Base Prospectus dated 25 June 2012 CITIGROUP INC. (incorporated in Delaware) and CITIGROUP FUNDING INC. (incorporated in Delaware) and CITIGROUP GLOBAL MARKETS FUNDING LUXEMBOURG S.C.A. (incorporated as a corporate partnership limited by Shares (société en commandite par actions) under Luxembourg law and registered with the Register of Trade and Companies of Luxembourg under number B169 199) each an issuer under the Citi U.S.$30,000,000,000 Global Medium Term Note and Certificate Programme Notes and Certificates issued by Citigroup Funding Inc. only will be unconditionally and irrevocably guaranteed by CITIGROUP INC. (incorporated in Delaware) Under the Global Medium Term Note and Certificate Programme (the Programme) described in this Base Prospectus, (i) each of Citigroup Inc. (Citigroup Inc.) and Citigroup Funding Inc. (CFI) may from time to time issue notes (the Notes) and certificates (the Certificates and, together with the Notes, the Securities) and (ii) Citigroup Global Markets Funding Luxembourg S.C.A. (CGMFL and, together with Citigroup Inc. and CFI, the Issuers and each an Issuer) may from time to time issue Notes (but not Certificates), in each case subject to compliance with all relevant laws, regulations and directives. References herein to the relevant Issuer shall be construed as whichever of Citigroup Inc., CFI or CGMFL is the issuer or proposed issuer of the relevant Notes, in the case of CGMFL, Citigroup Inc., or CFI, or Securities in the case of CFI and Citigroup Inc. The aggregate principal amount of Notes outstanding will not at any time exceed U.S.$30,000,000,000 (or the equivalent in other currencies), subject to any increase described herein. The payment and delivery of all amounts due in respect of Securities issued by CFI will be unconditionally and irrevocably guaranteed by Citigroup Inc. (in such capacity, the CFI Guarantor) pursuant to a deed of guarantee dated 25 June 2012 (such deed of guarantee as amended and/or supplemented and/or replaced from time to time, the Deed of Guarantee) executed by the CFI Guarantor. Notes issued by CGMFL will not be guaranteed by the CFI Guarantor or any other entity. Certificates may not be issued by CGMFL. Each of the Issuers and the CFI Guarantor has a right of substitution as set out in the Terms and Conditions of the Securities set out herein. 0012230-0004913 ICM:14930544.9 Securities 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 Issuers (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 Securities, the Dealer(s) will be specified in the applicable Final Terms. However, each Issuer reserves the right to sell Securities (or Notes only in the case of CGMFL) directly on its own behalf to other entities and to offer Securities (or Notes only in the case of CGMFL) in specified jurisdictions directly to the public through distributors, in accordance with all applicable rules and regulations. Securities (or Notes only in the case of CGMFL) may be resold at prevailing market prices, or at prices related thereto, at the time of such resale, as determined by the relevant Issuer or the relevant Dealer. Securities (or Notes only in the case of CGMFL) may also be sold by the relevant Issuer through the Dealer(s), acting as agent of the relevant Issuer. Securities may be issued whose return (whether, in the case of Notes, in respect of any interest payable on such Notes and/or their redemption amount or, in the case of Certificates, in respect of any amount payable thereunder) is linked to one or more share indices (Share Index Linked Notes and Index Linked Certificates) or one or more inflation indices (Inflation Index Linked Notes and Inflation Linked Certificates) or one or more commodities (Commodity Linked Notes and Commodity Linked Certificates) or one or more shares (Share Linked Notes and Share Linked Certificates) or Notes may be issued whose return (whether in respect of any interest payable on such Notes and/or their redemption amount) is linked to one or more commodity indices (Commodity Index Linked Notes) or one or more depositary receipts (Depositary Receipt Linked Notes) or one or more exchange traded fund (ETF) shares (ETF Linked Notes) or one or more mutual funds (Mutual Fund Linked Notes) or one or more currency exchange rates (FX Rate Linked Notes) one or more warrants (Warrant Linked Notes), one or more proprietary indices (Proprietary Index Linked Notes) or one or more Dividend Futures Contracts (Dividend Futures Contract Linked Notes), together, Underlying Linked Securities, as more fully described herein. Securities may provide that settlement will be by