Citigroup Inc. Announces Offers to Purchase up to €600 Million Nominal Amount of Subordinated Notes

  Citigroup Inc. Announces Offers to Purchase up to €600 Million Nominal
  Amount of Subordinated Notes

Business Wire

LUXEMBOURG -- April 17, 2013

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE
U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN
MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA.

Citigroup Inc. (the “Company”) announces that it is inviting eligible holders
(the “Noteholders”) of its outstanding €1,250,000,000 4.25% Fixed Rate /
Floating Rate Callable Subordinated Notes due February 2030 (the “2030 Notes”)
and €800,000,000 3.625% Fixed / Floating Rate Callable Subordinated Notes due
November 2017 (the “2017 Notes”, together with the 2030 Notes, the “Notes” and
each a “Series”) to tender their Notes for purchase by the Company for cash
(each such invitation, an “Offer”, and together, the “Offers”).

The Offers are made on the terms and subject to the conditions contained in
the tender offer memorandum dated 17 April 2013 (the “Tender Offer
Memorandum”, as may be amended from time to time) prepared by the Company in
connection with the Offers, and are subject to the offer and distribution
restrictions set out below and as more fully described in the Tender Offer
Memorandum. Capitalised terms used but not otherwise defined in this
announcement shall have the meanings given to them in the Tender Offer
Memorandum.

These Offers are consistent with Citigroup's liability management strategy,
and reflect its ongoing efforts to enhance the efficiency of its funding and
capital structure. Since the beginning of 2012, Citigroup has retired
approximately $21 billion of securities, including $9.4 billion of TruPS,
reducing its overall funding costs and efficiently deploying its ample
liquidity. Citigroup will continue to consider opportunities to redeem or
repurchase securities, based on several factors, including without limitation,
the economic value, potential impact on Citigroup's net interest margin and
borrowing costs, the overall remaining tenor of Citigroup's debt portfolio, as
well as overall market conditions.

                                                    Minimum
                        Current    Outstanding      Purchase     Maximum
Notes   ISIN                                    Price per   Acceptance
                        Coupon     Nominal Amount   €1,000       Amount
                                                    nominal
                                                    amount
2030     XS0213026197   4.25%      €1,250,000,000   €1,000       €600,000,000
Notes                                                            aggregate
2017                    3M                                       nominal
Notes    XS0236075908   Euribor    €800,000,000     €975         amount
                        +127bp

The Company proposes to accept for purchase pursuant to the Offers up to
€600,000,000 in aggregate nominal amount of the Notes validly tendered for
purchase pursuant to the Offers (the “Maximum Acceptance Amount”), subject to
the right of the Company, in its sole discretion, to accept less than or more
than the Maximum Acceptance Amount for purchase pursuant to the Offers. The
Company will determine the allocation of funds between each Series in its sole
discretion and reserves the right to accept for purchase significantly more or
less (or none) of the Notes of any one Series as compared to the other Series.

The Company will determine a purchase price (the “Purchase Price”) for each
Series of Notes accepted for purchase pursuant to the Modified Dutch Auction
procedure and such Purchase Price will not be less than the relevant Minimum
Purchase Price. The Company will also pay an Accrued Interest Payment in
respect of Notes accepted for purchase, all as further described in the Tender
Offer Memorandum.

The anticipated transaction timetable is summarised below:

Events                                                Times and Dates
Commencement of the Offers
Offers announced. Tender Offer Memorandum available    17 April 2013
from the Tender Agent.
Expiration Deadline
Final deadline for receipt of valid Tender             4:00 p.m. (London time)
Instructions by the Tender Agent in order for          on 2 May 2013
Noteholders to be able to participate in the Offers.
Announcement of Purchase Prices and Tender Results
Announcement of whether the Company will accept
valid tenders of Notes pursuant to each Offer and,     At or around 10:00 a.m.
if so accepted, (i) the Series Acceptance Amount and   (London time) on 3 May
any Scaling Factor; and (ii) the Purchase Price for    2013
each Series of Notes accepted for purchase.
Expected Settlement Date
Expected settlement date for the Offers.               8 May 2013

This is an indicative timetable and may be subject to change. Noteholders are
advised to check with any bank, securities broker or other intermediary
through which they hold Notes when such intermediary needs to receive
instructions from a Noteholder in order for that Noteholder to be able to
participate in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, the Offers by the
deadlines set out above. Noteholders are advised to read carefully the Tender
Offer Memorandum for full details of, and information on, the procedures for
participating in, the Offers.

The obligation of Citigroup Inc. to accept for purchase, and to pay the
Purchase Price for Notes validly tendered pursuant to the Offers is subject
to, and conditional upon, the satisfaction or, where applicable, waiver of a
number of conditions described in the Tender Offer Memorandum. Citigroup Inc.
reserves the right, in its sole discretion, to waive any one or more of the
conditions at any time. The Offers are not contingent upon the tender of any
minimum nominal amount of Notes.

