Citi Warrant Programme Base Prospectus dated 22 … › ~wfoote01 › multifin › ...CITIGROUP...

Citi Warrant Programme Base Prospectus

dated 22 September 2017

CITIGROUP GLOBAL MARKETS HOLDINGS INC.

(a corporation duly incorporated and existing under the laws of the State of New York)

and

CITIGROUP GLOBAL MARKETS FUNDING LUXEMBOURG S.C.A.

(incorporated as a corporate partnership limited by shares (société en commandite par actions)

under Luxembourg law and registered with the Register of Trade and Companies of

Luxembourg under number B 169.199)

each an issuer under the

Citi Warrant Programme

Warrants issued by Citigroup Global Markets Funding Luxembourg S.C.A only will be

unconditionally and irrevocably guaranteed by

CITIGROUP GLOBAL MARKETS LIMITED

(incorporated in England and Wales)

Under the Citi Warrant Programme (the Programme) described in this Base Prospectus, each of

(i) Citigroup Global Markets Holdings Inc. (CGMHI) and (ii) Citigroup Global Markets Funding

Luxembourg S.C.A. (CGMFL, and together with CGMHI, the Issuers and each, an Issuer) may from time

to time issue warrants or certificates (and as used herein, the term the Warrants or the Certificates shall

include each type of warrant and certificate issued under the Programme and the expressions

Warrantholder(s) and Certificateholder(s) shall be construed accordingly). References herein to the Issuer

shall be construed as whichever of CGMHI or CGMFL is the issuer or proposed issuer of the relevant

Warrants. This Base Prospectus supersedes and replaces in its entirety the Base Prospectus dated

22 September 2016. Any Warrants issued under the Programme on or after the date of this Base Prospectus

are subject to the provisions herein. This does not affect any Warrants issued prior to the date of this

Base Prospectus.

The payment and delivery of all amounts due in respect of Warrants issued by CGMFL will be

unconditionally and irrevocably guaranteed by Citigroup Global Markets Limited (CGML) (in such

capacity, the CGMFL Guarantor) pursuant to a deed of guarantee dated 1 July 2013 (such deed of

guarantee as amended and/or supplemented and/or replaced from time to time, the CGMFL Deed

of Guarantee) executed by the CGMFL Guarantor. Warrants issued by CGMHI will not be guaranteed by

any entity.

Each Issuer and the CGMFL Guarantor has a right of substitution as set out in the Terms and Conditions of

the Warrants set out herein (the Terms and Conditions and, together with the applicable Issue Terms,

the Conditions).

Warrants may be issued on a continuing basis to Citigroup Global Markets Limited and/or any additional

manager appointed under the Programme from time to time by the Issuers (each a Manager, and together the

Managers) whose appointment may be for a specific issue or on an ongoing basis. In relation to each issue

of Warrants, the Manager(s) will be specified in the applicable Issue Terms. Warrants not initially sold by a

Manager will be held by such Manager or an affiliate or affiliates of such Manager and may be retained or

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may be sold by such Manager or such affiliate or affiliates from time to time in such amounts and at such

prices as such Manager or such affiliate or affiliates may determine. Offering prices will be at the discretion

of the Manager(s). There is no obligation upon any Manager to sell all of the Warrants of any issue. Each

Issuer reserves the right to sell Warrants directly on its own behalf to other entities and to offer Warrants in

specified jurisdictions directly through distributors, in accordance with all applicable rules and regulations.

Warrants may also be sold by the Issuer through the Manager(s), acting as agent of the Issuer.

Pursuant to this Base Prospectus, Warrants may be issued whose return is linked to a specified index or a

basket of indices (Index Warrants), a specified share or a basket of shares (Share Warrants), a specified

depositary receipt or a basket of depositary receipts (Depositary Receipt Warrants), a specified exchange

traded fund share or a basket of exchange traded fund shares (ETF Warrants), a specified mutual fund

interest or a basket of mutual fund interests (Mutual Fund Warrants), a specified debt instrument or a

basket of debt instruments (Debt Warrants), a specified currency or a basket of currencies (Currency

Warrants), a specified commodity or a basket of commodities (Commodity Warrants), a specified gilt or

basket of gilts (Gilt Warrants), a specified proprietary index or a basket of proprietary indices (Proprietary

Index Warrants), or a hypothetical credit default swap or index swaption (Credit Warrants), or any

combination thereof, as more fully described herein.

Each Warrant will entitle the holder thereof (the Warrantholder) (on exercise by the Warrantholder or

automatic exercise, as applicable, and subject, where appropriate, to certification as to non-U.S. beneficial

ownership) to receive a cash amount (if any) calculated in accordance with the relevant terms and/or to

receive physical delivery of the underlying assets against, if applicable, payment of a specified sum, all

subject as set forth herein and in the Conditions.

The Issuer may agree with any Manager that Warrants may be issued in a form not contemplated by the

relevant Terms and Conditions set out herein, in which event, if the Issuer is CGMHI, a supplement to the

CGMHI Base Prospectus (as defined below) or, if the Issuer is CGMFL, a supplement to the CGMFL Base

Prospectus (as defined below), if appropriate, which describes the effect of the agreement reached in relation

to such Warrants, will be made available.

Each of the CGMHI Base Prospectus and the CGMFL Base Prospectus has been approved by the Central

Bank of Ireland (the Central Bank), as competent authority (the Competent Authority) under Directive

2003/71/EC (when used in this Base Prospectus, the Prospectus Directive) (as amended, including by

Directive 2010/73/EU), and includes any relevant implementing measure in a relevant Member State of the

European Economic Area (the EEA). The Central Bank only approves the Base Prospectus as meeting the

requirements imposed under Irish and EU law pursuant to the Prospectus Directive. An electronic copy of

this Base Prospectus will be published on the Central Bank's web-site at www.centralbank.ie. Such approval

relates only to Warrants which are to be admitted to trading on a regulated market for the purposes of

Directive 2004/39/EC (the Markets in Financial Instruments Directive). However, there can be no

assurance that such applications will be approved or that, if approved, any such approval will be given within

a specified timeframe. Application will be made to the Irish Stock Exchange plc (the Irish Stock Exchange)

for the Warrants issued during the period of twelve months after the date of this Base Prospectus to be

admitted to the official list (the Official List) and to trading on its regulated market. The Central Bank may,

at the request of the relevant Issuer, send to a competent authority of another Member State of the EEA (i) a

copy of this Base Prospectus, (ii) a certificate of approval pursuant to Article 18 of the Prospectus Directive

attesting that this Base Prospectus has been drawn up in accordance with the Prospectus Directive and (iii) if

so required by the relevant Member State, a translation of the Summary set out herein.

The requirement to publish a prospectus under the Prospectus Directive only applies to Warrants which are

to be admitted to trading on a regulated market in the EEA and/or offered to the public in the EEA other than

in circumstances where an exemption is available under Article 3.2 of the Prospectus Directive. References

in this Base Prospectus to Exempt Warrants are to Warrants for which no prospectus is required to be

published under the Prospectus Directive. The Central Bank has neither approved nor reviewed information

contained in this Base Prospectus in connection with Exempt Warrants.

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Each Tranche (as defined herein) is either subject to a Final Terms document (the Final Terms and

reference to the applicable Final Terms shall be construed accordingly) or, in the case of Exempt Warrants,

a pricing supplement (the Pricing Supplement and references to the applicable Pricing Supplement shall

be construed accordingly). As used herein, Issue Terms means either (i) where the Warrants are not Exempt

Warrants, the applicable Final Terms or (ii) where the Warrants are Exempt Warrants, the applicable Pricing

Supplement, and references should be construed accordingly.

