2021Citigroup Inc.2021 Notice of Annual Meetingand Proxy StatementApril 27, 20219:00 a.m. Eastern TimeVirtual Annual Meeting

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Citigroup Inc.388 Greenwich StreetNew York, New York 10013March 17, 2021Dear Shareholder:We cordially invite you to attend Citi’s 2021 Annual Meeting, which willbe held on Tuesday, April 27, 2021, at 9:00 a.m. Eastern Time. Thisyear’s Annual Meeting will be held in a virtual format through alive webcast. We will provide the webcast of the Annual Meeting the Annual Meeting, shareholders will vote on a number of importantmatters. Please take the time to carefully read each of the proposalsdescribed in the Proxy Statement.Thank you for your support of Citi.Sincerely,John C. DuganChair of the Board

42021 Board Letterto StockholdersIn our letter to you last year, we characterized Citi’s financial performance in2019 as one of continued steady progress. In contrast, 2020 was somethingaltogether different: a year of extreme challenges, resilient financialperformance, and change.“Financially, Citidemonstrated theresilience of itspost-financial crisisoperating model:a client-centric,stronger, and lessrisky bank ”In terms of challenges, the COVID-19 pandemic first hit with full force inMarch, with severe financial market disruption, a sharp plunge in our shareprice, and interest rates nosediving to near zero across the yield curve.As the world moved into varying stages of lockdown, approximately threequarters of Citi’s global workforce – about 200,000 people – transitionedto work from home. Fueled by soaring unemployment and the prospect ofwidespread insolvencies, the dark macroeconomic outlook contributed to anear-doubling of the company’s loan loss reserve – and a correspondingly sharpdecline in profitability. To preserve capital, Citi joined other large U.S. banks insuspending share repurchases. And, towards the end of the year, the companyentered into sweeping consent orders with U.S. regulators and was assessed alarge civil money penalty for significant deficiencies in its risk management andoperating controls.In the face of these challenges, Citi employees stepped up. Operationally, thecompany was exceptionally nimble in making work-from-home really work – prioritizingemployee safety and health – while providing strong support to clients throughout ourglobal footprint.Financially, Citi demonstrated the resilience of its post-financial crisis operatingmodel: a client-centric, stronger, and less risky bank with a diversified earningsstream. The headwinds of lower interest rates and challenged credit cardperformance driven by impacted consumers were offset by the robust performance ofthe markets and institutional banking businesses. Total revenues for the year equaledthose of the previous year. The company was profitable in every quarter, and the levelsof its capital and liquidity remained strong throughout. Yearly earnings were 11 billion,with the decline from the previous year roughly equal to the year’s sharp increase inthe loan loss reserve – a reserve that will be directly affected by the extent to which theeconomy recovers from the pandemic. And by the end of 2020, Citi’s share price hadsubstantially recovered from its March decline.This resilient performance during the pandemic was in large measure the fruit of themulti-year strategy designed and executed under the strong leadership of our recently retiredCEO, Mike Corbat. After the financial crisis, Mike worked tirelessly to change Citi into, in hiswords, a “simpler, safer, and stronger” banking organization. The company’s performanceduring the real-world stress test of COVID-19 plainly demonstrated the wisdom of that strategy.This is the heart of Mike’s legacy, along with his outspoken leadership in making Citi an industryleader on diversity, pay equity, sustainability, and community reinvestment. For all of this, theBoard is deeply grateful – as we are for his 38 years of dedicated service to Citi.This leads to the last theme of 2020, which is change. In this spirit, we welcome Citi’s newCEO, Jane Fraser, whom the Board believes is ideally suited to lead Citi as it emerges fromthe pandemic. Jane thoroughly understands the company from her proven track recordover 16 years of running different operations, including the Private Bank, U.S. Consumer andCommercial Banking, our Latin American region, and the Global Consumer Bank. She alsobrings to the role a keen understanding of corporate strategy both from her work at Citi andin prior positions. The Board has focused on a smooth transition for Jane as she takes thereins, and we believe that has put her in an excellent position to address the challenges facingthe company.Citi 2021 Proxy Statement

