Citi Completes Exchange Transaction with Private Holders and U.S. Government Matching Exchange

New York – Citi today announced that, as planned, it completed the previously announced exchange offers with private holders of convertible preferred securities and the previously announced matching exchange offer with the U.S. Government.

$12.5 billion in aggregate liquidation value of convertible preferred securities held by the private holders were exchanged for interim securities and warrants. The U.S. Government exchanged $12.5 billion in aggregate liquidation value of its non-convertible preferred securities for interim securities and warrants.

The interim securities will convert to common stock, subject to shareholder authorization of the increase in Citi’s authorized common stock. The interim securities are a common stock equivalent. If shareholder authorization of the increase in Citi’s authorized common stock is not received, the interim securities will pay a 9 percent dividend that will increase quarterly up to a cap of 19 percent. The warrants only become exercisable in the event shareholder authorization of the increase in Citi’s authorized common stock is not obtained and will entitle the holders to purchase a total of 790 million shares of Citi common stock at $0.01 per share.

Citi’s previously announced exchange offers for publicly held convertible and non-convertible preferred and trust preferred securities are currently scheduled to expire at 5:00 p.m., New York City time, on July 24, 2009, unless extended by Citi. The U.S. Government has agreed to match the liquidation value of securities exchanged in the public exchange, up to an additional $12.5 billion in aggregate liquidation value, by exchanging additional preferred securities for additional interim securities. The U.S. Government will exchange its remaining preferred securities that are not exchanged for additional interim securities into new trust preferred securities bearing an annual coupon of 8 percent.