References in this Base Prospectus to Warrants being listed (and all related references) shall mean that such

Warrants are intended to be admitted to trading on the Irish Stock Exchange's regulated market and are

intended to be listed on the Official List of the Irish Stock Exchange. As specified in the applicable Final

Terms, an issue of Warrants may be listed and admitted to trading, as the case may be, on the Irish Stock

Exchange and/or listed and admitted to trading on any other regulated market for the purposes of the Markets

in Financial Instruments Directive (including, without limitation, the Luxembourg Stock Exchange's

regulated market), as may be agreed between the Issuer and the relevant Manager. As specified in the

applicable Pricing Supplement, an issue of Exempt Warrants may be listed or admitted to trading, as the case

may be, on a stock exchange or market which is not a regulated market for the purposes of the Markets in

Financial Instruments Directive (including, without limitation, the Luxembourg Stock Exchange's Euro MTF

Market (the Euro MTF)), or may not be listed or admitted to trading, as the case may be, on any stock

exchange or market, as may be agreed between the Issuer and the relevant Manager.

In addition, application has been made to the Irish Stock Exchange for the approval of the CGMHI Base

Prospectus and the CGMFL Base Prospectus as Base Listing Particulars (the CGMHI Base Listing

Particulars and the CGMFL Base Listing Particulars, respectively, and together, the Base Listing

Particulars). Application has been made to the Irish Stock Exchange for Warrants issued during the 12

months from the date of the Base Listing Particulars to be admitted to the Official List and to trading on the

Global Exchange Market (the Global Exchange Market) which is the exchange regulated market of the

Irish Stock Exchange. In addition, application has been made to the Luxembourg Stock Exchange in its

capacity as competent authority under Part IV of the Luxembourg law dated 10 July 2005 on prospectuses

for securities, as amended, for the approval of the Base Listing Particulars and application may also be made

for Warrants issued during the 12 months from the date of the Base Listing Particulars to be admitted to the

Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF. The Global Exchange

Market and the Euro MTF are not regulated markets for the purposes of the Markets in Financial Instruments

Directive. Save where expressly provided or the context otherwise requires, where Warrants are to be

admitted to trading on the Global Exchange Market or the Euro MTF or are otherwise Warrants for which no

prospectus is required to be published under the Prospectus Directive (Exempt Warrants), references herein

to "Base Prospectus", "CGMHI Base Prospectus" and "CGMFL Base Prospectus" shall be construed to be to

"Base Listing Particulars", "CGMHI Base Listing Particulars" and "CGMFL Base Listing Particulars",

respectively.

Arthur Cox Listing Services Limited is acting solely in its capacity as Irish listing agent for the Issuer in

connection with the Warrants and is not itself seeking admission of the Warrants to the Official List or to

trading on the Main Securities Market of the Irish Stock Exchange for the purposes of the Prospectus

Directive or the Global Exchange Market of the Irish Stock Exchange.

The Issue Terms will specify with respect to the issue of Warrants to which it relates, inter alia, the specific

designation of the Warrants, the aggregate number and type of the Warrants, the date of issue of the

Warrants, the issue price, the exercise price (if applicable), the underlying asset, index or other item(s) to

which the Warrants relate (the Underlying(s)), the exercise period or date, whether automatic exercise

applies to the Warrants, whether the Warrants may be terminated early following an Early Termination

Event (as described herein) and certain other terms relating to the offering and sale of the Warrants. The

Issue Terms relating to an issue of Warrants will be attached to the Global Warrant(s) or each Definitive

Warrant, as the case may be (in each case, as defined in the Conditions), representing such Warrants. In

respect of Warrants to be listed on the Irish Stock Exchange, the applicable Issue Terms will be delivered to

the Irish Stock Exchange on or before the date of issue of the Warrants of that Tranche. In respect of

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Warrants to be listed on the Luxembourg Stock Exchange, the applicable Pricing Supplement will be

delivered to the Luxembourg Stock Exchange on or before the date of issue of the Warrants of that Tranche.

Each issue of Warrants will be of a specialist nature and should only be bought and traded by

investors who are particularly knowledgeable in investment matters. Prospective purchasers of

Warrants should ensure that they understand the nature of the relevant Warrants and the extent of

their exposure to risks and that they consider the suitability of the relevant Warrants as an investment

in the light of their own circumstances and financial condition. It is the responsibility of prospective

purchasers to ensure that they have sufficient knowledge, experience and professional advice to make

their own legal, financial, tax, accounting and other business evaluation of the merits and risks of

investing in the relevant Warrants and are not relying on the advice of the Issuer, the CGMFL

Guarantor or any Manager in such regard. Warrants may involve a high degree of risk and potential

investors may sustain a loss of all or part of their investment in the Warrants. See "Risk Factors" set

out herein.

Warrants sold exclusively outside the United States to non-U.S. persons will be represented by a global

warrant (a Permanent Global Warrant) which will be deposited with a common depositary on behalf of

Clearstream Banking S.A. (Clearstream, Luxembourg) and Euroclear Bank S.A./N.V. (Euroclear) on the

date of issue of the relevant Warrants. CGMFL will only issue Permanent Global Warrants.

In the event that an issue of Warrants is eligible for sale in the United States (i) pursuant to Rule 144A to

QIBs, any such Warrants sold in the United States will be represented by a global warrant which will be

deposited either: (1) with Citigroup Global Markets Deutschland AG, as the New York Warrant Agent as

custodian for, and registered in the name of a nominee of, The Depository Trust Company (DTC) or (2) with

a common depositary on behalf of Clearstream, Luxembourg and Euroclear (each a Rule 144A Global

Warrant), or (ii) under the exemption provided by Section 4(2), any such Warrants sold to IAIs (as defined

below) in the United States will be issued and registered in definitive form (each a Private Placement

Definitive Warrant) and (iii) in either case, any such Warrants sold outside the United States to non-U.S.

persons will be represented by a Regulation S Global Warrant (each a Regulation S Global Warrant)

deposited with a common depositary on behalf of Clearstream, Luxembourg and Euroclear. Warrants

eligible for sale in the United States to QIBs pursuant to Rule 144A and to non-U.S. persons outside the

United States may be represented by a global warrant which will be deposited with a common depositary on

behalf of Clearstream, Luxembourg and Euroclear (each a Combined Global Warrant). Unless otherwise

specified in the applicable Issue Terms, Rule 144A Global Warrants, Private Placement Definitive Warrants,

Regulation S Global Warrants and Combined Global Warrants, and any Permanent Global Warrants issued

by CGMHI, will only be issued in relation to equity linked Warrants. Except as otherwise specified herein,

definitive Warrants will not be issued.

The Warrants and the CGMFL 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 with any securities regulatory

authority of any state or other jurisdiction of the United States. Warrants may not be offered, sold or

delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in

Regulation S under the Securities Act), except, in the case of Warrants issued by CGMHI, in the limited

circumstances described herein. In addition, certain issues of Warrants may not at any time be offered, sold

or delivered in the United States or to U.S. persons, nor may any U.S. persons at any time trade or maintain a

position in such Warrants. CGMHI may, however, offer and sell Warrants of certain issues within the

United States in reliance on the exemption from registration under the Securities Act provided by Rule 144A

thereunder (Rule 144A) to persons reasonably believed by CGMHI to be qualified institutional buyers (each

a QIB) as defined in Rule 144A. CGMHI may also arrange for the offer and sale of certain issues within the

United States to persons reasonably believed to be institutional accredited investors (each an IAI) (as defined

in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in reliance upon the exemption provided by

Section 4(2) of the Securities Act (Section 4(2)). Warrants issued by CGMFL, which are guaranteed by the

CGMFL Guarantor, will not be offered and sold in the United States or to, or for the account or benefit of,

U.S. persons. Each purchaser of Warrants being offered within the United States is hereby notified that the

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offer and sale of such Warrants is being made in reliance upon an exemption from the registration

requirements of the Securities Act and one or more exceptions and/or exclusions from regulation under the

United States Commodity Exchange Act, as amended. In certain circumstances, exercise of Warrants will be

conditional upon certification as to non-U.S. beneficial ownership. See "Terms and Conditions of

the Warrants".

