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AGM 2020

Apr 21, 2020

Operator

Good day, and welcome to the Citigroup Inc. Annual Meeting of Stockholders. I would now like to turn the conference call over to Mr. John Dugan. The floor is yours, sir.

John Dugan
Chairman, Citigroup

Good morning, ladies and gentlemen. My name is John Dugan. I am the chair of the board of directors of Citigroup. We're pleased that you have joined us virtually at Citi's 2020 annual meeting. Given our concerns about the health of our stockholders, directors, officers, and employees, Citi thought the safest approach was to host our annual meeting as a virtual meeting this year. We appreciate all of you joining us virtually. Joining me by phone is Mike Corbat, CEO of Citigroup. On behalf of the rest of the board of directors, we are very pleased to welcome you to the 2020 annual meeting of stockholders. I will serve as chair of today's meeting, and Rohan Weerasinghe, our General Counsel and Corporate Secretary, who is also joining me by phone, will act as the secretary of the meeting.

At this time, I would like to introduce the members of our board of directors who will be standing for re-election and are joining us virtually at today's annual meeting. Their backgrounds and qualifications are described in detail in the proxy statement you received for today's meeting. In addition to Mike and me, our current directors standing for election are Ellen Costello, Grace Dailey, Barbara Desoer, Duncan Hennes, Peter Henry, Leslie Ireland, Jay Jacobs, Renée James, Gary Reiner, Diana Taylor, James Turley, Deborah Wright, Alexander Wynaendts, and Ernesto Zedillo. We are also joined by phone today by KPMG, our independent auditors. They are available to respond to questions from stockholders. Mr. Weerasinghe.

Rohan Weerasinghe
General Counsel and Corporate Secretary, Citigroup

Thank you, Mr. Dugan. I am pleased to report that all legal formalities for this meeting have been met and a quorum is present. Citi has appointed Michael Barbera from First Coast Results to act as Inspector of Election. Mr. Barbera is joining us virtually today and took the oath of Inspector of Election earlier today. I would like to remind you that today's presentation may contain forward-looking statements, which are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results and other financial conditions may differ materially from these statements due to a variety of factors, including those in our SEC filing, including, without limitation, the risk factors section of our 2019 Form 10-K. For a reconciliation of non-GAAP financial measures to reported results, please see Citi's fourth quarter 2019 earnings review and Citi's 2019 Form 10-K.

These documents are available on Citi's investor relations website. At this time, I would like to review for the stockholders the agenda for today's meeting and the procedure for submitting questions. An agenda and the rules of procedure for this meeting is available on the annual meeting web portal at the bottom right-hand corner of the screen. On the left side of the screen is the question box. Stockholders can enter questions at any point during the meeting. When you are entering your question, please remember to include your name with the question. Please direct your question to the chair or the CEO. We will read the question aloud, and then Mr. Dugan and/or Mr. Corbat will answer them. If your question does not relate to a specific proposal, we will hold it until the general Q&A session at the end of the meeting.

If we receive similar questions, we may combine them into a single question. We will begin by having our CEO, Mike Corbat, give the State of Citi presentation. After the presentation from the CEO, we will turn to the business portion of the meeting, the proposals to be considered. The proxy statement you received for today's meeting describes seven matters to be voted on. As described in the agenda for today's meeting, we will begin with the presentation of the four management proposals. We will introduce all of them at once. We will respond to questions about any of the four management proposals brought before the meeting. After we conclude the discussion of the management proposal, we will discuss the stockholder proposal. Each stockholder proponent will have two to three minutes to present his or her proposal.

We will respond to the questions from the web portal after each one is presented. After the presentation of proposals, we will close the poll. While the votes are being counted, we will respond to any general questions about the company. After the Q&A session, I will report on the vote, and the meeting will be adjourned. In accordance with the procedures for this meeting, recording these proceedings is prohibited. If we encounter any technical difficulties and we are unable to proceed with the meeting, please be advised that the notice of the meeting has been properly served. A quorum is present. All proposals will be deemed to be properly presented before the meeting, and the meeting will be adjourned. Please review the annual meeting procedures on the web portal for voting instructions if the meeting is adjourned due to technical reasons. Thank you, Mr. Dugan.