5First among these, as the consent orders described above made painfully clear, is the need tofundamentally change the company’s risk and control environment. The Board believes thatthis change is absolutely critical: not just to remediate deficiencies identified by regulators,but to build and deeply invest in the technological and operating backbone that Citi will sorelyneed to compete effectively in its much more digital future. Indeed, this Transformation – asit has rightfully been dubbed – is the predicate for Citi’s long-term strategic success; donecorrectly, it will produce tangible benefits for our clients and investors while at the same timestrengthen the bank’s safety and soundness. Jane has fully embraced and is actively leadingthe Transformation, and the Board has formed its Transformation Oversight Committee tooversee and hold management accountable for its successful execution.But the Transformation is not the only change potentially on the horizon. As part ofassuming her new role as CEO, Jane and her team have been undertaking a thoroughreview and “refresh” of Citi’s core strategy. The focus of this review is on adapting toand leading the accelerated digitization of the financial services industry, for whichthe Transformation will be critical. In addition, while the pandemic demonstrated Citi’sfinancial resilience, it also reversed a trend where the company had been narrowing thefinancial performance gap with its largest U.S. competitors. Part of this better financialperformance of competitors was due to business models and strategies different fromCiti’s, and examining these differences will also be covered by the strategy refresh. TheBoard supports the refresh, but will carefully consider the balance of benefits and costsbefore approving any changes.Finally, there is a critically important change that Citi has embraced as we move into2021: the enhancement of our industry-leading contribution to the global effort toreduce climate change. While the company was the first U.S. bank to embrace theUnited Nations’ Principles for Responsible Banking, there was a felt need to do more.As a result, on her first day on the job, Jane announced Citi’s commitment to netzero greenhouse gas emissions by 2050 – applying not just to the company’s ownoperations, but to our core business impact as well, including our financing activities.With the full support of the Board, Citi has committed to publish its initial Net Zeroby 2050 Plan within the next year.Thank you for your ongoing support of Citi. Dialogue with stockholders is afundamental feature of a well governed organization, and we will continue to make ita priority. Please write with any concerns or suggestions to: Citigroup Inc. Board ofDirectors, c/o Rohan Weerasinghe, General Counsel and Corporate Secretary, 388Greenwich Street, New York, NY 10013.Ellen M. CostelloGrace E. DaileyBarbara J. DesoerJohn C. DuganJane N. FraserDuncan P. HennesPeter B. HenryS. Leslie IrelandLew W. (Jay) Jacobs, IVRenée J. JamesGary M. ReinerDiana L. TaylorJames S. TurleyDeborah C. WrightAlexander R. WynaendtsErnesto Zedillo Ponce de LeonA WORD OF APPRECIATIONMike Corbat, who retired as CEO and from our Board in February 2021,has had a long and distinguished career with the Company. He playeda critical role helping to lead us through the aftermath of the financialcrisis, and drawing on his long experience as a banker, he providedwise and thoughtful oversight as a director. We thank him for his manyvaluable

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7Notice of Annual Meeting of StockholdersCitigroup Inc.388 Greenwich StreetNew York, New York 10013Dear Stockholder:Citi’s Annual Stockholders’ Meeting will be held on Tuesday, April 27, 2021, at 9:00 a.m. Eastern Time through avirtual meeting platform. Please go to the “Register for Meeting” link at to register for themeeting. Live audio of the Annual Meeting will be webcast at You or your proxyholder canparticipate, vote, ask questions, and examine our stocklist or rules of the meeting at the Virtual Annual Meetingby visiting and using your 16-digit control number. Electronicentry to the meeting will begin at 8:45 a.m. E.T. and the meeting will begin promptly at 9:00 a.m. E.T. If youencounter difficulties accessing the virtual meeting, please call the technical support number that will be posted At the meeting, stockholders will be asked to: 1. elect the directors listed in this proxy statement, 2. ratify the selection of Citi’s independent registered public accounting firm for 2021, 3. consider an advisory vote to approve Citi’s 2020 executive compensation, 4. approve additional authorized shares under the Citigroup 2019 Stock Incentive Plan, 5. act on certain stockholder proposals, and 6. consider any other business properly brought before the meeting, or any adjournment or postponementthereof, by or at the direction of the Board of Directors.Citi has utilized the Securities and Exchange Commission (“SEC”) rule allowing companies to furnish proxy materialsto its stockholders over the Internet. This process allows us to expedite our stockholders’ receipt of proxy materials,lower the costs of distribution, and reduce the environmental impact of our 2021 Annual Meeting.In accordance with this rule, on or about March 17, 2021, we sent to those current stockholders who werestockholders at the close of business on March 1, 2021, a notice of the 2021 Annual Meeting containing a Noticeof Internet Availability of Proxy Materials (Notice). The Notice contains instructions on how to access our ProxyStatement and Annual Report and vote online. If you received a Notice and would like to receive a printed copyof our proxy materials from us instead of downloading a printable version from the Internet, please follow theinstructions for requesting such materials included in the Notice.By order of the Board of Directors,Rohan WeerasingheCorporate SecretaryMarch 17,

