Agency Agreement, dated August 19, 2014



 Exhibit 4.03 

CITIGROUP INC. 
 And

 CITIBANK, N.A. 

As Fiscal Agent, Registrar, Transfer Agent and Exchange Agent 

 
  

AGENCY AGREEMENT 

NOK1,000,000,000 3.500% Notes due August 19, 2024 

Dated as of August 19, 2014 
  

 
  

  
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 THIS AGREEMENT is made in London as of August 19, 2014, BY 

 

	(1)	CITIGROUP INC. (the “Issuer”). 

  

	(2)	CITIBANK, N.A. (“Citibank, N.A.”), which shall act as fiscal agent, registrar, transfer agent and exchange agent (hereinafter referred to in such respective capacities as “Fiscal
Agent”, “Registrar”, “Transfer Agent” or as “Exchange Agent”, which expressions shall include any successor or successors thereto). 


WHEREAS pursuant to the Terms Agreement dated July 29, 2014, that incorporates by reference the underwriting agreement basic provisions
dated March 2, 2006 (together, the “Underwriting Agreement”) between the Issuer and the Underwriters named therein, the Issuer has agreed to issue its NOK1,000,000,000 3.500% Notes due August 19, 2024 (the
“Notes”); and 
 WHEREAS the Issuer wishes to appoint Citibank, N.A. to act as Fiscal Agent, Registrar, Transfer Agent and
Exchange Agent in relation to the Notes upon the terms and conditions set forth in this Agreement and the Schedules hereto. 
 IT IS HEREBY
AGREED as follows: 
  

	1.	DEFINITIONS, INTERPRETATION 

 The following terms shall, unless the context
otherwise requires, have the respective meanings indicated below: 
 “Agent(s)” means any of the Fiscal Agent, the
Registrar, the Exchange Agent and the Transfer Agent. 
 “Conditions” means, with respect to a particular Series, the terms
and conditions of such Series, as contained in the applicable Global Notes, in the Prospectus Supplement dated July 29, 2014 to the Prospectus dated November 13, 2013, and the Indenture. 

“Global Notes” means, with respect to a particular Series, either one or both of (i) the International Global Note in
the form of Schedule 1 attached hereto and (ii) the DTC Global Notes in the form of Schedule 2 attached hereto (also referred to herein as the “International Global Note” and the “DTC Global Note”,
respectively). 
 “Indenture” means the Indenture dated as of November 13, 2013, as amended and supplemented to date,
between the Issuer and The Bank of New York Mellon (the “Trustee”). 
 Terms not defined herein shall have the same
meanings as are assigned thereto in the Underwriting Agreement and the Conditions. References to “NOK” are to Norwegian Kroner. 

  
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	2.	APPOINTMENTS 

 2.1 The Issuer hereby appoints Citibank, N.A. to act as Fiscal Agent, Registrar,
Transfer Agent and Exchange Agent in respect of the Notes and Global Notes. 
 2.2 Citibank, N.A. hereby accepts such appointments, and agrees to act in
such capacities, solely on the terms and conditions set out in this Agreement and the Schedules hereto. In particular, the Fiscal Agent agrees to arrange on behalf of and at the request and expense of the Issuer any publication of notices pursuant
to the Conditions. 
 2.3 The obligations of the Agents are several and not joint. 

 

	3.	THE NOTES 

 3.1 The Notes shall be represented by permanent Global Notes without interest coupons
as specified in the Conditions. Each International Global Note and DTC Global Note shall be substantially in the forms attached hereto as Schedules 1 and 2, respectively, in each case with such changes as may be agreed between the Issuer and the
Trustee. The Conditions shall be attached to, or endorsed upon, each Global Note. In the event that individual definitive Notes are issued, the parties shall enter into a supplement to this Agreement to provide for the matters set forth herein with
regard to such definitive Notes. 
 3.2 Each Global Note shall be signed manually or in facsimile by a duly authorised officer of the Issuer and
dated the Issue Date. Each Global Note shall be authenticated manually by Citibank, N.A., as authenticating agent on behalf of the Trustee, and delivered to (i) in the case of the International Global Note, Citibank, N.A. as common depositary
for Euroclear and Clearstream, and (ii), in the case of the DTC Global Notes, Citibank, N.A., London office as custodian for The Depository Trust Company, New York (“DTC”). 