The Warrants, the CGMFL Deed of Guarantee and any Entitlements 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 Warrants has not been approved by the

United States Commodity Futures Trading Commission pursuant to the United States Commodity Exchange

Act, as amended.

The Warrants may not be offered or sold to, or acquired by, any person that is, or whose purchase and

holding of the Warrants 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

Code of 1986, as amended (the Code) or an employee benefit plan or plan subject to any laws, rules or

regulations substantially similar to Title I of ERISA or Section 4975 of the Code.

The Warrants have not been approved or disapproved by the United States Securities and Exchange

Commission or any other securities commission or other regulatory authority in the United States, nor have

the foregoing authorities approved this Base Prospectus or confirmed the accuracy or determined the

adequacy of the information contained in this Base Prospectus. Any representation to the contrary is a

criminal offense in the United States.

Warrants sold in the United States will, unless otherwise specified in the relevant Issue Terms, be sold

through Citigroup Global Markets Inc., a registered broker dealer.

The Warrants and the CGMFL Deed of Guarantee constitute unconditional liabilities of their respective

issuers. None of the Warrants and the CGMFL Deed of Guarantee are insured by the Federal Deposit

Insurance Corporation (the FDIC).

Arranger of the Programme

Citigroup

Manager

Citigroup

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This Base Prospectus (excluding the CGMFL Base Prospectus) comprises a base prospectus

for the purposes of Article 5.4 of the Prospectus Directive in respect of Warrants issued

by CGMHI.

This Base Prospectus (excluding the CGMHI Base Prospectus) comprises a base prospectus

for the purposes of Article 5.4 of the Prospectus Directive in respect of Warrants issued

by CGMFL.

RESPONSIBILITY STATEMENT

CGMHI accepts responsibility for the information contained in (i) this Base Prospectus (excluding

(a) the CGMFL Base Prospectus, (b) the information set out in Section D.4 (Alternative Performance

Measures (CGMFL Guarantor)) and (c) the information set out in Section D.6 (CGMFL All Monies

Guarantee)) and (ii) the Issue Terms for each Tranche of Warrants issued under the Programme

where CGMHI is the Issuer of such Tranche of Warrants. To the best of the knowledge of CGMHI

(having taken all reasonable care to ensure that such is the case), the information contained in this

Base Prospectus (excluding (a) the CGMFL Base Prospectus, (b) the information set out in Section

D.4 (— Alternative Performance Measures (CGMFL Guarantor)) and (c) the information set out in

Section D.6 (— CGMFL All Monies Guarantee)) is in accordance with the facts and does not omit

anything likely to affect the import of such information.

CGMFL accepts responsibility for the information contained in (i) this Base Prospectus (excluding

the CGMHI Base Prospectus) and (ii) the Issue Terms for each Tranche of Warrants issued under the

Programme where CGMFL is the Issuer of such Tranche of Warrants. To the best of the knowledge

of CGMFL (having taken all reasonable care to ensure that such is the case), the information

contained in this Base Prospectus (excluding the CGMHI Base Prospectus) is in accordance with the

facts and does not omit anything likely to affect the import of such information.

The CGMFL Guarantor accepts responsibility for the information contained in (i) this Base

Prospectus (excluding the CGMHI Base Prospectus, the information set out under the heading

"Description of CGMFL", the information set out in Elements B.1 to B.18 (inclusive) of the section

entitled "Summary" and the information set out in Section D.5 (Alternative Performance Measures

(Citigroup Inc.)) and (ii) the Issue Terms for each Tranche of Warrants issued under the Programme

where CGMFL is the Issuer of such Tranche of Warrants. To the best of the knowledge of the

CGMFL Guarantor (having taken all reasonable care to ensure that such is the case), the information

contained in this Base Prospectus (excluding the CGMHI Base Prospectus, the information set out

under the heading "Description of CGMFL" and the information set out in Elements B.1 to B.18

(inclusive) of the section entitled "Summary" and the information set out in Section D.5 (Alternative

Performance Measures (Citigroup Inc.)) is in accordance with the facts and does not omit anything

likely to affect the import of such information.

Unless otherwise expressly stated in the applicable Pricing Supplement, any information contained

therein relating to the Underlying(s) will only consist of extracts from, or summaries of, and will be

based solely on, information contained in financial and other information released publicly by the

issuer, owner or sponsor, as the case may be, of such Underlying(s). Unless otherwise expressly

stated in the applicable Pricing Supplement, in relation to Exempt Warrants and a Pricing Supplement

only, the Issuer and the CGMFL Guarantor (where the Issuer is CGMFL) accept(s) responsibility for

accurately reproducing such information and, as far as the Issuer and the CGMFL Guarantor (where

the Issuer is CGMFL) is/are aware and is/are able to ascertain from information published by the

issuer, owner or sponsor, as the case may be, of such Underlying(s), no facts have been omitted which

would render the reproduced information inaccurate or misleading. This paragraph should be read

in conjunction with the three paragraphs immediately above.

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The CGMHI Base Prospectus should be read in conjunction with all documents which are

incorporated by reference therein (see "Documents Incorporated by Reference for the CGMHI Base

Prospectus"). The CGMHI Base Prospectus shall be read and construed on the basis that such

documents are incorporated into and form part of the CGMHI Base Prospectus.

The CGMFL Base Prospectus should be read in conjunction with documents which are incorporated

by reference therein (see "Documents Incorporated by Reference for the CGMFL Base Prospectus").

The CGMFL Base Prospectus shall be read and construed on the basis that such documents are

incorporated into and form part of the CGMFL Base Prospectus.

The CGMHI base prospectus (the CGMHI Base Prospectus) will comprise this Base Prospectus

with the exception of:

(a) in the "Summary", the information set out in Section B under the heading "TO BE

INCLUDED FOR WARRANTS/CERTIFICATES ISSUED BY CGMFL ONLY";

(b) the information in the section entitled "Documents Incorporated by Reference for the CGMFL

Base Prospectus" and all information incorporated therein by reference thereby;

(c) the information in the section entitled "Description of CGMFL";

(d) the information in the section entitled "Description of Citigroup Global Markets Limited";

and

(e) the information in the section entitled "Alternative Performance Measures (CGMFL

Guarantor)".

The CGMFL base prospectus (the CGMFL Base Prospectus) will comprise this Base Prospectus

with the exception of:

(a) in the "Summary", the information set out in Section B under the heading "TO BE

INCLUDED FOR WARRANTS/CERTIFICATES ISSUED BY CITIGROUP GLOBAL

MARKETS HOLDINGS INC. ONLY";

(b) the information in the section entitled "Documents Incorporated by Reference for the CGMHI

Base Prospectus" and all information incorporated therein by reference thereby; and

(c) the information in the section entitled "Description of CGMHI".

No person has been authorised to give any information or to make any representation other than

those contained in this Base Prospectus in connection with the issue or sale of any Warrants and, if

given or made, such information or representation must not be relied upon as having been authorised

by the Issuer, the CGMFL Guarantor (where the Issuer is CGMFL) or any of the Managers. Neither

the delivery of this Base Prospectus nor any sale made in connection herewith shall, under any

circumstances, create any implication that there has been no change in the affairs of the Issuer

and/or, where applicable, the CGMFL Guarantor since the date hereof or the date upon which this

Base Prospectus has been most recently amended or supplemented or that there has been no adverse

change in the financial position of any Issuer and/or the CGMFL Guarantor since the date hereof or

the date upon which this Base Prospectus has been most recently amended or supplemented or that

any other information supplied in connection with the Programme is correct as of any time

subsequent to the date on which it is supplied or, if different, the date indicated in the document

containing the same.

