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For Immediate Release Citigroup Inc. (NYSE: C)

Citi and ValueAct Capital Enter into Information Sharing and Engagement Agreement

January 11, 2019

New York/San Francisco - Citigroup Inc. and ValueAct Capital announced today that they have entered into an Information Sharing and Engagement Agreement which will formalize and expand on the constructive dialogue between Citi and ValueAct that began in early 2018.

The Agreement provides for a deeper level of engagement and collaboration between Citi and ValueAct. It enables ValueAct to have access to confidential information about the company and engage with members of Citi's management team and Board of Directors on areas such as strategy, governance and operational planning matters. The Agreement also provides for ValueAct's support for management and the Board through the term of the Agreement, which lasts through December of 2019.

A representative of ValueAct currently sits on the board of Alliance Data Systems, a competitor of Citi's in certain business lines. Due to issues around board interlocks of competitors, ValueAct is not pursuing a board seat at Citi at this time. Citi and ValueAct have discussed that when this situation changes, it is likely that ValueAct will propose a candidate for a board seat and Citi would consider the request, following its usual process for director candidates.

Citi CEO Michael Corbat said: "We have had a very constructive dialogue with ValueAct over the past year. This Agreement will enable Citi to work closely with one of its largest shareholders and one with unique insights and a strong track record of adding value to global organizations. We see ValueAct's expertise and shareholder perspective as important strengths and are looking forward to working together to benefit all of Citi's stakeholders."

ValueAct President and Chief Investment Officer G. Mason Morfit said: "We have had a very open and constructive dialogue with Mike Corbat and his team over the past year. We have consistently been impressed with Citi's franchises, its strategies and its people. We are excited to take our engagement to the next level and work with management and the board to help deliver excellent and sustainable results for all stakeholders."

ValueAct currently owns approximately 32 million of the issued and outstanding shares of Citigroup common stock and is one of its largest shareholders.

Citi, the leading global bank, has approximately 200 million customer accounts and does business in more than 160 countries and jurisdictions. Citi provides consumers, corporations, governments and institutions with a broad range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, transaction services, and wealth management.

Additional information may be found at | Twitter: @Citi | YouTube: | Blog: | Facebook: | LinkedIn:

Media: Mark Costiglio, (212) 559-4114
Investors: Susan Kendall, (212) 559-2718
Fixed Income Investors: Thomas Rogers, (212) 559-5091

ValueAct Capital
ValueAct Capital, based in San Francisco, California, implements a global investment strategy that combines intensive due diligence, a concentrated number of investments, and active, constructive involvement in the value creation at those investments. ValueAct Capital tends to be the largest, or one of the largest shareholders in each of its core portfolio company investments, and often joins the board of directors of those companies, where it works alongside of management and the board to help companies achieve long-term sustainable business results.

Media: Andrew Honnor, +44 20 7952 2000, Alex Campbell, Greenbrook Communications

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