Citigroup Global Markets Europe AG

TERMS OF USE FOR RETAIL CLIENTS

In order to view the information on this section of the website https://www.citifirst.com (the “Website”), you must accept the terms and conditions set out below (these “Terms”) and our terms of use (please go to the link on this webpage for more information). These Terms create a binding legal agreement between us. For your own protection and benefit, please read these Terms carefully before starting to use this section of the Website. During each visit to this section of the Website, you are responsible for being familiar with, and are bound by, the then current version of these Terms. If you do not agree to these Terms, we must ask you to refrain from using this section of the Website. By clicking “I Accept” below and accessing the information and material available on this section of the Website, you accept these Terms.

Important Notice: For legal reasons the contents of this section of the Website cannot be made available to U.S. residents. These materials and any products described herein are not being offered or targeted to U.S. persons or to U.S. residents and access by them is prohibited.

ABOUT THIS SECTION OF THE WEBSITE

The section of the Website is located at https://de.citifirst.com/EN and is operated by a number of group companies of Citigroup (“Citigroup”) including Citigroup Global Markets Europe AG (“CGME”, “we”, “us”, “our”), which is supervised by Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) and the European Central Bank. The information on this section of the Website relates to securities (the “Products”) and is provided for your private use only. This section of the Website, and the information on it, are provided for informational purposes only and do not constitute an invitation, offer or solicitation to engage in any investment activity including to sell or purchase any financial instruments including, but not limited to, an interest in any Products.

YOUR ACCESS TO THIS SECTION OF THE WEBSITE

In order to access information about Products, you have selected Germany as your country of residence. Your selection will be used by us to determine the information that you will be able to access on this section of the Website. By selecting Germany as your country of residence, and clicking “I Accept” below, you represent, warrant and undertake to us that you are resident in Germany and are neither a U.S. resident nor a U.S. Person. Failure to provide us with accurate information will be treated as a material breach of these Terms. Not all Products in relation to which information is available on this section of the Website are available in all geographical locations and so this section of the Website is not intended to be accessed by users of the section of the Website that are not resident in Germany. You must not attempt to gain access to areas of the Website other than this section of the Website. If your country of residency changes, you must access the section of the Website that relates to your new country of residency. Please note that this may result in you not being able to access (i) information in relation to the same Products as before, or (ii) any information at all (if a restricted jurisdiction).

NO ADVICE

The information on this section of the Website is provided for information only and the fact that CGME has made it available does not constitute investment advice or a recommendation to buy, sell or otherwise transact in any particular Product. Products involve a high degree of risk and are not necessarily suitable for everyone. The Products featured on this section of the Website are only intended for sale to sophisticated investors who are capable of understanding and assuming the risks involved and may not be suitable for you.

In preparing the information on this section of the Website, CGME has not taken account of your particular investment objectives, financial situation or investment needs. Nothing on this section of the Website shall, or is intended to, constitute financial, legal, accounting or tax advice and neither CGME, nor any companies affiliated with CGME, will, and do not purport to, provide you with investment advice as a result of your use of this section of the Website. By accessing this section of the Website, no contract is created under which CGME or any of its affiliates agree to provide you with any information or investment advice and CGME and any companies affiliated with CGME are not acting as your agent. The information on this section of the Website is provided solely on the basis that you will make your own investment decisions.

Any product/strategy ideas are provided by our sales and trading department. Such material is therefore not a direct recommendation from our research department. The information in this section of the Website generally constitutes marketing communications (pursuant to Article 36(2) of Commission Delegated Regulation (EU) 2017/565 of 25 April 2016 (“DelReg MiFID II”) and not research (pursuant to Article 36(1) DelReg MiFID II). The marketing communications have not been prepared in compliance with the legal provisions promoting the independence of research and are not subject to the prohibition of trading following the distribution of research.
On the occasions where information provided includes extracts or summary material derived from research reports published by our research department, you are advised to obtain and review the original piece of research to see the research analyst’s full analysis.

No offer is being made. Nothing in this section of the Website constitutes, forms part of or should be considered as an offer, solicitation or invitation to buy or sell any Products on this section of the Website or to engage in any investment activity mentioned.

