FINAL TERMS. 07 December Citigroup Global Markets Holdings Inc.

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1 FINAL TERMS The contents of these Final Terms have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any content of these Final Terms, you should obtain independent professional advice. 07 December 2015 Citigroup Global Markets Holdings Inc. Issue of 59,701,492 APAC Participation Certificates that are Taiwan Participation Certificates linked to the Shares of Sino-American Silicon Products Inc. (the Certificates) under the Citi Warrant Programme The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Certificates in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Certificates. Accordingly, any person making or intending to make an offer in that Relevant Member State of the Certificates may only do so in circumstances in which no obligation arises for the Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. None of the Issuer and any Manager has authorised, nor do they authorise, the making of any offer of the Certificates in any other circumstances. For the purposes hereof, the expression Prospectus Directive means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measures in the Relevant Member State). The Certificates have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act) or any state securities law and may not be offered or sold within the United States or to, or for the account or benefit of, any U.S. person (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act and applicable state securities laws. The Certificates and any Entitlements do not constitute, and have not been marketed as, contracts of sale of a commodity for future delivery (or options thereon) subject to the United States Commodity Exchange Act, as amended, and trading in the Certificates has not been approved by the United States Commodity Futures Trading Commission pursuant to the United States Commodity Exchange Act, as amended. For a description of certain restrictions on offers and sales of Certificates, see "Notice to Purchasers and Holders of Warrants and Transfer Restrictions" in the Base Prospectus. The Certificates may not be offered or sold to, or acquired by, any person that is, or whose purchase and holding of the Certificates is made on behalf of or with "plan assets" of, an employee benefit plan subject to Title I of the United States Employee Retirement Income Security Act of 1974, as amended (ERISA), a plan, individual retirement account or other arrangement subject to Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the Code) or an employee benefit plan or plan subject to any laws, rules or regulations substantially similar to Title I of ERISA or Section 4975 of the Code. Notwithstanding anything to the contrary in this Final Terms or the Base Prospectus (as defined below), all persons may disclose to any and all persons, without limitation of any kind, the United States federal, state and local tax treatment of the Certificates, any fact relevant to understanding the 1

2 United States federal, state and local tax treatment of the Certificates, and all materials of any kind (including opinions or other tax analyses) relating to such United States federal, state and local tax treatment other than the names of the parties or any other person named herein, or information that would permit identification of the parties or other non-public business or financial information that is unrelated to the United States federal, state or local tax treatment of the Certificates with respect to such person and is not relevant to understanding the United States federal, state or local tax treatment of the Certificates with respect to such person. PART A CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus and the Supplements which together constitute a base prospectus for the purposes of the Prospectus Directive. This document constitutes the Final Terms of the Certificates described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus, as so supplemented. Full information on the Issuer and the offer of the Certificates is only available on the basis of the combination of this Final Terms and the Base Prospectus, as so supplemented. The Base Prospectus and the Supplements are available for viewing at the specified offices of the Manager and the Warrant Agents. The Base Prospectus, the Supplements and this Final Terms are also published on the website of the Central Bank of Ireland ( Base Prospectus means the CGMHI Base Prospectus dated 25 September 2015, as supplemented by a Supplement (No.1) dated 27 October 2015 (Supplement No. 1) and a Supplement (No. 2) dated 16 November 2015 (Supplement No. 2) (Supplement No. 1 together with Supplement No. 2, the Supplements). By the purchase of any Certificates, each Certificateholder will be deemed to have: (i) (ii) (iii) represented and warranted that the acquisition of the Certificate by it will not contravene any charter, investment objectives or internal policies, or any applicable laws or regulations, including without limitation, Section 12(d)(3) of the U.S. Investment Company Act and the rules promulgated thereunder; acknowledged and consented to the Issuer and/or the Manager disclosing, without notice to the relevant Certificateholder, any matters (including the name of any such Certificateholder) which the Issuer and/or the Manager considers to be required by, or requested by, any competent government entity or authority; and represented, warranted, undertaken and agreed to comply with the Taiwan Compliance Representations, Warranties and Undertakings set out in Schedule 5 to the Conditions. References herein to numbered Conditions are to the terms and conditions of the Certificates and words and expressions defined in such terms and conditions shall bear the same meaning in this Final Terms, save where otherwise expressly provided. TYPE, ISSUE AND GENERAL PROVISIONS 1. (a) Issuer: Citigroup Global Markets Holdings Inc. (b) Guarantor: 2. Type: Certificates 3. (a) Series Number: 2

