Citigroup Inc. 399 Park Avenue New York, NY 10043 March 20, 2009 Dear Stockholder: We cordially invite you to attend Citi’s annual stockholders’ meeting. The meeting will be held on Tuesday, April 21, 2009, at 9AM at the Hilton New York, 1335 Avenue of the Americas in New York City. The entrance to the Hilton is on Avenue of the Americas (6th Ave.) between West 53rd and West 54th Streets. 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. The Board would also like to recognize our retiring directors, Sir Win Bischoff, Kenneth Derr, Roberto Hernandez, Robert Rubin, and Franklin Thomas for their many contributions to Citi. The collective wisdom and insight of these directors have been an invaluable source of strength for Citi. Please join me in thanking them. And thank you for your support of Citi. Sincerely, Richard D. Parsons Chairman of the Board This proxy statement and the accompanying proxy card are being mailed to Citi’s stockholders beginning about March 20, 2009. Citigroup Inc. 399 Park Avenue New York, NY 10043 Notice of Annual Meeting of Stockholders Dear Stockholder: Citi’s annual stockholders’ meeting will be held on Tuesday, April 21, 2009, at 9AM at the Hilton New York, 1335 Avenue of the Americas in New York City. The entrance to the Hilton is on Avenue of the Americas (6th Ave.) between West 53rd and West 54th Streets. You will need an admission ticket or proof of ownership of Citi stock to enter the meeting. At the meeting, stockholders will be asked to ➢ act on certain stockholder proposals, ➢ ratify the selection of Citi’s independent registered public accounting firm for 2009, ➢ elect directors, ➢ approve Citi’s 2008 Executive Compensation, ➢ approve the Citigroup 2009 stock incentive plan, and ➢ consider any other business properly brought before the meeting. The close of business on February 27, 2009 is the record date for determining stockholders entitled to vote at the annual meeting. A list of these stockholders will be available at Citi’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 20, 2009 Contents About the Annual Meeting 1 Stockholder Proposals 91 How We Have Done 5 Submission of Future Stockholder Annual Report 5 Proposals 105 Corporate Governance 5 Cost of Annual Meeting and Proxy Nomination and Governance Committee 5 Solicitation 105 Corporate Governance Guidelines 6 Director Independence 8 Householding 105 Certain Transactions and Relationships, Compensation Committee Interlocks Section 16(a) Beneficial Ownership and Insider Participation 10 Reporting Compliance 105 Indebtedness 13 Business Practices 14 ANNEX A A-1 Code of Ethics 15 CITIGROUP INC. Ethics Hotline 15 CORPORATE GOVERNANCE Code of Conduct 15 GUIDELINES Communications with the Board 15 ANNEX B B-1 Stock Ownership 16 CITIGROUP INC. AUDIT AND RISK MANAGEMENT Proposal 1: Election of Directors 20 COMMITTEE CHARTER The Nominees 20 Meetings of the Board of Directors and ANNEX C C-1 Committees 26 CITIGROUP INC. Meetings of Non-Management Directors 26 NOMINATION AND GOVERNANCE Committees of the Board of Directors 27 COMMITTEE CHARTER Involvement in Certain Legal Proceedings 30 Directors’ Compensation 30 ANNEX D D-1 CITIGROUP INC. Audit and Risk Management Committee PERSONNEL AND COMPENSATION Report 35 COMMITTEE CHARTER Executive Compensation 36 ANNEX E E-1 The Personnel and Compensation CITIGROUP INC. Committee Report 36 PUBLIC AFFAIRS COMMITTEE Compensation Discussion and Analysis 37 CHARTER Compensation Information 51 Summary Compensation Table 51 ANNEX F F-1 CITIGROUP 2009 STOCK INCENTIVE Proposal 2: Ratification of Selection of PLAN Independent Registered Public Accounting Firm 71 Disclosure of Independent Registered Public Accounting Firm Fees 71 Approval of Independent Registered Public Accounting Firm Services and Fees 71 Proposal 3: Approval of Citigroup 2009 Stock Incentive Plan 73 Proposal 4: Approval of Citi’s 2008 Executive Compensation 90 About the Annual Meeting Who is soliciting my vote? Does any single stockholder control as The board of directors of Citi is soliciting your much as 5% of any class of Citi’s voting vote at the 2009 annual meeting of Citi’s stock? stockholders. Yes, according to a Schedule 13 G Information Statement filed by State Street Bank and Where and when will the annual Trust Company on February 17, 2009, State Street may be deemed to beneficially own 6.2% meeting take place? of Citi’s common stock. State Street, the The meeting is scheduled to begin at 9AM on custodian for