UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.            )
 
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  Citigroup Inc.  
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on April 16, 2019.

CITIGROUP INC.



CITIGROUP INC.
3800 CITIGROUP CENTER DRIVE
BLDG G, MAIL ZONE G3-23
TAMPA, FL 33610-9122

Meeting Information
Meeting Type: Annual Meeting
For Holders as of:      February 19, 2019
Date: April 16, 2019      Time: 9:00 a.m.
Location:      Citi's Headquarters
388 Greenwich Street
NewYork, NewYork 10013

You are receiving this communication because you hold shares in the company named above.

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NOTICE AND PROXY STATEMENT                                    ANNUAL REPORT

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Voting Items

The Board of Directors recommends a vote FOR Proposals 1 through 4.

1.   Proposal to elect 15 Directors:
         
1a.      Michael L. Corbat
  
1b. Ellen M. Costello
  
1c. Barbara J. Desoer
  
1d. John C. Dugan
  
1e. Duncan P. Hennes
  
1f. Peter B. Henry
  
1g. S. Leslie Ireland
  
1h. Lew W. (Jay) Jacobs, IV
  
1i. Renée J. James
  
1j. Eugene M. McQuade
  
1k. Gary M. Reiner
  
1l. Diana L. Taylor
  
1m. James S. Turley
  
1n. Deborah C. Wright
  
1o. Ernesto Zedillo Ponce de Leon
 







2. Proposal to ratify the selection of KPMG LLP as Citi's independent registered public accounting firm for 2019.
         
3. Advisory vote to approve Citi's 2018 executive compensation.
         
4. Approval of the Citigroup 2019 Stock Incentive Plan.

The Board of Directors recommends a vote AGAINST Proposals 5 through 7.

5.        Shareholder proposal requesting Shareholder Proxy Access Enhancement to Citi's proxy access bylaw provisions.
         
6. Shareholder proposal requesting that the Board adopt a policy prohibiting the vesting of equity-based awards for senior executives due to a voluntary resignation to enter government service.
  
7. Shareholder proposal requesting that the Board amend Citi's bylaws to give holders in the aggregate of 15% of Citi's outstanding common stock the power to call a special meeting.