Citigroup (C)

issues, including strategies for shareowner engagement with the companies and/or divestment of stock as appropriate.

RESOLVED

Shareowners request that the Board of Directors authorize and prepare a report to shareowners which discusses how policies address or could address human rights issues, at reasonable cost and excluding proprietary information, by October 2008.

Such a report should review the current investment policies of the company with a view toward adding appropriate policies and procedures to apply when a company in which we are invested, or its subsidiaries or affiliates, is identified as contributing to human rights violations through their businesses or operations in a country with a clear pattern of mass atrocities or genocide.

SUPPORTING STATEMENT

Proponents believe one example clearly demonstrating the need for this report concerns the ongoing atrocities in Darfur, Sudan, and how certain types of foreign investment contribute to the conflict.

Darfur continues to experience human rights abuses on an unimaginable scale, including systematic and widespread murder, torture, rape, abduction, looting and forced displacement. Since February 2003, hundreds of thousands of civilians have been killed by both deliberate and indiscriminate attacks, and 2.5 million civilians in the region have been displaced.

Much of the revenue fueling this conflict is generated by Sudan’s oil industry, as the majority of these revenues are funneled into military expenditures.

With little capital or expertise to efficiently extract its own oil, Sudan relies almost entirely on foreign companies for both. The oil industry in Sudan is dominated by four companies: China National Petroleum Corporation of China, Petronas of Malaysia, Oil and Natural Gas Corporation of India, and Sinopec of China.

Over 20 US states and 50 colleges have adopted Sudan investment policies, including engagement,

screening and divestment, regarding these and other foreign companies operating in certain sectors in Sudan. A 1997 presidential executive order generally bars American companies and citizens from conducting business in Sudan. In 2007, President Bush reinforced that order.

Proponents believe that our company, as an investor, has a responsibility to address this internationally condemned conflict in the Sudan.

Citi is keenly aware of and concerned about the humanitarian crisis in Sudan, and supports U.N. Security Council Resolution 1769 calling for the deployment of a peace keeping force. As a U.S. financial institution, Citi complies with the U.S. Department of Treasury’s rules and regulations which prohibit us from doing business in Sudan or from financing clients’ business operations in that country.

The issue of human rights and its relevance to our operations, products and services is one that we have studied closely. Citi supports the protection and preservation of human rights around the world, and is guided by fundamental principles of human rights, such as those in the United Nations Universal Declaration of Human Rights and the International Labour Organisation (ILO) Core Conventions. Under the leadership of senior management and review by the Public Affairs Committee of the board of directors, Citi published a Statement on Human Rights in January 2007, and reflects these core principles in our policies and practices. Citi is one of the few leading financial institutions to adopt a statement on human rights, and to publicly commit to these principles and values.

In addition, under the leadership of senior managers on the Environmental and Social Policy Review Committee, Citi has a comprehensive

strategy for addressing environmental and social issues related to our business activities, which includes evaluating and recommending policies, overseeing training programs, and reviewing processes in each of our businesses. These internal efforts are complemented by long-standing relationships and consultation with leading organizations and socially responsible investors focused on environmental and social policy issues.

Citi believes it has implemented best practices regarding human rights through client engagement. Citi seeks to lead by example wherever we do business, and in doing so, to elevate the principles in those markets. We actively engage on human rights issues with clients, peers, and employees, including the bankers who manage our client relationships.

Given that Citi is minimally engaged in asset management, does not engage in and does not finance business activity in Sudan, has explicitly examined and discussed this human rights concern within our business units, shares best practices through client engagement, has taken a leadership position within the financial services industry through our Statement on Human Rights, and will continue to evaluate and assess future policies and strategies to maintain our position on these issues, adoption of this proposal is unnecessary.