Optimiser II (Series 2005-05)

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Optimiser II is a three year A$ denominated market linked investment issued by Citigroup that offers the opportunity for capital growth linked to the Best Performing Investment Profile, along with the safety of 100% capital protection when held to maturity*.

The Optimiser II is linked to the performance of three (3) multi-asset Investment Profiles, each of which has a specific allocation to Equities, Bonds/Currencies and Commodities. The Optimiser II also pays an annual coupon of 1.0% per annum* based on the Issue price (the Coupon).

Key Features

Coupon of 1.0% per annum**
Diversified exposure to global markets including equities, bonds/currencies and commodities
100% capital guaranteed at maturity*
Minimum investment of only A$5,000
Potential for capital growth
A medium-term market linked investment
No entry, exit, management or brokerage fees payable on investments held until the Maturity Date

*This capital protection only applies to investments held until the Maturity Date and provided no Early Maturity Events occur. Capital protection is also subject to the creditworthiness of the Issuer; please refer to the PDS for further details.

**The Coupon of 1.0% p.a. is based on the Issue Price and payable annually in arrears.

Offer Summary

Series

Optimiser II (Series 2005-05)

Issuer

Citigroup Global Markets Australia Pty Limited ("Citigroup “ or " Issuer ")

Asset Classes and Reference Assets

Equities	Bonds/Currencies	Commodities
1.EURO STOXX 50	1. Citigroup World Government Bond Index	1. Aluminium
2. Hang Seng	1. Citigroup World Government Bond Index	2. Copper
3. Nikkei 225	2. Australian Dollar Exchange Rate	3. Natural Gas
4. S&P 500	2. Australian Dollar Exchange Rate	4. Crude Oil

Offer Closes

14 December at 5.00pm

Issue Date

8 December 2005

Maturity Date

8 December 2008

Term of Investment

3 years

Denomination

Australian Dollars

Issue Price

A$1.00 per Unit

Minimum Investment Amount

A$5000 and in multiples of A$1,000 above that amount

Capital Protection

The value of each unit on the Maturity Date will be at least equal to the Issue Price* (refer to Capital Protection and Early Maturity contained in section 1 for further details)

Coupon

1.0% per annum based on the Issue Price**

Investment Profiles and Asset Allocations

The allocations to each Asset Class within the 3 muliti-asset Investment Profiles are:

Equities-biased = 60% Equities + 20% Bonds/Currencies + 20% Commodities

Balanced = 1/3 Equities + 1/3 Bonds/Currencies + 1/3 Commodities

Commodities-biased = 20% Equities + 20% Bonds/Currencies + 60% Commodities

Best Performing Investment Profile

The Investment Profile with the highest Investment Profile Return on the Maturity Date

Participation Rate

Expected to range between 70% and 100%, the minimum Participation Rate will be 70%*** (refer to what factors affect the Participation Rate contained in section 1 for further details)

Final Return

The Final Return on the Maturity Date will be the greater of:

(a) Zero; and

(b) The Best Performing Investment Profile Return x Participation Rate

Delivery Asset

Units in the StreetTRACKS® Fund

Fees and Commissions

Upfront fee - an upfront fee of up to 2.00% (including GST) of the Investment Amount.

Trailing fee – a trailing fee of up to 0.33% per annum (including GST) based on the Investment Amount, payable annually in arrears, on the anniversary of the Issue Date, conditional on the investor continuing to hold the Optimiser.

These fees will be paid by Citigroup at no additional cost to investors. Citigroup may also pay advisers, out of its own funds, an additional volume based upfront fee of up to 0.50% (including GST) of the Investment Amount.

*The capital protection only applies to investments held until the Maturity Date and provided that no Early Maturity Events occur. Capital protection is also subject to the credit worthiness of the Issuer. Please refer to the Paragraph headed “Capital Protection” contained in section 1 of the PDS dated 14 October 2005.

**The Coupon of 1.0% p.a is based on the Issue Price and payable annually in arrears.

***The participation Rate is indicative only. The actual level of the Participation Rate will be fixed on the Issue Date and is expected to range between 70% and 100% (the minimum will be 70%). Please refer to the section “What Factors Affect the Participation Rate?” contained in section 1 of the PDS dated 14 October 2005 for further details.

Investment Profile

Time Horizon - Years	1 or Less	2	3	4	5
Risk	Very Low	Low	Moderate	High	Very High
Investment Objective	Full Protection	Partial Protection	No Protection	Income	Growth

Investment Objectives

You Seek

You can accept

Diversified exposure to global markets including equities, bonds/currencies and commodities
100% capital protection at Maturity*
Potential for capital growth
Coupon of 1.0% p.a.**
A medium-term market-linked investment
No entry, exit, management or brokerage fees payable on investments held until the Maturity Date.

A holding period of 3 years
The possibility of losing part of the initial Investment Amount if the Optimiser is not held to Maturity
The risks associated with investing in equities, bonds/currencies and commodities
The risks associated with investing in medium-term financial products
The possibility that returns could be less than the return you could earn on other investments including the actual return on the Reference Assets

Risk Factors

There are a number of risks associated with the Optimiser II and investments in equity markets generally. Full details of the risk factors can be found in section 5 of the Product Disclosure Statement. Some of the key risks include:

Early Maturity Risk
General Market Risk
Event Risk
Performance of Obligations by the Issuer
Liquidity Risk
Exercise of Discretion by the Issuer
Tax Risk
Factors affecting the Reference Assets
Interest Rates
No Proprietary Interest in the Reference Assets
Investment Decisions
Performance of the Optimiser is likely to be different to be different to the performance of the Reference Assets
Capital protection
Potential Conflicts of Interest

Download

Acceptance of the offer of Optimiser II can only be made in, or accompanied by a copy of the Product Disclosure Statement ("PDS") issued by Citigroup Global Markets Australia Pty Limited (ABN 64 003 114 832 and AFSL No. 240992, a Participant of the ASX Group and a Participant of the Sydney Futures Exchange Limited) and dated 14 October 2005. The PDS is available by calling 1300 308 982. This Site is provided for information purposes only and is not an offer, solicitation, recommendation or advice to buy or sell Optimiser II. Investors should consider the PDS in deciding whether to acquire Optimiser II and should seek advice from a professional adviser based on their own individual circumstances before making a decision to invest. Neither Citigroup Global Markets Australia Pty Limited nor any Citigroup entity (collectively "Citigroup") make any representation or warranty, express or implied, regarding the likely investment returns or the performance of the Optimiser II; or the suitability of Optimiser II for any investor or for the accuracy, completeness or adequacy of information contained herein. Therefore no liability to any party is accepted by Citigroup in connection with any of the above matters. Citigroup and the Umbrella Device logo are service marks of Citicorp or its affiliates used and registered throughout the world.