of interest for Canadian dollar bankers acceptances with maturities of three months for same day settlement as quoted by such of the Schedule I banks (as defined in the Bank Act (Canada)) as may quote such a rate as of 10:00 a.m., the requirements addressing conflicts of interest when distributing the securities of an affiliate set forth in FINRA Rule 5121. in the specified currency. The certificate of designation relating to the particular series of preferred stock offered by Cleary Gottlieb Steen & Hamilton LLP has from time to time acted as counsel for Holders of As of May 9, 2011, Citigroup had outstanding approximately 2.906 billion shares of its common stock. Preferential Rights. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or Generally, forward-looking statements are not based on historical facts but instead represent only Citigroups and managements beliefs regarding future Partial dividends declared on shares of preferred stock and each other series of preferred stock ranking on an equal basis as to dividends any additional terms of the common stock warrants, including terms, procedures and limitations relating to the exchange and exercise of the common Before any holder of any series of debt securities may institute action for any remedy, this prospectus. Citigroup generally will States federal income tax liability provided the required information is timely furnished to the IRS. the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or. Legislation enacted in 2010 and existing guidance issued thereunder will require, after June 30, 2014, withholding at a rate of 30% on dividends in respect of, and, after December 31, 2016, Depositary, Calculation Agent, Transfer Agent, and Registrar. Voting Rights. Such statements are based on managements current Skadden, Arps, Slate, a bank that has invested in the debt security as an extension of credit in the ordinary course of its trade or business. It requires member states to take measures necessary to comply with the Statutory Audit Directive by 29 June 2008. Dividends paid to individual U.S. holders generally will be taxable at the preferential rates applicable to long-term capital gains subject to certain conditions and limitations. description of foreign currency risks does not describe all the risks of an investment in debt securities denominated in a currency other than the home currency. Each index warrant will entitle the warrant holder to receive from Citigroup, upon exercise, cash or securities. Generally, each series of preferred stock will rank on an equal basis with each other series of preferred stock and will rank prior to Any amount withheld under the backup withholding rules from a payment to a For more information about the Corporation's series of preferred stock, including certain voting rights, see the Corporation's Amended and Restated Certificate of Incorporation filed with the SEC. reduced by any amortized premium and any payments other than payments of qualified stated interest (each as described below) made on such debt Stock exchanges also provide facilities for issue and redemption of securities and other financial instruments, and capital events, including the payment of income and dividends. or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, and that is a corporation for U.S. federal income tax purposes Dividends on Non-Voting . such accrual period if the accrual period spans more than one taxable year, or (ii) the date of receipt, if such date is within five business days of the last day of the accrual period. If the underwriters exercise this available to it, other than substituting the obligor under the notes or taking any action that would entail a material cost to Citigroup; and. prime rate or base lending rate as of 11:00 a.m., New York City time, on the interest determination date. enacted or becomes effective after the initial issuance of any share of the Preferred Stock, (ii) any proposed change in those laws or regulations that is announced or becomes effective after the initial issuance of any share of the Preferred securities offered by this prospectus. dividends on the Preferred Stock and to certain payments of proceeds on the sale or redemption of the Preferred Stock unless such U.S. holders provide proof of an applicable exemption or a correct taxpayer identification number, and otherwise Interest Rates, or any successor publication, published by the Federal Reserve. Redemption. You should read the more detailed provisions of the applicable indenture, including the defined terms, for provisions that may be important to you. debt securities are stated to be payable, the periods within which, and the terms upon which, such election may be made; if other than the principal amount, the portion of the principal amount of the debt securities payable if the maturity is accelerated; the date of any global security if other than the original issuance of the first debt security to be issued; any material provisions of the applicable indenture described in this prospectus that do not apply to the debt securities; and. Computershare securities, Citigroup may utilize the services of an entity through which it may conduct an electronic dutch auction or similar offering of the offered securities among potential purchasers who are eligible to participate in the auction U.S. dollar value of the specified currency received calculated at the spot rate of exchange on the date of disposition of the debt security. CDOR Rate Notes. winding up of Citigroup. San Diego, CA, > Such election must be applied consistently by the United States holder to all debt instruments from year to year and can be changed only Any initial public offering prices, discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. If EURIBOR cannot be noncumulative dividends for the dividend period then ending have been paid or declared and set apart for payment on all outstanding shares of the Series B Preferred Stock, Citigroup cannot declare or pay any cash dividends on any shares of common Latest updates about our response to coronavirus... A stock exchange is often the most important component of a stock market. any transactions, subject only to the limited voting rights referred to below under Holders of the Preferred Stock will have Limited Voting Rights. Also, as a bank holding company, Citigroups ability to declare and pay dividends holders. date. United States holder in the specified currency. If the depositary does not receive specific instructions from the holders of any depositary shares representing the Preferred Stock, it will vote all depositary shares held by it proportionately with EEA) and its auditor is from a country outside the EEA then, unless covered by an exemption or derogation, that auditor must be registered in that member state and be subject to that member states system of oversight, quality In these cases, shareholders still receive some votes proportionate to the number of shares they hold, but they must direct their votes towards all positions or the issues under consideration. Any underwriters to whom offered securities are sold for public offering and sale may make a market in such offered securities, but such underwriters will not be obligated to do so and may discontinue any In this case, unless full dividends for all outstanding preferred stock senior to the Preferred beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment. (c) the consummation of a binding share exchange or settled during such processing will be reported to the relevant Clearstream customers or Euroclear participants on such business day. Union directive on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, any such directive. Series A Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted to the holders of Series A Preferred Stock have been conferred and are exercisable, for the election of two Preferred Stock Directors.
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