3 (b) Consolidation: 4. Type of Certificate: The Certificates are APAC Participation Certificates that are Taiwan Participation Certificates. 5. Indian Compliance Representations, Warranties and Undertakings 6. China Compliance Representations, Warranties and Undertakings 7. Taiwan Compliance Representations, Warranties and Undertakings Applicable 8. Exercise Style: The Certificates are APAC Participation Certificates and, therefore, are American Style Certificates 9. (a) Number of Certificates being issued: 59,701,492 Certificates (b) Minimum trading size: 1 Certificate 10. Units: 11. Issue Price: USD 1.34 per Certificate 12. Issue Date: 07 December Settlement Currency: United States dollars (USD or U.S.$) (subject as provided in Condition 15(I) (Realisation Disruption)) 14. Business Day Centre(s): The applicable Business Day Centre(s) for the purposes of the definition of "Business Day" in Condition 3 are Taiwan, Hong Kong and London 15. Settlement: Settlement will be by way of cash payment (Cash Settled Certificates), subject to and as further detailed in Schedule 3 to the Conditions and provided that any Certificate automatically exercised on the Expiration Date will be deemed to be a Cash Settled Certificate. 16. Hedging Taxes: Applicable 17. Realisation Disruption: Applicable 18. Hedging Disruption Early Termination Event: Applicable 19. RMB Disruption Event: 20. Form of the Certificates: Registered Form: Combined Global Certificate 3

4 21. Calculation Agent: The Calculation Agent is Citigroup Global Markets Limited at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom 22. Determinations Sole and Absolute Determination EMEA PARTICIPATION CERTIFICATES AND LATAM PARTICIPATION CERTIFICATES 23. Terms of EMEA Participation Certificates and LATAM Participation Certificates: SAUDI PARTICIPATION CERTIFICATES 24. Terms of Saudi Participation Certificates APAC PARTICIPATION CERTIFICATES 25. Terms of APAC Participation Certificates Applicable For the purposes of Condition 3 and Condition 15(B): (a) Details of Share: Common stock of the Share Company of par value TWD 10 (ISIN:TW ) (b) Share Company: Sino-American Silicon Products Inc (RIC: 5483.TWO / Bloomberg: 5483 TT EQUITY) (c) Exchange: For the purposes of Condition 3 and Condition 15(B), the relevant Exchange is the Taiwan Stock Exchange (d) Related Exchange: Any exchange on which options contracts or futures contracts on the Share Company are traded (e) Share Substitution: Applicable (f) Share Substitution Criteria: None (g) Additional Certificates on the occurrence of an Adjustment Event: Applicable (h) Additional Disruption Events: The following Additional Disruption Events apply to the Certificates: Change in Law Hedging Disruption Increased Cost of Hedging 4

5 Insolvency Filing The Trade Date is 24 November (i) Additional Provisions for Shares traded through the China Connect Service: (j) Underlying RMB Disruption Event: For the purpose of Schedule 3 to the Conditions: (a) Share Currency: New Taiwan Dollar (TWD) (b) Commission: To be determined by Calculation Agent. (c) Final Settlement Date: In relation to Cash Settled Certificates, the Final Settlement Date is two Business Days after the final Scheduled Trading Day of the relevant Valuation Period. (d) Outperformance: (e) Exercise Period From (and including) one Business Day after the Issue Date to (and including) 17 January 2017 (f) Extension of Exercise Period: Applicable (g) Automatic Exercise: Automatic Exercise applies (h) Exercise Price: U.S.$ (which may be subject to adjustment in accordance with Condition 15(B)) (i) Minimum Exercise Number: (j) Settlement Business Day Centre: Taiwan, Hong Kong and London (k) Local Jurisdiction: Taiwan Variation of Settlement (a) Issuer's option to vary settlement: The Issuer does not have the option to vary settlement in respect of the Certificates pursuant to Condition 4(E). The Issuer has the option to elect for physical settlement where the Certificates are cancelled on an Early Termination Settlement Date or are Regulatory Termination Certificates (b) Certificateholder's option The Certificateholder does not have the option to elect 5

6 to vary settlement: Physical Delivery for settlement by way of physical delivery APAC CONVERTIBLE BOND PARTICIPATION CERTIFICATES 26. Terms of APAC Convertible Bond Participation Certificates PUT/CALL CERTIFICATES 27. Terms of Put/Call Certificates TERMS OF LONG/SHORT CERTIFICATES 28. Terms of Long/Short Certificates TERMS RELATING TO UNDERLYING(S) FOR PUT/CALL CERTIFICATES OR LONG/SHORT CERTIFICATES 29. Terms of Index Certificates: 30. Terms of Share Certificates: 31. Terms of Depositary Receipt Certificates: 32. Terms of ETF Certificates: 33. Terms of Mutual Fund Certificates: 34. Terms of Commodity Certificates: 6

