FINAL TERMS. 4 March Citigroup Global Markets Holdings Inc.

Transcription

1 FINAL TERMS 4 March 2013 Citigroup Global Markets Holdings Inc. Issue of 500,000 EMEA Participation Certificates linked to the Shares of Combined Group Contracting Co. (S.A.K.C.) (the Certificates) under the Citi Warrant Programme The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Certificates 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 the Certificates. Accordingly, any person making or intending to make an offer in that Relevant Member State of the Certificates may only do so in circumstances in which no obligation arises for the Issuer or any Manager 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. None of the Issuer and any Manager has authorised, nor do they authorise, the making of any offer of the Certificates in any other circumstances. 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 measures in the Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU. The Certificates 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 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 under the Securities Act). The Certificates 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 Certificates has not been approved by the United States Commodity Futures Trading Commission pursuant to the United States Commodity Exchange Act, as amended, and no U.S. person may at any time trade or maintain a position in the Certificates For a description of certain restrictions on offers and sales of Certificates, see "Notice to Purchasers and Holders of Warrants and Transfer Restrictions" in the Base Prospectus. The Certificates may not be offered or sold to, or acquired by, any person that is, or whose purchase and holding of the Certificates is made on behalf of or with "plan assets" of, an employee benefit plan subject to 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 Code of 1986, as amended (the Code) or an employee benefit plan or plan subject to any laws, rules or regulations substantially similar to I of ERISA or Section 4975 of the Code. Notwithstanding anything to the contrary in this Final Terms or the Base Prospectus (as defined below), all persons may disclose to any and all persons, without limitation of any kind, the United States federal, state and local tax treatment of the Certificates, any fact relevant to understanding the United States federal, state and local tax treatment of the Certificates, and all materials of any kind (including opinions or other tax analyses) relating to such United States federal, state and local tax treatment other than the names of the parties or any other person named herein, or information that would permit identification of the parties or other non-public business or financial information that is unrelated to the United States federal, state or local tax treatment of the Certificates with respect to such person and is not relevant to understanding the United States federal, state or local tax treatment of the Certificates with respect to such person. EMEA(PC)

2 PART A CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus and the Supplement, which together constitute a base prospectus for the purposes of the Prospectus Directive. This document constitutes the Final Terms of the Certificates described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus as so supplemented. Full information on the Issuer and the offer of the Certificates is only available on the basis of the combination of this Final Terms and the Base Prospectus as so supplemented. The Base Prospectus and the Supplement are available for viewing at the specified offices of the Manager and the Warrant Agents. The Base Prospectus, the Supplement and this Final Terms are also published on the website of the Central Bank of Ireland ( Base Prospectus means the CGMHI Base Prospectus dated 25 September 2013 relating to the Programme as supplemented by a Supplement (No.1) dated 15 November 2013 (the Supplement). By the purchase of any Certificates, each Certificateholder will be deemed to have: (a) (b) represented and warranted that the acquisition of the Certificate by it will not contravene any charter, investment objectives or internal policies, or any applicable laws or regulations, including without limitation, Section 12(d)(3) of the U.S. Investment Company Act and the rules promulgated thereunder; and acknowledged and consented to the Issuer and/or the Manager disclosing, without notice to the relevant Certificateholder, any matters (including the name of any such Certificateholder) which the Issuer and/or the Manager considers to be required by, or requested by, any competent government entity or authority References herein to numbered Conditions are to the terms and conditions of the Certificates and words and expressions defined in such terms and conditions shall bear the same meaning in this Final Terms, save where otherwise expressly provided. TYPE, ISSUE AND GENERAL PROVISIONS 1. (a) Issuer: Citigroup Global Markets Holdings Inc. (b) Guarantor: 2. Type: Certificates 3. Series Number: EMEA(PC) Type of Certificate: The Certificates are EMEA Participation Certificates 5. Indian Compliance Representations, Warranties and Undertakings 6. China Compliance Representations, Warranties and Undertakings 7. Exercise Style: The Certificates are EMEA Participation Certificates and, therefore, are Multiple Exercise Certificates (see Schedule 1 to the Conditions) 8. (a) Number of Certificates being issued: 500,000 Certificates (b) Minimum trading size: 1 Certificate EMEA(PC)

