SAPC2017-06 1

FINAL TERMS

18 July 2017

Citigroup Global Markets Holdings Inc.

Issue of 1,800,000 Saudi Participation Certificates linked to the Shares of Almarai Company(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 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 Warrants may not be offered or sold to, or acquired by, any person that is, or whose purchase and

holding of the Warrants 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 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

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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 (www.centralbank.ie).

Base Prospectus means the CGMHI Base Prospectus dated 22 September 2016 relating to the

Programme, as supplemented by a Supplement (No. 1) dated 21 October 2016 (Supplement No. 1), a

Supplement (No.2) dated 22 November 2016 (Supplement No. 2), a Supplement (No.3) dated 24

January 2017 (Supplement No.3), a Supplement (No.4) dated 16 March 2017 (Supplement No. 4), and a

Supplement (No.5) dated 12 May 2017 (Supplement No.5, and together with Supplement No.1,

Supplement No.2, Supplement No.3 and Supplement No.4, the Supplements).

By the purchase of any Certificates, each Certificateholder will be deemed to have:

(i) 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; and

(ii) 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.

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: Not Applicable

2. Type: Certificates

3. Series Number: SAPC2017-06

4. Type of Certificate: The Certificates are Saudi Participation Certificates

5. Indian Compliance Representations,

Warranties and Undertakings

Not Applicable

6. China Compliance Representations,

Warranties and Undertakings

Not Applicable

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7. Taiwan Compliance Representations,

Warranties and Undertakings

Not Applicable

8. Exercise Style: The Certificates are Saudi Participation Certificates

and, therefore, are Multiple Exercise Certificates (see

Schedule 2 to the Conditions)

9. (a) Number of Certificates being

issued:

1,800,000 Certificates

(b) Minimum trading size: 1 Certificate

10. Units: Not Applicable

11. Issue Price: USD26.00 per Certificate

12. Issue Date: 18 July 2017

13. Settlement Currency: United States dollars (USD) (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 London, New York City and Riyadh

15. Settlement: Settlement will be by way of cash payment (Cash

Settled Certificates)

16. Hedging Taxes: Applicable

17. Realisation Disruption: Applicable

18. Hedging Disruption Early

Termination Event:

Not Applicable

19. RMB Disruption Event: Not Applicable

20. Form of the Certificates: Registered Form: Rule 144A Global Certificate

21. Calculation Agent: The Calculation Agent is Citigroup Global Markets

Limited at Citigroup Centre, Canada Square, Canary

Wharf, London E14 5LB, United Kingdom (acting

through its Delta One Desk department/group (or any

successor department/group)

22. Determinations Sole and Absolute Determination

EMEA PARTICIPATION CERTIFICATES AND LATAM PARTICIPATION CERTIFICATES

23. Terms of EMEA Participation

Certificates and LATAM

Participation Certificates:

Not Applicable

SAUDI PARTICIPATION CERTIFICATES

24. Terms of Saudi Participation

Certificates

Applicable

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For the purposes of Condition 3 and

Condition 15(B):

(a) Details of Share: Common Stock of par value SAR10 (ISIN:

SA000A0ETHT1, Bloomberg Code: ALMARAI AB

<Equity>) of the Share Company

(b) Share Company: Zamil Industrial Investments

(c) Exchange: For the purposes of Condition 3 and Condition 15(B),

the relevant Exchange is Saudi Stock Exchange

(Tadawul)

(d) Related Exchange: There shall be no Related Exchange and the

Conditions shall be construed accordingly

(e) Share Substitution: Applicable in respect of Adjustment Events which are

Merger Events only

(f) Share Substitution Criteria: As determined by the Calculation Agent in its sole

and absolute discretion

(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

Insolvency Filing

The Trade Date is 27 June 2017

For the purpose of Schedule 2 to the

Conditions:

(a) Commission: 0.60 per cent.