Citigroup Inc. has retained its affiliate Citigroup Global Markets Limited to
serve as the Dealer Manager, and its affiliate Citibank, N.A., London Branch
has been retained to serve as Tender Agent for the Offers.

For additional information regarding the terms of the Offers, please contact:
Citigroup Global Markets Limited at Citigroup Centre, Canada Square, Canary
Wharf, London E14 5LB, Attention: Liability Management Group, or by telephone
at +44 20 7986 8969 or email liabilitymanagement.europe@citi.com.

Requests for documents and questions regarding the tender of Notes may be
directed to Citibank, N.A., London Branch at Citigroup Centre, Canada Square,
Canary Wharf, London E14 5LB, Attention: Exchange Team, or by telephone at +44
20 7508 3867 or email exchange.gats@citi.com.

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer
Memorandum. This announcement and the Tender Offer Memorandum contain
important information which should be read carefully before any decision is
made with respect to the Offers. If any Noteholder is in any doubt as to the
action it should take, it is recommended to seek its own financial advice,
including as to any tax consequences, from its stockbroker, bank manager,
solicitor, accountant or other independent financial adviser. Any individual
or company whose Notes are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee must contact such entity if it
wishes to tender Notes in the Offers. None of Citigroup Inc., the Dealer
Manager or the Tender Agent nor any of their respective directors, employees
or affiliates makes any recommendation whether Noteholders should tender Notes
in the Offers.

OFFER AND DISTRIBUTION RESTRICTIONS

Neither this announcement nor the Tender Offer Memorandum constitutes an
invitation to participate in the Offers in any jurisdiction in which, or to
any person to or from whom, it is unlawful to make such invitation or for
there to be such participation under applicable securities laws. The
distribution of this announcement and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose possession this
announcement and/or the Tender Offer Memorandum comes are required by each of
the Company, the Dealer Managers and the Tender Agent to inform themselves
about, and to observe, any such restrictions.

United States

The Offers are not being made, and will not be made, directly or indirectly in
or into, or by use of the mails of, or by any means or instrumentality of
interstate or foreign commerce of, or of any facilities of a national
securities exchange of, the United States. This includes, but is not limited
to, facsimile transmission, electronic mail, telex, telephone, the internet
and other forms of electronic communication. Accordingly, copies of this
announcement, the Tender Offer Memorandum and any other documents or materials
relating to the Offers are not being, and must not be, directly or indirectly
mailed or otherwise transmitted, distributed or forwarded (including, without
limitation, by custodians, nominees or trustees) in or into the United States
or to any persons located or resident in the United States and the Notes
cannot be tendered in the Offers by any such use, means, instrumentality or
facility or from within the United States or by any persons located or
resident in the United States. Eligibility to participate in the Offer is not
dependent on whether the Noteholder is a “U.S. person” as defined for purposes
of Regulation S under the U.S. Securities Act of 1933, as amended. Any
purported tender of Notes resulting directly or indirectly from a violation of
these restrictions will be invalid and any purported tender of Notes made by
any person located in the United States or any agent, fiduciary or other
intermediary acting on a non-discretionary basis for a principal giving
instructions from within the United States will be invalid and will not be
accepted.

Each Noteholder participating in an Offer will represent that it is not
located in the United States and is not participating in such Offer from the
United States or it is acting on a non-discretionary basis for a principal
located outside the United States that is not giving an order to participate
in such Offer from the United States. For the purposes of this and the above
paragraph, “United States” means United States of America, its territories and
possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands), any state of the United
States of America and the District of Columbia.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offers is not being made and such
documents and/or materials have not been approved by an authorised person for
the purposes of section 21 of the Financial Services and Markets Act 2000.
Accordingly, such documents and/or materials are not being distributed to, and
must not be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials as a financial promotion is
only being made to persons in the United Kingdom who are Investment
Professionals (as defined in Article 19(5) of the Financial Services and
Markets 2000 (Financial Promotion) Order 2005 (the “Financial Promotion
Order”)) or within Article 43 of the Financial Promotion Order, or any other
persons to whom it may otherwise lawfully be made under the Financial
Promotion Order (such persons together being the “Relevant Persons”).

Insofar as the communication of this announcement, the Tender Offer Memorandum
and any other documents or materials relating to the Offers is made to or
directed at Relevant Persons, it is made to or directed at persons having
professional experience in matters relating to investments, and any investment
or investment activity to which it relates is available only to such persons
or will be engaged in only with such persons, and persons who do not have
professional experience in matters relating to investments should not rely
upon it.