 

	4.	PAYING AGENCY 

 4.1 The Issuer shall remit the funds necessary for the payment of interest on and
principal of the Notes to the Fiscal Agent, in NOK in same-day funds, to such account at the Fiscal Agent in London as the Fiscal Agent may from time to time specify (the “Redemption Account”) by 10:00 am (London time) on the
Business Day immediately prior to the date on which such payment is due. Business Day shall mean a day on which commercial banks and foreign exchange markets settle payments and are open for general business in each of London, Oslo and New York
City. 
 The Issuer hereby authorizes and directs the Fiscal Agent, from the amounts so paid to it, to make payment of the principal of, and interest on,
the Notes on the due date for payment set forth in the Conditions and this Agreement. The Fiscal Agent shall be entitled to make payments net of any taxes or other sums required to be withheld or deducted by any applicable law. 

The Issuer shall confirm to the Fiscal Agent not later than 10:00 a.m. (London time) on the second Business Day before the relevant date for such payment that
it has issued irrevocable payment instructions for such payment to be made. 
 4.2 If for any reason the Fiscal Agent does not receive unconditionally the
full amount payable by the Issuer on the relevant due date in respect of all the outstanding or maturing Notes, the Fiscal Agent shall as soon as reasonably practicable notify the Issuer by facsimile. The Fiscal Agent shall not be bound to make any
payment of principal or interest in respect of the Notes until the Fiscal Agent has received to its order the full amount of the monies then due and payable in respect of all outstanding or maturing Notes, provided, however, that if the Fiscal Agent
shall, in its discretion, make any payment of principal or interest on or after the due date therefor in respect of the Notes prior to its unconditional receipt of the full amount then due and payable in respect of all outstanding Notes, the Issuer
will promptly pay such amount to the Fiscal Agent and will compensate the Fiscal Agent at a rate equal to the Fiscal Agent’s cost of funding. 

  
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 4.3 Out of the sums paid to the Fiscal Agent in respect of interest and principal on the Notes, the Fiscal Agent
will make payment free of charge to the registered holder of the International Global Note and the DTC Global Note as stipulated in Clause 9 below, in the amounts specified in the Conditions. The Fiscal Agent shall obtain from the Registrar, and the
Registrar shall supply, such details as are required for the Fiscal Agent to make payment as stated above. 
 4.4 In respect of the monies paid to it
relating to any Note, the Fiscal Agent 
 4.4.1 shall not be entitled to exercise any lien, right of set-off or similar claim (including
without limitation any claim arising from or relating to any other issue of securities by the Issuer), 
 4.4.2 shall not be required to
account for interest thereon and 
 4.4.3 money held by it need not be segregated except as may be required by applicable law. 

Any funds held by the Fiscal Agent are held as banker and shall not be subject to the UK FCA Client Money Rules 

 

	5.	DOCUMENTS FOR INSPECTION AND PUBLICATION OF NOTICES 

 5.1 On behalf and at the request and
expense of the Issuer, the Fiscal Agent shall cause to be published any notices required to be given by the Issuer in accordance with the Conditions. 
 5.2
The Issuer shall provide to the Fiscal Agent sufficient copies of all documents required by the Conditions to be available for issue or inspection, and the Fiscal Agent shall make such copies available to Noteholders upon their request. 

5.3 To the extent practicable, the Issuer shall provide the Fiscal Agent with a copy (prior to publication) of all notices to be issued in connection with the
Notes. 
  

