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CITIGROUP GLOBAL MARKETS HOLDINGS INC. - Consent Solicitation Launch - LIBOR Transition

SOLICITATION OF CONSENTS - LIBOR TRANSITION


10 FEBRUARY 2023


Full announcement available via Euronext.


The purpose of this Consent Solicitation Document is to solicit agreement to the modification of the terms and conditions (including the terms contained in relevant pricing supplement or final terms, as applicable) (the "Conditions") of each series of securities (each a "Relevant Series") issued by the issuer (the "Issuer") specified at Annex 1 to this Consent Solicitation Document. The relevant modifications are proposed in order to:

- change the USD London interbank offered rate ("LIBOR") currently included in the Conditions of each Relevant Series (the "Current Rate") to a replacement rate which is a compounded "risk-free" rate (a "RFR") following the cessation of USD LIBOR together with a "spread"; and

- where required, make any additional consequential changes to the Conditions. This part of the Consent Solicitation Document sets out the background to the Consent Solicitation Document and summarises the proposed amendments.


This Consent Solicitation Document will apply separately and independently to each Relevant Series and should be considered by the holders of each Relevant Series on that basis.


This Consent Solicitation Document should be read in conjunction with the information set out on the following website: https://www.citivelocity.com/cvcontentweb/storage/akpublic/eppublic/file/MSS IBOR Transition FAQ.pdf.


Capitalised terms that are used but not defined in this Consent Solicitation Document have the respective meanings ascribed to them in the Conditions of the Relevant Series."


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