Belgium

Neither this Tender Offer Memorandum nor any other documents or materials
relating to the Offers have been submitted to or will be submitted for
approval or recognition to the Belgian Financial Services and Markets
Authority (“Commission bancaire, financière et des assurances/Commissie voor
het Bank, Financie- en Assurantiewezen”) and, accordingly, the Offers may not
be made in Belgium by way of a public offering, as defined in Article6 of the
Belgian Law of 1 April 2007 on public takeover bids (“loi relative aux offres
publiques d’acquisition/wet op de openbare overnamebiedingen”) (as amended
from time to time). Accordingly, the Offers are exclusively conducted under
private placement exceptions and the Offers may not be advertised and the
Offers will not be extended, and neither this Tender Offer Memorandum nor any
other documents or materials relating to the Offers (including any memorandum,
information circular, brochure or any similar documents) has been or shall be
distributed or made available, directly or indirectly, to any person in
Belgium other than “qualified investors”
(“investisseurqualifié/gekwalificeerde belegger”) in the meaning of
Article10 of the Belgian Law of 16 June 2006 on public offering of securities
and admission to trading of securities on regulated markets (“loi relative aux
offres publiques d'instruments de placement et aux admissions d'instruments de
placement à la négociation sur des marchés réglementés/wet op de openbare
aanbieding van beleggingsinstrumenten en de toelating van
beleggingsinstrumenten tot de verhandeling op een gereglementeerde markt”) (as
amended from time to time), acting on their own account. Insofar as Belgium is
concerned, this Tender Offer Memorandum has been issued only for the personal
use of the above qualified investors and exclusively for the purpose of the
Offers. Accordingly, the information contained in this Tender Offer Memorandum
may not be used for any other purpose or disclosed to any other person in
Belgium.

France

The Offers are not being made, directly or indirectly, to the public in
France. Neither this Tender Offer Memorandum nor any other documents or
offering materials relating to the Offers have been distributed or caused to
be distributed and will not be distributed or caused to be distributed to the
public in France and only (i)providers of investment services relating to
portfolio management for the account of third parties (personnes fournissant
le service d’investissement de gestion de portefeuille pour compte de tiers),
(ii)qualified investors (investisseurs qualifiés), other than individuals,
acting for their own account, all as defined in, and in accordance with,
Articles L.411-2 and D.411-1 of the French Code monétaire et financier and/or
(iii) the other legal entities referred to in Articles L.341-2 1° and D.341-1
of the French Code monétaire et financier, are eligible to participate in the
Offer. This Tender Offer Memorandum has not been and will not be submitted to
the clearance procedures (visa) of nor approved by the Autorité des marchés
financiers.

Italy

None of the Offers, this Tender Offer Memorandum or any other document or
materials relating to the Offers have been or will be submitted to the
clearance procedures of the Commissione Nazionale per le Società e la Borsa
(the “CONSOB”) pursuant to Italian laws and regulations. The Offers are being
carried out in Italy as exempted offers pursuant to article 101-bis, paragraph
3-bis of Legislative Decree No. 58 of 24 February 1998, as amended (the
“Consolidated Financial Act”) and article 35-bis, paragraph 4 of CONSOB
Regulation No. 11971 of 14 May 1999, as amended. .Holders or beneficial owners
of the Notes that are resident or located in Italy can tender Notes for
purchase through authorized persons (such as investment firms, banks or
financial intermediaries permitted to conduct such activities in Italy in
accordance with the Consolidated Financial Act, CONSOB Regulation No. 16190 of
29 October 2007, as amended, and Legislative Decree No. 385 of 1 September
1993, as amended) and in compliance with any other applicable laws and
regulations and with any requirements imposed by CONSOB or any other Italian
authority.

                                     ###

About Citi

Citi, the leading global bank, has approximately 200 million customer accounts
and does business in more than 160 countries and jurisdictions. Citi provides
consumers, corporations, governments and institutions with a broad range of
financial products and services, including consumer banking and credit,
corporate and investment banking, securities brokerage, transaction services,
and wealth management.

Additional information may be found at www.citigroup.com | Twitter: @Citi |
YouTube: www.youtube.com/citi | Blog: http://blog.citigroup.com | Facebook:
www.facebook.com/citi | LinkedIn: www.linkedin.com/company/citi

Certain statements in this release, including without limitation the
anticipated consummation and successful completion of the Offers (including
the satisfaction of the conditions described in the Tender Offer Memorandum),
the possible amendment, extension or abandonment of one or more of the Offers,
and Citigroup Inc.’s successful execution of its liability management
strategy, are “forward-looking statements” within the meaning of the rules and
regulations of the U.S. Securities and Exchange Commission. These statements
are based on management’s current expectations and are subject to uncertainty
and changes in circumstances. Actual results may differ materially from those
included in these statements due to a variety of factors, including without
limitation (i) the level of participation in the Offers, and (ii) the
precautionary statements included in this release and in the Tender Offer
Memorandum, and those contained in Citigroup Inc.’s filings with the U.S.
Securities and Exchange Commission, including without limitation the “Risk
Factors” section of Citigroup Inc.’s 2012 Annual Report on Form 10-K.

Contact:

Media Contacts:
Jeffrey French
jeffrey.french@citi.com
+44(0)207 500 8304