Citigroup Inc. 2018 Notice of Annual Meeting and Proxy Statement April 24, 2018 Annual Meeting Location: The Great Hall The Congress Plaza Hotel 520 South Michigan Avenue Chicago, Illinois 60605 Citigroup Inc. 388 Greenwich Street New York, New York 10013 March 14, 2018 Dear Stockholder: We cordially invite you to attend Citi’s 2018 Annual Stockholders’ Meeting. The Annual Meeting will be held on Tuesday, April 24, 2018, at 9:00 a.m. in The Great Hall at The Congress Plaza Hotel in Chicago, Illinois. Directions to the Annual Meeting location are provided in the Proxy Statement. At the Annual Meeting, stockholders will vote on a number of important matters. Please take the time to carefully read each of the proposals described in the Proxy Statement. Thank you for your support of Citi. Sincerely, Michael E. O’Neill Chairman of the Board 4 Letter from the Board of Directors to our Stockholders In 2017, our management’s hard work and our investors’ patience were rewarded. Citi’s relative total shareholder return (TSR) at December 31, 2017 compared favorably to that of most of the firms in our thirteen-company We all believe compensation peer group. Citi’s one-year TSR at 27% ranked us third and our “that recruiting three-year TSR at 41% placed us fifth. and nurturing a Since the financial crisis, management has been doing double duty: shedding diverse workforce and working down legacy assets in an economically rational manner, and building the Citi of the future by sharpening its focus on clients and simplifying is both morally and streamlining its operations. 2017 marked the first year that senior right and good management’s attention could be almost exclusively devoted to the second task, business, and we and progress on that front accelerated. remain committed The firm generated nearly $16 billion in net income excluding the impact of tax reform, almost $1 billion more than in 2016. Revenue growth and continued to that effort expense discipline resulted in an efficiency ratio of 57.7%, the best among our large as well. U.S. bank peers. Positive operating leverage and margin expansion were achieved ” by both our Institutional Clients Group and in each region of our Global Consumer Bank. As we committed, we also made solid progress towards our medium and longer-term return targets. Our return on assets (0.84%) and return on tangible common equity (8.1%), both adjusted for the impact of tax reform, improved, though the latter measure in particular was short of the level that management and your directors believe can be achieved. Adjusted earnings per share grew by an impressive 13%, a result of higher operating earnings and a 7% reduction in shares outstanding following a successful Comprehensive Capital Analysis and Review (CCAR) submission. The Federal Reserve Board had no objection to our capital plan and we returned $17.1 billion to our stockholders in the form of common stock repurchases and dividends – an increase of over 60% since 2016. Additionally, no deficiencies or shortcomings were found by either the Federal Reserve Board or the Federal Deposit Insurance Corporation in our 2017 Resolution Plan submission. Mention must be made of the impact the passage of the Tax Cuts and Jobs Act had on the firm’s 2017 reported results and expected future results. The significant reduction in the U.S. corporate tax rate reduced the value of Citi’s deferred tax assets (DTAs) necessitating a $22.6 billion non-cash charge that halved the carrying value of the firm’s DTAs, the last significant trace of the financial crisis. Since the crisis, the sheer size of Citi’s DTAs and their slow rate of monetization depressed the firm’s return on tangible common equity (ROTCE). All things being equal, the combination of a lower effective tax rate, and therefore higher net income, along with the $22.6 billion reduction in our tangible common equity is expected to drive a material improvement in returns. Management estimates that the increase in ROTCE as a result of tax reform will be in the region of 200 basis points. Citi 2018 Proxy Statement 5 It is important to note that the DTA charge had only a modest impact on our regulatory capital. After the common stock repurchases and the DTA charge, Citi finished the year with a Common Equity Tier 1 Capital Ratio (CET1) of 12.4%, comfortably above the 11.5% that management and the board believe is required to prudently operate the firm, and well above our regulatory minimum of 10.0%. Subject to regulatory approval, the company remains committed to returning all of the capital above the amount necessary to prudently operate and invest in our franchise. We will continue to make investments when their expected return exceeds our cost of capital or when such investments improve the