This excerpt taken from the C 8-K filed May 11, 2009.
Other Terms
Maximum Exchange Amount
• Total of $33.0 billion of privately placed and publicly issued preferred stock and trust
preferred securities (increased from $27.5 billion)
Exchange Eligibility
• Under definitive exchange agreements entered into on March 18,
2009, the private exchanges will accommodate all series of private preferred stock
• The public exchange offers will accommodate all series of public preferred stock, as well as a number of series of E-TruPS and TruPS dependant upon the participation rate in the public exchange
offers
Interim Securities and Warrants
Securities
• Common equivalent securities mandatorily convertible into common stock on a one-for-one basis
upon stockholder vote
Warrants
• Warrants to acquire 790 million shares of common stock at $0.01/share
Stockholder Vote
Interim Securities and Warrants Issuance
• No vote is required for the issuance of interim securities and warrants
Authorized Common Stock
• Vote required for charter amendment to increase authorized common stock to permit conversion of
interim securities into common stock
If Vote Passes
• Interim securities convert into common stock
• Warrants are cancelled
If Vote Fails
• Interim securities receive greater of dividend on common stock
or dividend of 9%, which increases by 200 basis points every quarter until it reaches 19%
• Six months after issuance, warrants become exercisable at any time
Other Stockholder Proposals
• To authorize the execution of a reverse stock split
• To amend certain other terms of the charter and each series of public preferred
stock to amend the rights of holders of public preferred stock
For a detailed description of all stockholder votes being sought in connection with the public exchange offers, see the preliminary proxy statements on Form 14A
filed by Citigroup with the Securities and Exchange Commission on March 19, 2009.