John Dugan
Chairman, Citigroup

Thank you, Mr. Weerasinghe. Our CEO, Mike Corbat, will now give a presentation on the State of Citi. Mike?

Mike Corbat
CEO, Citigroup

Thank you, Mr. Chair. Good morning, good afternoon, and good evening to all my fellow shareholders attending remotely from locations around the world. As John observed earlier, the health and safety of our shareholders, directors, officers, and colleagues are our highest priority. That made a virtual annual meeting clearly the right approach. While we made that decision under extenuating circumstances, this is just one of the many actions we're taking in response to the spread of the virus that has had a velocity and a viciousness not seen in generations. As I've noted since the crisis began, we're not facing a financial crisis, but a public health crisis with severe economic ramifications.

In terms of Citi, the hard work we've put in over the past several years towards our goal of being an indisputably strong and stable institution has put us in very good position from a capital, liquidity, and balance sheet perspective to get through this. We have the resources we need to serve our clients without jeopardizing our safety and soundness, and our investments in risk management and controls, while never complete, are serving us well in the face of a severe economic downturn and the accompanying market volatility. With that said, and keeping in mind that 2019 feels like a long time ago, I'm now going to briefly recap last year's performance and tell you in more detail how we've responded to COVID-19. In 2019, Citi delivered its most profitable year since 2006.

Our results were driven by revenue growth and disciplined expense management, even as we continued to make significant investments in our franchise, including in our technology infrastructure and controls. In our global consumer bank, we drove 4% annual underlying revenue growth with contributions from all three of our regions, the U.S., Mexico, and Asia. In our largest consumer market, the U.S., we affirmed the soundness of our strategy of unifying Branded Cards and retail banking by driving 8% growth in Branded Cards and attracting $6 billion in digital deposit sales, 5x our volume in 2018. Our Institutional Clients Group also had a good year, generating 4% underlying revenue growth. Our banking, capital markets, and advisory team gained share across M&A in both the equity and debt capital markets.

Treasury and Trade Solutions maintained its industry-leading position as our clients' first call to manage cash, process payments, and create solutions to supply chain challenges across markets and currencies. For the fourth year in a row, Markets and Securities Services ranked number one in the Greenwich Associates Global Fixed Income Dealer Rankings, and our Private Bank saw strong growth across products and geographies. In total, we produced $19.4 billion of net income, earned on $74.3 billion in revenue, $1.4 billion higher than in 2018. Our earnings per share of $8.04 were up over 20% year-over-year. Our return on tangible common equity was 12.1%, just above our 12% target, and 120 basis points higher than the year before. We also returned $22.3 billion of capital to you through buybacks and dividends.

In the first quarter of 2020, while we sustained momentum in many of our products, the impacts of COVID-19 lowered our net income significantly. Last Wednesday, we reported earnings of $2.5 billion for the first quarter. The $20.7 billion in revenue was 12% higher than a year ago. We kept our expenses roughly flat year-over-year and had a 27% improvement in our operating margin compared to the prior year period. Our lower net income was driven by increased cost of credit due to the deteriorating economic outlook, combined with the impact of the new CECL accounting standard. In our Institutional Clients Group, performance varied among different businesses. We had a strong performance in markets and Citi Private Bank as we supported our clients through turbulent conditions. TTS had lower revenues due to rate reductions despite strong client engagement. In our Global Consumer Bank, revenues grew 2% across the board.

In the U.S., first quarter revenues of $5.2 billion were up 4% over last year. Branded Cards revenues rose 7%, reflecting strong client engagement through February, with, not surprisingly, a significant drop off after then. Internationally, Asia revenues reflected the fact that COVID-19 was first to hit that part of the world, while in Mexico and Latin America, the likely worst impacts are still to come. The revenue performance for the quarter was solid as the economic impact of COVID-19 didn't emerge until late in the quarter. Over the past weeks, it's become clear that our clients, colleagues, and communities are collectively confronting a grave crisis that has sparked a sudden and severe economic downturn.