3 9. Units: 10. Issue Price: USD4.05 per Certificate 11. Issue Date: 4 March Settlement Currency: United States dollars (USD) (subject as provided in Condition 15(I) (Realisation Disruption)) 13. Business Day Centre(s): The applicable Business Day Centre(s) for the purposes of the definition of "Business Day" in Condition 3 are Kuwait City, London and New York City 14. Settlement: Settlement will be by way of cash payment (Cash Settled Certificates) 15. Hedging Taxes: Applicable 16. Realisation Disruption: Applicable 17. Form of the Certificates: Registered Form: Permanent Global Certificate 18. Calculation Agent: The Calculation Agent is Citigroup Global Markets Limited at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom (acting through its Delta One desk department/group (or any successor department/group) 19. Determinations Sole and Absolute Determination EMEA PARTICIPATION CERTIFICATES AND LATAM PARTICIPATION CERTIFICATES 20. Terms of EMEA Participation Certificates and LATAM Participation Certificates: Applicable For the purposes of Condition 3 and Condition 15(B): (a) Details of Share: Common Stock of par value KWD 0.1 (ISIN:KW0EQ ; Bloomberg Code: CGC KK <Equity>) (b) Share Company: Combined Group Contracting Co. (S.A.K.C.) (c) Exchange: For the purposes of Condition 3 and Condition 15(B), the relevant Exchange is the Kuwait Stock Exchange (d) Share Substitution: Applicable (e) Share Substitution Criteria: Any New Share shall be selected by the Calculation Agent from the Reference Index (f) Additional Certificates on the occurrence of an Adjustment Event: Applicable EMEA(PC)

4 For the purpose of Schedule 1 to the Conditions: (a) Share Currency: Kuwaiti Dinar (KWD) (b) Commission: (c) Strike Date: 18 February 2014 (d) Final Settlement Date: In relation to a Certificate and the Additional Exercise Date, the day falling three Business Days after the final Scheduled Trading Day of the relevant Valuation Period (e) Accrual Amount: (f) Settlement Date: In relation to a Certificate and (a) a Corporate Action, the day falling five Business Days after the last day of the Corporate Action Valuation Period or (b) a Dividend, the day falling five Business Days after the date on which the Issuer and/or its Affiliates receives such Dividend (g) Final Exercise Date: 24 March 2016 (h) Exercise Price: USD (i) Minimum Exercise Number: SAUDI PARTICIPATION CERTIFICATES 21. Terms of Saudi Participation Certificates APAC PARTICIPATION CERTIFICATES 22. Terms of APAC Participation Certificates APAC CONVERTIBLE BOND PARTICIPATION CERTIFICATES 23. Terms of APAC Convertible Bond Participation Certificates PUT/CALL CERTIFICATES 24. Terms of Put/Call Certificates TERMS OF LONG/SHORT CERTIFICATES 25. Terms of Long/Short Certificates TERMS RELATING TO UNDERLYING(S) FOR PUT/CALL WARRANTS/CERTIFICATES OR LONG/SHORT CERTIFICATES 26. Terms of Index Certificates: 27. Terms of Share Certificates: 28. Terms of Depositary Receipt EMEA(PC)

5 Warrants: 29. Terms of ETF Warrants: 30. Terms of Mutual Fund Warrants: 31. Terms of Commodity Warrants: EMEA(PC)

6 Signed on behalf of the Issuer By: Duly Authorised The Certificates will not become valid or obligatory for any purpose until this Final Terms is attached to the applicable Global Certificates and the certificate of authentication on such Global Certificates, has been signed by or on behalf of the relevant Warrant Agent. EMEA(PC)