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8 PART B OTHER INFORMATION 1. LISTING AND ADMISSION TO TRADING Listing and admission to trading: Application has been made by the Issuer (or on its behalf) for the Certificates to be admitted to trading on the Regulated Market of the Irish Stock Exchange and listed on the official list of the Irish Stock Exchange with effect from on or around the Issue Date 2. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save for any fees payable to the Manager, so far as the Issuer is aware, no person involved in the issue of the Certificates has an interest material to the issue. 3. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) Reasons for the offer: See "Use of Proceeds" in the section entitled "Description of Citigroup Global Markets Holdings Inc." in the Base Prospectus (ii) Estimated net proceeds: USD 79,999,999.3 (iii) Estimated total expenses: Approximately EUR 600 (listing fees and expenses) 4. DISCLAIMERS Bloomberg Certain information contained in this Final Terms consists of extracts from or summaries of information that is publicly-available from Bloomberg L.P. (Bloomberg ). The Issuer accepts responsibility for accurately reproducing such extracts or summaries and, as far as the Issuer is aware and is able to ascertain from such publicly-available information, no facts have been omitted which would render the reproduced information inaccurate or misleading. Bloomberg makes no representation, warranty or undertaking, express or implied, as to the accuracy of the reproduction of such information, and accepts no responsibility for the reproduction of such information or for the merits of an investment in the Certificates. Bloomberg does not arrange, sponsor, endorse, sell or promote the issue of the Certificates 5. OPERATIONAL INFORMATION (i) ISIN Code: USU1746L6443 (ii) Common Code: (iii) SEDOL: BYZ4GS4 (iv) Any Additional or Alternative Clearing System(s) other than 8

9 (v) Clearstream, Luxembourg, Euroclear or DTC and the relevant identification number(s): Names and addresses of additional Warrant Agent(s) (if any): (vi) Delivery: Delivery against payment 6. ADDITIONAL U.S. FEDERAL INCOME TAX CONSEQUENCES For U.S. federal income tax purposes, the Issuer intends to treat the Certificates as Access Certificates 7. SECONDARY TRADING Whilst there is no firm commitment, Citigroup Global Markets Limited (CGML) will use reasonable endeavours to provide a secondary market in the Certificates and indicative bid and offer prices will be published by Citigroup Global Markets Limited, which publication is expected to be on Bloomberg Page: <PCER> GO during market hours for the underlying share. CGML may but is not in any way obliged to buy Certificates from investors in the secondary market at a purchase price (the Purchase Price) based on the Cash Settlement Amount payable in respect of the Certificates less any Exercise Expenses which would be payable in respect of the Certificates, as determined by CGML in its sole and absolute discretion. Investors should note that, in relation to any such purchase, CGML may require an investor to enter into a sale and purchase agreement pursuant to which: (a) (b) in the event that CGML determines, in its sole and absolute discretion, that any amount deducted in respect of Exercise Expenses is more than the actual amount of such Exercise Expenses imposed on the Issuer or any of its Affiliates or a foreign investor (the Actual Amount), CGML will pay to such investor an amount equal to the difference between the amount deducted and the Actual Amount: and in the event that CGML determines, in its sole and absolute discretion, that any amount deducted in respect of Exercise Expenses is less than the Actual Amount, CGML will require such investor to repay to CGML an amount equal to the difference between the Actual Amount and the amount so deducted. 8. DISTRIBUTION Additional Selling Restrictions and required certifications: Eligible for sale in the United States under the exemption provided by Section 4(2) to IAIs: Eligible for sale in the United States within the meaning of Rule 144A to QIBs: None No Yes Certificates eligible for sale in the United States pursuant to Rule 144A to QIBs and to 9

10 non-u.s. persons in reliance on Regulation S will be represented by a Combined Global Certificate and will be subject to the transfer restrictions set forth on such Combined Global Certificate. The Combined Global Certificate will be deposited with a Common Depositary on behalf of Clearstream, Luxembourg and Euroclear; (i) (ii) (iii) the Certificates will be issued concurrently outside the United States to non-u.s. persons; the Certificates may be transferred to QIBs; the Certificates may be transferred to non-u.s. persons; and (iv) the Certificates may not be transferred to IAIs. Registered Broker/Dealer: Syndication: If non-syndicated, name and address of relevant Manager: If syndicated, names and addresses of Managers: Date of Subscription Agreement: Citigroup Global Markets Inc. The Certificates will be distributed on a nonsyndicated basis Citigroup Global Markets Limited at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom 10