As a company, we're doing everything we can to support our economies around the world and serve as a critical catalyst for economic activity. A global financial institution like ours has an important role to play as a transmission mechanism for policymakers, both fiscal and monetary, which they can use in the economy. To support our consumer clients, we were one of the first banks to announce assistance measures for impacted consumers and small business in the U.S., where we're waiving monthly service fees and penalties for early CD withdrawal for eligible retail banking and small business clients and providing after-hours and weekend support. While we aren't a large lender to small business, we launched a new digital platform and will be able to resume accepting applications for the Small Business Administration's Paycheck Protection Program when additional funding is authorized.

For our institutional clients, we're creating new payments, supply chain, liquidity optimization, and trade finance solutions for clients whose needs are unusually urgent at present. We're advising on complex M&A transactions, IPOs, rights offerings, and have helped clients issue a record volume of debt under volatile market conditions. We're booking loans, opening accounts, and onboarding clients digitally, and we've been working long hours in the secondary markets, helping issuers and investors alike. The crisis is accelerating the broad shift to digital engagement that had already been transforming our industry. From putting letters of credit on blockchain to digitally onboarding clients and conducting roadshows virtually, we're trying to rip up what few paper processes we have left. Those who hadn't done much with us online are securely engaging with us digitally.

For example, in our U.S. consumer businesses, mobile adoption was up 13% year-over-year, and hopefully, these behavioral shifts will endure after this tragic situation subsides. For colleagues, our guiding principle has been to keep on-site only those who cannot possibly do their jobs remotely. In areas with high community transmission, virtually all of our traders are off the floor. On the consumer side, we've temporarily closed a number of branches and reduced hours with the objective of minimizing the amount of time our staff need to be supporting and protecting our clients. We want to do everything we can to protect the health of our colleagues and their families. During this crisis, my Citi colleagues have repeatedly demonstrated why they are our most valuable asset, and many of them are going through the same struggles our customers are.

That's why for some 75,000 of our staff, we have distributed a special compensation award in cash to help alleviate some of the stress resulting from the current situation. To support our communities, we're proud to announce to date, Citi has committed over $65 million to COVID-19 related relief efforts around the world. That amount includes nearly $36 million in charitable contributions and nearly $30 million in philanthropic support from the Citi Foundation. Every day, my Citi colleagues are thinking of new ways to help. We have donated unused personal protective equipment from our on-site clinics to healthcare workers. At our headquarters in Lower Manhattan, we have repurposed our cafeteria to make meals for local food banks at the pace of 1,000 a day. Yesterday, we launched a new employee donation campaign called Double the Good.

For every dollar donated by a Citi employee to an organization of their choice in support of COVID-19, Citi will donate $1 to one of four organizations selected by each of Citi's regions. Over the past months, we have demonstrated the character of our firm by showing compassion for each other, supporting our communities, and continually finding new ways to help those in need. We've acted decisively and urgently to address the crisis' most immediate impacts, but also with discipline about running our firm for the long term. I couldn't be prouder of my 200,000 colleagues who have responded to an extraordinary situation in a truly extraordinary manner. They're ensuring that we'll emerge stronger from this crisis than we entered it. Thank you for this opportunity to share these thoughts with you today.

John Dugan
Chairman, Citigroup

Thank you, Mike. We will now turn to the business to be conducted at today's meeting. Mr. Weerasinghe?

Rohan Weerasinghe
General Counsel and Corporate Secretary, Citigroup

Thank you, Mr. Dugan. If you wish to ask a question about the matters we're about to discuss, please enter your questions into the web portal as I described earlier. We understand that some of you may have concerns about your personal financial business, such as a problem with a mortgage or a credit card. In order to assist you, please submit your contact information in the question box on the web portal with a short description of the issue, and we will have one of our customer service team representatives contact you to address your concern. I declare that the polls are now open. The polls will remain open until the end of the discussion of the last proposal before the meeting, unless they are closed earlier.

Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their votes do not need to take any further action. Mr. Dugan?

John Dugan
Chairman, Citigroup

We will now turn to the management proposals for consideration by stockholders. They are Proposal 1, the election of directors, Proposal 2, the ratification of auditors, Proposal 3, approval of Citi's 2019 executive compensation, and Proposal 4, approval of additional authorized shares under the Citigroup 2019 Stock Incentive Plan. All of these proposals are deemed to be properly before the meeting. The board recommends that stockholders vote in favor of the management proposals for the reasons stated in the proxy statement. If you have any questions or comments regarding any of the four management proposals, please enter your questions into the web portal.