7 PART B OTHER INFORMATION 1. LISTING AND ADMISSION TO TRADING Listing and admission to trading: Application has been made by the Issuer (or on its behalf) for the Certificates to be admitted to trading on the regulated market of the Irish Stock Exchange and to listing on the official list of the Irish Stock Exchange with effect from on or around the Issue Date 2. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save for any fees payable to the Manager, so far as the Issuer is aware, no person involved in the issue of the Certificates has an interest material to the issue. 3. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) Reasons for the offer: See "Use of Proceeds" in the section entitled "Description of Citigroup Global Markets Holdings Inc." in the Base Prospectus (ii) Estimated net proceeds: USD2,025,000 (iii) Estimated total expenses: Approximately EUR1,000 (legal expenses and listing fees) 4. DISCLAIMERS Bloomberg Certain information contained in this Final Terms consists of extracts from or summaries of information that is publicly-available from Bloomberg L.P. (Bloomberg ). The Issuer accepts responsibility for accurately reproducing such extracts or summaries and, as far as the Issuer is aware and is able to ascertain from such publicly-available information, no facts have been omitted which would render the reproduced information inaccurate or misleading. Bloomberg makes no representation, warranty or undertaking, express or implied, as to the accuracy of the reproduction of such information, and accepts no responsibility for the reproduction of such information or for the merits of an investment in the Certificates. Bloomberg does not arrange, sponsor, endorse, sell or promote the issue of the Certificates 5. OPERATIONAL INFORMATION (i) ISIN Code: USU1738N5823 (ii) Common Code: (iii) Any Additional or Alternative Clearing System(s) other than Clearstream, Luxembourg, Euroclear or DTC and the relevant identification number(s): (iv) Names and addresses of additional Warrant Agent(s) (if any): EMEA(PC)

8 (v) Delivery: Delivery against payment 6. ADDITIONAL U.S. FEDERAL INCOME TAX CONSEQUENCES For U.S. federal income tax purposes, the Issuer intends to treat the Certificates as prepaid forward contracts. 7. SECONDARY TRADING Whilst there is no firm commitment, Citigroup Global Markets Limited will endeavour to provide a secondary market in the Certificates on a reasonable efforts basis under normal market conditions and during simultaneous opening times of the London Stock Exchange and the Muscat Securities Market. Citigroup Global Markets Limited will endeavour to publish indicative bid and offer prices, which publication is expected to be on Bloomberg Page: ECER. These prices are only indicative estimates of the price of the Certificates and may be subject to local market trading hours and price information. 8. DISTRIBUTION Additional Selling Restrictions and required certifications: Eligible for sale in the United States under the exemption provided by Section 4(2) to IAIs: Eligible for sale in the United States within the meaning of Rule 144A to QIBs that are QPs: Issuer meets the qualifications listed in Article 7(4)(5-2) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act of Korea: Registered Broker/Dealer: Syndication: If non-syndicated, name and address of relevant Manager: If syndicated, names and addresses of Managers: Date of Subscription Agreement: No marketing of the Certificates has been or will be made from or within the State of Kuwait and no subscription to the Certificates may or will be consummated within the State of Kuwait. No No The Certificates will be distributed on a non-syndicated basis. Citigroup Global Markets Limited, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom EMEA(PC)

9 ANNEX SUMMARY OF THE CERTIFICATES Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections A E (A.1 E.7). This Summary contains all the Elements required to be included in a summary for Warrants/Certificates, the Issuer and the Guarantor (where the Issuer is CGMFL). Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in a summary because of the type of securities, issuer and guarantor, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element should be included in the summary explaining why it is not applicable. SECTION A INTRODUCTION AND WARNINGS Element A.1 Introduction This summary should be read as an introduction to the Base Prospectus and the applicable Final Terms. Any decision to invest in the Certificates should be based on consideration of the Base Prospectus as a whole, including any documents incorporated by reference and the applicable Final Terms. Where a claim relating to information contained in the Base Prospectus and the applicable Final Terms is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the Base Prospectus and the applicable Final Terms before the legal proceedings are initiated. Civil liability in a Member State attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Base Prospectus and the applicable Final Terms, or it does not provide, when read together with the other parts of the Base Prospectus and the applicable Final Terms, key information in order to aid investors when considering whether to invest in the Certificates. A.2 Consent. The Certificates may only be offered to the public in circumstances where there is an exemption from the obligation under the Prospectus Directive to publish a prospectus for offers of the Certificates (an Exempt Offer). SECTION B ISSUERS AND GUARANTOR B.1 Legal and commercial name of the Issuer B.2 Domicile/ legal form/ legislation/ country of incorporation Citigroup Global Markets Holdings Inc. (CGMHI) CGMHI is a corporation incorporated in the State of New York and organised under the laws of the State of New York. B.4b Trend information The banking environment and markets in which the Group conducts its business will continue to be strongly influenced by developments in the U.S. and global economies, including the results of the European Union sovereign debt crisis and the implementation and rulemaking associated EMEA(PC)

