FOR INFORMATION ONLY If you are in any doubt as to any aspect of this document, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisor. Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the Stock Exchange) and Hong Kong Securities Clearing Company Limited (HKSCC) take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document. Base Listing Document relating to Offers of Non-Collateralised Structured Products to be issued by CITIGROUP GLOBAL MARKETS HOLDINGS INC. (a corporation duly incorporated and existing under the laws of the State of New York, the United States of America) unconditionally and irrevocably guaranteed by CITIBANK, N.A. (a national banking association organised and existing under the laws of the United States of America) Citigroup Global Markets Holdings Inc. (the Issuer) has published this document in respect of single equity call warrants, single equity put warrants, index call warrants, index put warrants, commodity call warrants, commodity put warrants, currency call warrants, currency put warrants, unit fund call warrants and unit fund put warrants (each as defined below, and together referred to as the warrants) and Equity CBBCs and Index CBBCs (each as defined below, and together referred to as the CBBCs and, together with the warrants and any other structured products approved by The Stock Exchange of Hong Kong Limited (the Stock Exchange) from time to time, the Structured Products) to be issued by the Issuer in series (each a Series) from time to time and unconditionally and irrevocably guaranteed by Citibank, N.A. (the Guarantor) and listed on the Stock Exchange. This document includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Rules) for the purpose of giving information with regard to the Issuer and the Guarantor. The Issuer and the Guarantor accept full responsibility for the accuracy of the information contained in this document and confirm, having made all reasonable enquiries, that to the best of the knowledge and belief of the Issuer and the Guarantor, there are no other facts the omission of which would make any statement in this document misleading. Additional terms relating to each Series of the Structured Products will be set out in a supplemental listing document (each a Supplemental Listing Document) which will be supplemental to, and should be read in conjunction with, this document. The Structured Products involve derivatives. Do not invest in the Structured Products unless you fully understand and are willing to assume the risks associated with the Structured Products. Investors are warned that the prices of the Structured Products may fall in value as rapidly as they may rise and holders may sustain a total loss of their investment. Prospective purchasers should therefore ensure that they understand the nature of the Structured Products and carefully study the risk factors set out in this Base Listing Document and the relevant Supplemental Listing Document and, where necessary, seek professional advice, before they invest in the Structured Products. The Structured Products constitute general unsecured contractual obligations of the Issuer and of no other person and if you purchase the Structured Products you are relying upon the creditworthiness of the Issuer and the Guarantor, and have no rights under the Structured Products against, as applicable, the underlying, any company which has issued the underlying or any company which sponsors the underlying or whose securities are comprised in the underlying. 19 June 2012 IMPORTANT If you are in any doubt as to any of the contents of this document, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. This Base Listing Document may be updated from time to time, in which case the Issuer will publish an addendum. You should read this document, together with any addendum to it and the relevant supplemental listing document, before deciding whether to invest in the Structured Products. The Issuer and the Guarantor cannot give you investment advice. You must decide for yourself whether the Structured Products meet your investment needs, and take professional advice if appropriate. This document is not intended to be, and should not be considered as, a recommendation or advice by the Issuer or the Guarantor or any of their affiliates that you should purchase any of the structured products, and you must make your own independent investigation of the financial condition and affairs of the Issuer and the Guarantor and your own appraisal of their creditworthiness. The Structured Products are offered solely on the basis of the information contained in this Base Listing Document and any supplement to it. No action has been taken to permit a public offering of the Structured Products or the distribution of this Base Listing Document in any jurisdiction where action would be required for such purposes. The distribution of this document and the offering of the Structured Products may, in certain jurisdictions, be restricted by law. The Issuer and the Guarantor require you, if in possession of this document, to inform yourself of and observe all such restrictions. This Base Listing Document has not been and will not be filed with the U.S. Securities and Exchange Commission (the U.S. SEC). The U.S. SEC and state securities regulators in the United States have not approved or disapproved these securities, or determined if this Base Listing Document is truthful or complete. Any representation to the contrary is a criminal offence in the United States. The Structured Products have not been, and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act), or the securities laws of any state in the United States. Accordingly, the Structured Products may only be offered, sold and delivered outside the United States to non-U.S. persons in reliance upon Regulation S under the Securities Act (Regulation S). You will be deemed to have made certain representations and warranties in connection with purchasing the Structured Products. See “Placing and Sale and Transfer Restrictions”. Notwithstanding anything herein to the contrary, from the commencement of discussions with respect to any transaction contemplated by this document, all persons may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of any transaction contemplated by this document and all materials of any kind (including opinions and other tax analyses) that are provided to such persons relating to such tax treatment and tax structure, except to the extent that any such disclosure could reasonably be expected to cause any offering pursuant to this document not to be in compliance with securities laws. For the purposes of this paragraph, the tax treatment of a transaction is the purported or claimed U.S. federal income tax treatment of that transaction and the tax structure of a transaction is any fact that may be relevant to understanding the purported or claimed U.S. federal income tax treatment of that transaction. 2 The Issuer and the Guarantor undertake during the period in which the Structured Products are listed on the Stock Exchange to make available to you for inspection at the office of Citigroup Global Markets Asia Limited, which is presently at 50th Floor, Citibank Tower, Citibank Plaza, 3 Garden Road, Central, Hong Kong: (a) a copy of this document and any addendum that the Issuer publishes to this document (both the English version and the Chinese translation); (b) a copy of the latest publicly available annual report and interim financial statements (if any) of each of the Issuer and the Guarantor; and (c) a copy of the consent letter of the auditors of the Issuer and the Guarantor referred to in this document. 發行人及擔保人承諾下列文件於結構性產品在聯交所上市期間在花旗環球金融亞洲有限公司的辦事處（地址為香 港中環花園道3號花旗銀行廣場花旗銀行大廈50樓）可供 閣下查閱： (a) 本文件及發行人就本文件刊發的任何增編（英文版及中文譯本）； (b) 發行人及擔保人最近期可供查閱的年報及中期財務報表（如有）；及 (c) 本文件所述發行人及擔保人各自的核數師的同意函件。 All references herein to Hong Kong Dollars and to HK$ are to the lawful currency of Hong Kong and to United States Dollars and U.S.$ are to the lawful currency of the United States of America. All references herein to Hong Kong are to the Hong Kong Special Administrative Region of the People’s Republic of China. 3 TABLE OF CONTENTS Page Overview of the Programme ................................................. 5 Risk Factors ............................................................. 9 Terms and Conditions ..................................................... 19 Terms and Conditions of the Warrants on Single Equities (Cash Settled Call Warrants and Cash Settled Put Warrants) .......................... 19 Terms and Conditions of the Index Warrants (Cash Settled Call Warrants and Cash Settled Put Warrants) .......................... 30 Terms and Conditions of the Commodity Warrants (Cash Settled Call Warrants and Cash Settled Put Warrants) .......................... 39 Terms and Conditions of the Currency Warrants (Cash Settled Call Warrants and Cash Settled Put Warrants) .........................