If the Issue Terms in respect of any Warrants includes a legend entitled "Prohibition of Sales to EEA

Retail Investors", the Warrants, from 1 January 2018 are not intended to be offered, sold or otherwise

made available to and, with effect from such date, should not be offered, sold or otherwise made

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available to any retail investor in the EEA. 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

(MiFID II); (ii) a customer within the meaning of Directive 2002/92/EC (the Insurance Mediation

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 the Prospectus Directive.

Consequently no key information document required by Regulation (EU) No 1286/2014 (the PRIIPs

Regulation) for offering or selling the Warrants or otherwise making them available to retail

investors in the EEA has been prepared and therefore offering or selling the Warrants or otherwise

making them available to any retail investor in the EEA may be unlawful under the PRIIPs

Regulation.

IMPORTANT INFORMATION RELATING TO THE USE OF THIS BASE PROSPECTUS

AND OFFERS OF WARRANTS GENERALLY

This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any

Warrants in any jurisdiction to any person to whom it is unlawful to make the offer or

solicitation in such jurisdiction. The distribution of this Base Prospectus and the offer or sale of

Warrants may be restricted by law in certain jurisdictions. None of the Issuers, the CGMFL

Guarantor and any Manager represent that this Base Prospectus may be lawfully distributed,

or that any Warrants may be lawfully offered, in compliance with any applicable registration or

other requirements in any such jurisdiction, or pursuant to an exemption available thereunder,

or assume any responsibility for facilitating any such distribution or offering. In particular,

unless specifically indicated to the contrary in the applicable Issue Terms, no action has been

taken by CGMHI, CGMFL, the CGMFL Guarantor or the Managers which is intended to

permit a public offering of any Warrants or distribution of this Base Prospectus in any

jurisdiction where action for that purpose is required. Accordingly, no Warrants may be

offered or sold, directly or indirectly, and neither this Base Prospectus nor any advertisement or

other offering material may be distributed or published in any jurisdiction, except under

circumstances that will result in compliance with any applicable laws and regulations. Persons

into whose possession this Base Prospectus or any Warrants may come must inform themselves

about, and observe, any such restrictions on the distribution of this Base Prospectus and the

offering and sale of Warrants. In particular, there are restrictions on the distribution of this

Base Prospectus and the offer or sale of Warrants in the United States, the European Economic

Area, the United Kingdom, Australia, the People's Republic of Bangladesh, the People's

Republic of China, Hong Kong Special Administrative Region, Republic of India, Republic of

Indonesia, Japan, the Republic of Korea, Malaysia, the Islamic Republic of Pakistan, The

Philippines, the Republic of Singapore, Saudi Arabia, the Democratic Socialist Republic of Sri

Lanka, Taiwan, the Kingdom of Thailand and the Socialist Republic of Vietnam. See

"Subscription, sale and transfer and selling restrictions". None of the Issuers, the CGMFL

Guarantor and any Manager makes any representation to any investor in any Warrants

regarding the legality of its investment under any applicable laws.

The Warrants may only be offered to the public in the EEA in circumstances where there is an

exemption from the obligation under the Prospectus Directive to publish a prospectus for offers

of the Warrants.

The Warrants create options which are either exercisable by the relevant holder and/or which

will be automatically exercised as provided herein. There is no obligation upon the Issuer and

the CGMFL Guarantor (where the Issuer is CGMFL) to pay any amount or deliver any asset to

any holder of a Warrant unless the relevant holder duly exercises such Warrant or such

Warrants are automatically exercised and an Exercise Notice (as defined herein) is duly

delivered. The Warrants will be exercised or will be exercisable in the manner set forth herein

and in the applicable Issue Terms. Upon exercise, in order to receive payment of any amount or

delivery of any asset due under a Warrant, the Warrantholder may be required to certify (in

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accordance with the provisions outlined in "Subscription, sale and transfer and selling

restrictions" below) that it is neither a U.S. person nor a person who has purchased such

Warrant for resale to U.S. persons and that it is not exercising such Warrant on behalf of a U.S.

person. Upon Early Termination of a Warrant following an Early Termination Event, in order

to receive payment of any amount or delivery of any asset due under a Warrant, the

Warrantholder may be required to certify that it is neither a U.S. person nor a person who has

purchased such Warrant for resale to U.S. persons. Upon transfer or exchange of a Warrant,

the Warrantholder may, in certain circumstances, be required to certify that the transfer or

exchange, as the case may be, is being made to a person whom the transferor or exchange or

reasonably believes is not a U.S. person or is a QIB or is an IAI, as applicable, who acquired the

right to such transfer or exchange in a transaction exempt from the registration requirements of

the Securities Act. The proposed transferee may also be required to deliver an investor

representation letter as a condition precedent to such proposed transfer or exchange.

The Issuer shall have complete discretion as to what type of Warrants it issues and when. The

price and amount of securities (including any Warrants) to be issued under the Programme will

be determined by the Issuer and the relevant Manager at the time of issue in accordance with

prevailing market conditions.

No Manager has separately verified the information contained in this Base Prospectus.

Accordingly, no representation, warranty or undertaking, express or implied, is made and no

responsibility is accepted by any Manager as to the accuracy or completeness of the information

contained in this Base Prospectus or any other information provided by the Issuer and the

CGMFL Guarantor (where the Issuer is CGMFL). No Manager accepts liability in relation to

the information contained in this Base Prospectus or any other information provided by the

Issuer and the CGMFL Guarantor in connection with the Programme.

Neither this Base Prospectus nor any financial statements or other information supplied in

connection with the Programme or any Warrants are intended to provide the basis of any credit

or other evaluation and should not be considered as a recommendation or a statement of

opinion, or a report of either of those things, by any Issuer, the CGMFL Guarantor or any

Manager that any recipient of this Base Prospectus or any financial statements or any other

information supplied in connection with the Programme or any Warrants should purchase any

Warrants. Each potential purchaser of any Warrants should determine for itself the relevance

of the information contained in this Base Prospectus and should make its own independent

investigation of the financial condition and affairs, and its own appraisal of the

creditworthiness, of the Issuer and/or, where the Issuer is CGMFL, the CGMFL Guarantor.

Neither this Base Prospectus nor any other information supplied in connection with the

Programme constitutes an offer or an invitation by or on behalf of any Issuer, the CGMFL

Guarantor or any Manager or any other person to subscribe for or to purchase any Warrants.

No Manager (in the case of CGML, in its capacity as Manager) undertakes to review the

financial condition or affairs of any Issuer or the CGMFL Guarantor during the life of any

Warrants nor to advise any investor or potential investor in any Warrants of any information

coming to the attention of any of the Managers. Investors should review, inter alia, the

documents incorporated herein by reference when deciding whether or not to purchase

any Warrants.

For convenience, the website addresses of certain third parties have been provided in this

Base Prospectus. Except as expressly set forth in this Base Prospectus, no information in such

websites should be deemed to be incorporated in, or form a part of, this Base Prospectus and

none of the Issuers, the CGMFL Guarantor and any Manager takes responsibility for the

information contained in such websites.

10

Notwithstanding anything to the contrary in this Base Prospectus or in any Programme

document, 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 Warrants, any fact relevant to

understanding the United States federal, state and local tax treatment of the Warrants 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 Warrants to the taxpayer and is not relevant to understanding the United

States federal, state or local tax treatment of the Warrants to the taxpayer.