10 B.5 Description of the Group B.9 Profit forecast or estimate B.10 Audit report qualifications B.12 Selected historical key financial information: with recent financial reform. CGMHI is a wholly owned subsidiary of Citigroup Inc. Citigroup Inc. is a holding company and services its obligations primarily with dividends and advances that it receives from subsidiaries (Citigroup Inc. and its subsidiaries, the Group) Citigroup Inc. is a global diversified financial services holding company whose businesses provide consumers, corporations, governments and institutions with a broad range of financial products and services. Citigroup Inc. has approximately 200 million customer accounts and does business in more than 160 countries and jurisdictions. Citigroup Inc. currently operates, for management reporting purposes, via two primary business segments: Citicorp, consisting of Citigroup Inc.'s Global Consumer Banking businesses (which consists of Regional Consumer Banking in North America, Europe, the Middle East and Africa, Asia and Latin America) and the Institutional Clients Group (Securities and Banking, including the Private Bank, and Transaction Services); and Citi Holdings, which consists of Brokerage and Asset Management, Local Consumer Lending, and a Special Asset Pool. There is also a third segment, Corporate/Other.. CGMHI has not made a profit forecast or estimate in this Base Prospectus.. There are no qualifications in any audit report on the historical financial information included in the Base Prospectus. The table below sets out a summary of key financial information extracted from CGMHI's Financial Report for the fiscal year ended on 31 December 2012 and the CGMHI Half-Yearly Financial Report for the six months ended 30 June 2013: Income Statement Data: Consolidated revenues, net of interest expense Consolidated income (loss) from continuing operations before income taxes At or for the year ended 31 December 2012 (audited) 2011 (audited) (in millions of U.S. dollars) 2010 (audited) 8,513 9,297 13,113 (1,125) (1,049) 2,992 Consolidated net income (loss) (782) (790) 1,991 Balance Sheet Data: Total assets 418, , ,368 Term debt 44,259 66,842 69,653 Stockholder's equity (fully paid): Common 6,689 7,684 15,174 At or for the six months ended 30 June EMEA(PC)

11 B.13 Events impacting the Issuer's solvency B.14 Dependence upon other group entities Income Statement Data: (unaudited) (unaudited) (in millions of U.S. dollars) Revenues, net of interest expense 5,018 4,849 Loss before income taxes (231) (95) CGMHI s net income (loss) (171) (8) Balance Sheet Data: 30 June 2013 Total assets 445,519 Term debt 40,816 Stockholder's equity (fully paid): Common 13,658 Statements of no significant or material adverse change There has been: (i) no significant change in the financial or trading position of CGMHI or CGMHI and its subsidiaries taken as a whole since 30 June 2013 and (ii) no material adverse change in the financial position, business or prospects of CGMHI or CGMHI and its subsidiaries taken as a whole since 31 December There are no recent events particular to CGMHI which are to a material extent relevant to the evaluation of CGMHI's solvency since 31 December See Element B.5 description of CGMHI and its subsidiaries and CGMHI's position within the Group. B.15 Principal activities CGMHI operating through its subsidiaries, engages in full-service investment banking and securities brokerage business. The Issuer operates in the Institutional Clients Group segment (which includes Securities and Banking). B.16 Controlling shareholders SECTION C.3 SECURITIES CGMHI is a wholly owned subsidiary of Citigroup Inc. Element C.1 Description of Warrants/ Certificates/ISIN The Certificates are issued under the Citi Warrant Programme which allows issues of warrants and certificates and are referred to herein as Certificates. The Certificates are issued in Series. The Series number is EMEA(PC) The International Securities Identification Number (ISIN) is USU1738N5823. The Common Code is C.2 Currency The currency for payments in respect of the Certificates is United States dollars (USD). C.5 Restrictions on the free transferability of the The Certificates will be subject to offering, selling and transfer restrictions with respect to the United States, European Economic Area, United Kingdom, Australia, Bangladesh, People's Republic of China, EMEA(PC)

