Citigroup (C)

Outstanding Series of Preferred Stock

Under the Restated Certificate of Incorporation of Citigroup Inc., Citigroup has authority to issue up to 30,000,000 shares of preferred stock, $1.00 par value per share.  Subject to the voting rights of holders of the Convertible Preferred Stock as described above under “— Voting,” Citigroup may issue preferred stock in one or more series, each with the preferences, designations, limitations, conversion rights and other rights as Citigroup may determine.

As of the date of this description, Citigroup had the following shares of preferred stock outstanding, all of which is parity stock:

·                  2,262 shares of Adjustable Rate Cumulative Preferred, Series Y ($100,000 liquidation preference per share);

·                  987 shares of 5.321% Cumulative Preferred, Series YY ($1,000,000 liquidation preference per share); and

·                  2,597 shares of 6.767% Cumulative Preferred, Series YYY ($1,000,000 liquidation preference per share).

In addition, Citigroup may from time to time, without notice to or consent from the holders of the Convertible Preferred Stock, create and issue additional shares of preferred stock ranking equally with or junior to the Convertible Preferred Stock as to dividends and distribution of assets upon the liquidation, dissolution or winding up of Citigroup.