The delivery of this Base Prospectus does not at any time imply that the information contained

herein concerning the Issuer and/or, where the Issuer is CGMFL, the CGMFL Guarantor, or

the Group (as defined below) is correct at any time subsequent to the date hereof or that any

other information supplied in connection with the Programme is correct as of any time

subsequent to the date indicated in the document containing the same.

This Base Prospectus has been prepared on the basis that, any offer of Warrants in any

Member State of the EEA 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 Warrants. Accordingly any person making or intending to make an offer in that

Relevant Member State of Warrants which are the subject of an offering contemplated in this

Base Prospectus as completed by Issue Terms in relation to the offer of those Warrants may

only do so in circumstances in which no obligation arises for any Issuer, the CGMFL Guarantor

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 Issuers, the CGMFL Guarantor and any Manager have

authorised, nor do they authorise, the making of any offer of Warrants in circumstances in

which an obligation arises for any Issuer, the CGMFL Guarantor or any Manager to publish or

supplement a prospectus for such offer.

In connection with any issue of Warrants or otherwise, each Issuer and/or any of its subsidiaries

may acquire and/or maintain positions in the Underlying(s) relating to such Warrants but

neither the Issuer nor any of its subsidiaries will have any obligation to acquire or maintain any

such position.

In this Base Prospectus, references to U.S.$, $, USD and U.S. Dollars refer to United States

dollars. In addition, all references to Sterling and £ refer to pounds sterling, references to

Renminbi, RMB and CNY are to the currency of the People's Republic of China (PRC) and

references to euro, EUR and € refer to the currency introduced at the start of the third stage of

European Economic and Monetary Union pursuant to the Treaty on the functioning of the

European Union, as amended.

Certain figures and percentages included in this Base Prospectus have been subject to rounding

adjustments; accordingly, figures shown in the same category presented in different tables may

vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation

of the figures which precede them.

The language of this Base Prospectus is English. Certain legislative references and technical

terms have been cited in their original language in order that the correct technical meaning may

be ascribed to them under applicable law.

The Warrants, the CGMFL Deed of Guarantee and any Entitlement do not constitute, and have

not been marketed as, contracts of sale of a commodity for future delivery (or option thereon)

11

subject to the United States Commodity Exchange Act, as amended (the CEA), and trading in

the Warrants has not been approved by the United States Commodity Futures Trading

Commission pursuant to the CEA.

AVAILABLE INFORMATION

CGMHI has undertaken in the Master Warrant Agreement (as defined below) to furnish, upon

the request of a holder of any Warrants offered and sold in reliance on Rule 144A (or permitted

to be transferred on reliance of Rule 144A) or any beneficial interest therein, to such holder or

to a prospective purchaser designated by him the information required to be delivered under

Rule 144A(d)(4) under the Securities Act if, at the time of the request, it is neither a reporting

company under Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the

Exchange Act), nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder.

12

CONTENTS

Page

SECTION A — SUMMARY ............................................................................................................. A-1 SECTION B — RISK FACTORS ...................................................................................................... B-1 SECTION C — DOCUMENTS INCORPORATED BY REFERENCE AND AVAILABLE

FOR INSPECTION AND SUPPLEMENTS ............................................................ C-2 SECTION C.1 — DOCUMENTS INCORPORATED BY REFERENCE FOR THE

CGMHI BASE PROSPECTUS .............................................................. C-3 SECTION C.2 — DOCUMENTS INCORPORATED BY REFERENCE FOR THE

CGMFL BASE PROSPECTUS ........................................................... C-12 SECTION C.3 — DOCUMENTS AVAILABLE FOR INSPECTION .............................. C-21 SECTION C.4 — SUPPLEMENTS .................................................................................... C-23

SECTION D — INFORMATION RELATING TO THE ISSUERS AND THE CGMFL

GUARANTOR ......................................................................................................... D-2 SECTION D.1 — DESCRIPTION OF CITIGROUP GLOBAL MARKETS

HOLDINGS INC. ................................................................................... D-3 SECTION D.2 — DESCRIPTION OF CITIGROUP GLOBAL MARKETS

FUNDING LUXEMBOURG S.C.A. ..................................................... D-9 SECTION D.3 — DESCRIPTION OF CITIGROUP GLOBAL MARKETS

LIMITED .............................................................................................. D-19 SECTION D.4 — ALTERNATIVE PERFORMANCE MEASURES (CGMFL

GUARANTOR) .................................................................................... D-22 SECTION D.5 — ALTERNATIVE PERFORMANCE MEASURES (CITIGROUP

INC.) ..................................................................................................... D-25 SECTION D.6 — CGMFL ALL MONIES GUARANTEE ................................................ D-29

SECTION E — GENERAL INFORMATION RELATING TO THE PROGRAMME AND

THE WARRANTS ................................................................................................... E-1 SECTION E.1 — GENERAL DESCRIPTION OF THE PROGRAMME ........................... E-2 SECTION E.2 — GENERAL INFORMATION RELATING TO THE ISSUE OF

WARRANTS UNDER THIS BASE PROSPECTUS ............................ E-3 SECTION E.3 — ISSUE OF WARRANTS .......................................................................... E-4 SECTION E.4 — BOOK-ENTRY CLEARANCE SYSTEMS ............................................ E-5 SECTION E.5 — CERTAIN BENEFIT PLAN INVESTOR CONSIDERATIONS ............ E-9 SECTION E.6 — SUBSCRIPTION, SALE AND TRANSFER AND SELLING

RESTRICTIONS .................................................................................. E-10 SECTION E.7 — TAXATION OF WARRANTS .............................................................. E-31 SECTION E.8 — NOTICE TO PURCHASERS AND HOLDERS OF WARRANTS

AND TRANSFER RESTRICTIONS ................................................... E-53 SECTION F — TERMS AND CONDITIONS OF THE WARRANTS ............................................. F-2

SECTION F.1 — TERMS AND CONDITIONS OF THE WARRANTS ............................. F-3 SECTION F.2 — SCHEDULE 1 OF THE CONDITIONS ............................................... F-141

TERMS AND CONDITIONS APPLICABLE TO EMEA PARTICIPATION

CERTIFICATES AND LATAM PARTICIPATION CERTIFICATES .............. F-141 SECTION F.3 — SCHEDULE 2 TO THE CONDITIONS ............................................... F-152

TERMS AND CONDITIONS APPLICABLE TO SAUDI PARTICIPATION

CERTIFICATES ................................................................................................... F-152 SECTION F.4 — SCHEDULE 3 OF THE CONDITIONS ............................................... F-163

TERMS AND CONDITIONS APPLICABLE TO APAC PARTICIPATION


TERMS AND CONDITIONS APPLICABLE TO APAC CONVERTIBLE

BOND PARTICIPATION CERTIFICATES ....................................................... F-172

13

SECTION F.6 — SCHEDULE 5 OF THE CONDITIONS ............................................... F-191 COMPLIANCE REPRESENTATIONS, WARRANTIES AND

UNDERTAKINGS ............................................................................................... F-191 SECTION F.7 — SCHEDULE 6 TO THE CONDITIONS ............................................... F-205

TERMS AND CONDITIONS APPLICABLE TO LONG/SHORT


PROPRIETARY INDEX CONDITIONS ............................................................ F-211 SECTION F.9 — SCHEDULE 8 OF THE CONDITIONS ............................................... F-219

CREDIT WARRANTS ......................................................................................... F-219 SECTION F.10 — PRO FORMA FINAL TERMS ........................................................... F-229 SECTION F.11 — PRO FORMA PRICING SUPPLEMENT ........................................... F-271

SECTION G — NAMES, ADDRESSES AND ROLES .................................................................... G-1

SUMMARY

A-1

SECTION A — SUMMARY

Summaries are made up of disclosure requirements known as "Elements". These Elements are

numbered in Sections A – E (A– 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 Title

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 [Warrants/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

Member States 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

[Warrants/Certificates].