12 Element Warrants/Certificate s C.8 Rights attached to the Warrants/Certificate s, including ranking and limitations on those rights C.11 Admission to trading C.15 Description of how the value of the investment is affected by the value of the underlying instrument(s) Hong Kong Special Administrative Region, India, Indonesia, Japan, Korea, Malaysia, New Zealand, Pakistan, the Philippines, Singapore, Saudi Arabia, Sri Lanka, Taiwan, Thailand and Vietnam and the laws of any jurisdiction in which the Certificates are offered or sold. The Certificates have terms and conditions relating to, among other matters: Ranking The Certificates constitute direct unconditional, unsubordinated and unsecured obligations of the Issuer and will at all times rank pari passu and rateably among themselves and at least pari passu with all other unsecured and unsubordinated outstanding obligations of the Issuer, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application. Negative pledge and cross default The terms of the Certificates will not contain a negative pledge provision or a cross-default provision in respect of the Issuer. Events of default The terms of the Certificates will not contain any event of default provision in respect of the Issuer. Taxation The Issuer shall not be liable or otherwise obliged to pay any tax, duty, withholding or other payment which may arise as a result of the ownership, transfer, exercise, termination or enforcement of any Certificate by any person and all payments and/or deliveries made by the Issuer shall be made subject to any such tax, duty, withholding or other payment which may be required to be made, paid, withheld or deducted. Governing Law and jurisdiction English law and exclusive jurisdiction of the English courts. Application has been made to the Irish Stock Exchange for the Certificates to be admitted to trading on the regulated market of the Irish Stock Exchange. Amounts payable and/or assets deliverable in respect of the Certificates depend on the performance of the relevant underlying(s). EMEA/LATAM Participation Certificates The issue price of the Certificates will reflect the value of the relevant shares on the relevant trade date and the final settlement amount payable in respect of such Certificates will be linked to the performance of the relevant share company. Therefore, if the traded price of the relevant shares falls below the value of the shares on the relevant trade date, the final settlement amount payable in respect of each such Certificate may be less than the issue price of such Certificate. The Certificates represent an indirect exposure to the value of the relevant shares and Certificateholders are, subject to due exercise of the relevant Certificates, entitled to receive payments which are calculated by reference to net EMEA(PC)

13 Element dividends and amounts in respect of certain corporate actions that would be received by a holder of the relevant shares and to a final settlement amount on the final settlement date that is calculated by reference to the sale price of the relevant shares. If a cash dividend is paid or a stock dividend or rights issue occurs and the Certificates are duly exercised by the relevant Certificateholder, the value of any dividend or corporate action securities paid or issued by the relevant share company, net of any expenses (including taxes, charges and duties), will be paid to Certificateholders. The value of the relevant shares and amounts paid in respect thereof shall be converted from the currency in which they are denominated into the currency of the Certificates. Therefore, fluctuations in such currency exchange rate will affect the value of the Certificates and amount due in respect thereof. Exercise, Exercise Expenses and Taxes Payments or deliveries by the Issuer in respect of the Certificates are subject to a holder submitting an exercise notice in respect thereof, as further detailed in the terms and conditions of the Certificates. C.16 Expiration date and exercise date Holders should note that amounts due or assets deliverable in respect of the Certificates will, on exercise thereof, be subject to the deduction of, and/or as the case may be, an undertaking of the holder to pay, any exercise expenses and taxes. Investors should refer to the terms and conditions of the Certificates to fully understand the nature of the charges, expenses or other amounts deductible as exercise expenses and taxes. As the Certificates are EMEA Participation Certificates, they are exercisable (a) in respect of each corporate action amount on the day on which the shares are traded ex the related corporate action securities; (b) in respect of each dividend amount on the ex-date related to such cash dividend; and (c) each additional exercise date falling during the period from (and including) 5 March 2014 (being the business day immediately succeeding the issue date) to (and including) 24 March 2016 (the expiration date). The Certificates are automatically exercised in respect of (a) and (b) above and are exercisable by the relevant holder in respect of (c) above unless the Certificates have not been exercised by the expiration date, in which case they will be exercised automatically, if they are in-the-money or will otherwise expire worthless. There is no obligation upon the Issuer to pay any amount and/or deliver any asset unless the relevant holder duly exercises such Certificate or, as the case may be, such Certificate is automatically exercised and an exercise notice is duly delivered Early termination The Certificates may be terminated early at the option of the Issuer by payment of an amount determined by the calculation agent to be the fair market value of the Certificates (which may be determined by the calculation agent by reference to the amounts (if any) received by the Issuer and/or any of its affiliates under any hedging or funding arrangements) less the cost to the Issuer and/or its affiliates of unwinding any underlying related hedging arrangements but taking into account, if EMEA(PC)

