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Structured Note Programme Base Prospectus Dated 24 March 2016

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Structured Note Programme Base Prospectus Dated 24 March 2016 Structured Note Programme Base Prospectus dated 24 March 2016 CITIGROUP GLOBAL MARKETS HOLDINGS INC. (a corporation duly incorporated and existing under the laws of the State of New York) the issuer under the Citi U.S.$10,000,000,000 Global Structured Note Programme Notes issued by Citigroup Global Markets Holdings Inc. will be unconditionally and irrevocably guaranteed by CITIGROUP INC. (incorporated in Delaware) Under the Citi U.S.$10,000,000,000 Global Structured Note Programme (the Programme) described in this Base Prospectus, Citigroup Global Markets Holdings Inc. (CGMHI or the Issuer) may from time to time issue Notes, subject to compliance with all relevant laws, regulations and directives. The aggregate principal amount of securities outstanding under the Programme will not at any time exceed U.S.$10,000,000,000 (or the equivalent in other currencies), subject to any increase or decrease described herein. The payment and delivery of all amounts due in respect of Notes issued by CGMHI will be unconditionally and irrevocably guaranteed by Citigroup Inc. (the CGMHI Guarantor) pursuant to a deed of guarantee dated 24 March 2016 (such deed of guarantee as amended and/or supplemented and/or replaced from time to time, the CGMHI Deed of Guarantee) executed by the CGMHI Guarantor. The Issuer and the CGMHI Guarantor have a right of substitution as set out in the Terms and Conditions of the Notes set out herein. Notes may be issued on a continuing basis to Citigroup Global Markets Limited and/or Citigroup Global Markets Inc. and/or any additional dealer appointed under the Programme from time to time by the Issuer (each a Dealer and together the Dealers) which appointment may be for a specific issue or on an ongoing basis. In relation to each issue of Notes, the Dealer(s) will be specified in the applicable Issue Terms (as defined below). However, the Issuer reserves the right to sell Notes directly on its own behalf to other entities, in accordance with all applicable rules and regulations. Notes may be resold at prevailing market prices, or at prices related thereto, at the time of such resale, as determined by the Issuer or the relevant Dealer. Notes may also be sold by the Issuer through the Dealer(s), acting as agent of the Issuer. Pursuant to this Base Prospectus, Notes may be issued whose return is linked to the credit of one or more specified entities (Credit Linked Notes) or other securities or item(s) (together, Underlying Linked Notes), as more fully described herein. Notes may provide that settlement will be by way of cash settlement (Cash Settled Notes) or physical delivery (Physical Delivery Notes) as provided in the Terms and Conditions and the applicable Issue Terms. The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the relevant Terms and Conditions set out herein, in which event, a supplement to this Base Prospectus, if appropriate, which describes the effect of the agreement reached in relation to such Notes, will be made available. 0012230-0008175 ICM:23754895.5 - 1 - This Base Prospectus has been approved by the Central Bank of Ireland (the Central Bank), as competent authority under the Prospectus Directive. For the purpose of this Base Prospectus, Prospectus Directive means Directive 2003/71/EC (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 Central Bank only approves the Base Prospectus as meeting the requirements imposed under Irish and European Union law pursuant to the Prospectus Directive. Such approval relates only to Notes which are to be admitted to trading on the regulated market of the Irish Stock Exchange (the Main Securities Market) or on another regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive) and/or that are to be offered to the public in any Member State of the European Economic Area. 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 has been made to the Irish Stock Exchange plc (Irish Stock Exchange) for the Notes issued during the period of twelve months after the date of this Base Prospectus to be admitted to its official list (the Official List) and trading on the Main Securities Market. An electronic copy of this Base Prospectus will be published on the Central Bank's web-site at www.centralbank.ie. The requirement to publish a prospectus under the Prospectus Directive only applies to Notes which are to be admitted to trading on a regulated market in the European Economic Area (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 Notes are to Notes 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 Notes. Each Tranche is either subject to a Final Terms document (the Final Terms, and references to the applicable Final Terms shall be construed accordingly) or, in the case of Exempt Notes, a pricing supplement (the Pricing Supplement, and references to the applicable Pricing Supplement shall be construed accordingly). References herein to Issue Terms mean either (i) where the Notes are not Exempt Notes, the applicable Final Terms or (ii) where the Notes are Exempt Notes, the applicable Pricing Supplement, and references should be construed accordingly. References in this Base Prospectus to Notes being listed (and all related references) shall mean that such Notes 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 Notes may be listed or admitted to trading, as the case may be, on the Irish Stock Exchange and/or any other regulated market for the purposes of the Markets in Financial Instruments Directive, as may be agreed between the Issuer and the relevant Dealer. As specified in the applicable Pricing Supplement, an issue of Notes may or may not be listed or admitted to trading, as the case may be, on the Global Exchange Market (as defined below) and/or any other stock exchange or market that is not a regulated market for the purpose of the Markets in Financial Instruments Directive, as may be agreed between the Issuer and the relevant Dealer. Application has been made to the Irish Stock Exchange for the approval of this Base Prospectus as Base Listing Particulars (the Base Listing Particulars). Application will be made to the Irish Stock Exchange for Notes 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. The Global Exchange Market is not a regulated market for the purposes of the Markets in Financial Instruments Directive. Save where expressly provided or the context otherwise requires, where Notes are to be admitted to trading on the Global Exchange Market, references herein to "Base Prospectus" shall be construed to be to "Base Listing Particulars". Arthur Cox Listing Services Limited is acting solely in its capacity as Irish listing agent for the Issuer in connection with the Notes and is not itself seeking admission of the Notes 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. 0012230-0008175 ICM:23754895.5 - 2 - The Issue Terms will specify with respect to the issue of Notes to which it relates, inter alia, the specific designation of the Notes, the aggregate principal amount and type of the Notes, the date of issue of the Notes, the issue price, the relevant interest provisions (if any), and the redemption amount of the Notes and, as relevant, the underlying credit of one or more specified entities or other item(s) (each an Underlying) to which the Notes relate and certain other terms relating to the offering and sale of such Notes. The applicable Final Terms completes the Terms and Conditions of the relevant Notes. The applicable Pricing Supplement supplements the Terms and Conditions of the relevant Notes and may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the Terms and Conditions of the relevant Notes, supplement, replace and/or modify such Terms and Conditions. In respect of Notes to be listed on the Irish Stock Exchange, the Issue Terms will be delivered to the Irish Stock Exchange on or before the date of issue of the Notes of that Tranche. The issue price and amount of the Notes of any Tranche will be determined by the Issuer and the relevant Dealer(s) at the time of the issue of such Tranche in accordance with prevailing market conditions. AN ISSUE OF NOTES MAY BE OF A SPECIALIST NATURE AND SHOULD ONLY BE BOUGHT AND TRADED BY INVESTORS WHO ARE PARTICULARLY KNOWLEDGEABLE IN INVESTMENT MATTERS. PROSPECTIVE PURCHASERS OF NOTES SHOULD ENSURE THAT THEY UNDERSTAND THE NATURE OF THE RELEVANT NOTES AND THE EXTENT OF THEIR EXPOSURE TO RISKS AND THAT THEY CONSIDER THE SUITABILITY OF THE RELEVANT NOTES AS AN INVESTMENT IN LIGHT OF THEIR OWN CIRCUMSTANCES AND FINANCIAL CONDITION.
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