	6.	CANCELLATION OF THE GLOBAL NOTES 

 6.1 Subject to the terms of the Indenture, as soon as
practicable upon the Issuer’s request, the Registrar shall take all measures necessary to cancel any Notes which the Issuer has repurchased or whose maturity has been accelerated pursuant to the Conditions. The Registrar shall cause any such
Notes (i) to the extent represented by the International Global Note, to be cancelled resulting in a reduction in the aggregate amount of the Notes represented by the International Global Note by the aggregate amount of Notes so cancelled, and
(ii) to the extent represented by the DTC Global Note, to be cancelled in accordance with the procedures established for that purpose by DTC, resulting in a reduction in the aggregate amount of the Notes represented by the DTC Global Note by
the aggregate amount of the Notes so cancelled. 
 6.2 On the same day such cancellation is effected, the Registrar shall record such cancellation of Notes
on the Register in such a way that the aggregate principal amount of Notes cancelled at any time together with the aggregate principal amount of Notes outstanding and represented by the Global Notes shall equal the aggregate principal amount of
Notes originally issued by the Issuer. 
 6.3 The Registrar shall upon request furnish the Issuer with a notice of cancellation signed by an authorized
officer of the Registrar confirming the cancellation of such Notes and the corresponding reduction of the relevant Global Note(s). 
  

	7.	DUTIES OF THE REGISTRAR 

 7.1 The Registrar shall maintain the Register in London in accordance
with the Conditions. The Register shall show the aggregate amount of Notes represented by each Global Note at the date of issue and all subsequent transfers and exchanges involving a change in such amounts and the names and addresses of the
registered holders (each a “Payee”). On the first Business Day after the Record Date for any interest payment on the Notes, the Registrar shall send payment details in respect of the Payees and the NOK accounts to which transfers
should be made to the Fiscal Agent. 

  
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 7.2 Transfers or exchanges of Notes will be made in accordance with the Conditions, the procedures established
for this purpose between Euroclear, Clearstream, DTC and the Registrar, and Euroclear, Clearstream and DTC’s regulations applicable to such transfers or exchanges. Any such transfer or exchange which results in a change in the aggregate
principal amount of Notes held by Euroclear, Clearstream and DTC shall be notified by Euroclear, Clearstream and DTC to the Registrar. The Registrar shall promptly enter details of the transfer or exchange in the Register, which entry shall, without
further action, cause the aggregate principal amount represented by each Global Note to be amended accordingly. 
 7.3 The Registrar shall at all reasonable
times during office hours make the Register available to the Issuer and the Fiscal Agent or any person authorised by either of them for inspection and for the taking of copies thereof or extracts therefrom, and the Registrar shall deliver to such
persons such information contained in the Register or relating to the Notes as they may reasonably request. 
  

	8.	DUTIES OF THE TRANSFER AGENT 

 If and to the extent so specified by the Conditions and in
accordance therewith, or if otherwise requested by the Issuer, the Transfer Agent shall make available all relevant forms of transfer, inform the Registrar of the name and address of the relevant person to be inserted in the Register and carry out
such other acts as may be necessary to give effect to the Conditions and this Agreement. 
  

	9.	PAYMENTS TO DTC NOTEHOLDERS 

 9.1 All amounts of principal and interest due in respect of the
Notes which are represented by the DTC Global Note (each a “DTC Amount”) shall be paid in U.S. dollars (each such payment being referred to herein as a “U.S. Dollar Payment”), unless DTC has advised the Fiscal Agent
that the relevant Noteholder has made an effective election to receive all or a portion of its payment in Norwegian krona outside DTC (each a “NOK Payment”). 

9.2 The Fiscal Agent shall, from each DTC Amount received by it, make U.S. Dollar Payments in accordance with the Conditions and NOK Payments in
accordance with the Conditions. 
  

