Citigroup Inc. 399 Park Avenue New York, NY 10043 March 12, 2010 Dear Stockholder: We cordially invite you to attend Citi’s annual stockholders’ meeting. The meeting will be held on Tuesday, April 20, 2010, at 9AM at the Hilton New York, 1335 Avenue of the Americas in New York City. The entrance to the Hilton is on the 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, C. Michael Armstrong, John M. Deutch and Anne M. Mulcahy for their many contributions to Citi. The collective wisdom and insight of these directors have been an invaluable source of strength for Citi. 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 12, 2010. 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 20, 2010, at 9AM at the Hilton New York, 1335 Avenue of the Americas in New York City. The entrance to the Hilton is on the 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 2010, ➢ elect directors, ➢ approve Citi’s 2009 Executive Compensation, ➢ approve additional shares under the Citigroup 2009 stock incentive plan, ➢ approve an amendment to the Citigroup 2009 stock incentive plan to award additional shares required to be issued in accordance with Citi’s agreement to repay its TARP obligations, ➢ ratify the Tax Benefits Preservation Plan, ➢ approve an extension of the Board’s authority to effect a reverse stock split, and ➢ consider any other business properly brought before the meeting. The close of business on February 25, 2010 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 12, 2010 Contents About the Annual Meeting 1 Proposal 3: Approval of Amendments to the Citigroup 2009 Stock Incentive Plan (to How We Have Done 5 increase authorized shares) 89 Annual Report 5 Shares Currently Available under the 2009 Plan 90 Corporate Governance 5 Award Activity in 2009-2010 90 Nomination and Governance Committee 5 Why Should You Vote to Approve the Board Diversity 7 Proposed Amendments to the 2009 Plan? 91 Corporate Governance Guidelines 7 2009 Plan Highlights 93 Director Independence 9 Supplemental Information on Equity Plan Certain Transactions and Relationships, Grants 94 Compensation Committee Interlocks and Proposal 4: Approval of TARP Repayment Insider Participation 11 Shares (and related amendments to the Indebtedness 13 Citigroup 2009 Stock Incentive Plan) 97 Business Practices 14 Code of Ethics 14 Description of the Citigroup 2009 Stock Ethics Hotline 15 Incentive Plan (including as proposed to be Code of Conduct 15 amended by proposal 3 and proposal 4) 98 Communications with the Board 15 New Plan Benefits 104 Certain United States Federal Income Tax Stock Ownership 16 Consequences 105 Owners of More than 5% of Our Common Equity Compensation Plan Information 108 Stock 19 Proposal 5: Approval of Citi’s 2009 Executive Compensation 111 Proposal 1: Election of Directors 20 Director Qualifications 20 Proposal 6: Ratification of the Tax Benefits The Nominees 28 Preservation Plan 111 Meetings of the Board of Directors and Proposal 7: Approval of the Reverse Stock Committees 36 Split Extension 114 Meetings of Non-Management Directors 36 Stockholder Proposals 123 Board Leadership Structure 36 Board’s Role in Risk Oversight 37 Submission of Future Stockholder Proposals 134 Committees of the Board of Directors 37 Cost of Annual Meeting and Proxy Solicitation 134 Involvement in Certain Legal Proceedings 41 Householding 134 Directors’ Compensation 41 Section 16(a) Beneficial Ownership Audit Committee Report 47 Reporting Compliance 134 ANNEX A Executive Compensation 48 CITIGROUP INC. Compensation Discussion and Analysis 48 CORPORATE GOVERNANCE Compensation Information 62 GUIDELINES A-1 Summary Compensation Table 62 The Personnel and Compensation ANNEX B Committee Report 81 CITIGROUP 2009 STOCK INCENTIVE Management Analysis of Material Adverse PLAN B-1 Effects of Compensation Plans 87 ANNEX C TAX BENEFITS PRESERVATION Proposal 2: Ratification of Selection of PLAN (AS PROPOSED TO BE AMENDED) C-1 Independent Registered Public Accounting ANNEX D Firm 88 CITIGROUP INC. Disclosure of Independent Registered Public FORM OF CERTIFICATE OF Accounting Firm Fees 88 AMENDMENT OF THE RESTATED Approval of Independent Registered Public CERTIFICATE OF INCORPORATION OF Accounting Firm