Citi Warrant Programme Base Prospectus (No.1) dated 1 July 2013 CITIGROUP GLOBAL MARKETS HOLDINGS INC. (a corporation duly incorporated and existing under the laws of the State of New York) 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 Warrant Programme Warrants issued by Citigroup Global Markets Funding Luxembourg S.C.A only will be unconditionally and irrevocably guaranteed by CITIGROUP GLOBAL MARKETS LIMITED (incorporated in England and Wales) Under the Citi Warrant Programme (the Programme) described in this Base Prospectus, each of (i) Citigroup Global Markets Holdings Inc. (CGMHI) and (ii) Citigroup Global Markets Funding Luxembourg S.C.A. (CGMFL, and together with CGMHI, the Issuers and each, an Issuer) may from time to time issue warrants or certificates (and as used herein, the term the Warrants or the Certificates shall include each type of warrant and certificate issued under the Programme and the expressions Warrantholder(s) and Certificateholder(s) shall be construed accordingly). References herein to the Issuer shall be construed as whichever of CGMHI or CGMFL is the issuer or proposed issuer of the relevant Warrants. The payment and delivery of all amounts due in respect of Warrants issued by CGMFL will be unconditionally and irrevocably guaranteed by Citigroup Global Markets Limited (CGML) (in such capacity, the CGMFL Guarantor) pursuant to a deed of guarantee dated 1 July 2013 (such deed of guarantee as amended and/or supplemented and/or replaced from time to time, the CGMFL Deed of Guarantee) executed by the CGMFL Guarantor. Warrants issued by CGMHI will not be guaranteed by any entity. Each Issuer and the CGMFL Guarantor has a right of substitution as set out in the Terms and Conditions of the Warrants set out herein (the Terms and Conditions and, together with the applicable Issue Terms, the Conditions). Warrants may be issued on a continuing basis to Citigroup Global Markets Limited and/or any additional manager appointed under the Programme from time to time by the Issuers (each a Manager and together the Managers) whose appointment may be for a specific issue or on an ongoing basis. In relation to each issue of Warrants, the Manager(s) will be specified in the applicable Issue Terms. Warrants not initially sold by a Manager will be held by such Manager or an affiliate or affiliates of such Manager and may be retained or may be sold by such Manager or such affiliate or affiliates from time to time in such amounts and at such prices as such Manager or such affiliate or affiliates may determine. Offering prices will be at the discretion of the Manager(s). There is no obligation upon any Manager to sell all of the Warrants of any issue. Each Issuer reserves the right to sell Warrants directly on its own behalf to other entities and to offer Warrants in specified jurisdictions directly through distributors, in accordance with all applicable rules and regulations. Warrants may also be sold by the Issuer through the Manager(s), acting as agent of the Issuer. Pursuant to this Base Prospectus, Warrants may be issued whose return is linked to a specified index or a basket of indices (Index Warrants), a specified share or a basket of shares (Share Warrants), a specified depositary receipt or a basket of depositary receipts (Depositary Receipt Warrants), a specified exchange traded fund share or a basket of exchange traded fund shares (ETF Warrants), a specified mutual fund interest or a basket of mutual fund interests (Mutual Fund Warrants), a specified debt instrument or a basket of debt instruments (Debt Warrants), a specified currency or a basket of currencies (Currency Warrants), a specified commodity or a basket of commodities (Commodity Warrants) or a specified gilt or basket of gilts (Gilt Warrants), or any combination thereof, as more fully described herein. Each Warrant will entitle the holder thereof (the Warrantholder) (on exercise by the Warrantholder or automatic exercise, as applicable, and subject, where appropriate, to certification as to non-U.S. beneficial ownership) to receive a cash amount (if any) calculated in accordance with the relevant terms and/or to receive physical delivery of the underlying assets against, if applicable, payment of a specified sum, all subject as set forth herein and in the Conditions. The Issuer may agree with any Manager that Warrants may be issued in a form not contemplated by the relevant Terms and Conditions set out herein, in which event, if the Issuer is CGMHI, a supplement to the CGMHI Base Prospectus (as defined below) or, if the 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 