MLI Coupon Plus (MLI 2010 - 03)

CitiFirst Protection

Overview

MLI Coupon Plus (MLI 2010 - 03) is a short term product designed for Investors seeking exposure to some of the largest Australian companies listed on the ASX. The structure provides Investors with Conditional Protection and offers attractive Fixed Coupon Payments which are paid monthly (in arrears) until Maturity provided neither Early Maturity nor a Call Event occur.

Indicative Terms

Maturity: 31 October 2011
Currency: AUD
Conditional Protection
Type: Deferred Purchase Agreement

Issuer:	Citigroup Global Markets Australia Pty Limited
Guarantor:	Citigroup Inc.
Reference Shares:	Reference Share” and together they are the “Reference Shares”: BHP Billiton Limited Macquarie Group Limited QBE Insurance Group Limited Wesfarmers Limited Woodside Petroleum Limited
Initial Offer Opening Date:	8 April 2010 at 9:00 am (Sydney time)
Initial Offer Closing Date:	22 April 2010 at 5:00 pm (Sydney time)
Issue Date:	29 April 2010
Maturity Date:	31 October 2011
Term:	18 months
Denomination:	Australian dollars
Investment:	The MLI, which is an agreement between the Investor and the Issuer governed by the Terms.
Issue Price:	AUD 1.00 per MLI Unit
Initial Offer Period:	The ‘Initial Offer Period’ is the period during which Investors can invest in the MLI before the Issue Date. The Initial Offer Period opens on the Initial Offer Opening Date and expires on the Initial Offer Closing Date in respect of the MLI. During the Initial Offer Period, MLI Units will be issued at the Issue Price.
General Offer Period:	The ‘General Offer Period’ is the period during which Investors can invest in the MLI after the Issue Date. Any such Investment will be for the balance of the relevant Term so that it expires on the same Maturity Date as all other Investments. The General Offer Period is 30 April 2010 to 6 September 2011 in respect of the MLI. During the General Offer Period, MLI Units will be issued at the Purchase Price per Unit. Note that the Purchase Price per Unit may not be the same as the Issue Price. Also, during the General Offer Period, Applications will be processed on a weekly basis or such other timing determined by the Issuer in its discretion. Please contact Citi to obtain the details for the processing of Applications during the General Offer Period. The General Offer Period may include dates where Citigroup Inc. may have earnings releases and potential corporate actions that may adversely affect the credit quality of the MLI. By investing in the MLI, the Investor acknowledges the above. For more details, please refer to Section 4 of this PDS.
Purchase Price per Unit:	The ‘Purchase Price per Unit’ is the market price of MLI Units determined by the Issuer at the time of the issue of MLI Units on the Purchase Date. Note that the Purchase Price per Unit may not be the same as the Issue Price. The prevailing Purchase Price per Unit before the Purchase Date will be available from the Issuer or your licensed financial adviser. Potential Investors should not make an investment decision without considering the prevailing Purchase Price per Unit.
Purchase Date:	The ‘Purchase Date’ is a date in any given week during the General Offer Period in which the Issuer receives cleared funds from the Investor and on which the Issuer issues MLI Units.
Minimum Investment Amount:	AUD 10,000 and multiples of AUD 5,000 thereafter.
Investment Amount:	The ‘Investment Amount’ is the total amount paid in respect of an Investment by the Investor to the Issuer by the relevant Initial Offer Closing Date (if the Investment in the MLI is entered into during the Initial Offer Period) or the Purchase Date (if the Investment in the MLI is entered into during the General Offer Period).
Coupon Rate:	14% per annum. The ‘Coupon Rate’ is a simple (non-compounding) rate of return per annum payable monthly in arrears throughout the term of investment and is based on the Issue Price. For Investors who apply during the General Offer Period, the Coupon Rate will be the same. However, the rate of return for Investors who apply during the General Offer Period will depend upon the Purchase Price per Unit that they pay.
Coupon Amount:	The Coupon Amount is an amount determined in accordance with the formula set out below: *1/12* *x Coupon Rate x Issue Price x number of MLI Units held on the relevant Coupon Record Date* The Coupon Amount will be paid monthly on each Coupon Payment Date.