A.2 Consent Not Applicable. The [Warrants/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 [Warrants/Certificates] (an Exempt Offer).

SECTION B – ISSUER [AND GUARANTOR]

[TO BE INCLUDED FOR WARRANTS/CERTIFICATES ISSUED BY CGMFL ONLY:

Element Title

B.1 Legal and

commercial name

of the Issuer

Citigroup Global Markets Funding Luxembourg S.C.A. (CGMFL)

B.2 Domicile/ legal

form/ legislation/

country of

CGMFL is a corporate partnership limited by shares (société en

commandite par actions), incorporated on 24 May 2012 under

Luxembourg law for an unlimited duration with its registered

SUMMARY

A-2

Element Title

incorporation office at 31, Z.A. Bourmicht, L-8070 Bertrange, Grand Duchy of

Luxembourg, telephone number +352 45 14 14 447 and registered

with the Register of Trade and Companies of Luxembourg

(Registre de commerce et des sociétiés, Luxembourg) under

number B 169.199.

B.4b Trend

information

Not Applicable. There are no known trends, uncertainties,

demands, commitments or events that are reasonably likely to have

a material effect on CGMFL's prospects for its current financial

year.

B.5 Description of the

Group

CGMFL is a wholly owned indirect subsidiary of Citigroup Inc.

Citigroup Inc. is a holding company and services its obligations

primarily by earnings from its operating 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 and the Institutional Clients Group and Citi

Holdings, consisting of businesses and portfolios of assets that

Citigroup Inc. has determined are not central to its core Citicorp

businesses. There is also a third segment, Corporate/Other.

B.9 Profit forecast or

estimate

Not Applicable. CGMFL has not made a profit forecast or estimate

in this Base Prospectus.

B.10 Audit report

qualifications

Not Applicable. There are no qualifications in any audit report on

the historical financial information included in the Base

Prospectus.

B.12 Selected

historical key

financial

information:

The table below sets out a summary of key financial information

extracted from CGMFL's Annual Report for the year ended

31 December 2016:

At or for the

year ended 31

December

2016

(audited)

At or for the

year ended 31

December

2015

(audited)

EUR

ASSETS

Cash and cash equivalents 681,476 822,481

Structured notes purchased 2,283,259,926 455,484,248

Index linked certificates purchased 81,407,634 -

Derivative assets 71,586,573 792,416

Current income tax assets 8,838 8,838

Other Assets 141,203 3,786

SUMMARY

A-3

Element Title

TOTAL ASSETS 2,437,085,650 457,111,769

LIABILITIES

Bank loans and overdrafts - 93,496

Structured notes issued 2,283,259,926 455,484,248

Index linked certificates issued 81,407,634 -

Derivative liabilities 71,586,573 792,416

Redeemable preference shares 1,234 1

Other liabilities 388,353 291,328

Current tax liabilities 6,144 -

TOTAL LIABILITIES 2,436,649,864 456,661,489

EQUITY

Share capital 500,000 500,000

Retained earnings (64,214) (49,720)

TOTAL EQUITY 435,786 450,280

TOTAL LIABILITIES AND

EQUITY 2,437,085,650 457,111,769

The tables below set out a summary of key financial information

extracted from CGMFL's unaudited interim report and financial

statements for the six months ended on 30 June 2017:

For the six

months ended

30 June 2017

(unaudited)

For the six

months ended

30 June 2016

(unaudited)

EUR

ASSETS

Cash and cash equivalents 599,642 924,143

Structured notes purchased 2,659,765,264 1,669,142,697

Index linked certificates purchased 520,665,896 -

Derivative assets 214,964,815 7,382,059

Current income tax assets 16,198 8,839

Other Assets 497,460 40,620

TOTAL ASSETS 3,396,509,275 1,677,498,358

LIABILITIES

Bank loans and overdrafts - 93,496

Structured notes issued 2,659,765,264 1,669,142,698

Index linked certificates issued 520,665,896 -

Derivative liabilities 214,964,815 7,382,059

Redeemable preference shares 2,700 439

Other liabilities 613,367 164,533

Current tax liabilities 6,144 79,507

TOTAL LIABILITIES 3,396,018,186 1,676,862,732

EQUITY

Share capital 500,000 500,000

Other Comprehensive Income 11,508 -

Retained earnings (20,419) 135,626

TOTAL EQUITY 491,089 635,626

SUMMARY

A-4

Element Title

TOTAL LIABILITIES AND

EQUITY

3,396,509,275 1,677,498,358

As at 30 June

2017

(unaudited)

As at 30 June

2016

(unaudited)

EUR

Interest and similar income - –

Interest expense and similar charges - –

Net interest expense - –

Net fee and commission income 175,152 162,019

Net trading income - –

Net income from financial

instruments at fair value through

profit or loss

- –

Other income - –

Total operating income 175,152 162,019

General and administrative expenses (131,358) 102,834

Profit (Loss) before income tax 43,794 264,853

Income tax expense - (79,507)

Profit (Loss) for the period 43,794 185,346

Other comprehensive income for the

period net of tax

- –

Total comprehensive income for

the financial period

43,974 185,346

Statements of no significant or material adverse change

There has been: (i) no significant change in the financial or trading

position of CGMFL since 30 June 2017 and (ii) no material

adverse change in the financial position or prospects of CGMFL

since 31 December 2016.

B.13 Events impacting

the Issuer's

solvency

Not Applicable. There are no recent events particular to CGMFL

which are to a material extent relevant to the evaluation of

CGMFL's solvency, since 31 December 2016.

B.14 Dependence upon

other group

entities

See Element B.5 Description of the Group and CGMFL's position

within the Group. CGMFL is dependent on other members of the

Group

B.15 Principal

activities

The principal activity of CGMFL is to grant loans or other forms

of funding directly or indirectly in whatever form or means to

Citigroup Global Markets Limited, another subsidiary of Citigroup

Inc., and any other entities belonging to the Group.

B.16 Controlling

shareholders

The entire issued share capital of CGMFL is held by Citigroup

Global Markets Funding Luxembourg GP S.à r.l. and Citigroup

Global Markets Limited.


Guarantee

The [Warrants/Certificates] will be unconditionally and

irrevocably guaranteed by CGML pursuant to the CGMFL Deed of

SUMMARY

A-5

Element Title

Guarantee. The CGMFL Deed of Guarantee constitutes direct,

unconditional, unsubordinated and unsecured obligations of

CGML and ranks and will rank pari passu with all other unsecured

and unsubordinated outstanding obligations of CGML, save for

such obligations as may be preferred by provisions of law that are

both mandatory and of general application.

B.19 Information about

the Guarantor

B.19/B.1 Legal and

commercial name

of the Guarantor

Citigroup Global Markets Limited (CGML)

B.19/B.2 Domicile/ legal

form/ legislation/

country of

incorporation

CGML is a private company limited by shares and incorporated in

England under the laws of England and Wales.

B.19/B.4b Trend

information

The banking environment and markets in which the Group

conducts its businesses 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 with recent financial

reform.

B.19/B.5 Description of the

Group

CGML is a wholly owned indirect subsidiary of Citigroup Inc.

Citigroup Inc. is a holding company and services its obligations

primarily by earnings from its operating subsidiaries

See Element B.5 above for a description of the Group.