14 Element C.17 Settlement procedure of derivative securities C.18 Return on derivative securities applicable, any exercise price(s) in the following circumstances: (a) as detailed in "disrupted days, market disruption events and adjustments" below; or (b) if amounts paid with respect to the Certificates or any underlying hedging arrangements of the Issuer in respect of the Certificates will be subject to any withholding or reporting obligations pursuant to Section 871(m) of the U.S. Internal Revenue Code of 1986, as amended (a section 871(m) event); or (c) if the Issuer determines that the performance of its obligations under the terms of the Certificates has become illegal in whole or in part for any reason The Certificates are cash settled Certificates The Certificates are EMEA Participation Certificates. See Element C.15 above and as follows: Subject to due exercise by a Certificateholder, the Issuer will pay to such Certificateholder (a) amounts determined by reference to (i) dividends (if any) paid by the relevant share company and/or (ii) the sale of securities or rights (if any) issued by the relevant share company following a stock dividend or rights issue and (b) a final settlement amount calculated by reference to actual or notional sale proceeds of the relevant shares, less a commission, as further detailed below. Final settlement amount due on final settlement date The final settlement amount due on the final settlement date shall be an amount (which shall not be less than the lowest sub-unit of the currency for payments) determined by the calculation agent to be the settlement price less the exercise price of USD The settlement price shall be determined by the calculation agent by reference to the average sale price of the shares on the exchange converted into the currency for payments in respect of the Certificates, all subject to deduction of a commission, expressed as a formula: Where: average price 1 commission x exchange rate average price means the average price per share sold by the calculation agent during the valuation period (being the period falling from the first scheduled trading day falling on (and including) the actual exercise date to (and including) the day on which all the relevant shares are sold). The sale of the shares may be actual or hypothetical, may occur on more than one day and may or may not take place on the relevant exchange. commission means EMEA(PC)

15 Element exchange rate means the rate of exchange of KWD (being the share currency) into USD (being the currency for payments in respect of the Certificates), as determined by the calculation agent at such time and by reference to such sources as it determines appropriate. final settlement date means the day falling three business days after the final scheduled trading day of the relevant valuation period. Corporate action amount due (if any) If a stock dividend or rights issue occurs, subject to due exercise by a Certificateholder, the corporate action amount will be paid to Certificateholders on the day falling five business days after the last day of the relevant corporate action valuation period. Where: corporate action amount means an amount determined by the calculation agent to be the corporate action average price divided by the corporate action exchange rate, all less any "corporate action expenses" (being all duties, levies and taxes, including any stamp, transfer or withholding taxes or taxes on profits or capital gains, determined by the calculation agent in respect thereof), expressed as a formula: corporateaction averageprice corporateaction exchangerate corporateaction expenses Where: corporate action average price means the average price per security or right issued by the relevant share company in respect of a share and the relevant corporate action ("corporate action securities") sold by the calculation agent during the corporate action valuation period (being the period falling from the first scheduled trading day falling on (and including) the date on which a foreign investor would have received the relevant corporate action securities to (and including) the day on which all the relevant corporate action securities are sold). The sale of the corporate action securities may be actual or hypothetical, may occur on more than one day and may or may not take place on the relevant exchange. corporate action exchange rate means the rate of exchange of KWD (being the share currency) into USD (being the currency for payments in respect of the Certificates), as determined by the calculation agent at such time and by reference to such sources as it determines appropriate. Dividend amount due (if any) If a cash dividend is paid and subject to due exercise by a Certificateholder, the corresponding dividend amount will be paid to Certificateholders on the day falling five business days after the date on which the Issuer and/or its affiliates receives such dividend. EMEA(PC)