(b) Expiration Date: 11 July 2019

(c) Final Valuation Date: 11 July 2019

(d) Final Settlement Date: Five Business Days following the Receipt Date,

subject as provided in the Conditions

(e) Settlement Date: In relation to a Certificate and a Dividend and subject

as provided in the Conditions, the tenth Business Day

following the date on which such Dividend is

received by a Holder of record of the Shares

(f) Exercise Price: USD0.00001 per Certificate

(g) Minimum Exercise Number: Not Applicable

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APAC PARTICIPATION CERTIFICATES

25. Terms of APAC Participation

Certificates

Not Applicable

APAC CONVERTIBLE BOND PARTICIPATION CERTIFICATES

26. Terms of APAC Convertible Bond

Participation Certificates

Not Applicable

PUT/CALL CERTIFICATES

27. Terms of Put/Call Certificates Not Applicable

TERMS OF LONG/SHORT CERTIFICATES

28. Terms of Long/Short Certificates Not Applicable

TERMS RELATING TO UNDERLYING(S) FOR PUT/CALL WARRANTS/CERTIFICATES

OR LONG/SHORT CERTIFICATES

29. Terms of Index Certificates: Not Applicable

30. Terms of Share Certificates: Not Applicable

31. Terms of Depositary Receipt

Warrants:

Not Applicable

32. Terms of ETF Warrants: Not Applicable

33. Terms of Mutual Fund Warrants: Not Applicable

34. Terms of Commodity Warrants: Not Applicable

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Signed on behalf of the Issuer

By: ......................................

Duly Authorised

The Certificates will not become valid or obligatory for any purpose until this Final Terms is attached to

the applicable Global Certificates and the certificate of authentication on such Global Certificates, has

been signed by or on behalf of the relevant Warrant Agent.

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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 to listing on the official list of the Irish Stock

Exchange with effect from on or around 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: 46,800,000

(iii) Estimated total expenses: Approximately EUR2,000 (legal expenses and listing

fees)

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: US1730823226

(ii) Common Code: 164059847

(iii) Any Additional or

Alternative Clearing

System(s) other than

Clearstream, Luxembourg,

Euroclear or DTC and the

relevant identification

number(s):

Not Applicable

(iv) Names and addresses of Not Applicable

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additional Warrant Agent(s)

(if any):

(v) 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. The Issuer has determined that the Certificates are not Specified Certificates for

the purpose of Section 871(m).

7. DISTRIBUTION

Additional Selling Restrictions and

required certifications:

No marketing of the Certificates has been or will be

made from or within the Kingdom of Saudi Arabia

and no subscription to the Certificates may or will be

consummated within the Kingdom of Saudi Arabia

Eligible for sale in the United States

under the exemption provided by

Section 4(2) to IAIs:

No

Eligible for sale in the United States

within the meaning of Rule 144A to

QIBs:

Yes

The Rule 144A Global Certificate will be deposited

with a Common Depositary on behalf of Clearstream,

Luxembourg and Euroclear;

(i) the Certificates will not be issued

concurrently outside the United States to

non U.S. persons;

(ii) the Certificates may be transferred to QIBs;

(iii) the Certificates may not be transferred to

non U.S. persons; and

(iv) the Certificates may not be transferred to

IAIs.

Issuer meets the qualifications listed

in Article 7(4)(5-2) of the

Enforcement Decree of the Financial

Investment Services and Capital

Markets Act of Korea:

Not Applicable

Registered Broker/Dealer: Citigroup Global Markets Inc.

Syndication: The Certificates will be distributed on a non-

syndicated basis.

If non-syndicated, name and address

of relevant Manager:

Citigroup Global Markets Limited, Citigroup Centre,

Canada Square, Canary Wharf, London E14 5LB,

United Kingdom

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If syndicated, names and addresses of

Managers:

Not Applicable

Date of Subscription Agreement: Not Applicable

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ANNEX

SUMMARY OF THE CERTIFICATES

Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered

in Sections A – E (A.1 – 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 Not Applicable. 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

Citigroup Global Markets Holdings Inc. (CGMHI)

B.2 Domicile/ legal form/

legislation/ country of

incorporation

CGMHI is a corporation incorporated in the State of New York and

organised under the laws of the State of New York.

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

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European Union sovereign debt crisis and the implementation and

rulemaking associated with recent financial reform.

B.5 Description of the

Group

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.

B.9 Profit forecast or

estimate

Not Applicable. CGMHI has not made a profit forecast or estimate

in the Base Prospectus.

B.10 Audit report

qualifications

Not Applicable. There are no qualifications in any audit report on the

historical financial information included in the Base Prospectus.