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9ContentsPROXY STATEMENT HIGHLIGHTS10ENVIRONMENTAL, SOCIAL ANDGOVERNANCE (ESG) ANDSUSTAINABILITY HIGHLIGHTS13COMPENSATION AND HUMANCAPITAL MANAGEMENT HIGHLIGHTS16CORPORATE GOVERNANCE20Corporate Governance MaterialsAvailable on Citi’s WebsiteAnnual ReportCorporate Governance GuidelinesDirector IndependenceMeetings of the Board of Directorsand CommitteesMeetings of Non-Management DirectorsBoard Leadership StructureBoard DiversityDirector Education ProgramBoard Self-Assessment ProcessBoard’s Role in Risk OversightCommittees of the Board of DirectorsInvolvement in Certain Legal ProceedingsCertain Transactions and Relationships,Compensation Committee Interlocks,and Insider ParticipationIndebtednessCiti’s Hedging PoliciesReputation Risk CommitteesEthics, Conduct and CultureCode of Ethics for Financial ProfessionalsEthics HotlineCode of ConductCommunications with the BoardDelinquent Section 16(a) 242STOCK OWNERSHIP43PROPOSAL 1: ELECTION OF DIRECTORS45Director Criteria and Nomination ProcessDirector QualificationsThe NomineesDirectors’ Compensation45465066AUDIT COMMITTEE REPORT70PROPOSAL 2: RATIFICATION OF SELECTIONOF INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM71PROPOSAL 3: ADVISORY VOTE TO APPROVEOUR 2020 EXECUTIVE COMPENSATION73Compensation Discussion and AnalysisThe Personnel and CompensationCommittee Report2020 Summary Compensation Table andCompensation InformationManagement Analysis of Potential AdverseEffects of Compensation PlansCEO Pay Ratio73101102110111PROPOSAL 4: APPROVAL OF ADDITIONALAUTHORIZED SHARES UNDER THECITIGROUP 2019 STOCK INCENTIVE PLAN113STOCKHOLDER PROPOSALS122Submission of Future Stockholder ProposalsCost of Annual Meeting and Proxy SolicitationHouseholding137137137ABOUT THE 2021 ANNUAL MEETING138ANNEX A143Additional Information Regarding Proposal 3143Citigroup – Quantitative Scorecard Metric Detailsand Reconciliations144ANNEX B146Citigroup 2019 Stock Incentive Plan (as amendedand restated as of April 27, 2021, subject tostockholder approval)