16 Element Where: dividend amount means an amount of any cash dividend declared per share less any "dividend expenses" (being any taxes, duty, withholding or other charge determined by the calculation agent in respect thereof) where the ex-date falls from (but excluding) 18 February 2014 (being the strike date) to and including the actual exercise date of the relevant Certificate, converted into the currency for payments in respect of the Certificates by reference to the dividend exchange rate. dividend exchange rate means the rate of exchange of KWD (being the share currency) into USD (being the currency for payments in respect of the Certificates), as determined by the calculation agent at such time and by reference to such sources as it determines appropriate. Disrupted days, market disruption events and adjustments The terms and conditions of the Certificates contain provisions, as applicable, relating to events affecting the relevant underlying(s), modification or cessation of the relevant underlying(s), settlement disruption and market disruption provisions and provisions relating to subsequent corrections of the level of an underlying and details of the consequences of such events. Such provisions may permit the Issuer to either to require the calculation agent to determine what adjustments should be made following the occurrence of the relevant event (which may include the issue of additional Certificates, any required valuation being taken on a different day, alternate valuation provisions applying or the substitution of another underlying and/or, in the case of an increased cost of hedging, adjustments to pass onto Certificateholders such increased cost of hedging (including, but not limited to, reducing any amounts payable or deliverable in respect of the Certificates to reflect any such increased costs) and/or, in the case of realisation disruption, payment in the relevant local currency rather than in the relevant specified currency, deduction of or payment by Certificateholder(s) of amounts in respect of any applicable taxes, delay of payments or deliveries, determination of relevant exchange rates taking into consideration all available relevant information) or to cancel the Certificates and to pay an amount equal to the early termination amount as specified in Element C.16 above. C.19 Exercise price/final reference price As the Certificates are EMEA Participation Certificates, if a cash dividend is paid or a stock dividend or rights issue occurs, the value of any dividend or corporate action securities paid or issued by the relevant share company will be paid to Certificateholders and any such corporate action shall not constitute an "adjustment event" The exercise price per Certificate is USD The final reference price is the settlement price which will be determined as provided in Element C.18 above. The calculation agent is Citigroup EMEA(PC)

17 Element C.20 Underlying Global Markets Limited. Common stock of Combined Group Contracting Co. (S.A.K.C.) (ISIN:KW0EQ ) which is a share. The relevant exchange rate(s) is the KWD/USD rate of exchange determined by the calculation agent. Information relating to the underlying can be obtained from Bloomberg page: CGC KK Equity and the website of the relevant share company being and from other internationally recognised published or electronically displayed sources. Information relating to the shares can be obtained from Bloomberg page: CGC KK Equity and the Kuwait Stock Exchange and from other internationally recognised published or electronically displayed sources. SECTION D RISKS Element D.2 Key risks regarding the Issuers D.6 Key risks regarding the Warrants/Certificate s and risk warning CGMHI believes that the factors summarised below may affect its ability to fulfil its obligations under the Certificates. All of these factors are contingencies which may or may not occur and CGMHI is not in a position to express a view on the likelihood of any such contingency occurring. There are certain factors that may affect CGMHI's ability to fulfil its obligations under any Certificates issued by it, including that such ability is dependent on the earnings of Citigroup Inc.'s subsidiaries and CGMHI's subsidiaries, that Citigroup Inc.'s business and CGMHI's business may be affected by economic conditions, credit, market and market liquidity risk, by competition, country risk, operational risk, fiscal and monetary policies adopted by relevant regulatory authorities, reputational and legal risks and certain regulatory considerations. INVESTORS MAY LOSE THEIR ENTIRE INVESTMENT OR PART OF IT AS THE CASE MAY BE. CGMHI DOES NOT REPRESENT THAT THE LIST BELOW IS COMPREHENSIVE. PROSPECTIVE INVESTORS SHOULD READ THE BASE PROSPECTUS IN ITS ENTIRETY AND FORM THEIR OWN CONCLUSIONS REGARDING CGMHI. An investment in Certificates may entail significant risks. The risks include, without limitation, the possibility of significant changes in the prices of the relevant underlying(s). Such risks generally depend on factors over which CGMHI does not have control and which cannot readily be foreseen, such as economic and political events and the supply of and demand for the relevant underlying(s). In recent years, currency exchange rates and prices for various underlying(s) have been highly volatile, and such volatility may be expected in the future. Fluctuations in any such rates or prices that have occurred in the past are not necessarily indicative, however, of fluctuations that may occur during the term of the Certificates. The risk of loss as a result of the linkage to the relevant underlying(s) can be substantial. Investors should note that the Certificates are subject to the credit risk of EMEA(PC)

