THIS IS NOT AN OFFER. THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION. NOTICE OF SUBSTITUTION relating to CITIGROUP INC. in respect of certain issues of Notes (the Notes) issued by Citigroup Inc. under the Citi U.S.$30,000,000,000 Global Medium Term Note Programme (the Programme) as set out in the Annex attached hereto Notice is hereby given by Citigroup Inc. (Citigroup) and Citigroup Global Markets Holdings Inc. (CGMHI) as follows: Background - Citi Resolution Plan Under Title I of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Citigroup has developed a "single point of entry" resolution strategy and plan under the U.S. Bankruptcy Code (the Resolution Plan). Under Citigroup s Resolution Plan, only Citigroup, the parent bank holding company, would enter into bankruptcy, while Citigroup s key operating subsidiaries, including CGMHI, would remain operational and outside of any resolution or insolvency proceedings. In addition, clean holding company provisions promulgated by the Federal Reserve as part of the Total Loss Absorbing Capacity (TLAC) rule impose restrictions on liabilities of Citigroup intending to improve resolvability. Substitution and Guarantee As a consequence of the Resolution Plan and TLAC, Citigroup has determined to substitute CGMHI for itself as Issuer in respect of the Notes and the Notes will be unconditionally and irrevocably guaranteed by Citigroup pursuant to a new deed of guarantee entered into in respect of the Notes which will be effective as of the time of the substitution (the Deed of Guarantee). The Deed of Guarantee will constitute direct, unconditional, unsubordinated and unsecured obligations of Citigroup and will rank pari passu (subject to mandatorily preferred debts under applicable laws) with all other outstanding, unsecured and unsubordinated obligations of Citigroup. Information relating to Citigroup and CGMHI Citigroup 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 has approximately 200 million customer accounts and does business in more than 160 countries and jurisdictions. Citigroup currently operates, for management reporting purposes, via two primary business segments: Citicorp, consisting of Citigroup's Global Consumer Banking businesses and Institutional Clients Group; and Citi Holdings consisting of businesses and portfolios of assets that Citigroup has determined are not central to its core Citicorp business. Citigroup is a holding company and services its obligations primarily by earnings from its operating subsidiaries. The principal offices for Citigroup are located at 388 Greenwich Street, New York, NY 10013, and its telephone number is + 1 212 559-1000. Citigroup was established as a corporation incorporated in Delaware on 8 March 1988 with perpetual duration pursuant to the Delaware General Corporation Law with file number 2154254. CGMHI was incorporated in New York on 23 February 1977 and is the successor to Salomon Smith Barney Holdings Inc. The principal offices of CGMHI are located at 388 Greenwich Street, New York, New York 10013. CGMHI, operating through its subsidiaries, engages in full-service investment banking and securities brokerage business. CGMHI is a wholly owned subsidiary of Citigroup. Further information relating to Citigroup and CGMHI has recently been published on the website of the Irish Stock Exchange and the Luxembourg Stock Exchange in relation to the Programme and financial information relating to Citigroup and CGMHI has been filed with the Luxembourg Stock Exchange.