We strongly recommend that you seek professional investment advice before making any investment decision.

PRICES / HISTORIC PERFORMANCE

All prices or values provided on this section of the Website are indicative only. Such prices or values may not reflect actual prices or values that would be available in the market at the time provided or at the time you may decide to purchase or sell an interest in a particular Product. CGME accepts no responsibility for updating the price information available on this section of the Website. Information on historic performance of Products and/or underlying investments is no indication of future performance. No representation is made that any Product will, or is likely to, achieve results similar to those shown

SELLING RESTRICTIONS

The distribution of the information contained on this section of the Website may be restricted by law. This section of the Website, and the information on it, are not addressed to any person to whom it is unlawful to make such information available. The information on this section of the Website is only made available to investors in Germany and the information on this section of the Website is not aimed or directed at, or made available to, persons outside Germany. The Products are not available and prospectuses and other offering materials in respect of them will not be distributed to any person resident in any country where such distribution would be contrary to local law or regulation. You are still requested to inform yourself about any individual restrictions that are specific to countries and persons and comply with them.

PRODUCTS

The Products contained in this section of the Website may not be suitable for all retail investors. You should therefore consider the terms of investment in any Product carefully, and seek professional investment advice, before making any decision to invest in a Product.

The information about Products contained in this section of the Website is only made available to residents of Germany. However, you acknowledge that the selection of Germany as your country of residence does not mean that any or all Products in relation to which information is made available, have been deemed suitable for you.

OFFERING DOCUMENTS

The conditions of the Products are contained in offering documents prepared by the relevant issuer. The offering documents comprise either a base prospectus (which may be supplemented from time to time) and final terms of the offer, a key information document (if applicable) or an offering circular and a pricing supplement (the “Offering Documents”). In the event of any inconsistency between the information on this section of the Website regarding a particular Product and the terms of the Offering Documents, the Offering Documents shall prevail. The terms of the Offering Documents relating to each Product will contain risk warnings which are specific to that Product. To the extent you intend on acquiring an interest in a Product, you should read the Offering Documents carefully. To the extent that any information on this section of the Website, including any Offering Documents, relates to a third party which is not affiliated with CGME, this information has been provided by that third party and is the sole responsibility of such third party. As such, CGME accepts no liability for such information.

INVESTING IN PRODUCTS

Persons interested in acquiring any interest in a Product referred to on this section of the Website should inform themselves as to (i) the legal requirements within the countries of their nationality, residence, ordinary residence or domicile; (ii) any foreign exchange control requirement which they might encounter; and (iii) the income tax and other tax consequences which might be relevant to the acquisition, holding or disposal of such investment. You must make your own independent assessment as to your eligibility to invest in any Product referred to on this section of the Website under the laws of your country of nationality, residence, ordinary residence or domicile.

RISK WARNINGS

Any investment involves risk. Products can be high risk investments which are also subject to general market risks. You should not enter into any transactions unless you have fully understood all such risks and have independently determined that such transactions are appropriate for you. In this respect please note that:

• any investment in Products may involve substantial risks including, but not limited to, interest rate risk, currency risk, liquidity risk, market risk, credit risk, political risk, company risk and current value;

• the price and value of the Products are not guaranteed;

• the value of the Products may fluctuate significantly between the purchase date of the Product and maturity;

• the value of the Products will be affected by the price or levels of the underlying asset which may fluctuate substantially and expose the Product to losses;

• the value of Products can go down as well as up and you may receive back less than you initially invested;

• price fluctuations in the corresponding subscription items influence the value of the Products;

• Product prices are volatile. If the basic value moves contrary to the anticipated direction, losses in connection with the Product may be proportionately greater than losses in connection with the basic value;

• Products generally have a limited term and may expire without value; investors should therefore reckon with losses to the amount of the original purchase price (and the transaction fees thus incurred);

• past performance is no reliable indicator for future performance. To the extent that this section of the Website contains any indications as to future performance, such forecasts are not a reliable indicator of future performance;