10Proxy Statement HighlightsVoting ItemsProposal 1: Election of Directors (Pages 45-69)The Board recommends you vote FOR each nomineeProposal 2: Ratification of Selection of Independent Registered Public Accounting Firm (Pages 71-72)The Board recommends you vote FOR this proposalProposal 3: Advisory Vote to Approve Citi’s 2020 Executive Compensation (Pages 73-112)The Board recommends you vote FOR this proposalProposal 4: Approval of Additional Authorized Shares under the Citigroup 2019 Stock Incentive Plan (Pages 113-121)The Board recommends you vote FOR this proposalStockholder Proposals 5-10 (Pages 122-136)The Board recommends you vote AGAINST each of the stockholder proposalsMeeting andVoting Information(For additional information,please see About the 2021 AnnualMeeting starting on page 138.)Date and TimeApril 27, 2021, 9:00 a.m. E.T.Record DateMarch 1, 2021VotingStockholders as of therecord date are entitledto vote. Each share ofcommon stock is entitled toone vote for each Directornominee and one vote foreach of the other proposalsto be voted on.Admission ProceduresPlease register to attendCiti’s 2021 Annual Meeting.Please go to the “Registerfor Meeting” link atwww.proxyvote.comto register for thevirtual meeting. Go toattend the virtual meeting.Please remember tosubmit your 16-digit controlnumber on your proxycard or voting instructionform as well as your firstand last name and youremail address.Citi 2021 Proxy StatementBoard and Corporate GovernanceHighlightsSummary of Director NomineesThe nominees for the Board of Directors each have the qualificationsand experience to guide Citi’s strategy and oversee management’sexecution of that strategic vision. Citi’s Board of Directors consistsof individuals with the skills and backgrounds necessary to overseeCiti’s efforts on delivering sustainable, client-led revenue growth whileoperating within a complex financial and regulatory environment.Independence1 Non-Independent Director1 Executive Director88% of our Board Nomineesare Independent.14 IndependentDirectorsBoard Refreshment 10 YEARS2 DirectorsThe average board tenure of ournominees is 5 years and onlytwo nominees have served formore than 10 years. There havebeen 10 new Directors electedwithin the last 5 years, one ofwhom was elected in 2020.8-10 YEARS3 Directors4-7 YEARS6 Directors 4 YEARS5 DirectorsDiversityWomenRacially/EthnicallyDiverse2 Black1 Latino50%19%8 Nominees3 NomineesCiti’s Board is committed toensuring that it is composed ofindividuals whose backgroundsreflect the diversityrepresented by our employees,customers, stockholders,and stakeholders. Based onthe voluntary self-identificationof gender, race and ethnicityby our Board members, thegraphs represent the diversityof the Board.

PRoxy STATEMENT HIGHlIGHTSDirector NomineesName andPrimary QualificationsEllen M. CostelloAge66DirectorSince2016Principal Occupation and Other CurrentPublic Company DirectorshipsFormer President and CEo, BMo FinancialCorporation, and Former U. S. Country Head,BMo Financial GroupBoard: Diebold Nixdorf, Inc.Former Senior Deputy Comptroller for BankSupervision Policy and Chief National BankExaminer, office of the Comptroller of the CurrencyChair, Citibank, N.A.Board: DaVita Inc.Grace E. Dailey602019Barbara J. Desoer682019John C. Dugan652017Jane N. Fraser532020Duncan P. Hennes642013Co-Founder and Partner, Atrevida Partners, llCBoard: RenaissanceRe Holdings Ltd.Peter B. Henry512015S. Leslie Ireland612017Lew W. (Jay) Jacobs, IV502018Dean Emeritus and W. R. Berkley Professor ofEconomics and Finance, New york University,leonard N. Stern School of BusinessBoard: Nike, Inc.Former Assistant Secretary for Intelligence andAnalysis, U.S. Department of the Treasury, andNational Intelligence Manager for Threat Finance,office of the Director of National IntelligenceFormer President and Managing Director, PacificInvestment Management Company llC (PIMCo)Renée J. James562016Founder, Chairman and CEo, Ampere ComputingBoard: Oracle CorporationGary M. Reiner662013operating Partner, General Atlantic llCBoard: Hewlett Packard Enterprise CompanyDiana L. Taylor662009James S. Turley652013Deborah C. Wright632017Alexander R. Wynaendts602019Ernesto ZedilloPonce de Leon692010Citi CommitteesA ECC E NGP PC RMChair, Citigroup Inc.Chief Executive officer, Citigroup Inc.Former Superintendent of Banks, State of New yorkBoard: Brookfield Asset ManagementFormer Chairman and CEo, Ernst & youngBoards: Emerson Electric Co., Northrop GrummanCorporation, and Precigen, Inc.Former Chairman, Carver Bancorp, Inc.Former Chief Executive officer and Chairman of theExecutive Board, Aegon NVBoard: Air France KLMDirector, Center for the Study of Globalization andProfessor in the Field of International Economics andPolitics, yale UniversityBoard: Alcoa Corp.QualificationsCompensationInstitutional BusinessConsumer Business andFinancial ServicesCorporate GovernanceInternational Business orEconomicslegal, Regulatory andComplianceCybersecurity andData ManagementRisk ManagementFinancial ReportingSustainabilitycommittee membercommittee chairAAuditECC Ethics, Conduct and CultureEExecutiveNGP Nomination, Governance and Public AffairsPCPersonnel and CompensationRM Risk ManagementHuman Capital Managementwww.citigroup.com11

