Citigroup Global Markets Holdings Inc.
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CGMI, an affiliate of Citigroup Global Markets Holdings Inc., is the underwriter of the sale of the notes and is acting as principal. CGMI may resell the notes to other securities dealers at the issue price of $1,000 per note less a selling concession not in excess of the underwriting fee. CGMI will receive an underwriting fee of up to $20.00 per note, and from such underwriting fee will allow selected dealers a selling concession of up to $20.00 per note depending on market conditions that are relevant to the value of the notes at the time an order to purchase the notes is submitted to CGMI. Dealers who purchase the notes for sales to eligible institutional investors and/or to investors purchasing the notes in fee-based advisory accounts may forgo some or all selling concessions, and CGMI may forgo some or all of the underwriting fee for sales to it makes to eligible institutional investors and/or to investors purchasing the notes in fee-based advisory accounts.
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Supplemental information regarding plan of distribution; conflicts of interest:
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The terms and conditions set forth in the Amended and Restated
Global Selling Agency Agreement dated April 7, 2017 among Citigroup Global Markets Holdings Inc., Citigroup Inc. and the agents
named therein, including CGMI, govern the sale and purchase of the notes.
In order to hedge its obligations under the notes, Citigroup
Global Markets Holdings Inc. expects to enter into one or more swaps or other derivatives transactions with one or more of its
affiliates. You should refer to the section “General Information—Use of proceeds and hedging” in this pricing
supplement and the section “Use of Proceeds and Hedging” in the accompanying prospectus.
See “Plan of Distribution; Conflicts of Interest”
in the accompanying prospectus supplement for more information.
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Paying agent:
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Citibank, N.A. will serve as paying agent and registrar and will also hold the global security representing the notes as custodian for The Depository Trust Company (“DTC”).
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Contact:
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Clients may contact their local brokerage representative. Third party distributors may contact Citi Structured Investment Sales at (212) 723-7005.
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We encourage you to also read the accompanying
prospectus supplement and prospectus, which can be accessed via the hyperlink on the cover page of this pricing supplement.
Determination of Interest
Payments
On each interest payment date, the amount
of each interest payment will equal (i) the stated principal amount of the notes multiplied by the interest rate in effect
during the applicable interest period, multiplied by (ii) (180/360). If we call the notes for mandatory redemption on a
redemption date that is not also an interest payment date, the amount of interest included in the payment you receive upon redemption
will equal (i) the stated principal amount of the notes multiplied by the interest rate in effect during the applicable
interest period, multiplied by (ii) (90/360).
Hypothetical
Examples
The
following examples illustrate how the payments on the notes will be calculated with respect to various hypothetical interest payment
dates and redemption dates, depending on whether we exercise our right in our sole discretion to redeem the notes on a redemption
date or, if we do not redeem the notes prior to the maturity date, whether the interest payment date is the maturity date. The
hypothetical payments in the following examples are for illustrative purposes only, do not illustrate all possible payments on
the notes and may not correspond to the actual payment for any interest payment date applicable to a holder of the notes. The numbers
appearing in the following examples have been rounded for ease of analysis. The examples below assume that the interest rates are
set at the lowest values indicated on the cover page of this pricing supplement. The interest rates will be determined on the pricing
date.
Example
1: The interest payment date is on or prior to October 30, 2021 and either the interest payment date is not a redemption date or
it is a redemption date but we choose not to exercise our right to redeem the notes on that date.
In
this example, we would pay you an interest payment on the interest payment date per note calculated as follows:
($1,000
× 1.60%) × (180/360) = $8.00
Because
the notes are not redeemed on the interest payment date, the notes would remain outstanding and would continue to accrue interest.
Citigroup Global Markets Holdings Inc.
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Example 2: We elect
to exercise our right to redeem the notes on the second redemption date, which is not an interest payment date.
In this example, we would
pay you on the second redemption date the stated principal amount of the notes plus an interest payment per note calculated
as follows:
($1,000
× 1.60%) × (90/360) = $4.00
Therefore, you would receive
a total of $1,004.00 per note (the stated principal amount plus $4.00 of interest) on the second redemption date. Because
the notes are redeemed on the second redemption date, you would not receive any further payments from us.
Example 3: The notes
are not redeemed prior to the maturity date and the interest payment date is the maturity date.
In this example, we would
pay you on the maturity date, the stated principal amount of the notes plus an interest payment per note calculated as follows:
($1,000
× 2.50%) × (180/360) = $12.50
Therefore, you would receive
a total of $1,012.50 per note (the stated principal amount plus $12.50 of interest) on the maturity date, and you will not
receive any further payments from us.
Because we have the
right to redeem the notes prior to the maturity date, there is no assurance that the notes will remain outstanding until the maturity
date. You should expect the notes to remain outstanding after the first redemption date only if the interest rate payable
on the notes is unfavorable to you as compared to other market rates on comparable investments at that time.