• the value of Products may be affected by changes in any relevant foreign exchange rates;

• Products may be subject to early redemption in certain circumstances, such as illegality and for tax reasons. In such circumstances, Products may be redeemed prior to the maturity date for substantially less than their original purchase price;

• tax assumptions may change if the law changes, and the value of tax relief (if any) will depend upon your individual circumstances. You should consult your own tax advisers in order to understand any applicable tax consequences;

• the market for Products may be limited due to a lack of liquidity or low trading volume. This means that there may be difficulty in selling them at a reasonable price and, in some circumstances; it may be difficult to sell them at any price. Investors should not rely on selling the Products at a particular time or for a particular amount;

• investors may not be able to hedge the risks involved with these investments. Investors could make equal losses on any hedging transactions as well as losses on the Products. Neither the issuer nor any affiliate provides any assurances or guarantee as to the performance of the Products and is not under any obligation to make a market in or to repurchase the Products; and

• the insolvency or inability to meet payment obligations of any institution providing services such as safekeeping of assets or acting as a counterparty may expose the Product to financial loss or delays in receiving monies due which may substantially affect the value of your investment.

The above list of risk factors is not complete and you may be subject to considerable risk when holding the Product. You must refer to the relevant Offering Documents with respect to individual Products for a full list of risk factors. We strongly recommend that you seek professional investment advice before making any investment decision.

YOUR USE OF THIS SECTION OF THE WEBSITE

You must not use this section of the Website (or permit or procure others to use it) as follows:

• for any unlawful, improper or illegal purpose or activity;

• to communicate or receive information that is obscene, indecent, pornographic, sadistic, cruel, or racist in content, of a sexually explicit or graphic nature, which promotes or incites discrimination, hatred or racism or which might be legally actionable for any reason;

• in a manner intended to threaten, harass, or intimidate;

• to violate Citigroup’s, CGME’s or any third party's copyright, trademark, proprietary or other intellectual property rights;

• to damage Citigroup’s or CGME’s name or reputation or that of CGME’s affiliated companies or any third parties;

• to impersonate any of Citigroup’s or CGME’s employees or other person or use a false name while using this section of the Website or implying an association with Citigroup or CGME;

• to penetrate Citigroup’s or CGME’s security measures or other entities' systems ("hacking");

• to transmit unsolicited voluminous emails (for example, spamming) or to intercept, interfere with or redirect email intended for others using this section of the Website;

• to generate excessive amounts of internet traffic, to interfere with Citigroup’s or CGME’s network or other’s use of this section of the Website or to engage in activities designed to, or having the effect of, degrading or denying service to other users of this section of the Website or others;

• to introduce viruses, worms, harmful code and/or Trojan horses onto the internet or into this section of the Website or any other entity’s systems and it is your responsibility to ensure that whatever you download or select for your use from this section of the Website is free from such items;

• to post or transmit information that is defamatory, fraudulent or deceptive including, but not limited to, scams such as "make-money-fast" schemes or "pyramid/chain" letters; and/or

• to transmit confidential or proprietary information, except solely at your own risk.

When you visit this section of the Website, CGME’s server will record your IP address together with the date, time, page visited and duration of your visit. Please note that CGME uses cookies on this section of the Website. A cookie is a small data file. Such cookies do not retrieve information about you stored on your hard drive and do not corrupt or damage your computer or computer files. You are not obliged to accept a cookie that CGME sends to you, and you can in fact modify your browser so that it will not accept cookies.

When using this section of the Website, you must comply with all applicable local, national and international laws and regulations, including those related to data privacy, international communications and exportation of technical or personal data. It may be illegal to download the information contained on this section of the Website in certain countries and CGME and its affiliates disclaim all responsibility if any user of this section of the Website downloads any information from this section of the Website in breach of any German or European law or regulation.

LIABILITY FOR USE OF THIS SECTION OF THE WEBSITE

Access to this section of the Website is permitted on a temporary basis and CGME reserves the right to withdraw or amend the service it provides on this section of the Website without notice.