18 Element CGMHI. Furthermore, the Certificates may be sold, cancelled or repaid early, and if so, the price for which a Certificate may be sold, cancelled or repaid early may be less than the investor's initial investment. There are other certain factors which are material for the purpose of assessing the risks associated with investing in any issue of Certificates, which include, without limitation, (i) risk of disruption to valuations, (ii) adjustment to the conditions, substitution of the relevant underlying(s) and/or early termination following an adjustment event, an illegality a section 871(m) event or, in the case of APAC Participation Certificates or APAC Convertible Bond Participation Certificates that are Indian Participation Certificates or China Participation Certificates, for breach of certain regulatory acknowledgements, representations, warranties and/or undertakings by any holder (which, for the avoidance of doubt, may not be the relevant holder themselves), (iii) postponement of payments or deliveries, (iv) hedging activities of the Issuer and/or any of its affiliates, (v) conflicts of interest between the Issuer and/or any of its affiliates and holders of Certificates, (vi) modification of the terms and conditions of Certificates by the Issuer without the consent of holders, (vii) discretions of the Issuer and calculation agent being exercised in a manner that affects the value of the Certificates or results in early termination, (viii) change in law, (ix) payments being subject to duties, withholding or other taxes (which may be accounted for retrospectively such that a payment to the then-current holder may be subject to an amount in respect of taxes relating to a prior payment that was made in respect of the Certificates), (x) fees and commissions not being taken into account when determining secondary market prices of Certificates, (xi) there being no secondary market, (xii) exchange rate risk and (xiii) the market value of Certificates being affected by various factors independent of the creditworthiness of CGMHI. SECTION E OFFER Element E.2b Use of proceeds The net proceeds of the issue of the Certificates by CGMHI will be used by CGMHI and/or any of its subsidiaries to acquire and/or maintain positions in instruments used to hedge CGMHI's obligations under the Certificates, though none of CGMHI and any of its subsidiaries will have any obligation to acquire or maintain any such position. The remainder of the proceeds from the sale of any Certificates will be used by CGMHI and/or its subsidiaries for general corporate purposes, which include making a profit. E.3 Terms and conditions of the offer E.4 Interests of natural and legal persons involved in the issue/offer The Certificates may only be offered in an Exempt Offer. The relevant Managers may be paid fees in relation to any issue of Certificates under the Programme. Any such Manager may be an affiliate of the Issuer. Other than as mentioned above, so far as the Issuer is aware, no person involved in the issue of the Certificates has an interest material to the EMEA(PC)

19 Element E.7 Estimated expenses charged to the investor by the Issuer or the offeror offer, including conflicting interests.. No expenses will be charged to investors by the Issuer. As the Certificates may only be offered in an Exempt Offer, there is no offeror for the purposes of the Prospectus Directive. Investors may, however, be charged certain fees or commissions by the relevant distributor and/or Manager. EMEA(PC)