Citi’s 401(k) Plan, disclaimed April 21, 2009 at the Hilton New York at 1335 beneficial ownership of all such shares in the Avenue of the Americas in New York City. The Information Statement. entrance to the Hilton is on Avenue of the Americas (6th Ave.) between West 53rd and In 2008 and 2009, Citi issued to the U.S. Treasury West 54th Streets. warrants to purchase 465,117,176 shares of common stock, of which warrants to purchase 360,075,159 shares of common stock are What will I be voting on? exercisable within 60 days. The exercise prices • Nine stockholder proposals (see page 91). for the warrants are $10.61 and $17.85. The • Ratification of KPMG LLP (KPMG) as Citi’s warrants exercisable within 60 days represent independent registered public accounting firm approximately 6.2% of Citi’s voting stock. for 2009 (see page 71). However, none of the warrants have been • Election of directors (see page 20). exercised and the exercise prices are above Citi’s • Approval of Citi’s 2008 Executive closing price on March 6 of $1.03. See Citi’s Compensation (see page 90). Annual Report on Form 10-K filed on • Approval of the Citigroup 2009 Stock February 27, 2009 for additional information. Incentive Plan (see page 73). An agenda will be distributed at the meeting. For further information, see “Stock Ownership— Owners of More than 5% of Our Common Stock” in this proxy statement. How many votes do I have? You will have one vote for every share of Citi common stock you owned on February 27, 2009 How do I vote? (the record date). You can vote either in person at the annual meeting or by proxy whether or not you attend the annual meeting. How many votes can be cast by all stockholders? To vote by proxy, you must either 5,512,970,301, consisting of one vote for each of • fill out the enclosed proxy card, date and sign Citi’s shares of common stock that were it, and return it in the enclosed postage-paid outstanding on the record date. There is no envelope, cumulative voting. • vote by telephone (instructions are on the proxy card), or How many votes must be present to • vote by Internet (instructions are on the proxy hold the meeting? card). A majority of the votes that can be cast, or To ensure that your vote is counted, please 2,756,485,152. We urge you to vote by proxy remember to submit your vote by April 20, 2009. even if you plan to attend the annual meeting, so that we will know as soon as possible that Citi employees who participate in equity enough votes will be present for us to hold the programs may receive their proxy cards meeting. separately. 1 If you want to vote in person at the annual You may vote for or against or you may abstain meeting, and you hold your Citi stock through a from voting on the other proposals. If you securities broker (that is, in street name), you abstain from voting on the Citigroup 2009 Stock must obtain a proxy from your broker and bring Incentive Plan or any stockholder proposal, your that proxy to the meeting. shares will be counted as present for purposes of establishing a quorum, and the abstention will Can I change my vote? have the same effect as a vote against that Yes. Just send in a new proxy card with a later proposal. date, or cast a new vote by telephone or Internet, or send a written notice of revocation to Citi’s How many votes are required to elect Corporate Secretary at the address on the cover directors and to adopt the other of this proxy statement. If you attend the annual proposals? meeting and want to vote in person, you can Citi has adopted a by-law providing a majority request that your previously submitted proxy vote standard for director elections. The by-law not be used. amendment provides that if a nominee receives, in an uncontested election, a number of votes What if I don’t vote for some of the cast against his or her election that is greater than matters listed on my proxy card? the number of votes cast for the election of the If you return a signed proxy card without director, such director shall offer to resign from indicating your vote, your shares will be voted, his or her position as a director. Unless the in accordance with the board’s recommendation, board decides to reject the offer or to postpone for the nominees listed on the card, for KPMG as the effective date of the offer, the resignation independent registered public accounting firm shall become effective 60 days after the date of for 2009, for the Citigroup 2009 Stock Incentive the election.