B.12 Selected historical key

financial information:

The table below sets out a summary of key financial information

extracted from CGMHI's Financial Report for the fiscal year ended

31 December 2016:

At or for the year ended 31

December

2016

(audited)

2015

(audited)

2014

(audited)

(in millions of U.S. dollars)

Income Statement Data:

Consolidated revenues, net of

interest expense

9,87711,

049

11,04911,

760

11,76010,

363

Consolidated income (loss)

from continuing operations

before income taxes

2,1792,4

81

2,481(1,0

52)

(1,052)(1,

218)

Consolidated net income

(loss)

1,3442,0

22

2,022(1,7

18)

(1,718)(9

10)

Balance Sheet Data:

Total assets 420,8153

90,817

390,81741

2,264

412,2644

11,509

Term debt 49,41653

,702

53,70242,

207

42,20742,

391

Stockholder's equity (fully

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paid):

Common 32,74726

,603

26,60324,

883

24,88317,

901

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 31 December 2016 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 2016.

B.13 Events impacting the

Issuer's solvency Not Applicable. 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 2016.

B.14 Dependence upon

other group entities 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).

B.16 Controlling

shareholders CGMHI is a wholly owned subsidiary of Citigroup Inc.

SECTION C – 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 SAPC2017-06.

The International Securities Identification Number (ISIN) is

US1730823226. The Common Code is 164059847

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/Certificates

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, New Zealand,

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.

C.8 Rights attached to the

Warrants/Certificates,

including ranking and

The Certificates have terms and conditions relating to, among other

matters:

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limitations on those

rights 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 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. The terms of Saudi Participation Certificates provide for

the retrospective deduction of certain amounts in respect of taxes as

further detailed in Element C.15 below.

Governing Law and jurisdiction

English law and exclusive jurisdiction of the English courts.

C.11 Admission to trading 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.

C.15 Description of how

the value of the

investment is affected

by the value of the

underlying

instrument(s)

Amounts payable and/or assets deliverable in respect of the

Certificates depend on the performance of the relevant underlying(s).

Saudi Participation Certificates:

The issue price of the Certificates will reflect the value of the

relevant shares on the relevant trade date (converted into U.S.$) and

the final settlement amount payable in respect of such Certificates

will be linked to the performance 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 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, subject to due exercise of the relevant

Certificates, entitled to receive payments which are calculated by

SAPC2017-06 14

reference to net dividends that would be received by a holder of the

relevant shares and to a final settlement amount that is calculated by

reference to the sale price of the 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

(being SAR) into U.S.$. Therefore, fluctuations in such currency

exchange rate will affect the value of the Certificates and amount

due in respect thereof.

Investors should note that, notwithstanding that ownership of the

relevant Certificates may have changed since a payment was made,

any cash settlement amount or the final settlement amount may be

subject to adjustment as determined by the calculation agent for

amounts either (i) withheld for tax reasons from the dividends

relating to any cash settlement amounts previously paid in respect of

the Certificates that are later found not to be owed to, or are

refundable from, the applicable local authority or (ii) which are

required to be paid in relation to the dividends relating to any

previously paid cash settlement amounts (due to local taxes) in

addition to any other amounts in respect of local taxes that were

taken into account in determining any previously paid cash

settlement amounts PROVIDED THAT no cash settlement amount

or final settlement amount shall be less than zero. Therefore,

whether the "adjustment" is positive or negative, it is the holder at

the relevant time of payment who is subject to such adjustment.

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

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

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.

C.16 Expiration date and

exercise date

As the Certificates are Saudi Participation Certificates, they are

exercisable (a) in respect of each dividend amount on the ex-date

related to such dividend; and (b) each additional exercise date falling

during the period from (and including) 19 July 2019 (being the

business day immediately succeeding the issue date) to (but

excluding) the second exchange business day prior to 11 July 2019

(the expiration date).

The Certificates are automatically exercised in respect of (a) above

and are exercisable by the relevant holder in respect of (b) above

unless the Certificates have not been exercised by the expiration

date, in which case they will be exercised automatically, if they are

in-the-money, or will otherwise expire worthless. 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

SAPC2017-06 15

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 (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

C.17 Settlement procedure

of derivative

securities

The Certificates are cash settled Certificates. See Element C.18

below.

C.18 Return on derivative

securities

The Certificates are

Saudi Participation Certificates.

See Element C.15 above and as follows:

Subject to due exercise by a Certificateholder, the Issuer will pay

to such Certificateholder (a) amounts determined by reference to

dividends (if any) paid by the relevant share company and (b) a

final settlement amount calculated by reference to actual or

notional sale proceeds of the relevant shares, less a commission,

as further detailed below.

Final settlement amount due on final settlement date

The final settlement amount due on the final settlement date shall

be an amount (which shall not be less than U.S.$0.01) determined

by the calculation agent to be the settlement price less the exercise

price of USD0.00001.