Information and opinions contained on this section of the Website have been compiled or arrived at by CGME from sources believed to be reliable. Any opinions attributed to CGME constitute its judgement as of the date of the relevant material and are subject to change without notice. CGME, any companies affiliated with CGME or any of their directors, officers, employees or other representatives do not accept any liability, express or implied, for the actuality, completeness or accuracy of the content of the information provided.

Subject to the following paragraph, neither CGME, nor any of the companies affiliated with CGME, nor any of their directors, officers, employees or other representatives shall be liable for any loss or damage of any kind (including consequential, indirect damages or loss of profits) arising out of or in connection with your access to, use of or reliance on any information contained in this section of the Website.

CGME will be liable – except in cases of bodily harm – only for wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit). Further CGME will be liable for the ordinary negligent breach (leichte Fahrlässigkeit) of fundamental obligations, limited to typically foreseeable damages.

You hereby agree not to raise any claims or undertake proceedings against us, irrespective of any existing claims against CGME, its respective members of the governing bodies (Organe), employees, and agents (Erfüllungs- und Verrichtungsgehilfen) of CGME or any companies affiliated with CGME. This will not apply in cases of bodily harm (Personenschäden) as well as in cases of wilful misconduct.

CONFLICTS OF INTEREST

CGME, any companies affiliated with CGME and their directors, officers, employees or clients (a “Citi Entity”) may have other commercial relationships with and access to information from the issuer(s) of securities, financial instruments or other interests identical or related to transactions entered into with investors.

A Citi Entity may perform various roles in relation to the Products and, as such, may have a conflict of interest which arises as a consequence of the role it performs in relation to the Products or as a consequence of its activities more generally. A Citi Entity may owe professional and fiduciary obligations to persons other than the holders of the Product. The interests of these other persons may differ from the interests of the holders of a Product and in such situations, the Citi Entity may take decisions which adversely affect such holders.

A Citi Entity may have or have had interests or long or short positions in any financial instruments underlying the Product or other financial instruments referred to on this section of the Website and may at any time make purchases and/or sales in them as principal or agent. In addition, CGME and/or its affiliates may act or have acted as market maker in respect of an underlying financial instrument or entered into an arrangement to hedge the market risk associated with such financial instrument.

CGME has a conflicts of interest policy which specifies the procedures that it follows and the measures that it has adopted in order to avoid such conflicts or to manage such conflicts in a way that ensures fair treatment for its clients.

LINKED SECTION OF THE WEBSITES

Where this section of the Website contains links to other sites and resources provided by third parties, these links are provided for your information only and do not constitute any form of advice or recommendation and – to the extent that links to other websites and sources provided by third parties link to information on other investment products – this cannot be treated as any form of intended direct or indirect marketing of such products in Germany. CGME has no control over the contents of those websites or resources and neither CGME nor any of its affiliates make any representation as to the accuracy or completeness of such websites or resources and have not and will not review or update them. Neither CGME nor any of its affiliates accept any responsibility for websites and resources provided by third parties or for any loss or damage that may arise from your use of them.

INTELLECTUAL PROPERTY RIGHTS

CGME is the owner or the licensee of all intellectual property rights in this section of the Website, and in the materials published on it. Those works are protected by laws and treaties around the world. All such rights are reserved. You may use the materials on this section of the Website and download and reproduce them in hard copy for your own reference only provided you retain and you do not alter all copyright and other proprietary notices. Such materials may not otherwise be reproduced, distributed, stored in a data retrieval system, linked to, modified or transmitted, in any form or by any means (electronic, mechanical, photocopying, recording or otherwise) without the prior written consent of CGME. Nothing on this section of the Website may be construed as granting any licence or right in relation to any of CGME’s proprietary rights such as trademarks or those of its affiliates or any third party.

YOUR PERSONAL DATA

We process and use personal data which you disclose to us while visiting our Website in accordance with the legal requirements set out for e-commerce.

Only personal data voluntarily provided through the contact form on the Website will be stored. We use your data solely for the specific purpose of the services provided. In general you can access our Website without providing personal data. You remain anonymous as an individual user.