The funding committee of the board of directors of Citigroup has authorised the substitution and the board of directors of CGMHI has authorised the assumption of the obligations as issuer under the Notes. Pursuant to such authorisations and following the satisfaction of all conditions precedent as required by the Terms and Conditions of the Notes, the substitution will become effective on 31 January 2017 (the Effective Date). The Notes CGMHI will be substituted for Citigroup as Issuer in respect of the Notes pursuant to the Terms and Conditions thereof. No other change will be made to the Terms and Conditions of the Notes. In particular, no changes will be made to the Terms and Conditions, to reflect the giving of the guarantee by Citigroup. Accordingly, with effect on and from the Effective Date, the Terms and Conditions of the Notes and the final terms or pricing supplement relating to the Notes shall be read and construed as if all references therein to Citigroup as the Issuer were references to CGMHI as the Issuer. Prior to the Effective Date, Citigroup and CGMHI will comply with the conditions set out in the Terms and Conditions of the Notes, the condition requiring the Issuer to give notice to holders of the date of the substitution being satisfied by the delivery of this Notice. Copies of any agreements or deeds entered into in relation to the substitution as described above, will be available for inspection at the specified offices of the Fiscal Agent, being Citibank, N.A., London Branch at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom. 2
Citigroup and CGMHI accept responsibility for the information contained in this Notice. Dated: 23 December 2016 CITIGROUP INC. /s/ Gregory Peter Kapp Name: Gregory Peter Kapp Title: Assistant Treasurer CITIGROUP GLOBAL MARKETS HOLDINGS INC. /s/ Victor Spadafora Name: Victor Spadafora Title: Assistant Treasurer 3
ANNEX 4 XS0858087702 XS0877216712 XS0886375855 XS0885113794 XS0884718650 XS0888923991 XS0895738820 XS0895738580 XS0895736618 XS0897071378 XS0906136428 XS0908066458 XS0908571697 XS0908571424 XS0908571341 XS0909393190 XS0908571267 XS0914665202 XS0925176249 XS0925176595 XS0925664129 XS0935111822 XS0940702870 XS0937840493 XS0939688163 XS0940701716 XS0941069667 XS0941107699 XS0941162363 XS0941227752 XS0941068180 XS0941076878 XS0941076449 XS0941165895 XS0941235938 XS0941349945 XS0944436285 XS0944458255 XS0944823219 XS0947740980 XS0949704661 XS0949696206 XS0949664261 XS0955020838 XS0956254790 XS0964818610 XS0967022483 XS0968557453 XS0972066194 XS0970173364 XS0970452321 XS0970818752 XS0972980766 XS0971448773 XS0972861834 XS0973190225 XS0975106104 XS0976920925 XS0979044301 XS0981631319 XS0979584918 XS0989337356 XS0986437027 XS0986095478 XS0986095809 XS0987046637 XS0990029489 XS0996750989 XS0994523826 XS0991639419 XS0996743422 XS0998948227 XS0998146673 XS0997311765 XS0996341383 XS0998949118 XS0996341979 XS1004835481 XS1005283632 XS1005276859 XS1008201029 XS1010981097 XS1011482111 XS1011736748 XS1013383044 XS1013955619 XS1013955882 XS1013956260 XS1014615998 XS1014615642 XS1014611658 XS1017616225 XS1017617116 XS1021317034 XS1023450023 XS1024124270 XS1026083565 XS1026567419 XS1028078803 XS1028078712 XS1027339081 XS1028436225 XS1028974639 XS1029216584 XS1030157314 XS1031562462 XS1032908995 XS1036361241 XS1036032693 XS1039726804 XS1035750444 XS1036317771 XS1038896699 XS1039261141 XS1039725236 XS1044587001 XS1044488523 XS1044501648 XS1047500795 XS1048504564 XS1048429093 XS1048754086 XS1048834789 XS1049116681 XS1053938061 XS1054236911 XS1054237059 XS1055104209 XS1055106592 XS1055106675 XS1052295265 XS1055118258 XS1056383612 XS1058558773 XS1056453415 XS1061047277 XS1057735521 XS1061463060 XS1060731632 XS1062597049 XS1061845852 XS1061844889 XS1061846074 XS1061847478 XS1061847551 XS1061847635 XS1061843725 XS1062909541 XS1063510074 XS1064675520 XS1064184895 XS1068201984 XS1065467117 XS1067849908 XS1068080073 XS1068190922 XS1068392122 XS1068392981 XS1068469953 XS1068542387 XS1069501721 XS1071379710 XS1070107773 XS1071722463 XS1074585222 XS1073096593 XS1074515013 XS1075784048 XS1075413655 XS1075702255 XS1074982734 XS1074655454 XS1074796191 XS1074655025 XS1074395952 XS1074809192 XS1074243855 XS1074981843 XS1074981686 XS1074982577 XS1076015897 XS1076521753 XS1076253050 XS1076714804 XS1076790812 XS1076783791 XS1077625314 XS1076012449 XS1076840427 XS1076681797 XS1078118343 XS1078526891 XS1084036679 XS1079118987 XS1079294440 XS1079700966 XS1080946996 XS1081430610 XS1084272134 XS1076781746 XS1084563961 XS1087761299 XS1086083315 XS1085441126 XS1085649892 XS1092505384 XS1086136881 XS1087761885 XS1087992266 XS1086683007 XS1087832496 XS1087990484 XS1087998461 XS1089787839 XS1089864174 XS1089870577
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