Citigroup Inc. 399 Park Avenue New York, NY 10043 March 13, 2007 Dear Stockholder: We cordially invite you to attend Citigroup’s annual stockholders’ meeting. The meeting will be held on Tuesday, April 17, 2007, at 9AM at Carnegie Hall, 154 West 57th Street in New York City. The entrance to Carnegie Hall is on West 57th Street just east of Seventh Avenue. At the meeting, stockholders will vote on a number of important matters. Please take the time to carefully read each of the proposals described in the attached proxy statement. Thank you for your support of Citigroup. Sincerely, Charles Prince Chairman of the Board and Chief Executive Officer This proxy statement and the accompanying proxy card are being mailed to Citigroup stockholders beginning about March 13, 2007. Citigroup Inc. 399 Park Avenue New York, NY 10043 Notice of Annual Meeting of Stockholders Dear Stockholder: Citigroup’s annual stockholders’ meeting will be held on Tuesday, April 17, 2007, at 9AM at Carnegie Hall, 154 West 57th Street in New York City. The entrance to Carnegie Hall is on West 57th Street just east of Seventh Avenue. You will need an admission ticket or proof of ownership of Citigroup stock to enter the meeting. At the meeting, stockholders will be asked to ➢ elect directors, ➢ ratify the selection of Citigroup’s independent registered public accounting firm for 2007, ➢ act on certain stockholder proposals, and ➢ consider any other business properly brought before the meeting. The close of business on February 21, 2007 is the record date for determining stockholders entitled to vote at the annual meeting. A list of these stockholders will be available at Citigroup’s headquarters, 399 Park Avenue, New York City, before the annual meeting. Please sign, date and promptly return the enclosed proxy card in the enclosed envelope, or vote by telephone or Internet (instructions are on your proxy card), so that your shares will be represented whether or not you attend the annual meeting. By order of the board of directors Michael S. Helfer Corporate Secretary March 13, 2007 Contents About the Annual Meeting 1 Stockholder Proposals 65 How We Have Done 4 Submission of Future Stockholder Annual Report 4 Proposals 80 Corporate Governance 4 Cost of Annual Meeting and Proxy Nomination and Governance Committee 4 Solicitation 80 Corporate Governance Guidelines 6 Director Independence 7 Householding 80 Certain Transactions and Relationships, Compensation Committee Interlocks and Section 16(a) Beneficial Ownership Insider Participation 10 Reporting Compliance 81 Indebtedness 12 The Five Point Plan 13 ANNEX A A-1 Business Practices 13 CITIGROUP INC. Code of Ethics 13 CORPORATE GOVERNANCE Ethics Hotline 14 GUIDELINES Code of Conduct 14 Communications with the Board 14 ANNEX B B-1 Stock Ownership 15 CITIGROUP INC. AUDIT AND RISK MANAGEMENT Proposal 1: Election of Directors 18 COMMITTEE CHARTER The Nominees 18 Meetings of the Board of Directors and ANNEX C C-1 Committees 25 CITIGROUP INC. Meetings of Non-Management Directors 25 NOMINATION AND GOVERNANCE Committees of the Board of Directors 26 COMMITTEE CHARTER Involvement in Certain Legal Proceedings 29 Directors’ Compensation 29 ANNEX D D-1 CITIGROUP INC. Audit and Risk Management Committee PERSONNEL AND COMPENSATION Report 34 COMMITTEE CHARTER Executive Compensation 35 The Personnel and Compensation ANNEX E E-1 Committee Report 35 CITIGROUP INC. Compensation Discussion and Analysis 36 PUBLIC AFFAIRS COMMITTEE Compensation Tables 44 CHARTER Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm 63 Disclosure of Independent Registered Public Accounting Firm Fees 63 Approval of Independent Registered Public Accounting Firm Services and Fees 63 About the Annual Meeting Who is soliciting my vote? • vote by telephone (instructions are on the proxy The board of directors of Citigroup is soliciting card), or your vote at the 2007 annual meeting of Citigroup’s • vote by Internet (instructions are on the proxy stockholders. card). What will I be voting on? To ensure that your vote is counted, please • Election of directors (see page 18). remember to submit your vote by April 16, 2007. • Ratification of KPMG LLP (KPMG) as Citigroup’s Citigroup employees who participate in equity independent registered public accounting firm programs may receive their proxy cards separately. for 2007 (see page 63). • Nine stockholder proposals (see page 65). If you want to vote in person at the annual meeting, and you hold your Citigroup stock How many votes do I have? through a securities broker (that is, in street name), You will have one vote for every share of Citigroup you must obtain a proxy from your broker and common stock you owned on February 21, 2007 bring that proxy to