11 ANNEX SUMMARY Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections A E ((A) E.7). This Summary contains all the Elements required to be included in a summary for Warrants/Certificates, the Issuer and the Guarantor (where the Issuer is CGMFL). Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in a summary because of the type of securities, issuer and guarantor, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element should be included in the summary explaining why it is not applicable. SECTION A INTRODUCTION AND WARNINGS Element Title A.1 Introduction This summary should be read as an introduction to the Base Prospectus and the applicable Final Terms. Any decision to invest in the Certificates should be based on consideration of the Base Prospectus as a whole, including any documents incorporated by reference and the applicable Final Terms. Where a claim relating to information contained in the Base Prospectus and the applicable Final Terms is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the Base Prospectus and the applicable Final Terms before the legal proceedings are initiated. Civil liability in Member States attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Base Prospectus and the applicable Final Terms, or it does not provide, when read together with the other parts of the Base Prospectus and the applicable Final Terms, key information in order to aid investors when considering whether to invest in the Certificates. A.2 Consent. The Certificates may only be offered to the public in circumstances where there is an exemption from the obligation under the Prospectus Directive to publish a prospectus for offers of the Certificates (an Exempt Offer). SECTION B ISSUER B.1 Legal and commercial name of the Issuer B.2 Domicile/ legal form/ legislation/ country of incorporation Citigroup Global Markets Holdings Inc. (CGMHI) CGMHI is a corporation incorporated in the State of New York and organised under the laws of the State of New York. 11

12 B.4b Trend information The banking environment and markets in which the Group conducts its business will continue to be strongly influenced by developments in the U.S. and global economies, including the results of the European Union sovereign debt crisis and the implementation and rulemaking associated with recent financial reform. B.5 Description of the Group B.9 Profit forecast or estimate B.10 Audit report qualifications B.12 Selected historical key financial information CGMHI is a wholly owned subsidiary of Citigroup Inc. Citigroup Inc. is a holding company and services its obligations primarily with dividends and advances that it receives from subsidiaries (Citigroup Inc. and its subsidiaries, the Group). Citigroup Inc. is a global diversified financial services holding company whose businesses provide consumers, corporations, governments and institutions with a broad range of financial products and services. Citigroup Inc. has approximately 200 million customer accounts and does business in more than 160 countries and jurisdictions. Citigroup Inc. currently operates, for management reporting purposes, via two primary business segments: Citicorp, consisting of Citigroup Inc.'s Global Consumer Banking businesses (which consists of Regional Consumer Banking in North America, Europe, the Middle East and Africa, Asia and Latin America) and the Institutional Clients Group (Banking and Markets and Securities Services); and Citi Holdings, consisting of businesses and portfolios of assets that Citigroup Inc. has determined are not central to its core Citigroup businesses.. CGMHI has not made a profit forecast or estimate in this Base Prospectus.. There are no qualifications in any audit report on the historical financial information included in the Base Prospectus. The table below sets out a summary of key financial information extracted from CGMHI's Financial Report for the fiscal year ended on 31 December 2014 and the CGMHI Half-Yearly Financial Report for the six months ended 30 June 2015: At or for the year ended 31 December (audited) (audited) (audited) (in millions of U.S. dollars) Income Statement Data: Consolidated revenues, net of 11,751 10,347 8,499 interest expense Consolidated income (loss) from (1,052) (1,218) (1,125) continuing operations before income taxes Consolidated net income (loss) (1,718) (910) (782) Balance Sheet Data: 12

13 Total assets 412, , ,216 Term debt 42,207 42,391 44,259 Stockholder's equity (fully paid): Common 24,883 17,901 6,689 For the six months ended 30 June (unaudited) (unaudited) Income Statement Data: (in millions of U.S. dollars) Revenues, net of interest expense 6,175 6,655 Income (Loss) before income taxes 1,887 (1,777) CGMHI s net income (loss) 1,596 (2,393) Balance Sheet Data: At 30 June 2015 At 31 December 2014 B.13 Events impacting the Issuer's solvency B.14 Dependence upon other group entities (in millions of U.S. dollars) Total assets 424, ,264 Term debt 54,007 42,207 Stockholder s equity (fully paid): Common 26,383 24,883 Statements of no significant or material adverse change There has been: (i) no significant change in the financial or trading position of CGMHI or CGMHI and its subsidiaries taken as a whole since 30 June 2015 and (ii) no material adverse change in the financial position, business or prospects of CGMHI or CGMHI and its subsidiaries taken as a whole since 31 December There are no recent events particular to CGMHI which are to a material extent relevant to the evaluation of CGMHI's solvency since 31 December See Element B.5 description of CGMHI and its subsidiaries and CGMHI's position within the Group. B.15 Principal activities CGMHI operating through its subsidiaries, engages in full-service investment banking and securities brokerage business. The Issuer operates in the Institutional Clients Group segment (which includes Securities and Banking). 13