12PRoxy STATEMENT HIGHlIGHTSCorporate Governance HighlightsCiti is active in ensuring its governance practices are at the leading edge of best practices. Highlights include:Alignment with StockholdersAdherence to Corporate Governance Best Practices In December 2019, the Board ofDirectors lowered the thresholdfor stockholders to call a SpecialMeeting from 20% to 15% Citi provides Proxy Access toeligible stockholders, whichgives them the right to includetheir own Board nominees in theCompany’s proxy materials Stockholders have the right toact by written consent Citi has an independent Chair; ifthere is no independent Chair ofthe Board, the Board will appointa lead Independent Director Majority vote standard foruncontested Director elections No super-majority vote provisionsin our governing instruments The Board of Directors formed a Transformation oversightCommittee, an ad hoc committee, to provide oversight of Citi'sefforts to improve its Risk and Control environment. (Please seepage 31 of this Proxy Statement to review additional disclosureregarding the Transformation oversight Committee) Citi's Board includes an Ethics, Conduct and Culture Committee Members of Citi’s Board of Directors and Citi’s executive officersare not permitted to hedge their Citi securities or to pledge theirCiti securities as collateral for a loan; see Citi's Hedging Policies onpage 39 of this Proxy Statement Citi’s Nominees for Director include eight women and three minorities ongoing Board refreshment, with new independent Directors addedin 2015, 2016, 2017, 2018, 2019, and 2020 Citi was listed in Newsweek as one of America's Most ResponsibleCompanies 2021—#9 overall and #1 Financial Services Company Citi’s then CEo signed the Business Roundtable's Statement on thePurpose of a Corporation in 2019 reaffirming our commitment tocreate value for all of our stakeholders Citi appointed a Chief Sustainability officer in September 2019Citi 2021 Proxy Statement

ENVIRoNMENTAl, SoCIAl AND GoVERNANCE (ESG) AND SUSTAINABIlITy HIGHlIGHTSOur Investor Engagement Program*SummerMembers of senior management communicate with investors regarding votes at the AnnualMeeting and other governance issues.FallMembers of the Board and senior management conduct calls with investors for input on avariety of governance, human capital management, compensation, and environmentaland social matters, including climate risk.WinterSenior management continues to conduct engagement calls with investors regardinggovernance, human capital management, compensation, and environmental and socialmatters. The Board reviews shareholder feedback from these conversations.SpringMembers of the Board and senior management conduct conversations with ourinvestors in advance of the Annual Meeting to provide an opportunity for discussion ofcompensation, management and stockholder proposals, and other governance andannual meeting matters.Annual Stockholders’ Meeting*In the period following the 2020 Annual Meeting and prior to the issuance of the 2021 Proxy Statement, Citi engagedwith investors regarding, among other topics, the following: the COVID-19 pandemic, executive compensation, humancapital management including diversity and inclusion and gender pay equity, culture, risk and control, climate changerisk and disclosures including our work in response to the Task Force on Climate-related Financial Disclosures (TCFD)recommendations, human rights, Board refreshment and governance, and certain stockholder proposals. For informationabout our engagement efforts in advance of the 2021 Annual Meeting, please see pages 86-87 in this Proxy Statement.Environmental, Social and Governance(ESG) and Sustainability HighlightsESG and Sustainability Governance at CitiThree Board-level committees have oversight responsibility for ESG and sustainability-related activities. The fullBoard also receives reporting on these topics. Management organizations help drive activities and provide strategicguidance and senior-level review on ESG and sustainability topics.Board of DirectorsNomination, Governanceand Public AffairsCommitteeoversees programs andcompany policies andprocedures related toESG and sustainabilityincluding climate change,human rights, communityinvestment, supplier diversityand other issues; reviewsengagement with majorexternal stakeholders;reviews corporategovernance best practices;and provides oversight ofreputational riskEthics, Conduct andCulture Committeeoversees management’sefforts to reinforce andenhance a culture of ethicsthroughout the firmSenior ManagementRisk ManagementCommitteeReviews Citi’s risk appetiteframework, includingreputation risk appetite,and reviews key riskpolicies, including thosefocused on environmental,social and climate risk ExecutiveManagement Team Reputation Risk Committees Chief Sustainability officer Head of Environmental andSocial Risk Management Head of Climate Risk Head of CommunityInvesting and Development Global SustainabilitySteering Committee Climate RiskAdvisory Council Sustainable Banking andESG teams embedded inkey businesseswww.citigroup.com13