	10.	DUTIES OF EXCHANGE AGENT 

 For the purposes of this Clause 10, a “payment
date” shall be each date on which the Issuer is obligated to remit funds to the Fiscal Agent pursuant to Clause 4.1. 
 The Exchange
Agent shall: 
  

	(i)	accept NOK by remittance to an account maintained by the Exchange Agent of the total amount of interest or principal due on any payment date on Notes held by Cede & Co. (as nominee of DTC) on the Record Date.
The Exchange Agent shall be advised by DTC if any beneficial holders of the Notes held by Cede & Co. (as nominee of DTC) have elected to receive payment in NOK and, if so, the amount of Notes held by such holders and the accounts to which
such payments in NOK are to be wired. On the payment date, the Exchange Agent shall wire payment in the appropriate NOK amounts to the accounts indicated. The remainder on such payment date shall be exchanged by the Exchange Agent pursuant to
sub-clause (ii) below into U.S. dollars and, after deduction of any costs relating to such exchange, shall be paid to Cede & Co. (as nominee of DTC) on the payment date; and 


 

	(ii)	 on the London business day preceding the applicable payment date, enter into a contract for the purchase of U.S. dollars with the Specified Amount of
NOK for settlement on such payment date. “Specified Amount” shall mean the aggregate amount of NOK payable to all Noteholders holding Notes through participants of DTC that have not elected to receive payments in NOK. The amount of
U.S. dollars payable in respect of a particular payment under the DTC Global Note will be equal to the amount of NOK otherwise payable exchanged into U.S. dollars at the NOK/U.S.$ exchange rate obtained on the London business day prior to the
relevant payment date, less any costs incurred by the Exchange Agent for such conversion (such costs to be shared pro rata among holders under the DTC Global Note 



  
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accepting U.S. dollar payments in proportion of their respective holdings). If an exchange rate bid quotation is not so available, the Exchange Agent shall obtain a bid quotation from a leading
foreign exchange bank in London selected by the Exchange Agent after consultation with the Issuer. If no bid quotation is so available, payment will be made in NOK to the account or accounts specified by DTC to the Exchange Agent. In this sub-clause
(ii), the term “London business day” shall mean any day on which commercial banks and foreign exchange markets settle payments in London. 

  

	11.	CONDITIONS OF APPOINTMENT 

 11.1 The Issuer will pay to the Agents a remuneration for all
services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 

11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand
which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 

11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which
may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder.
Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or
damages. 
 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 

11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any
instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from
its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under any instruction, without liability, if the instructions received are conflicting,
unclear or equivocal. 
 11.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the
Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held for payment to the Noteholders and shall be applied as set forth herein and
in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds. 

11.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder. 

11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall
be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 

11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall
be read into this Agreement against the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its
opinion, assured to it. The obligations of the Agents hereunder are several and not joint. 

  
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 11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other
capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder. 
  

	12.	CHANGE IN AGENTS 

 12.1 Each of the Fiscal Agent, Registrar, Exchange Agent and Transfer Agent in
its capacity as such may be removed at any time by the giving to it of at least 30 days’ written notice to that effect signed on behalf of the Issuer specifying the date on which such removal shall become effective. Each of the Fiscal Agent,
Registrar, Exchange Agent and Transfer Agent may at any time resign by giving at least 30 days’ written notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer specifying the date on which such resignation shall
become effective. Notwithstanding the foregoing, no such resignation or removal shall take effect within 30 days before or after any due date for payment of any Notes or before a new Fiscal Agent, Registrar, Exchange Agent and Transfer Agent, as the
case may be, shall have been appointed by the Issuer as hereinafter provided, and such new Agent shall have accepted such appointment. Any change in any Agent shall be notified by the Issuer to the other Agent(s). 

12.2 The Issuer agrees with the Fiscal Agent that if, by the day falling 10 days before the expiry of any notice under Clause 12.1 above, the Issuer has not
appointed a replacement Fiscal Agent, then the Fiscal Agent shall be entitled, on behalf of the Issuer, to appoint in its place any reputable financial institution of good standing and the Issuer shall not unreasonably object to such appointment.

 12.3 Upon the effectiveness of the appointment of any successor Fiscal Agent, Registrar, Exchange Agent and Transfer Agent, as the case may be, pursuant
to Clause 12.1, the Fiscal Agent, Registrar, Exchange Agent and Transfer Agent so removed shall cease to be a Fiscal Agent, Registrar, Exchange Agent and Transfer Agent, as the case may be, hereunder. Prior to the effectiveness of such appointment,
the Fiscal Agent, Registrar, Exchange Agent and Transfer Agent shall hold all moneys deposited with it or held by it hereunder in respect of the Notes to the order of the respective successor Fiscal Agent, Registrar, Exchange Agent and Transfer
Agent. 
  