14 B.16 Controlling shareholders CGMHI is a wholly owned subsidiary of Citigroup Inc. SECTION C.3 SECURITIES Element Title C.1 Description of Warrants/ Certificates/ISIN The Certificates are issued under the Citi Warrant Programme which allows issues of warrants and certificates and are referred to herein as Certificates. The Certificates are issued in Series. The Series number is The International Securities Identification Number (ISIN) is USU1746L6443. The Common Code is The CUSIP is U1746L644. The SEDOL is BYZ4GS4. C.2 Currency The currency for payments in respect of the Certificates is United States dollars (USD or U.S.$). C.5 Restrictions on the free transferability of the Warrants/Certifica tes C.8 Rights attached to the Warrants/Certifica tes, including ranking and limitations on those rights The Certificates will be subject to offering, selling and transfer restrictions with respect to the United States, the European Economic Area, the United Kingdom, Australia, the People s Republic of Bangladesh, the People's Republic of China, Hong Kong Special Administrative Region, the Republic of India, the Republic of Indonesia, Japan, the Republic of Korea, Malaysia, the Islamic Republic of Pakistan, the Philippines, the Republic of Singapore, Saudi Arabia, the Democratic Socialist Republic of Sri Lanka, Taiwan, the Kingdom of Thailand and Vietnam and the laws of any jurisdiction in which the Certificates are offered or sold. The Certificates have terms and conditions relating to, among other matters: Ranking The Certificates constitute direct unconditional, unsubordinated and unsecured obligations of the Issuer and will at all times rank pari passu and rateably among themselves and at least pari passu with all other unsecured and unsubordinated outstanding obligations of the Issuer, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application. Negative pledge and cross default The terms of the Certificates will not contain a negative pledge provision or a cross-default provision in respect of the Issuer. Events of default The terms of the Certificates will not contain any event of default provision in respect of the Issuer. Taxation The Issuer shall not be liable or otherwise obliged to pay any tax, duty, withholding or other payment which may arise as a result of the ownership, transfer, exercise, termination or enforcement of any Certificate by any person and all payments and/or deliveries made 14

15 Element Title C.11 Admission to trading C.15 Description of how the value of the investment is affected by the value of the underlying instrument(s) by the Issuer shall be made subject to any such tax, duty, withholding or other payment which may be required to be made, paid, withheld or deducted. Governing Law and jurisdiction English law and exclusive jurisdiction of the English courts. Application has been made to the Irish Stock Exchange for the Certificates to be admitted to trading on the regulated market of the Irish Stock Exchange. Amounts payable and/or assets deliverable in respect of the Certificates depend on the performance of the relevant underlying(s). APAC Participation Certificates: The issue price of the Certificates will reflect the value of the relevant shares on the relevant trade date and, if the Certificates are cash settled certificates, the final settlement amount payable in respect of such Certificates will be linked to the performance of the relevant share company and, if the Certificates are physical settlement certificates, the assets deliverable will be the relevant shares of the relevant share company. Therefore, if the traded price of the relevant shares falls below the value of the shares on the relevant trade date, the final settlement amount payable or, as the case may be, value of the shares deliverable in respect of each such Certificate may be less than the issue price of such Certificate. The Certificates represent an indirect exposure to the value of the relevant shares and Certificateholders are entitled to receive payments which are calculated by reference to net dividends that would be received by a holder of the relevant shares and, subject to due exercise of the relevant Certificates, to a final settlement amount that is calculated by reference to the sale price of the relevant shares or, on physical settlement, to receive relevant shares. The value of the relevant shares and amounts paid in respect thereof shall be converted from the local currency in which they are denominated intothe settlement currency of the Certificates. Therefore, fluctuations in such currency exchange rate will affect the value of the Certificates and amounts due in respect thereof. Exercise, Exercise Expenses and Taxes Payments or deliveries by the Issuer in respect of the Certificates are subject to a holder submitting an exercise notice in respect thereof, as further detailed in the terms and conditions of the Certificates (other than, as the Certificates are APAC Participation Certificates, dividend amounts). Holders should note that amounts due or assets deliverable in respect of the Certificates will, on exercise thereof, be subject to the deduction of, and/or as the case may be, an undertaking of the holder 15