14ENVIRoNMENTAl, SoCIAl AND GoVERNANCE (ESG) AND SUSTAINABIlITy HIGHlIGHTSBoard ESG QualificationsMembers of Citi’s Board have expertise on key ESG issues, including regulatory trends, cybersecurity, communityinvestment, talent and diversity, climate change and finance. For more information on the qualifications of ourboard members, please refer to the Election of Directors section on pages 45-65.Governance HighlightsBased on the voluntaryself-identification by Boardmembers, the Board iscomprised of 50% WOMENand 19% MINORITIESCompleted an orderly transitionto a NEW CEO, with Jane Fraserbecoming the FIRST FEMALECEO OF A MAJOR U.S. BANKPERFORMANCE SCORECARDSof members of the ExecutiveManagement Team includeRELEVANT ESG METRICSon DIVERSITY ANDENVIRONMENTAL FINANCESustainability Frameworkour 2025 Sustainable Progress Strategy lays out our approach to advance solutions that address climate changearound the world in support of the transition to a low-carbon economy. The strategy is organized under threeprimary pillars:Low-CarbonTransitionClimate RiskSustainableOperationsAccelerate the transition to alow-carbon economy throughour 250 billion EnvironmentalFinance GoalMeasure, manage and reduce theclimate risk and impact of ourclient portfolioReduce the environmentalfootprint of our facilitiesand strengthen oursustainability cultureEnvironmental HighlightsFinanced and facilitated 28 BILLION towards our 250 BILLIONENVIRONMENTAL FINANCEGOAL in 2020Issued our SECONDBENCHMARK GREENBOND, a 1.5 BILLION,FOUR-YEAR OFFERINGAchieved goal to USE 100%RENEWABLE ELECTRICITYfor facilities globally and goalsfor ENERGY AND WATERCONSUMPTION REDUCTION,WASTE DIVERSION, and GREENBUILDING CERTIFICATIONSEstablished DEDICATEDESG TEAMS embedded in keybusinesses to assist clients intheir low-carbon transitionJoined the PARTNERSHIPFOR CARBON ACCOUNTINGFINANCIALS, a framework tomeasure and disclose emissionsof lending portfoliosAchieved LEED PLATINUMCERTIFICATION for ourCorporate HQ in NyCCiti 2021 Proxy Statement

