Citigroup (C)

Voting the Convertible Preferred Stock

Because each depositary share represents a 1/1,000th interest in a share of the Convertible Preferred Stock, holders of depositary receipts will be entitled to 1/1,000th of a vote per depositary share under those limited circumstances in which holders of the Convertible Preferred Stock are entitled to a vote, as described above in “Description of the Convertible Preferred Stock—Voting Rights.”

When the depositary receives notice of any meeting at which the holders of the Convertible Preferred Stock are entitled to vote, the depositary will mail the information contained in the notice to the record holders of the depositary shares.  Each record holder of the depositary shares on the record date, which will be the same date as the record date for the Convertible Preferred Stock, may instruct the depositary to vote the number of shares of Convertible Preferred Stock, or fraction thereof, represented by the holder’s depositary shares.  To the extent possible, the depositary will vote the maximum number of whole shares of Convertible Preferred Stock represented by the depositary shares in accordance with the instructions it receives.  Citigroup will agree to take all reasonable actions that the depositary determines are necessary to enable the depositary to vote as instructed.  If the depositary does not receive specific instructions from the holders of any depositary shares representing the

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