Citigroup : Amendment to the terms and conditions - CITIGROUP INC

Published: 2025-03-25 12:59:12 ET C

From: Citigroup Inc. (as Issuer)

388 Greenwich Street, New York 10013, United States of America

To: The Noteholders of the Notes (as defined below) via the Registrar through the Relevant Clearing System

Copy:

Citibank, N.A., New York Branch (acting through its

Citigroup Global Markets Limited (as

EM Derivatives Calculations desk (or any

Dealer in respect of the Notes)

successor/department/group)) (as Calculation Agent

Citigroup Centre,

in respect of the Notes)

Canada Square,

390 Greenwich Street,

Canary Wharf,

3rd Floor,

London E14 5LB,

New York,

United Kingdom

New York 10013,

United States

21 March 2025

Notice of Amendment

CITIGROUP INC. (incorporated in Delaware)

as Issuer under the Citi Global Medium Term Note Programme (Programme) in respect of its PEN35,000,000 Fixed Rate Dual Currency Notes due January 2039 linked to PEN/USD Exchange Rate

(ISIN: XS2110113607) Series Number: EMTN8363

(the Notes)

Dear Noteholders,

We refer to the amended and restated pricing supplement dated 12 March 2025 (which amended and restated the pricing supplement dated 22 January 2024) prepared in respect of the Notes (the Amended and Restated Pricing Supplement), which must be read in conjunction with the Offering Circular (No.1) dated 14 December 2023 in relation to the Programme (as supplemented up to and including the issue date of the Notes, the Offering Document). Terms that are used but not defined in this Notice shall have the meanings given to them in the Amended and Restated Pricing Supplement or Offering Document, as applicable.

The Issuer hereby gives notice that it has amended the Terms and Conditions of the Notes by way of an amended and restated Pricing Supplement dated 21 March 2025 to add certain dual currency provisions to the Terms and Conditions of the Notes. The amendments are shown in the amended and restated Pricing Supplement attached in the Schedule hereto, such that all double-underlined text shall be inserted into the Amended and Pricing Supplement and all struck out text shall be deleted from the Amended and Restated Pricing Supplement.

The amendments set out in the Schedule hereto shall take effect from (and including) the date of this Notice and are binding on all Noteholders.

This Notice shall be governed by, and construed in accordance with, the law of the State of New York, without regard to the principles of conflicts of law.

Yours faithfully

CITIGROUP INC.

(as Issuer)

SCHEDULE

AMENDED AND RESTATED PRICING SUPPLEMENT AMENDED AND RESTATED PRICING SUPPLEMENT

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (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 (as amended, MiFID II); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the EU Prospectus Regulation). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (UK). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the FSMA) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

Amended and Restated Pricing Supplement dated 12 21 March 2025 (amending and restating the Amended and Restated Pricing Supplement dated 12 March 2025, which amended and restated the Pricing Supplement dated 22 January 2024)

Citigroup Inc.

Legal Entity Identifier (LEI): 6SHGI4ZSSLCXXQSBB395

Issue of PEN35,000,000 Fixed Rate Dual Currency Notes due January 2039 linked to PEN/USD

Exchange Rate

Under the Citi Global Medium Term Note Programme

The Notes are intended to qualify as eligible debt securities for purposes of the Federal Reserve's total loss absorbing capacity (TLAC) rule. As a result, in the event of a Citigroup Inc. bankruptcy, Citigroup Inc.'s losses and any losses incurred by its subsidiaries would be imposed first on Citigroup Inc.'s shareholders and then on its unsecured creditors, including the holders of the Notes. Further, in a bankruptcy proceeding of Citigroup Inc., any value realised by holders of the Notes may not be sufficient to repay the amounts owed on the Notes. For more information about the consequences of TLAC on the notes, you should refer to the disclosure relating to Citigroup Inc. under the heading entitled "Citi Resolution Plan (CSA, etc.) in relation to Notes issued by Citigroup Inc." in the Offering Circular.

The Offering Circular referred to below (as completed by this Pricing Supplement) has been prepared on the basis that:

(a) any offer of Notes in any Member State of the EEA will be made pursuant to an exemption under the EU Prospectus Regulation from the requirement to publish a prospectus for offers of the Notes. Accordingly, any person making or intending to make an offer in that Member State of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the EU Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the EU Prospectus Regulation, in each case, in relation to such offer; and

(b)

any offer of Notes in the United Kingdom (UK) will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to publish a prospectus for offers of the Notes. Accordingly, any person making or intending to make an offer in the UK of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation, in each case, in relation to such offer.

None of the Issuer and any Dealer has authorised, nor does any of them authorise, the making of any offer of Notes in any other circumstances. For the purposes hereof, the expression EU Prospectus Regulation means Regulation (EU) 2017/1129 (as amended) and UK Prospectus Regulation means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the EUWA).