B.19/B.9 Profit forecast or

estimate

Not Applicable. CGML has not made a profit forecast or estimate

in the Base Prospectus.

B.19/B.10 Audit report

qualifications



Prospectus.

B.19/B.12 Selected

historical key

financial

information


extracted from CGML's Financial Report for the year ended 31

December 2016:

At or for the year ended 31 December

2016

(audited)

2015

(audited)

(in millions of U.S. dollars)

Income Statement Data:

Gross Profit 2,735 3,259

Commission income and fees 1,320

2,063

Net dealing income 1,612 1,237

SUMMARY

A-6

Element Title

Operating profit/loss

ordinary activities before

taxation

380 373

Balance Sheet Data:

Total assets 345,608 323,339

Debt (Subordinated) 4,585 5,437

Total Shareholder's funds 13,880 13,447



position of CGML or CGML and its subsidiaries as a whole since

31 December 2016 and (ii) no material adverse change in the

financial position or prospects of CGML or CGML and its

subsidiaries as a whole since 31 December 2016.

B.19/B.13 Events impacting

the Guarantor's

solvency:

Not Applicable. There are no recent events particular to CGML


CGML's solvency since 31 December 2016.

B.19/B.14 Dependence upon

other Group

entities

CGML is a subsidiary of Citigroup Global Markets Holdings

Bahamas Limited, which is a wholly-owned indirect subsidiary of

Citigroup Inc.

See Element B.5 for CGML's position within the Group. CGML is

dependent on other members of the Group

B.19/B.15 The Guarantor's

Principal

activities

CGML has a major international presence as a dealer, market

maker and underwriter in equity, fixed income securities and

commodities, as well as providing advisory services to a wide

range of corporate, institutional and government clients. It is

headquartered in London, and operates globally.

B.19/B.16 Controlling

shareholders

CGML is a subsidiary of Citigroup Global Markets Holdings

Bahamas Limited.

[TO BE INCLUDED FOR WARRANTS/CERTIFICATES ISSUED BY CITIGROUP

GLOBAL MARKETS HOLDINGS INC. ONLY:

B.1 Legal and

commercial name

of the Issuer

Citigroup Global Markets Holdings Inc. (CGMHI)

B.2 Domicile/ legal

form/ legislation/

country of

incorporation

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 businesses 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 with recent financial

reform.

SUMMARY

A-7


Group

CGMHI is a wholly owned subsidiary of Citigroup Inc. Citigroup

Inc. is a holding company and services its obligations primarily by

earnings from its operating 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 and the Institutional Clients Group; and Citi

Holdings, consisting of businesses and portfolios of assets that

Citigroup Inc. has determined are not central to its core Citicorp

businesses. There is also a third segment, Corporate/Other.

B.9 Profit forecast or

estimate

Not Applicable. CGMHI has not made a profit forecast or estimate

in the Base Prospectus.

B.10 Audit report

qualifications



Prospectus.

B.12 Selected

historical key

financial

information:


extracted from CGMHI's Financial Report for the fiscal year ended

31 December 2016:

At or for the year ended

31 December

2016

(audited)

2015

(audited)

2014

(audited)



Consolidated revenues, net of

interest expense

9,877 11,049 11,760

Consolidated income (loss)

from continuing operations

before income taxes

2,179 2,481 (1,052)

Consolidated net income (loss) 1,344 2,022 (1,718)

Balance Sheet Data:

Total assets 420,815 390,817 412,264

Term debt 49,416 53,702 42,207

Stockholder's equity (fully

paid):

Common 32,747 26,603 24,883

SUMMARY

A-8


extracted from CGMHI's Half-Yearly Financial Report for the six months

ended 30 June 2017:

For the six months ended 30 June

2017

(unaudited)

2016

(unaudited)



Revenues, net of interest

expense

5,451 4,737

Income before income taxes 1,093 736

CGMHI's net income 607 431

Balance Sheet Data: At 30 June 2017

(unaudited)

At 31 December

2016

(unaudited)


Total assets 451,496 420,815

Term debt 45,506 49,416

Stockholder's equity (fully

paid):

Common 33,340 32,747



position of CGMHI or CGMHI and its subsidiaries taken as a

whole since 30 June 2017 and (ii) no material adverse change in

the financial position or prospects of CGMHI or CGMHI and its

subsidiaries taken as a whole since 31 December 2016.

B.13 Events impacting

the Issuer's

solvency

Not Applicable. There are no recent events particular to CGMHI


CGMHI's solvency since 31 December 2016.

B.14 Dependence upon

other group

entities

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 CGMHI is a wholly owned subsidiary of Citigroup Inc.

SUMMARY

A-9

SECTION C – SECURITIES

Element Title

C.1 Description of

Warrants/

Certificates/ISIN

The [Warrants/Certificates] are issued under the Citi Warrant

Programme which allows issues of warrants and certificates and are

referred to herein as [Warrants/Certificates]. The

[Warrants/Certificates] are issued in Series. The Series number is

[].

The International Securities Identification Number (ISIN) is [].

[The Common Code is [].] [The CUSIP is [].] [The SEDOL is

[].]

[The [Warrants/Certificates] will be consolidated and form a single

series with [identify earlier Tranches] on [].]

C.2 Currency The currency for payments in respect of the [Warrants/Certificates]

is [].

C.5 Restrictions on the

free transferability

of the

Warrants/Certificate

s

The [Warrants/Certificates] will be subject to offering, selling and

transfer restrictions with respect to the United States, the European

Economic Area, the United Kingdom, Australia, the People's

Republic of Bangladesh, the People's Republic of China, Hong

Kong Special Administrative Region, the Republic of India, the

Republic of Indonesia, Japan, the Republic of Korea, Malaysia, the

Islamic Republic of Pakistan, the Philippines, the Republic of

Singapore, Saudi Arabia, the Democratic Socialist Republic of Sri

Lanka, Taiwan, the Kingdom of Thailand and Vietnam and the

laws of any jurisdiction in which the [Warrants/Certificates] are

offered or sold.

C.8 Rights attached to

the

Warrants/Certificate

s, including ranking

and limitations on

those rights

The [Warrants/Certificates] have terms and conditions relating to,

among other matters:

Ranking

The [Warrants/Certificates] constitute direct unconditional,

unsubordinated and unsecured obligations of the Issuer [and the

Guarantor] 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 [and the

Guarantor], 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 [Warrants/Certificates] will not contain a negative

pledge provision or a cross-default provision in respect of the Issuer

[or the Guarantor].

Events of default

The terms of the [Warrants/Certificates] will not contain any event

of default provision in respect of the Issuer [or the Guarantor].

SUMMARY

A-10

Taxation

The Issuer [and the Guarantor] 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 [Warrant/Certificate] by any

person and all payments and/or deliveries made by the Issuer [or

the Guarantor] shall be made subject to any such tax, duty,

withholding or other payment which may be required to be made,

paid, withheld or deducted. [The terms of Saudi Participation

Certificates provide for the retrospective deduction of certain

amounts in respect of taxes as further detailed in Element C.15

below.]

Governing Law and jurisdiction

English law and exclusive jurisdiction of the English courts.

C.11 Admission to

trading

Application has been made to the [Irish Stock Exchange]

[Luxembourg Stock Exchange] for the [Warrants/Certificates] to be

admitted to trading on the [regulated market of the Irish Stock

Exchange] [the regulated market of the Luxembourg Stock

Exchange].

C.15 Description of how

the value of the

investment is

affected by the

value of the

underlying

instrument(s)

Amounts payable and/or assets deliverable in respect of the

[Warrants/Certificates] depend on the performance of the relevant

underlying(s).