The settlement price shall be determined by the calculation agent

by reference to the weighted average sale price of the shares at

which the calculation agent determines any hedging party or any

of its affiliates would be able during the valuation period at arm's

length in its usual markets to sell the relevant number of shares,

converted into U.S.$, all subject to deduction of a commission of

0.60 per cent. The sale of the shares may be actual or

hypothetical, may occur on more than one day and may or may

not take place on the relevant exchange.

SAPC2017-06 16

Where:

exchange rate means the rate of exchange of SAR into U.S.$ that

the calculation agent shall determine would be available to it or

any hedging party at the relevant time by reference to such market

or otherwise as the calculation agent deems appropriate.

final settlement date means the day falling five business days

after the final scheduled trading day of the relevant valuation

period.

valuation period means the period from (and including) the

valuation date (being either (a) where the Certificates are

exercised on an additional exercise date, the relevant valuation

date determined by the calculation agent or (b) where the

Certificates are exercised on the expiration date, (11 July 2019) to

(and including) the earlier of (a) day on which the calculation

agent determines that any hedging party or any of its affiliates

would be able to complete the sale of the shares and (b) 10

exchange business days following the relevant valuation date. The

valuation period may be extended in the event that any exchange

business day falling in it is a disrupted day and/or as a

consequence of an adjustment arising from a realisation

disruption event that shall occur if the calculation agent

determines that the sale of the relevant shares cannot be

completed during the valuation period.

Dividend amount due (if any)

If a cash dividend is paid and subject to due exercise by a

Certificateholder, the corresponding dividend amount will be paid

to Certificateholders on the tenth business day following the date

on which such dividend amount is received by a holder of record

of the shares

Where:

dividend amount means the net cash dividend amount per share

declared by the share company and paid to a holder of record of

the shares where the ex-date falls from (and including) 27 June

2017 (being the trade date) to and including the actual exercise

date or the expiration date, as the case may be, of the relevant

Certificate, converted into the currency for payments in respect of

the Certificates by reference to the exchange rate. Amounts due in

respect of the Certificates may be adjusted to account for taxes

that either have not been accounted for in relation to a prior

dividend amount or have been accounted for but should not have

been - see Element C.15 above.

exchange rate means the rate of exchange of SAR into U.S.$ that

the calculation agent shall determine would be available to it or

any hedging party at the relevant time by reference to such market

or otherwise as the calculation agent deems 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),

SAPC2017-06 17

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.

C.19 Exercise price/final

reference price

The exercise price per Certificate is USD0.00001.

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 Zamil Industrial Investments (ISIN: SA000A0ETHT1) which is a

share. The relevant exchange rate(s) is the SAR/USD rate of

exchange determined by the calculation agent.

Information relating to the underlying can be obtained from

Bloomberg page: ALMARAI AB <Equity> and the website of the

relevant share company being https://www.almarai.com/en/ n and

from other internationally recognised published or electronically

displayed sources.

SECTION D – RISKS

Element Title

D.2 Key risks regarding

the Issuers

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,

SAPC2017-06 18

Element Title

operational risk, fiscal and monetary policies adopted by relevant

regulatory authorities, reputational and legal risks and certain

regulatory considerations.

D.6 Key risks regarding

the

Warrants/Certificates

and risk warning

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.

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 but Certificateholders are

not thereby holders of the underlying and do not have any rights in

respect of the underlying and fluctuations in exchange rates which

will affect the value of the Certificates may be affected by complex

political and economic factors, (ix) there may be conflicts of interest

between CGMHI and/or any of its affiliates and holders of

Certificates, (x) discretions of CGMHI and the calculation agent

being exercised in a manner that affects the value of the Certificates

or results in early termination, (xi) risks relating to disruptions to

valuations, (xii) adjustments to the conditions, substitution of the

SAPC2017-06 19

Element Title

relevant underlying(s) and/or early termination following an

adjustment event, an illegality, a section 871(m) 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), (xiii)

postponement of payments or deliveries, (xiv) 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), (xv)

risks relating to regulatory reform and the proposed financial

transactions tax, (xvi) possible illiquidity of the Certificates in the

secondary market.

SAPC2017-06 20

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

The Certificates may only be offered in an Exempt Offer.

E.4 Interests of natural

and legal persons

involved in the

issue/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.

E.7 Estimated expenses

charged to the

investor by the

Issuer or the offeror

Not Applicable. 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.