The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act) or any state securities law. The Notes are being offered and sold outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act (Regulation S) and may not be offered or sold within the United States or to, or for the account or benefit of, any U.S. person (as defined in Regulation S). Each purchaser of the Notes or any beneficial interest therein will be deemed to have represented and agreed that it is outside the United States and is not a U.S. person and will not sell, pledge or otherwise transfer the Notes or any beneficial interest therein at any time within the United States or to, or for the account or benefit of, a U.S. person, other than the Issuer or any affiliate thereof. For a description of certain restrictions on offers and sales of Notes, see "Subscription and sale and transfer and selling restrictions for Notes" of the Offering Circular.

The Notes do not constitute, and have not been marketed as, contracts of sale of a commodity for future delivery (or options thereon) subject to the United States Commodity Exchange Act, as amended, and trading in the Notes has not been approved by the United States Commodity Futures Trading Commission under the United States Commodity Exchange Act, as amended.

The Notes may not be offered or sold to, or acquired by, any person that is, or whose purchase and holding of the Notes is made on behalf of or with "plan assets" of, an employee benefit plan subject to Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended (ERISA), a plan, individual retirement account or other arrangement subject to Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the Code) or an employee benefit plan or other plan or arrangement subject to any laws, rules or regulations substantially similar to Title I of ERISA or Section 4975 of the Code.

PART A - CONTRACTUAL TERMS

The Notes are New York Law Notes that are also Registered Notes. The Notes are issued under the Offering Circular as defined below.

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth under the sections entitled "General Conditions of the Notes" and "Schedules to the Terms and Conditions of the Notes" in the Offering Circular.

This document constitutes the Pricing Supplement of the Notes described herein and must be read in conjunction with the Offering Circular in order to obtain all the relevant information.

The Offering Circular (including all documents incorporated by reference therein) is available for viewing at the offices of the Fiscal Agent and the Paying Agents and in electronic form on the Luxembourg Stock Exchange's website(www.luxse.com).

For the purposes hereof, Offering Circular means the Offering Circular (No.1) dated 14 December 2023 in relation to the Programme including all documents incorporated by reference therein.

For the avoidance of doubt, notwithstanding anything in the terms and conditions of the Notes to the contrary, the ability of the Issuer or Calculation Agent to exercise any discretionary authority under the terms and conditions of the Notes shall be limited to exercises of such discretionary authority under which each Note of the series of Notes remains an "eligible debt security" for purposes of the Federal Reserve's total loss-absorbing capacity (TLAC) rule.

(i)

Issuer:

Citigroup Inc.

(ii)

Guarantor:

Not Applicable

(i)

Type of security:

Notes

(ii)

Series Number:

EMTN8363

(iii)

Tranche Number:

(iv)

Date on which the Notes will be

Not Applicable

consolidated and form a single

Series:

The Notes are Dual Currency Notes.

Specified Currency means:

Specified Currency or Currencies:

Aggregate Principal Amount:

(a) in respect of the Specified Denomination and the Calculation Amount (the Denomination Currency): Peruvian Sol (PEN)

(b) in respect of payments and/or deliveries (the Relevant Currency): United States Dollars (USD)

(i) Series: PEN35,000,000

(ii) Tranche: PEN35,000,000

Issue Price:

100 per cent. of the Aggregate Principal Amount converted into the Relevant Currency at the Initial FX Rate, being USD9,368,308.35 in respect of the Aggregate Principal Amount. Initial FX Rate means 3.736.

(i) Specified Denominations: PEN500,000

(ii) Calculation Amount: PEN500,000

(i) Trade Date:

(ii) Issue Date:

(iii) Interest Commencement Date:

Maturity Date:

Types of Notes:

19 January 2024 26 January 2024

Issue Date

26 January 2039 subject to adjustment in accordance with the Modified Following Business Day Convention or, if the Specified Valuation Date is adjusted in accordance with the provisions hereof, three Business Days following the Final FX Valuation Date

(i) Fixed Rate Dual Currency Notes

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

(iii) The Notes are Cash Settled Notes

10.

Interest Basis:

Fixed Rate. The Notes bear interest as

specified in item 18 and item 21 below

11.

Redemption/Payment Basis:

Redemption at par, subject as provided herein

12.

Change of Interest or Redemption/Payment

Not Applicable

Basis:

13.

Put/Call Options:

Not Applicable

14.

Status of the Notes:

Senior

15.

Method of Distribution:

Non-syndicated

PROVISIONS RELATING TO UNDERLYING LINKED NOTES

16.

Underlying Linked Notes Provisions:

(i) Underlying:

Applicable - the provisions in Condition 19 (General Provisions Applicable to Underlying Linked Notes and fallback provisions for Notes other than Underlying Linked Notes) of the General Conditions apply (subject as provided in the relevant Underlying Schedule)

In respect of the Dual Currency Provisions and the determination of the FX Rate:

(A) Description

Underlying(s):

(B) Classification:

of The "PEN INTERBANK AVE (PEN05)

(ii) Particulars in respect of each Underlying:

FX Rate where EMTA Provisions are Applicable:

(A) FX Rate Source:

(B) Valuation Time:

(D) Settlement Currency:

Rate" means, in respect of a Valuation Date, the PEN/USD average exchange rate in the interbank market expressed as the amount of PEN per one USD for settlement on the same day reported by the FX Rate Source on the Electronic Page as the "Tipo de Cambio Interbancario Promedio" at the Valuation Time, on such Valuation Date

FX Rate (EMTA Provisions: Applicable)www.bcrp.gob.pe

Banco Central de Reserva del Peru (the Central Reserve Bank of Peru)

Approximately 2:00pm., Lima time PEN

USD

(E)

Reference Currency

Lima

Business Centre(s):

(F)

Settlement Currency

New York City

Business Centre(s):

(G)

Number of Settlement

None: The Exchange Rate is for settlement the

Business Days:

same day

(H)

Number of Postponement

Three Business Days

Days:

(I)

14 consecutive calendar days

(J)

Applicable.