Shelley Dropkin
Deputy Corporate Secretary and General Counsel, Corporate Governance, Citigroup

Mr. Dugan, we have a question. Are all directors present at this meeting?

John Dugan
Chairman, Citigroup

Yes, they are.

Shelley Dropkin
Deputy Corporate Secretary and General Counsel, Corporate Governance, Citigroup

We have no other questions related to the four management proposals.

John Dugan
Chairman, Citigroup

In order to be sure we have time to discuss the stockholder proposals, we will end the discussion of the management proposals now. We will respond to general questions about the company during the general Q&A session later in the meeting. We will now have the presentations of the stockholder proposals to be voted upon at today's meeting. I will call on the proponent of each stockholder proposal to make a statement. We begin with a stockholder proposal requesting an amendment to Citi's proxy access bylaw provisions pertaining to the aggregation limit. Operator, is John Chevedden on the line?

Speaker 8

This is John Chevedden. Can you hear me okay?

John Dugan
Chairman, Citigroup

Yes, I can hear you.

Speaker 8

This is Proposal 5, make shareholder proxy access more accessible to shareholders. Shareholders request that our board of directors take the steps necessary to enable as many shareholders as may be needed to combine their shares to equal 3% of our stock owned continuously for three years in order to qualify to nominate shareholder-sponsored director candidates using the existing shareholder proxy access process. Proxy access for shareholders enables shareholders to put their own director candidates on the company ballot to see if they can be elected. A competitive election is good for everyone. This proposal can help ensure that our management will nominate directors with better qualifications in order to avoid giving shareholders a reason to exercise their right to nominate directors by using shareholder proxy access.

Under our current restricted proxy access process with a 20 shareholder limit, if 20 shareholders combined hold $5 billion of Citigroup stock and are then $1 short in owning 3% of Citigroup stock, they are totally disqualified. The 2019 annual meeting proxy said that Citigroup has mainstream proxy access. Thus, it appears that Citigroup has no goal to excel in its corporate governance as long as it merely lives up to a mainstream bar. The sheer size of Citigroup calls for more than 20 proxy access participants. The largest shareholders of Citigroup can be the least likely shareholders to use shareholder proxy access. It can be more complicated for large shareholders to use shareholder proxy access. There is a growing awareness of this reality.

Under this proposal, it is likely that the number of shareholders who participate in the proxy access director nomination process would still be a modest number due to the administrative burden on shareholders to qualify. Plus, it is quick and easy for management to reject proxy access applications. The administrative burden on shareholders through the dense Citigroup rules on shareholder proxy access leads to a number of minor disqualifying errors by shareholders that management can easily detect. CEO pay was $20 billion in 2018, yet the 2019 Citigroup annual meeting proxy in effect said that it is important to pinch pennies on important shareholder rights matters like shareholder proxy access. Please vote yes. Make shareholder proxy access more accessible to shareholders, Proposal 5.

John Dugan
Chairman, Citigroup

The board of directors recommends that stockholders vote against this proposal for the reasons stated in the proxy statement. Shelley, are there any questions on this proposal?

Shelley Dropkin
Deputy Corporate Secretary and General Counsel, Corporate Governance, Citigroup

There are no questions on this proposal, Mr. Dugan.

John Dugan
Chairman, Citigroup

Okay. The next item is a stockholder proposal requesting that the board review Citi's governance documents and make recommendations to shareholders on how the purpose of a corporation signed by Citi's CEO can be fully implemented. Operator, is John Harrington on the line?

Operator

Yes, sir. That line is now open.

Speaker 8

Thank you very much, Mr. Chairman. Mr. Dugan, can you hear me okay?

John Dugan
Chairman, Citigroup

I sure can. Please proceed.