Warrants, will be made available. Each of the CGMHI Base Prospectus and the CGMFL Base Prospectus has been approved by the Central Bank of Ireland (the Central Bank), as competent authority (the Competent Authority) under Directive 2003/71/EC (the Prospectus Directive) as amended (which includes the amendments made by Directive 2010/73/EU (the 2010 PD Amending Directive) to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area). The Central Bank only approves the Base Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. An electronic copy of this Base Prospectus will be published on the Central Bank's web-site at www.centralbank.ie. Such approval relates only to Warrants which are to be admitted to trading on a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive). However, there can be no assurance that such applications will be approved or that, if approved, any such approval will be given within a specified timeframe. Application will be made to the Irish Stock Exchange for the Warrants issued during the period of twelve months after the date of this Base Prospectus to be admitted to the official list (the Official List) and to trading on its regulated market. The Central Bank may, at the request of the relevant Issuer, send to a competent authority of another Member State of the European Economic Area (i) a copy of this Base Prospectus, (ii) a certificate of approval pursuant to Article 18 of the Prospectus Directive attesting that this Base Prospectus has been drawn up in accordance with the Prospectus Directive and (iii) if so required by the relevant Member State, a translation of the Summary set out herein. The requirement to publish a prospectus under the Prospectus Directive only applies to Warrants which are to be admitted to trading on a regulated market in the European Economic Area and/or offered to the public in the European Economic Area other than in circumstances where an exemption is available under Article 3.2 of the Prospectus Directive (as implemented in the relevant Member State(s)). References in this Base Prospectus to Exempt Warrants are to Warrants for which no prospectus is required to be published under the Prospectus Directive. The Central Bank has neither approved nor reviewed information contained in this Base Prospectus in connection with Exempt Warrants. Each Tranche is either subject to a Final Terms document (the Final Terms and reference to the applicable Final Terms shall be construed accordingly) or, in the case of Exempt Warrants, a pricing supplement (the Pricing Supplement and references to the applicable Pricing Supplement shall be construed accordingly). As used herein, Issue Terms means either (i) where the Warrants are not Exempt Warrants, the applicable Final Terms or (ii) where the Warrants are Exempt Warrants, the applicable Pricing Supplement, and references should be construed accordingly. 2 References in this Base Prospectus to Warrants being listed (and all related references) shall mean that such Warrants are intended to be admitted to trading on the Irish Stock Exchange's regulated market and are intended to be listed on the Official List of the Irish Stock Exchange. As specified in the applicable Final Terms, an issue of Warrants may be listed and admitted to trading, as the case may be, on the Irish Stock Exchange and/or listed and admitted to trading on any other regulated market for the purposes of the Markets in Financial Instruments Directive, as may be agreed between the Issuer and the relevant Manager. As specified in the applicable Pricing Supplement, an issue of Warrants may or may not be listed or admitted to trading, as the case may be, on any stock exchange or market other than an admission to trading on a regulated market for the purpose of the Markets in Financial Instruments Directive, as may be agreed between the Issuer and the relevant Manager. In addition, application has been made to the Irish Stock Exchange for the approval of the CGMHI Base Prospectus and the CGMFL Base Prospectus as Base Listing Particulars (the CGMHI Base Listing Particulars and the CGMFL Base Listing Particulars, respectively, and together, the Base Listing Particulars). Application has been made to the Irish Stock Exchange for Warrants issued during the 12 months from the date of the Base Listing Particulars to be admitted to the Official List and to trading on the Global Exchange Market (the Global Exchange Market) which is the exchange regulated market of the Irish Stock Exchange. The Global Exchange Market is not a regulated market for the purposes of the Markets in Financial Instruments Directive.