quality of our risk management processes. The significant investments in digitization in both our Institutional Clients Group and Global Consumer Bank are examples of the former, and the investments in straight-through processing that will improve the accuracy and timeliness of our data gathering are an example of the latter. Machine learning, robotics, and blockchain offer potentially meaningful long-term improvements in both operating efficiencies and client satisfaction. Resources are also being devoted to these efforts which are, for the most part, in the early stages of development. For several years, Mike Corbat and the senior management team have worked hard to inculcate a culture of responsible finance into the organization. That work continues. We all believe that recruiting and nurturing a diverse workforce is both morally right and good business, and we remain committed to that effort as well. Although we are gratified by the market’s recognition of management’s efforts, neither management nor your directors are complacent. The economic environment seems propitious, but risks, as well as opportunities, loom large. Among other things, we continue to invest in cyber-security, given the increasing sophistication of those who would seek to disrupt our operations, and are also continuing to invest heavily in our Anti-Money Laundering processes. Engaging with our stockholders is a critical element of good governance, and we will continue to make it a priority. You are encouraged to write your thoughts, concerns, or suggestions to Citigroup Inc. Board of Directors, c/o Rohan Weerasinghe, General Counsel and Corporate Secretary, 388 Greenwich Street, New York, NY 10013. Michael L. Corbat S. Leslie Ireland Diana L. Taylor Ellen M. Costello Renée J. James James S. Turley John C. Dugan Eugene M. McQuade Deborah C. Wright Duncan P. Hennes Michael E. O’Neill Ernesto Zedillo Ponce de Leon Peter B. Henry Gary M. Reiner Franz B. Humer Anthony M. Santomero A WORD OF APPRECIATION We would like to thank Bill Thompson, who retired from our Board in July 2017 for his many contributions to Citi. www.citigroup.com 6 (Intentionally Left Blank) 7 Notice of Annual Meeting of Stockholders Citigroup Inc. 388 Greenwich Street New York, New York 10013 Dear Stockholder: Citi’s Annual Stockholders’ Meeting will be held on Tuesday, April 24, 2018, at 9:00 a.m. in The Great Hall at The Congress Plaza Hotel in Chicago, Illinois. Directions to the 2018 Annual Meeting location are provided on page 138 of this Proxy Statement. You will need an admission ticket or proof of ownership of Citi stock to enter the meeting. Live audio of the Annual Meeting will be webcast at www.citigroup.com. • At the meeting, stockholders will be asked to: • 1. elect the directors listed in this proxy statement, • 2. ratify the selection of Citi’s independent registered public accounting firm for 2018, • 3. consider an advisory vote to approve Citi’s 2017 executive compensation, • 4. approve additional authorized shares under the Citigroup 2014 Stock Incentive Plan, • 5. act on certain stockholder proposals, and • 6. consider any other business properly brought before the meeting, or any adjournment or postponement thereof, by or at the direction of the Board of Directors. Citi has utilized the Securities and Exchange Commission rule allowing companies to furnish proxy materials to its stockholders over the Internet. This process allows us to expedite our stockholders’ receipt of proxy materials, lower the costs of distribution, and reduce the environmental impact of our 2018 Annual Meeting. In accordance with this rule, on or about March 14, 2018, we sent to those current stockholders who were stockholders at the close of business on February 26, 2018, a notice of the 2018 Annual Meeting containing a Notice of Internet Availability of Proxy Materials (Notice). The Notice contains instructions on how to access our Proxy Statement and Annual Report and vote online. If you received a Notice and would like to receive a printed copy of our proxy materials from us instead of downloading a printable version from the Internet, please follow the instructions for requesting such materials included in the Notice. By order of the Board of Directors, Rohan Weerasinghe Corporate Secretary March 14, 2018 www.citigroup.com 8 (Intentionally Left Blank) 9 Contents PROXY STATEMENT HIGHLIGHTS 10 PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ENVIRONMENTAL, SOCIAL, AND ACCOUNTING FIRM 71 GOVERNANCE HIGHLIGHTS 13 PROPOSAL 3: ADVISORY VOTE TO APPROVE ABOUT THE 2018 ANNUAL MEETING 16 CITI’S 2017 EXECUTIVE COMPENSATION 74 How We Have Done 21 Compensation Discussion and Analysis 74 Annual Report 21 The Personnel and Compensation CORPORATE GOVERNANCE 22 Committee Report