Pursuant to the terms of the T-DECS, on December 17, 2012, Citi C will deliver
2.7924 shares of its common stock in settlement of the prepaid stock purchase
contract component of each outstanding T-DECS, or 96,337,772 shares in
aggregate in settlement of all T-DECS The number of shares of Citi common
stock to be delivered per T-DECS was based on the applicable market value of
Citi's common stock, which was determined by averaging the daily volume
weighted average prices of the common stock during the period from November 14
to December 12, 2012, inclusive. No additional consideration will be required
from holders of the T-DECS in connection with the mandatory settlement of the
purchase contracts.
The subordinated amortizing note component of the T-DECS also will mature on
December 17, 2012, and none of Citi's T-DECS will remain outstanding after
that date.
You should refer to the T-DECS Prospectus dated December 16, 2009 and the
related Current Report on Form 8-K filed on December 24, 2009 for the relevant
provisions of the T-DECS.
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