16 Element Title C.16 Expiration date and exercise date to pay, any exercise expenses and taxes. Investors should refer to the terms and conditions of the Certificates to fully understand the nature of the charges, expenses or other amounts deductible as exercise expenses and taxes. As the Certificates are APAC Participation Certificates, they are exercisable by the relevant holder during the period from (and including) one Business Day after the Issue Date to (and including) 17 January 2017 (the expiration date). Dividend amounts in respect of APAC Participation Certificates are paid without any exercise of the Certificates by a holder. If the Certificates have not been exercised by the expiration date and not otherwise terminated, they will be exercised automatically and cash settled, if they are in-the-money, or will otherwise expire worthless. Other than in relation to payments of dividend amounts, there is no obligation upon the Issuer to pay any amount and/or deliver any asset unless the relevant holder duly exercises such Certificate or, as the case may be, such Certificate is automatically exercised and an exercise notice is duly delivered. Early termination The Certificates may be terminated early at the option of the Issuer by payment of an amount determined by the calculation agent to be the fair market value of the Certificates (which may be determined by the calculation agent by reference to the amounts (if any) received by the Issuer and/or any of its affiliates under any hedging or funding arrangements) less the cost to the Issuer and/or its affiliates of unwinding any underlying related hedging arrangements but taking into account, if applicable, any exercise price(s) in the following circumstances: (a) as detailed in "disrupted days, market disruption events and adjustments" below; or (b) if amounts paid with respect to the Certificates or any underlying hedging arrangements of the Issuer in respect of the Certificates will be subject to any withholding or reporting obligations pursuant to Section 871(m) of the U.S. Internal Revenue Code of 1986, as amended (a section 871(m) event) or any action or announcement of the intention to take such action that affects the definition of bona fide hedging as that term is used in the United States Commodity Futures Trading Commission regulations or withdraws or limits any hedge exemptions or affects or otherwise amends other laws with an analogous effect or increases the cost of the Issuer performing its obligations in respect of the Certificates or hedging in respect of the Certificates (a hedging disruption early termination event); or (c) if the Issuer determines that the performance of its obligations under the terms of the Certificates has become illegal in whole or in part for any reason. In addition, APAC Participation Certificates may be cancelled early at the option of the Issuer or, as the Certificates are Taiwan Participation Certificates, for breach of certain regulatory acknowledgments, representations, warranties and/or undertakings by any holder by payment of the applicable cash settlement amount 16

17 Element Title C.17 Settlement procedure of derivative securities C.18 Return on derivative securities or, if the Issuer so elects, by physical settlement of the entitlement. Accordingly, the Certificates of a holder may be cancelled early even where such holder is not themselves in breach of the regulatory acknowledgments, representations, warranties and/or undertakings. The Certificates are APAC Participation Certificates and therefore may be cash settled or settled by way of physical delivery of the relevant shares by the Issuer or a third party intermediary where the Issuer cancels the Certificates early, at the option of the Issuer. See Element C.18 below. In the case of physical delivery, the terms and conditions contain provisions, as applicable, relating to events or circumstances affecting the relevant assets to be delivered, including settlement disruption events, circumstances where such assets are not freely tradable and circumstances where it is impossible or impracticable to deliver such assets due to illiquidity in the market for such assets or for certain other reasons. Such provisions permit the Issuer or the relevant third party intermediary on its behalf, as applicable, to postpone settlement to Certificateholders, to deliver the relevant assets using such other commercially reasonable manner as it may select, to deliver substitute assets instead of the relevant assets or pay a settlement amount in cash instead of delivering the relevant assets. The Certificates are APAC Participation Certificates. Element C.15 above and as follows: See The Issuer will (a) pay to Certificateholders amounts determined by reference to dividends (if any) paid by the relevant share company and (b) subject to due exercise by a Certificateholder pay or deliver to such Certificateholder a cash settlement amount calculated by reference to actual or notional sale proceeds of the relevant shares, less a commission, all as further detailed below. Cash settlement amount due or shares deliverable on final settlement date The cash settlement amount due on the final settlement date shall be an amount (which shall not be less than the lowest sub unit of the settlement currency for payments) determined by the calculation agent to be the final settlement price less the exercise price of U.S.$ Such amounts shall only be paid on due exercise by the relevant Certificateholder. The settlement price shall be determined by the calculation agent by reference to the average sale price of the shares on the exchange converted into the currency for payments in respect of the Certificates, all subject to deduction of a commission, expressed as a formula: 17