Maximum Days Postponement:

Dual Currency Notes: of

(iii) Elections in respect of each type of Underlying:

FX Rate(s) where EMTA Provisions are Applicable:

(a) Applicable. The FX Rate shall be used to determine the Interest Amount and the Redemption Amount as set out in item 18(iv) and item 26 below.

For such purpose, the Specified Valuation Date in respect of an Interest Payment shall be:

(i) the First Interest Payment Date, shall be 24 January 2025; and

(ii) each other Interest Payment Date, shall be the date falling 2 Business Days prior to the relevant Scheduled Interest Payment Date,

in each case, subject to adjustment as provided in Part B of the FX Rate Conditions (each such Valuation Date, as so adjusted an FX Valuation Date and the final such date, the Final FX Valuation Date).

(b) The FX Rate shall be used to determine the Early Redemption Amount as set out in item 29 below.

For such purpose, the Specified Valuation Date in respect of the Early Redemption Date shall be the date falling 2 Business Days prior to the Scheduled Early Redemption Date, subject to adjustment as provided in Part B of the FX Rate Conditions (as so adjusted, the Early Redemption FX Valuation Date).

(A) Disruption Events: If any Specified Valuation Date (adjusted in accordance with the provisions of Condition 6(b) of Part B of the FX Rate Conditions) or, if different the day on which rates for that Specified Valuation Date would, in the ordinary course, be published or announced by the relevant price source, is a Disrupted Day, the provisions of Condition 6(c) of Part B of the FX Rate Conditions shall apply

Price Source Disruption

(B) Disruption Fallbacks: The following Disruption Fallbacks apply in the following order:

Valuation Postponement Calculation Agent Determination

(D) Settlement Disruption:

(iv)

Realisation Disruption: Applicable Not Applicable Applicable

(v) Hedging Disruption Early Not Applicable Termination Event:

PROVISIONS RELATING TO REFERENCE ASSET LINKED NOTES

17. Reference Asset Linked Notes Not Applicable Provisions:

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 18. Fixed Rate Note Provisions Applicable

(i)

Interest Rate:

7.15 per cent. per annum payable annually in

arrear

(ii)

Interest Payment Date(s):

(a) In respect of the Interest Period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the First Interest Period End Date, 21 March 2025 subject to adjustment in accordance with the Modified Following Business Day Convention (the First Interest Payment Date); and

(b) In respect of each Interest Period falling in the period beginning on (and including) the First Interest Period End Date and ending on (but excluding) 26 January 2039, 26 January in each calendar year from (and including) 26 January 2025 2026 to (and including) 26 January 2039 (each a Scheduled Interest Payment Date), in each case subject

to adjustment in accordance with the Modified Following Business Day Convention or, in respect of each Scheduled Interest Payment Date falling from (and including) 26 January 2026 to (and including) 26 January 2039, if the relevant Specified Valuation Date is adjusted in accordance with the provisions hereof, three Business Days following the relevant FX Valuation Date

(iii) Interest Period End Date(s):

(iv) Interest Amount:

(v) Broken Amount(s):

(vi) Day Count Fraction:

(vii) Determination Dates:

26 January in each calendar year from (and including) 26 January 2025 (the First Interest Period End Date) to (and including) 26 January 2039, not adjusted

(a) In respect of the Interest Payment Date for the Interest Period from (and including) the Issue Date to (and including) 26 January 2025, PEN35,750 per Calculation Amount; and

(b) For the purposes hereof and of item 21 below, the Interest Amount in respect of each Calculation Amount, each an Interest Payment Date for each Interest Period falling in the period from (and including) 26 January 2026 to (and including) 26 January 2039 and the related FX Valuation Date, shall be an amount in USD rounded to the nearest sub-unit (USD0.005 being rounded upwards) determined by the Calculation Agent by reference to the following formula:

PEN500,000 × Interest Rate × DCF

UCL Interest

Where:

UCL Interest means the Underlying Closing Level of the Underlying on the relevant FX Valuation Date

Not applicable

Actual/Actual (ICMA) (the DCF) 26 January in each year

(viii) Other terms relating to the method Not Applicable of calculating interest for Fixed

Rate Notes:

19. Floating Rate Note Provisions

20. Zero Coupon Note Provisions

21. Dual Currency Interest Provisions

Not Applicable Not Applicable Applicable

Disclaimer

Citigroup Inc. published this content on March 25, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 25, 2025 at 16:58:02.589.