Certain Selling Restrictions
Hong Kong Special Administrative Region
The contents of this pricing supplement and the accompanying
prospectus supplement and prospectus have not been reviewed by any regulatory authority in the Hong Kong Special Administrative
Region of the People’s Republic of China (“Hong Kong”). Investors are advised to exercise caution in relation
to the offer. If investors are in any doubt about any of the contents of this pricing supplement and the accompanying prospectus
supplement and prospectus, they should obtain independent professional advice.
The notes have not been offered or sold and will not be offered
or sold in Hong Kong by means of any document, other than
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(i)
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to persons whose ordinary business is to buy or sell shares or debentures (whether as principal
or agent); or
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(ii)
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to “professional investors” as defined in the Securities and Futures Ordinance (Cap.
571) of Hong Kong (the “Securities and Futures Ordinance”) and any rules made under that Ordinance; or
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(iii)
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in other circumstances which do not result in the document being a “prospectus” as
defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning
of that Ordinance; and
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There is no advertisement, invitation or document relating to
the notes which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except
if permitted to do so under the securities laws of Hong Kong) other than with respect to securities which are or are intended to
be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and
Futures Ordinance and any rules made under that Ordinance.
Non-insured Product: These notes are not insured by any governmental
agency. These notes are not bank deposits and are not covered by the Hong Kong Deposit Protection Scheme.
Singapore
This pricing supplement and the accompanying prospectus supplement
and prospectus have not been registered as a prospectus with the Monetary Authority of Singapore, and the notes will be offered
pursuant to exemptions under the Securities and Futures Act, Chapter 289 of Singapore (the “Securities and Futures Act”).
Accordingly, the notes may not be offered or sold or made the subject of an invitation for subscription or purchase nor may this
pricing supplement or any other document or material in connection with the offer or sale or invitation for subscription or purchase
of any notes be circulated or distributed, whether directly or indirectly, to any person in Singapore other than (a) to an institutional
investor pursuant to Section 274 of the Securities and Futures Act, (b) to a relevant person under Section 275(1) of the Securities
and Futures Act or to any person pursuant to Section 275(1A) of the Securities and Futures Act and in accordance with the conditions
specified in Section 275 of the Securities and Futures Act, or (c) otherwise pursuant to, and in accordance with the conditions
of, any other applicable provision of the Securities and Futures Act. Where the notes are subscribed or purchased under Section
275 of the Securities and Futures Act by a relevant person which is:
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(a)
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a corporation (which is not an accredited investor (as defined in Section 4A of the Securities
and Futures Act)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more
individuals, each of whom is an accredited investor; or
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Citigroup Global Markets Holdings Inc.
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(b)
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a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments
and each beneficiary is an individual who is an accredited investor, securities (as defined in Section 239(1) of the Securities
and Futures Act) of that corporation or the beneficiaries’ rights and interests (howsoever described) in that trust shall
not be transferable for 6 months after that corporation or that trust has acquired the relevant securities pursuant to an offer
under Section 275 of the Securities and Futures Act except:
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(i)
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to an institutional investor or to a relevant person defined in Section 275(2) of the Securities
and Futures Act or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the Securities
and Futures Act; or
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(ii)
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where no consideration is or will be given for the transfer; or
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(iii)
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where the transfer is by operation of law; or
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(iv)
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pursuant to Section 276(7) of the Securities and Futures Act; or
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(v)
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as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and
Debentures) Regulations 2005 of Singapore.
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Any notes referred to herein may not be registered with any regulator,
regulatory body or similar organization or institution in any jurisdiction.
The notes are Specified Investment Products (as defined in the
Notice on Recommendations on Investment Products and Notice on the Sale of Investment Product issued by the Monetary Authority
of Singapore on 28 July 2011) that is neither listed nor quoted on a securities market or a futures market.
Non-insured Product: These notes are not insured by any governmental
agency. These notes are not bank deposits. These notes are not insured products subject to the provisions of the Deposit Insurance
and Policy Owners’ Protection Schemes Act 2011 of Singapore and are not eligible for deposit insurance coverage under the
Deposit Insurance Scheme.
Prohibition of Sales to EEA Retail Investors
The notes may not be offered, sold or otherwise made available
to any retail investor in the European Economic Area. For the purposes of this provision:
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a)
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the expression “retail investor” means a person who is one (or more) of the following:
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(i)
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a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
“MiFID II”); or
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(ii)
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a customer within the meaning of Directive 2002/92/EC, where that customer would not qualify
as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
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(iii)
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not a qualified investor as defined in Directive 2003/71/EC; and
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b)
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the expression “offer” includes the communication in any form and by any means of
sufficient information on the terms of the offer and the notes offered so as to enable an investor to decide to purchase or subscribe
the notes.
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