18 Element Title (1- commission) x average price exchange rate Where: average price means the average price per share (less sale costs) sold by the calculation agent as a foreign investor during the valuation period (being the period falling from the first scheduled trading day falling on (and including) the actual exercise date to (and including) the day on which all the relevant shares are sold). The sale of the shares may be actual or hypothetical and may occur on more than one day. exchange rate means the rate of exchange of New Taiwan Dollar (TWD) (being the share currency) into U.S.$ (being the settlement currency for payments in respect of the certificates), as determined by the calculation agent at such time and by reference to such sources as it determines appropriate. final settlement date means (a) where the Certificates are cash settled Certificates, the day falling two business days after the final scheduled trading day of the relevant valuation period (being the period from (and including) the actual exercise date or, if such date is not a scheduled trading day, the first scheduled trading day thereafter to (and including) the day on which all the relevant shares are sold); or (b) where the Certificates are settled by physical delivery, two settlement business days after the relevant actual exercise date. Dividend amount due (if any) If a cash dividend is paid, the corresponding dividend amount will be paid to Certificateholders on the fifth business day following the date on which a foreign investor would have received actual cash payment of the dividend or such earlier date as determined by the calculation agent. Where: dividend amount means an amount of any cash dividend declared per share (less any taxes determined by the calculation agent in respect thereof) where the ex-date falls from (and including) 24 November 2015 (being the trade date), to and including the last day of the valuation period of the relevant Certificate, converted into U.S.$ by reference to the dividend exchange rate. dividend exchange rate means the rate of exchange of TWD (being the share currency) into U.S.$ (being the settlement currency for payments in respect of the Certificates), as determined by the calculation agent at such time and by reference 18

19 Element Title to such sources as it determines appropriate. Disrupted days, market disruption events and adjustments The terms and conditions of the Certificates contain provisions, as applicable, relating to events affecting the relevant underlying(s), modification or cessation of the relevant underlying(s), settlement disruption and market disruption provisions and provisions relating to subsequent corrections of the level of an underlying and details of the consequences of such events. Such provisions may permit the Issuer to either to require the calculation agent to determine what adjustments should be made following the occurrence of the relevant event (which may include the issue of additional Certificates, any required valuation being taken on a different day, alternate valuation provisions applying or the substitution of another underlying and/or, in the case of an increased cost of hedging, adjustments to pass onto Certificateholders such increased cost of hedging (including, but not limited to, reducing any amounts payable or deliverable in respect of the Certificates to reflect any such increased costs) and/or, in the case of realisation disruption, payment in the relevant local currency rather than in the relevant specified currency, deduction of or payment by Certificateholder(s) of amounts in respect of any applicable taxes, delay of payments or deliveries, determination of relevant exchange rates taking into consideration all available relevant information) or to cancel the Certificates and to pay an amount equal to the early termination amount as specified in Element C.16 above. As the Certificates are APAC Participation Certificates, if a cash dividend is paid, the value of any dividend will be paid to Certificateholders and any such corporate action shall not constitute an "adjustment event." As the Certificates are APAC Participation Certificates, if a stock dividend or dividend in the form of shares occurs, the Issuer may issue additional Certificates to Certificateholders. The issue of such additional Certificates may be conditional on payment of an issue price determined by the calculation agent (and, if not paid, no additional Certificates will be delivered to such holder). C.19 Exercise price/final reference price The exercise price per Certificate is U.S.$ The final reference price is the settlement price which will be determined as provided in Element C.18 above. The calculation agent is Citigroup Global Markets Limited. C.20 Underlying Common stock of Sino-American Silicon Products Inc. (ISIN:TW ) which is a share. The relevant exchange 19

20 Element Title rate(s) is the TWD/U.S.$ rate of exchange determined by the calculation agent. Information relating to the underlying(s) can be obtained from Bloomberg page 5483 TT EQUITY and the web-site of the relevant share company being and from other internationally recognised published or electronically displayed sources. SECTION D RISKS Element Title D.2 Key risks regarding the Issuers D.6 Key risks regarding the Warrants/Certificat es and risk warning CGMHI believes that the factors summarised below may affect its ability to fulfil its obligations under the Certificates. All of these factors are contingencies which may or may not occur and CGMHI is not in a position to express a view on the likelihood of any such contingency occurring. There are certain factors that may affect CGMHI's ability to fulfil its obligations under any Certificates issued by it, including that such ability is dependent on the earnings of Citigroup Inc.'s subsidiaries and CGMHI's subsidiaries, that Citigroup Inc.'s business and CGMHI's business may be affected by economic conditions, credit, market and market liquidity risk, by competition, country risk, operational risk, fiscal and monetary policies adopted by relevant regulatory authorities, reputational and legal risks and certain regulatory considerations. INVESTORS MAY LOSE THEIR ENTIRE INVESTMENT OR PART OF IT AS THE CASE MAY BE. CGMHI DOES NOT REPRESENT THAT THE LIST BELOW IS COMPREHENSIVE. PROSPECTIVE INVESTORS SHOULD READ THE BASE PROSPECTUS IN ITS ENTIRETY AND FORM THEIR OWN CONCLUSIONS REGARDING CGMHI. Investors should note that the Certificates are subject to the credit risk of CGMHI. An investment in Certificates may entail significant risks. The risks include, without limitation, the possibility of significant changes in the prices of the relevant underlying(s). Such risks generally depend on factors over which CGMHI does not have control and which cannot readily be foreseen, such as economic and political events and the supply of and demand for the relevant underlying(s). In recent years, currency exchange rates and prices for various underlying(s) have been highly volatile, and such volatility may be expected in the future. Fluctuations in any such rates or prices that have occurred in the past are not necessarily indicative, however, of fluctuations that may occur during the term of the Certificates. The risk of loss as a result of the linkage to the relevant underlying(s) can be substantial. 20