Coupon Record Dates:	The Coupon Record Dates will be each monthly anniversary of the Issue Date throughout the Term (or, if any such date is not a Business Day, the following Business Day).
Coupon Payment Dates:	5 Business Days after each Coupon Record Date.
Initial Price:	In respect of each Reference Share, the Official Closing Level of the Reference Share on the Issue Date.
Reference Price:	In respect of each Reference Share, the Official Closing Level of the Reference Share as at the date on which it is observed.
Reference Return:	In respect of each Reference Share: *Reference Return = Reference Price / Initial Price*
Worst Performing Reference Share:	The Worst Performing Reference Share is the Reference Share with the lowest Reference Return, as determined by the Issuer. ¤
Final Value per MLI:	The Final Value per MLI will be determined in the following manner: *Knock-In Event does not occur* If a Knock-In Event does not occur on the Maturity Date, regardless of whether the Investor has invested in the MLI during the Initial Offer Period or the General Offer Period, then the Final Value per MLI will be equal to: *100% x Issue Price* *Knock-In Event does occur* If a Knock-In Event does occur on the Maturity Date, regardless of whether the Investor has invested in the MLI during the Initial Offer Period or the General Offer Period, then the Final Value per MLI will be equal to: *Issue Price x Min (Reference Return of the Worst Performing Reference Share on the Maturity Date, 100%)* Note that the Issue Price may not equal the Purchase Price. As such, Investors applying in the General Offer Period may make a capital loss or gain.
Knock-In Event:	A Knock-In Event will occur if any Reference Share, on the Knock-In Event Observation Date, has an Official Closing Level that is equal to, or less than, the Knock-In Event Level.
Knock-In Event Level:	The Knock-In Event Level is 70% of the Initial Price. Numerically, a Knock-In Event will occur if: *Reference Return of the Worst Performing Reference Share ≤ 70%*
Knock-In Event Observation Date:	The Knock-In Event Observation Date occurs on the Maturity Date provided that no Early Maturity occurs.
Conditional Protection:	Conditional Protection means that the Issuer will deliver to an Investor the Delivery Assets with a value equal to the Total Value if the requirements below for Conditional Protection apply. The value of each MLI Unit will not be capital guaranteed but is conditionally protected if neither Early Maturity nor a Knock-In Event occurs. +
Delivery Asset:	Ordinary shares in Commonwealth Bank of Australia (“CBA”) (an ASX listed share, ASX code: CBA).
Fees:	‘Fees’ are comprised of the following: Financial Adviser Fee – an upfront fee payable by the Issuer of up to 2.20% (including GST) of the Investment Amount. Placement Fee – an upfront fee payable by the Issuer of up to 2.20% (including GST) of the Investment Amount. Note that the aggregate of these Fees will never exceed 3.30% (including GST) of the Investment Amount. These fees are payable by the Issuer out of its own funds and are not an additional cost to the Applicant, nor are they deducted from the Investment Amount. The Financial Adviser Fee may be waived by the relevant financial adviser if the appropriate box is ticked, where indicated, in the Application Form. The Financial Adviser Fee may also be rebated to the Investor in the form of extra MLI Units. Please tick the appropriate box where indicated in the Application Form if you wish to rebate this fee.

¤ Potential returns in the MLI are linked to the Reference Return of the Worst Performing Reference Share. Hence, Investors should be aware that their exposure is not based on the average performance of the Reference Shares and, therefore, the negative performance of one Reference Share may not be offset by the positive performance of other Reference Shares.
+ The Conditional Protection only applies to Investments held at Maturity provided no Early Maturity occurs and no Knock-In Event occurs. Conditional Protection safeguards the MLI from market risks but is subject to the credit worthiness of Citigroup Global Markets Australia Pty Limited and Citigroup Inc. For more details, please refer to Section 4 of this PDS.

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More Information

For further information on structured financial products contact the Citigroup Structured Products Service Centre.


Phone	:	1300 30 70 70.
Email	:	citifirst.au@citi.com
Mail	:	GPO Box 557 Sydney NSW 2001

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