Services and Fees 88 CITIGROUP INC D-1 About the Annual Meeting Who is soliciting my vote? How many votes must be present to hold The board of directors of Citi is soliciting your vote the meeting? at the 2010 annual meeting of Citi’s stockholders. A majority of the votes that can be cast, or 14,279,451,653. We urge you to vote by proxy even Where and when will the annual meeting if you plan to attend the annual meeting, so that we take place? will know as soon as possible that enough votes The meeting is scheduled to begin at 9 AM on will be present for us to hold the meeting. April 20, 2010 at the Hilton New York at 1335 Avenue of the Americas in New York City. The Does any single stockholder control as entrance to the Hilton is on Avenue of the much as 5% of any class of Citi’s voting Americas (6th Ave.) between West 53rd and West stock? 54th Streets. As of December 31, 2009 (i) the U.S. Treasury continues to hold approximately 7.7 billion shares, What will I be voting on? or approximately 27%, of Citi’s common stock, • Six stockholder proposals (see page 123). (ii) the U.S. Treasury and the Federal Deposit • Ratification of KPMG LLP (KPMG) as Citi’s Insurance Corporation (FDIC) continue to hold an independent registered public accounting firm aggregate of approximately $5.3 billion of Citi’s for 2010 (see page 88). trust-preferred securities, and (iii) the U.S. • Election of directors (see page 20). Treasury continues to hold three warrants • Approval of Amendments to the Citigroup 2009 exercisable for an aggregate of approximately Stock Incentive Plan (to increase authorized 465.1 million shares of Citi’s common stock. shares) (see page 89). See —Management’s Discussion and Analysis of • Approval of TARP repayment shares (and related Financial Condition and Results of Operations— amendments to the Citigroup 2009 Stock Executive Summary—Repayment of TARP and Exit Incentive Plan) (see page 97). of Loss-Sharing Agreement; Common and • Approval of Citi’s 2009 Executive Compensation Preferred Stock Activities in the Form 10-K for (see page 111). 2009. • Ratification of the Tax Benefits Preservation Plan (see page 111). For further information, see “Stock Ownership— • Approval of an extension of the Board’s Owners of More than 5% of Our Common Stock” authority to effect a reverse stock split (REVERSE in this proxy statement. STOCK SPLIT EXTENSION)(see page 114). An agenda will be distributed at the meeting. How do I vote? You can vote either in person at the annual meeting How many votes do I have? or by proxy whether or not you attend the annual You will have one vote for every share of Citi meeting. common stock you owned on February 25, 2010 (the record date). To vote by proxy, you must either • fill out the enclosed proxy card, date and sign it, How many votes can be cast by all and return it in the enclosed postage-paid stockholders? envelope, 28,558,903,303, consisting of one vote for each of • vote by telephone (instructions are on the proxy Citi’s shares of common stock that were card), or outstanding on the record date. There is no • vote by Internet (instructions are on the proxy cumulative voting. card). 1 To ensure that your vote is counted, please Can my shares be voted if I don’t return remember to submit your vote by April 19, 2010. my proxy card and don’t attend the annual meeting? Citi employees who participate in equity programs If you don’t vote your shares held in street name, may receive their proxy cards separately. your broker can vote your shares on matters that the New York Stock Exchange (NYSE) has ruled If you want to vote in person at the annual discretionary. KPMG’S appointment, Citi’s 2009 meeting, and you hold your Citi stock through a Executive Compensation and the REVERSE STOCK securities broker (that is, in “street name”), you SPLIT EXTENSION proposal are discretionary items. must obtain a proxy from your broker and bring NYSE member brokers that do not receive that proxy to the meeting. instructions from beneficial owners may vote on these proposals in the following manner: (1) a Citi affiliated member is permitted to vote your shares Can I change my vote? in the same proportion as all other shares are voted Yes.