21 Element Title Certificates involve a high degree of risk which may include interest rate, foreign exchange, time value and political risks and may become worthless. General risks relating to Certificates include (i) Certificates are unsecured obligations and will rank pari passu with other unsecured and unsubordinated obligations of CGMHI, (ii) the trading price of Certificates will reflect the time value of Certificates and the price or level of the relevant underlying(s), (iii) there may be limitations on exercise, (iv) the value of Certificates may not correlate with movements in the relevant underlying(s), (v) there may be time lag between exercise or termination and settlement which could decrease the value of the amounts paid or delivered, (vi) there can be no assurance that all information concerning the relevant underlying(s) which may affect the value of the relevant underlying(s) has been publicly disclosed, (vii) investors will have no rights with respect to the relevant underlying(s), (viii) amounts payable in respect of the Certificates are calculated by reference to distributions in respect of the underlying(s) but Certificate holders are not thereby holders of the underlying(s) and do not have any rights in respect of the underlying(s)/the return on the Certificates will not reflect distributions in respect of the underlying(s) and any such return may therefore be less than the return on a direct investment in the underlying(s) and fluctuations in exchange rates which will affect the value of the Certificates may be affected by complex political and economic factors, (ix) CGMHI has the option to vary settlement and deliver substitute securities where the entitlement comprises securities which are not freely tradeable or pay a cash amount in lieu thereof, (x) there may be conflicts of interest between CGMHI and/or any of its affiliates and holders of Certificates, (xi) discretions of CGMHI and the calculation agent being exercised in a manner that affects the value of the Certificates or results in early termination, (xii) risks relating to disruptions to valuations, (xiii) adjustments to the conditions, substitution of the relevant underlying(s) and/or early termination following an adjustment event, an illegality, a section 871(m) event, a hedging disruption early termination event, breach of certain regulatory acknowledgements, representations, warranties and/or undertakings by any holder (which, for the avoidance of doubt, may not be the relevant holder themselves), (xiv) postponement of payments or deliveries, (xv) payments being subject to duties, withholding or other taxes (which may be accounted for retrospectively such that a payment to the then-current holder may be subject to an amount in respect of taxes relating to a prior payment that was made in respect of the Certificates), (xvi) risks relating to regulatory reform and the proposed financial transactions tax, (xvii) possible illiquidity of the Certificates in the secondary market. 21

22 SECTION E OFFER Element Title E.2b Use of proceeds The net proceeds of the issue of the Certificates by CGMHI will be used by CGMHI and/or any of its subsidiaries to acquire and/or maintain positions in instruments used to hedge CGMHI's obligations under the Certificates, though none of CGMHI and any of its subsidiaries will have any obligation to acquire or maintain any such position. The remainder of the proceeds from the sale of any Certificates will be used by CGMHI and/or its subsidiaries for general corporate purposes, which include making a profit. E.3 Terms and conditions of the offer E.4 Interests of natural and legal persons involved in the issue/offer E.7 Estimated expenses charged to the investor by the Issuer or the offeror The Certificates may only be offered in an Exempt Offer. The relevant Managers may be paid fees in relation to any issue of Certificates under the Programme. Any such Manager may be an affiliate of the Issuer. Other than as mentioned above, so far as the Issuer is aware, no person involved in the issue of the Certificates has an interest material to the offer, including conflicting interests.. No expenses will be charged to investors by the Issuer. As the Certificates may only be offered in an Exempt Offer, there is no offeror for the purposes of the Prospectus Directive. Investors may, however, be charged certain fees or commissions by the relevant distributor and/or Manager. 22