However, you may have to register in order to use certain services, i.e. to access parts of this section of the Website or services offered by this section of the Website. This data is necessary in order to use the services provided on the Website. Additional data may be provided on a voluntary basis. In case you register for a certain service and provide personal data, we will only use that data to the extent necessary to perform the service.

In addition, further data might be necessary - this refers in particular to identifiers (Kennungen), email-addresses, PINs and passwords. In these cases, only data that is necessary for granting access will be collected. Such data is required for identification or authentication processes and further use of the respective sections of the Website.

In case you require a password, you must safeguard your password at all times to prevent unauthorised access.

When you provide personal data or sensitive personal data while accessing the section of the Website and/or while using the section of the Website’s functionality (“Personal Information”), you agree that CGME and its affiliates may use Personal Information to inform you about products and services which may be of interest to you.

In connection with accessing our Website, data is stored to our servers for security purposes which could be used for identification purposes (i.e. IP-address, date, time and pages visited). We may use the anonymised data for statistical processing. However, there is no individual data related analysis.

To the extent you provide personal data such as your address, email, phone and fax number etc., please note that such data is subject to our strict security and confidentiality standards. In the event you sign up for our newsletter, please note that your data will be forwarded to the company

MEME Germany GmbH
Dachauer Straße 63
80335 München

within the framework of a data processing agreement in accordance with the legal provisions.

MEME Germany GmbH as company hereby submits entirely to the legal requirements as well as instructions provided by CGME. Data will not be disclosed to other third parties unless we are legally required to do so.

Upon your request we will provide to you in writing, and in accordance with the legal provisions, information as to where and what personal data of yours is stored. In the event your stored data is incorrect, please do not hesitate to contact us. We will correct the data promptly. You may at any time withdraw your consent to the collection, processing and usage of your personal data with future effect. Your data will then be blocked or deleted; except for bank related data which are necessary for account management for example.

For questions concerning the processing of data, generally related to data protection or in case for complains, please contact our data privacy officer:

Kurt Küpper
Datenschutzbeauftragter der Citigroup Global Markets Europe AG (Data Privacy Officer of CGME)
E-Mail: Data.Privacy.Office.Germany@citi.com

AMENDMENTS TO THESE TERMS

CGME may change these Terms at any time by amending this page. You are expected to check this page from time to time to take notice of any changes CGME makes, as these are binding on you.

If any provision of these Terms is held by any court or competent authority to be illegal, void, invalid or unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remainder of these Terms in that jurisdiction shall not be affected, and the legality, validity and enforceability of the whole of these Terms in any other jurisdiction shall not be affected.

ADDITIONAL TERMS

These Terms set out the terms on which you may make use of this section of the Website and apply to every page of this section of the Website, whether or not these Terms appear on each individual page. Your use of certain sections of this section of the Website may be subject to separate or additional terms and conditions. By accessing such pages, you agree to be bound by those separate or additional terms and conditions. In the event of any conflict, those separate or additional terms and conditions will govern your use of those sections or pages of this section of the Website.

DISTRIBUTION TERMS

By engaging in any activities relating to the marketing and distribution of any of the products featured on this section of the Website, you will be deemed to have agreed and accepted our standard form of distribution terms, which is available at the following website: www.citifirst.com/distribution terms

LAW AND VARIATION

These Terms and any non-contractual obligations arising from or connected with them are governed by German law and these Terms shall be construed in accordance with German law. German courts will have non-exclusive jurisdiction over any dispute arising from, or related to, use of this section of the Website.

ABOUT CITIGROUP GLOBAL MARKETS EUROPE AG

CGME is registered with the local court in Frankfurt am Main, Germany with registration number HRB 88301 and has its registered office at Reuterweg 16, 60323 Frankfurt am Main. CGME’s German VAT number is DE811285276. CGME is licensed by BaFin (Bundesanstalt für Finanzdienstleistungsaufsicht, Graurheindorfer Straße 108, 53117 Bonn and Marie-Curie-Straße 24-28, 60439 Frankfurt am Main). CGME is supervised by BaFin and EZB (Europäische Zentralbank, Sonnemannstraße 20, 60314 Frankfurt am Main).

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