[Call Warrants:

If the settlement price of the relevant underlying(s) on [] (subject

to adjustment – see "Disrupted Days, Market Disruption Events

and Adjustments" below) is greater than the exercise price of [],

then the [Warrants/Certificates] will be "in the money" and a

[Warrantholder/Certificateholder] will receive the difference

between such settlement price and the exercise price [(such

settlement price being subject to the deduction of a commission of

[] per cent.)] [, plus an amount (if any) determined by reference to

any relevant cash dividends declared by the relevant share company

and received during the term of the [Warrants/Certificates]][, all

multiplied by the multiplier], as further detailed in Element C.18

below. The value of the [Warrants/Certificates] is expected to

increase if the value of the relevant underlying(s) increases [and

dividends are declared and paid by it] (and vice versa). [As the

[Warrants/Certificates] are linked to a basket of underlyings, the

settlement price is determined by reference to the sum of the values

of each such underlying. The underlyings in the basket are

weighted and positive performance of some underlyings may be

negated by negative performance of other underlyings (and vice

versa)]]

SUMMARY

A-11

[As "averaging" applies, if the arithmetic mean settlement price of

the relevant underlying(s) for all the averaging dates (subject to

adjustment – see "Disrupted Days, Market Disruption Events and

Adjustments" below) is greater than the exercise price of [], then

the [Warrants/Certificates] will be "in the money" and a


between such arithmetic mean settlement price and the exercise

price [(such settlement price being subject to the deduction of a

commission of [] per cent.)] [, all multiplied by the multiplier], as

further detailed in Element C.18 below. The value of the

[Warrants/Certificates] is expected to increase if the value of the

relevant underlying(s) increases (and vice versa). [As the




weighted and positive performance of some underlyings may be

negated by negative performance of other underlyings (and vice

versa)]]

[The value of the underlying shall be converted from the currency

in which it is quoted into the currency of the

[Warrants/Certificates]. Therefore, fluctuations in such currency

exchange rate will affect the value of the [Warrants/Certificates]

and amounts due in respect thereof.]

The cash settlement amount may, in any event, be less than amount

of an investor's initial investment and the [Warrants/Certificates]

may expire worthless.]

[Put Warrants:

If the exercise price of [] is greater than the settlement price of the

relevant underlying(s) on [] (subject to adjustment – see

"Disrupted Days, Market Disruption Events and Adjustments"

below), then the [Warrants/Certificates] will be "in the money" and

a [Warrantholder/Certificateholder] will receive the difference

between such exercise price and the settlement price[(such

settlement price being subject to addition of a commission of []

per cent.)] [, less an amount (if any) determined by reference to any

relevant cash dividends declared by the relevant share company and

received during the term of the [Warrants/Certificates]][, all

multiplied by the Multiplier], as further detailed in Element C.18

below. The value of the [Warrants/Certificates] is expected to

increase if the value of the relevant underlying(s) decreases [and

dividends are not declared and paid by it] (and vice versa). [As the




weighted and negative performance of some underlyings may be

negated by positive performance of other underlyings (and vice

versa)]]

SUMMARY

A-12

[As "averaging" applies, if the exercise price of [] is greater than

the arithmetic mean settlement price of the relevant underlying(s)

for all the averaging dates (subject to adjustment – see "Disrupted

Days, Market Disruption Events and Adjustments" below), then the

[Warrants/Certificates] will be "in the money" and a


between such exercise price and arithmetic mean settlement price

[such settlement price being subject to addition of a commission of

[] per cent.] [, all multiplied by the multiplier], as further detailed

in Element C.18 below. The value of the [Warrants/Certificates] is

expected to increase if the value of the relevant underlying

decreases (and vice versa). [As the [Warrants/Certificates] are

linked to a basket of underlyings, the settlement price is determined

by reference to the sum of the values of each such underlying. The

underlyings in the basket are weighted and negative performance of

some underlyings may be negated by positive performance of other

underlyings (and vice versa)]]

[The value of the underlying shall be converted from the currency

in which it is quoted into the currency of the

[Warrants/Certificates]. Therefore, fluctuations in such currency

exchange rate will affect the value of the [Warrants/Certificates]

and amounts due in respect thereof.]




[Call Spread Warrants:

The cash settlement amount is determined by reference to the

spread, as further detailed in Element C.18 below.

If the final performance of the relevant underlying(s) increases

above the upper strike, the spread will be floored at the fixed level

of []% and the cash settlement amount will also be floored or, if

the final performance of the relevant underlying(s) decreases below

the lower strike, the spread will be capped at []%, being the

difference between the upper strike and the lower strike and the

cash settlement amount will also be capped.

If the final performance of the relevant underlying(s) is between the

upper strike and the lower strike, the value of the

[Warrants/Certificates] is expected to increase if the final

performance of the relevant underlying(s) decreases.

[As the [Warrants/Certificates] are linked to a basket of

underlyings, the underlyings in the basket are weighted and

negative performance of some underlyings may be negated by

positive performance of other underlyings (and vice versa)]




[Put Spread Warrants:

The cash settlement amount is determined by reference to the

SUMMARY

A-13

spread, as further detailed in Element C.18 below.

If the final performance of the relevant underlying(s) decreases

below the lower strike, the spread will be floored at the fixed level

of []% and the cash settlement amount will also be floored or, if

the final performance of the relevant underlying(s) increases above

the upper strike, the spread will be capped at []%, being the

difference between the upper strike and the lower strike and the

cash settlement amount will also be capped.

If the final performance of the relevant underlying(s) is between the

upper strike and the lower strike, the value of the

[Warrants/Certificates] is expected to decrease if the final

performance of the relevant underlying(s) increases.

[As the [Warrants/Certificates] are linked to a basket of

underlyings, the underlyings in the basket are weighted and

negative performance of some underlyings may be negated by

positive performance of other underlyings (and vice versa)]




[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

[average/official closing/volume weighted average] 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 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

[average/official closing/volume weighted average] price of the

relevant shares [, in each case, multiplied by the multiplier]. If a

cash dividend is paid or a stock dividend or rights issue occurs and

the Certificates are duly exercised by the relevant Cerfiticateholder,

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) [multiplied by the multiplier],

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.]

[Saudi Participation Certificates:

SUMMARY

A-14


relevant shares on the relevant trade date (converted into U.S.$) 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 dividends that would be received by a holder of the

relevant shares and to a final settlement amount that is calculated

by reference to the sale price of the relevant shares. The value of

the relevant shares and amounts paid in respect thereof shall be

converted from the local currency in which they are denominated

(being SAR) into U.S.$. Therefore, fluctuations in such currency

exchange rate will affect the value of the Certificates and amount

due in respect thereof.

Investors should note that, notwithstanding that ownership of the

relevant Certificates may have changed since a payment was made,

any cash settlement amount or the final settlement amount may be

subject to adjustment as determined by the calculation agent for

amounts either (i) withheld for tax reasons from the dividends

relating to any cash settlement amounts previously paid in respect

of the Certificates that are later found not to be owed to, or are

refundable from, the applicable local authority or (ii) which are

required to be paid in relation to the dividends relating to any

previously paid cash settlement amounts (due to local taxes) in

addition to any other amounts in respect of local taxes that were

taken into account in determining any previously paid cash

settlement amounts PROVIDED THAT no cash settlement amount

or final settlement amount shall be less than zero. Therefore,

whether the "adjustment" is positive or negative, it is the holder at

the relevant time of payment who is subject to such adjustment.]

[APAC Participation Certificates:


relevant shares on the relevant trade date and, if the Certificates are

cash settled certificates, the final settlement amount payable in

respect of such Certificates will be linked to the performance of the

relevant share company and, if the Certificates are physical

settlement certificates, the assets deliverable will be the relevant

shares 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 or, as the

case may be, value of the s

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