ENVIRoNMENTAl, SoCIAl AND GoVERNANCE (ESG) AND SUSTAINABIlITy HIGHlIGHTSCiti's Net Zero Commitmenton March 1, 2021, Citi announced its commitment to reach Net Zero greenhouse gas emissions by 2050 and that theCompany will develop a plan to achieve this goal. Because the Company recognizes the importance of making this plancredible, management expects to spend up to 12 months developing it and establishing interim targets. once the planhas been published, Citi intends to report annually on our progress and goals.Implementing the TCFD RecommendationsCiti published its second dedicated climate disclosure report, Finance for a Climate-Resilient Future II, which describesour implementation of the Task Force on Climate-related Financial Disclosures (TCFD) Recommendations. The reportincludes: an illustration of our enhanced climate change governance, ranging from expanded board oversight to seniorengagement from across our businesses; our recent climate scenario analysis exercises, including a carbon pricescenario analysis for our oil and gas exploration and production portfolio; and a credit exposure climate risk heat map.Social HighlightsIssued 2.5 BILLIONAFFORDABLE HOUSINGBOND, the largest social bondfrom a private sector issuerto dateCommitted OVER 100 MILLIONin support of COVID-19RELATED COMMUNITY RELIEFand ECONOMIC RECOVERYEFFORTS globally by Citi and theCiti FoundationProvided 1.17 BILLION INFINANCIAL INCLUSION LENDINGand supported 3.9 MILLIONUNBANKED AND UNDERBANKEDSMALL BUSINESSES in emergingmarkets since 2007Disclosed our RAW PAYGAP for WOMEN (74%) andU.S. MINORITIES (94%)launched CITI IMPACT FUNDand completed investmentsin four companies supportingareas such as AFFORDABLEHOUSING, BIOENERGY, andFEMALE EMPOWERMENT INTHE WORKPLACE and allocatedan additional 50 MILLIONspecifically for BLACKENTREPRENEURSExpanded Citi and the Citi's Foundationyouth employment skills program,PATHWAYS TO PROGRESS, throughour commitment to provide 10,000YOUNG ADULTS work experience andcareer development opportunities with 100 MILLION IN CITI FOUNDATIONGRANTS AND 10,000 CITIEMPLOYEE VOLUNTEERSAction for Racial EquityCiti established Action for Racial Equity, a comprehensive framework that includes more than 1 billion instrategic initiatives to help close the racial wealth gap and increase economic mobility in the United States.The initiative represents an effort to leverage Citi’s core business capabilities alongside Citi Foundation’sphilanthropic efforts to combat the impacts of racism on our economy and drive systemic change. Theinitiative includes four goals: expanding banking and access to credit in communities of color; investing in Blackentrepreneurship; investing in affordable housing and promoting the growth of black homeownership; andstrengthening Citi’s policies and practices in order to become an anti-racist institution.ESG Ratings Inclusion in DJSI North America Index with score of 64/100 (80th percentile)Sustainalytics Score of 26.3/100 (lower score denotes better performance)MSCI Score of ACDP Climate Change Score of A- and Supplier Engagement Rating of BRecognitions Ranked #9 on Newsweek’s Most Responsible Companies list for 2021, and first among financial institutions Designated as North America’s Best Bank for Corporate Responsibility and recognized for Excellence inleadership by Euromoney in 2020 3Bl Media ranked Citi as the #2 Best Corporate Citizen (of 1,000 largest U.S. Firms) in 2020 The Wall Street Journal ranked Citi (the only U.S. Bank) #72 in top most sustainably managed companies inthe world in 2020www.citigroup.com15

16Compensation and Human CapitalManagement HighlightsSignificant Developments in Our Compensation ProgramsThis Proxy Statement provides detailed information concerning our executive compensation program and itsalignment with our performance, beginning on page 73 of this Proxy Statement. The following supplements thatdiscussion by highlighting compensation-related developments at Citi during 2020.In october 2020, we entered into Consent orders with the Federal Reserve Board and the office of the Comptrollerof the Currency (oCC) that focused on our risk and control practices (Consent orders). Consistent with ourperformance-based approach to compensation decisions, in determining executive incentive compensation awardsfor 2020, the Compensation Committee reduced named executive officer incentive compensation awards based onassessments of individual performance concernin

PROPOSAL 1: ELECTION OF DIRECTORS 45 . Director Criteria and Nomination Process 45 Director Qualifications 46 The Nominees 50 Directors’ Compensation 66 . CORPORATE GOVERNANCE 20 AUDIT COMMITTEE REPORT 70 . Corporate Governance Materials PROPOSAL 2: RATIFICATION OF SELECTION Available on Citi’s Website 21 Annual Report 21