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Citigroup Inc BASE PROSPECTUS U.S.$110,000,000,000 Programme for the issuance of Euro Medium-Term Notes, Series B Under the Programme for the issuance of Euro Medium-Term Notes, Series B described in this Base Prospectus which constitutes a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the “Programme”), Citigroup Inc. (the “Issuer”or“Citigroup”) may from time to time issue senior notes (the “Senior Notes”) and subordinated notes (the “Subordinated Notes” and, together with the Senior Notes, the “Notes”) with a maturity of nine months or more, subject to compliance with all laws, regulations and directives. The aggregate principal amount of Notes outstanding at any time will not exceed U.S.$110,000,000,000 (or the equivalent in other currencies). Applications have been made for Notes issued under the Programme described in this Base Prospectus to be listed on the official list and admitted to trading on the regulated market of the Luxembourg Stock Exchange, however the Issuer is not required to maintain the listing of any Notes so listed. The regulated market of the Luxembourg Stock Exchange is a regulated market for the purposes of Directive 2004/39/EC on markets in financial instruments. Notes may also be listed on any other stock exchange as set out in the relevant Final Terms. Application has been made for a certificate of approval under Article 18 of the Prospectus Directive as implemented in Luxembourg to be issued by the Luxembourg Commission de Surveillance du Secteur Financier (the “CSSF”) to the competent authority in each of France, Germany, The Netherlands, United Kingdom, Republic of Ireland, Spain, Italy, the Kingdom of Denmark, Belgium and Austria. This document as well as the documents incorporated by reference will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu). Notes have not been and will not be registered under the United States Securities Act of 1933 (as amended) (the “Securities Act”) and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to United States persons (as defined herein). For a description of certain restrictions on offers, sales and deliveries of Notes and on the distribution of this Base Prospectus or any final terms and other offering material relating to the Notes, see “Subscription and Sale”. The Notes will not be deposits or savings accounts but are unsecured debt obligations of Citigroup. Unless the Final Terms in respect of any Notes specify that such Notes are guaranteed by the U.S. Federal Deposit Insurance Corporation (“FDIC”), the Notes will not be insured or guaranteed by FDIC or any other governmental agency or instrumentality. Arranger Citi Dealer Citi The date of this Base Prospectus is 13 March 2009. RESPONSIBILITY STATEMENT The Issuer accepts responsibility for the information contained in this Base Prospectus and to the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case), the information contained in this Base Prospectus is in accordance with the facts and contains no omissions likely to affect its import. Where information contained in this Base Prospectus has been sourced from a third party, this information has been accurately reproduced and so far as the Issuer is aware and able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. IMPORTANT NOTICES This Base Prospectus should be read and construed together with any supplements hereto and with any other documents incorporated by reference herein and, in relation to any Tranche (as defined herein) of Notes, should be read and construed together with the relevant Final Terms (as defined herein). No person has been authorised to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other document entered into in connection with the Programme or any information supplied by the Issuer or such other information as is in the public domain in connection with the issue or sale of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or any of the Dealers (as defined in “Subscription and Sale”). 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 financial position or affairs of the Issuer since the date hereof or the date upon which this document has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct as of any time after the date on which it is supplied or, if different, the date indicated in the document containing the same. The distribution of this Base Prospectus and any Final Terms and the offering or sale of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus or any Final Terms comes are required by the Issuer and the Dealers to inform themselves about and to observe any such restriction. For a description of certain restrictions on offers, sales and deliveries of Notes and on the distribution of this Base Prospectus or any Final Terms and other offering material relating to the Notes, see “Subscription and Sale”. In particular, Notes have not been and will not be registered under the United States Securities Act of 1933 (as amended) (the “Securities Act”) and Bearer Notes are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or, in the case of Bearer Notes, delivered within the United States or to U.S. persons. Neither this Base Prospectus nor any Final Terms constitutes an offer of, or an invitation by or on behalf of the Issuer or the Dealers to subscribe for, or purchase, any Notes and should not be considered as a recommendation by the Issuer, the Dealers or any of them that any recipient of this Base Prospectus or any Final Terms should subscribe for or purchase any Notes. Each recipient of this Base Prospectus or any Final Terms shall be taken to have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer. The Dealers have not separately verified the information contained in this Base Prospectus. None of the Dealers makes any representation, express or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the information in this Base Prospectus. Neither this Base Prospectus nor any other financial statements are intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Issuer or any of the Dealers that any recipient of this Base Prospectus (or any information incorporated herein by reference) should purchase Notes. Each purchaser of Notes should determine for itself the relevance of the information contained in this Base Prospectus (and any information incorporated herein by reference) and its purchase of Notes should be based upon such investigation as it deems necessary. No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and neither the Dealers nor any of their respective affiliates makes any representation or warranty or accepts any responsibility as to the accuracy or completeness of the information contained in this Base Prospectus. None of the Dealers undertakes to review the financial condition or affairs of the Issuer during the life of the Programme nor to advise any investor or potential investor in the Notes of any information coming to the attention of any of the Dealers. 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 2 deemed to be incorporated in, or form a part of, this Base Prospectus and neither the Issuer nor the Dealers take responsibility for the information contained in such websites. The maximum aggregate principal amount of Notes outstanding at any one time under the Programme will not exceed U.S.$110,000,000,000 (and for this purpose, any Notes denominated in another currency shall be translated into United States dollars at the date of the agreement to issue such Notes (calculated in accordance with the provisions of the Dealer Agreement (as defined under “Subscription and Sale”)). The maximum aggregate principal amount of Notes which may be outstanding at any one time under the Programme may be increased from time to time, subject to compliance with the relevant provisions of the Dealer Agreement. In this Base Prospectus, unless otherwise specified, references to “U.S.$”, “U.S. dollars”or“dollars” are to United States dollars, references to “£”, “GBP” and “Sterling” are to the lawful currency for the time being of the United Kingdom and references to “E”, “EUR”or“Euro” are to the single currency adopted by those states participating, from time to time, in European Economic and Monetary Union pursuant to the Treaty establishing the European Community, as amended. This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may apply, any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (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 Notes.
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