way of cash settlement (Cash Settled Notes and Cash Settled Certificates) or physical delivery (Physical Delivery Notes, Physical Delivery Certificates and Physical Delivery Securities) as provided in the applicable Final Terms. The relevant Issuer and the CFI Guarantor (where the relevant Issuer is CFI) may agree with any Dealer that Securities (or Notes only in the case of CGMFL) may be issued in a form not contemplated by the relevant Terms and Conditions set out herein, in which event, if the relevant Issuer is CFI or Citigroup Inc., a supplement to the Citigroup Inc. Base Prospectus (as defined below) or, if the relevant Issuer is CGMFL, a supplement to the CGMFL Base Prospectus (as defined below), if appropriate, which describes the effect of the agreement reached in relation to such Securities (or Notes only in the case of CGMFL), will be made available. Each of the Citigroup Inc. Base Prospectus and the CGMFL Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the CSSF), which is the Luxembourg competent authority (the Competent Authority) for the purpose of the Prospectus Directive (as defined below) and relevant implementing measures in Luxembourg, as a base prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in Luxembourg for the purpose of giving information with regard to (i) in the case of CFI and Citigroup Inc. and the Citigroup Inc. Base Prospectus, the issue of Securities issued by CFI or Citigroup Inc. under the Programme and (ii) in the case of CGMFL and the CGMFL Base Prospectus, the issue of Notes issued by CGMFL under the Programme, in each case during the period of twelve months after the date hereof. The CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Base Prospectus (including the Citigroup Inc. Base Prospectus and the CGMFL Base Prospectus) or the quality or solvency of any Issuer in accordance with Article 7(7) of the Prospectus Act 2005. Applications have been made for such Securities to be admitted during the period of twelve months after the date hereof to listing on the official list and to trading on the regulated market of the Luxembourg Stock Exchange. Application may be made for (1) Certificates issued by CFI or Citigroup Inc. under the Programme to be listed on the Italian Stock Exchange and admitted to trading on the electronic "Securitised Derivatives Market" organised and managed by Borsa Italiana S.p.A. (the SeDeX) and (2) Notes issued under the Programme to be listed on the Italian Stock 0012230-0004913 ICM:14930544.9 - ii - Exchange and admitted to trading on the electronic "Bond Market" organised and managed by Borsa Italiana S.p.A. (the MoT) or any other relevant market organised and managed by Borsa Italiana S.p.A., but there can be no assurance that any such listing will occur on or prior to the date of issue of any Certificates or Notes, as the case may be, or at all. Each Issuer may make applications for a certificate of approval to be issued by the CSSF to the competent authority in one or more Member States. References in this Base Prospectus to Securities being listed (and all related references) shall mean that such Securities are intended to be admitted to trading on the Luxembourg Stock Exchange's regulated market and are intended to be listed on the Official List of the Luxembourg Stock Exchange and/or listed on the Italian Stock Exchange and admitted to trading on SeDeX or on the MoT or on any other relevant market organised and managed by Borsa Italiana S.p.A. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive). As specified in the applicable Final Terms, an issue of Securities may or may not be listed or admitted to trading, as the case may be, on the Luxembourg Stock Exchange and/or the Italian Stock Exchange and/or any other stock exchange or market as may be agreed between the relevant Issuer, the CFI Guarantor (where the relevant Issuer is CFI) and the relevant Dealer. Each of the respective forms of the Final Terms is set out herein and will specify with respect to the issue of Securities to which it relates, inter alia, the specific designation of the Securities, the aggregate principal amount or number and type of the Securities, the date of issue of the Securities, the issue price, in the case of Notes, the interest provisions, (if any) and the redemption amount and, in the case of Certificates, the exercise price (if any) and the exercise period or exercise date and, in all cases as relevant, the underlying asset, index or other item(s) (each an Underlying) to which the Securities relate and certain other terms relating to the offering and sale of such Securities.