the meeting. (the record date). How many votes can be cast by all Can I change my vote? stockholders? Yes. Just send in a new proxy card with a later date, or cast a new vote by telephone or Internet, or 4,947,999,593, consisting of one vote for each of send a written notice of revocation to Citigroup’s Citigroup’s shares of common stock that were Corporate Secretary at the address on the cover of outstanding on the record date. There is no this proxy statement. If you attend the annual cumulative voting. meeting and want to vote in person, you can How many votes must be present to hold request that your previously submitted proxy not the meeting? be used. A majority of the votes that can be cast, or 2,473,999,798 votes. We urge you to vote by proxy What if I don’t vote for some of the even if you plan to attend the annual meeting, so matters listed on my proxy card? that we will know as soon as possible that enough If you return a signed proxy card without votes will be present for us to hold the meeting. indicating your vote, in accordance with the board’s recommendation, your shares will be voted Does any single stockholder control as for the nominees listed on the card, for KPMG as much as 5% of any class of Citigroup’s independent registered public accounting firm for voting stock? 2007, and against the other proposals. No. How are my votes counted? How do I vote? You may vote for or against a director. Each You can vote either in person at the annual meeting nominee for director will be elected if the votes for or by proxy whether or not you attend the annual the director exceed the votes against the director. meeting. Abstentions will not be counted either for or against the director but will be counted for purposes of To vote by proxy, you must either establishing a quorum. • fill out the enclosed proxy card, date and sign it, and return it in the enclosed postage-paid You may vote for or against or you may abstain on envelope, the other proposals. If you abstain from voting on 1 any stockholder proposal, your shares will be details regarding this policy, please see the counted as present for purposes of establishing a Corporate Governance Guidelines attached as quorum, and the abstention will have the same Annex A to this proxy statement. effect as a vote against that proposal. Can my shares be voted if I don’t return How many votes are required to elect my proxy card and don’t attend the annual directors and to adopt the other meeting? proposals? If you don’t vote your shares held in street name, In January 2007, the board adopted a by-law your broker can vote your shares on matters that containing a majority vote standard for director the New York Stock Exchange (NYSE) has ruled elections, replacing the majority vote corporate discretionary. The election of directors and the governance standard. The new by-law amendment ratification of KPMG’s appointment are provides that if a nominee receives, in an discretionary items. NYSE member brokers that do uncontested election, a number of votes against his not receive instructions from beneficial owners or her election that is greater than the number of may vote on these proposals in the following votes cast for the election of the director, such manner: (1) a Citigroup affiliated member is director shall offer to resign from his or her permitted to vote your shares in the same position as a director. Unless the board decides to proportion as all other shares are voted with reject the offer or to postpone the effective date of respect to each such proposal; and (2) all other the offer, the resignation shall become effective 60 NYSE member brokers are permitted to vote your days after the date of the election. The ratification shares in their discretion. of KPMG’s appointment and the stockholder If you don’t vote your shares registered directly in proposals each require the affirmative vote of a your name, not in the name of a bank or broker, majority of the shares of common stock represented your shares will not be voted. at the annual meeting and entitled to vote thereon in order to be approved. Could other matters be decided at the annual meeting? Is my vote confidential? We don’t know of any other matters that will be Last year, the board adopted a confidential voting considered at the annual meeting. If a stockholder policy as a part of its Corporate Governance proposal that was excluded from this proxy Guidelines. Under the policy, all proxies, ballots, statement is brought before the meeting, we will and vote tabulations are kept confidential for vote the proxies against the proposal. If any other registered stockholders who request confidential matters arise at the annual meeting, the proxies treatment.