Equity First : Financial Investments Reflecting Strategic Thinking

Asian Income Plus - Yield Income Enhanced Listed Deferred Securities 3 (YIELDS3)

Offer Summary
Series	YIELDS3 - Yield Income Enhanced Listed Deferred Securities 3 (Units are not units in a managed investment scheme)
Issuer	Citigroup Global Markets Australia Pty Limited ("Issuer" or Citigroup")
Guarantor	Citigroup Inc. (Moody's Aa1 and S&P AA-)
Issue Price	AUD 10.00 per Unit
Minimum Investment Amount	AUD 5,000 and in multiples of AUD 1,000 above that amount
Issue Date	2 August 2005
Maturity Date	2 August 2011
Term of Investment	6 Years
Denomination	Australian Dollars (AUD)
Income Strategy	The Asian Income Plus Trading Strategy III (the "Strategy") is a proprietary trading model that seeks to generate income and capital growth by providing exposure to 30 ordinary shares that comprise the Reference Index^#
Target Coupon	Target Coupon of 12% per annum based on the initial allocation to the Strategy and payable quarterly in arrears^**
Initial Allocation within the Dynamic Portfolio	Expected to be 100% allocated (net of the upfront fee) to the Strategy on the Issue Date
Reference Index	MSCI AC Asia Index
Dynamic Portfolio	YIELDS3 are linked to the performance of the Dynamic Portfolio which is designed to replicate an investment strategy that allocated investment exposure between the Strategy and a notional Bond Portfolio
Dynamic Portfolio Value	The value calculated by reference to the Dynamic Portfolio as at the Maturity Date
Capital Protection Value	Investors are guaranteed by the Issuer that the value of each YIELDS3 Unit will be at least equal to the Issue Price on the Maturity Date^{^}
Final Value per Unit	The Final Value on the Maturity Date will be the greater of the: (a) Capital Protection Value; or (b) Dynamic Portfolio Value
Delivery Asset	One or more of the shares that comprise the Reference Index
Listing	The Issuer has applied for the official quotation of YIELDS3 to enable trading on the ASX
ASX code	YLDSO3

This is a summary only of the key terms of YIELDS3. The actual Terms are contained in section 9 of this PDS. Investors should read and understand those Terms before making a decision to invest.

^ The capital guarantee only applies to YIELDS3 held until the Maturity Date and provided that no Early Maturity Events occur. The capital guarantee is also subject to the credit worthiness of the Guarantor (refer to "Risk factors" contained in section 5 of this PDS).
** Target Coupon is indicative only and is not guaranteed, the actual Coupon will vary and can be equal to 0%. The target Coupon of 12% is based on the indicative allocation of 100% (net of the upfront fee) to the Strategy, which aims to generate a target level of 12% income per annum (net of the Strategy Adjustment Factor) over time. The target level of 12% income per annum is a target income figure and not a target total return figure, the level of income generated at the Strategy level each year is not guaranteed and the actual level could be lower than the target if dividends and/or bids for short-term options fall. # The Asian Income Plus Trading Strategy III is a set of pre-determined trading rules designed to simulate an actual investment in the 30 Selected Stocks and a systematic, quarterly call-overwriting program over those stocks. The Strategy performance will be calculated as if the stock dealing and call overwriting prescribed by the Strategy had been executed. However, the Strategy Sponsor may not execute actual stock trades or write actual covered call options in order to hedge any instruments linked to the Strategy.