C » Topics » Authorized but Unissued Shares

This excerpt taken from the C DEF 14A filed Jun 18, 2009.

Authorized but Unissued Shares

In addition, after approval of the Authorized Share Increase and the conversion of the Interim Securities into shares of common stock, we will have the following approximate number of authorized but unissued shares, depending on the levels of participation in the Exchange Offers indicated below:

 

Level of participation

in the Exchange Offers(1)

       

Approximate number of authorized but unissued shares of common

stock after approval of the Authorized Share Increase

and conversion of Interim Securities into

shares of common stock (millions of shares)

25%

     

43,756.4

50%

     

40,714.8

66 2/3%

     

39,046.1

75%

     

38,555.0

100%

     

37,056.9

 

(1) The same assumptions and methods of calculation as set forth in footnotes (1) and (2) to the table on page 16 above apply to the levels of participation in the tables above and each amount was then subtracted from 60 billion, the number of shares of common stock that Citigroup would be authorized to issue after approval of the Authorized Share Increase.

Any authorized but unissued shares of common stock would be available for issuance at the discretion of the board of directors from time to time for corporate purposes subject to any shares reserved for issuance. We believe that the availability of the additional shares would provide us with additional flexibility to meet business and financing needs as they arise. However, if we issue any of the newly authorized shares, existing holders of our common stock may be diluted.

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