	13.	NOTICES 

 Notices shall be in writing (including by facsimile) and addressed to the relevant party
hereto as follows: 
  

	(a)	If to the Issuer: 

 Citigroup Inc. 

153 East 53rd Street, 5th floor 

New York, New York 10043 

Attention: Treasury Department 

Telephone: 212-559-3553 
 Telefax:
212-793-5629 
  

	(b)	If to the Fiscal Agent, Registrar, Transfer Agent and Exchange Agent: 

 Citibank, N.A. 

Citigroup Centre 
 Canada Square

 Canary Wharf 
 London E14 5LB

 Attn: Agency & Trust, Bond Desk 

Fiscal Agent Telefax: +353 1 622 2210 

Registrar Telefax: +353 1 506 0339 

Exchange Agent Telefax: +353 1 247 6348 
 or at
any other address of which any of the foregoing shall have notified the others, and shall be deemed to have been given when received by the relevant party. 

  
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	14.	APPLICABLE LAW, PLACE OF JURISDICTION 

 14.1 This Agreement shall be subject to New York law.

 14.2 The exclusive place for all proceedings arising out of this agreement shall be New York. 

 

	15.	MISCELLANEOUS 

 15.1 The Fiscal Agent agrees to perform its obligations hereunder through its
London Branch to the extent that this is necessary or appropriate in order to make payments to DTC or DTC Participants in accordance with the Conditions. 

15.2 The Fiscal Agent shall promptly advise the Issuer of any notice, including any notice declaring Notes due, which it may receive pursuant to the
Conditions. 
 15.3 Should any of the provisions of this Agreement be or become invalid, in whole or in part, the other provisions of this Agreement shall
remain in force. Invalid provisions shall, according to the intent and purpose of this Agreement, be replaced by such valid provisions which in their economic effect come as close as legally possible to that of the invalid provisions. 

15.4 This Agreement may be signed in counterparts. 
 15.5 Terms
not defined in this Agreement shall have the meanings ascribed to them in the Underwriting Agreement or the Conditions, as the case may be. 
 15.6 If there
is any conflict between the terms of this Agreement and the terms of the Indenture, the terms of the Indenture shall control. 
 15.7 Notwithstanding
anything else herein contained, the Fiscal Agent may refrain without liability from doing anything that would or might in its opinion be contrary to any law of any state or jurisdiction (including but not limited to the United States of America or
any jurisdiction forming a part of it and England & Wales) or any directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in its reasonable opinion, necessary to comply with
any such law, directive or regulation. 
  

	16.	WHOLE AGREEMENT  

 16.1. This Agreement contains the whole agreement between the Parties relating
to the subject matter of this Agreement at the date of this Agreement to the exclusion of any terms implied by law which may be excluded by contract and supersedes any previous written or oral agreement between the Parties in relation to the matters
dealt with in this Agreement. 
 16.2 Each Party acknowledges that it has not been induced to enter into this Agreement by any representation, warranty or
undertaking not expressly incorporated into it. 
 16.3 So far as is permitted by law and except in the case of fraud, each Party agrees and acknowledges
that its only right and remedy in relation to any representation, warranty or undertaking made or given in connection with this Agreement shall be for breach of the terms of this Agreement to the exclusion of all other rights and remedies (including
those in tort or arising under statute) 
 16.4 In Clauses 16.1 to 16.3, “this Agreement” includes the fee letter dated the date hereof and all
documents entered into pursuant to this Agreement. 

  
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 This Agreement has been entered into effective the date stated at the beginning hereof. 

 

	
	CITIGROUP INC.
	
	/s/ Le Roy Davis
	Assistant Treasurer

  

	
	CITIBANK, N.A.
	
	/s/ Sarah D’ Souza
	Vice President


  
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