Speaker 8

Great. The statement of the purpose of the corporation signed by our CEO in August of last year was vague, unclear in its purpose, ambiguous in its application, and possibly conflicting with Delaware law and traditional shareholder primacy. This statement was also disingenuous because like other public relations announcements, it was not based upon any policy adopted by our company's fiduciaries disclosed in our governance documents. All that appears in the Citigroup articles of incorporation is simply to engage in any lawful activity pursuant to Delaware law. For example, what does this statement mean in relation to our nation's greatest crisis, COVID-19 pandemic? Shareholders are not asking for a statement that appears meaningless and provides no guidance. We are demanding leadership from our board of directors as fiduciaries on what our corporation is going to do for our company's fight for survival.

For example, Citigroup should, for our stakeholders, monetarily commit to all employees for a livable wage and full healthcare, working or furloughed. Halt check ordering and excessive overdraft fees for the unemployed, and Halt turning over customer information to ChexSystems which can destroy a person's credit up to five years. No bonuses for executives, no stock buybacks, and we should not provide dividends to shareholders during this crisis. We should not continue to utilize tax havens and shelters offshore, including state and local government tax expenditures to avoid paying our fair share of taxes needed to fight this pandemic. We should not continue to expend company funds for lobbying and political campaigns. Alternatively, we should focus Citibank's attention on funding nonprofits to provide food, medicine, and human services, including housing assistance to the unemployed. Mr. Chairman, I think we've made a good start with the $65 million.

Citigroup, in addition to being bailed out by the federal government in the last great recession, paid over $25 billion in penalties for an array of violations. This bank, also in the last four years, responding to the multigenerational existential threat of climate change, responded by funding fossil fuel industry to the tune of over $187 billion. How is this consistent with the statement's pledge to, quote, "Protect the environment by embracing sustainable practices across our businesses." Over 22 million Americans have lost their jobs. One half of U.S. households have no emergency savings. These Americans are our customers, our depositors, holders of Citi credit cards, and small business owners. This bank will be judged not on what it says in statements about our shareholders and stakeholders, but what it does for all Americans as stakeholders. Thank you very much.

John Dugan
Chairman, Citigroup

Thank you very much. The board of directors recommends that stockholders vote against this proposal for the reasons stated in the proxy statement. Shelley, are there any questions on this proposal?

Shelley Dropkin
Deputy Corporate Secretary and General Counsel, Corporate Governance, Citigroup

Mr. Dugan, there are no questions on this proposal.

John Dugan
Chairman, Citigroup

Okay. The next item is a stockholder proposal requesting a report disclosing information regarding Citi's lobbying policies and activities. Operator, is Alexis Iwanisziw on the line?

Operator

Yes, sir. The line is now open.

Alexis Iwanisziw
SVP, Policy and Communications, Inclusiv

Good morning, Citi shareholders, Mr. Corbat, and board members. My name is Alexis Iwanisziw, and I'm presenting Proposal Number 7 on behalf of New Economy Project, a New York City-based organization that works with community groups to build an economy that works for all. With co-filers, the School Sisters of Notre Dame Cooperative Investment Fund based in Connecticut, and LGPS Central Limited and Greater Manchester Pension Fund, both based in the U.K. Our groups call on Citi to fully disclose its lobbying spending at the federal, state, and local levels by producing a report that makes public, one, Citi's policies and procedures governing lobbying, including direct lobbying by the bank and indirect lobbying through trade associations. Two, payments made for direct and indirect lobbying, as well as grassroots lobbying communications. Three, a description of management's and the board's decision-making process and oversight of Citi's lobbying spending.

Management's response to our proposal claims that Citi's lobbying disclosures are adequate. Management's response is incorrect, however. The bank does not fully disclose its lobbying spending, particularly on indirect lobbying through trade associations, which presents reputational risks that can harm long-term shareholder value. Citi's indirect lobbying spending directly undermines the bank's public policy positions on pressing issues, including the COVID-19 pandemic, as discussed at today's meeting, and climate change. Citi's relationship with the U.S. Chamber of Commerce is a clear illustration of the risks of the bank's inadequate indirect lobbying spending disclosures. Citi discloses that it is a member of the U.S. Chamber of Commerce, but does not disclose how much it pays in dues to the Chamber, nor what portion of Citi's payments to the Chamber are used to support lobbying. The Chamber spent more than $1.5 billion on lobbying since 1998.

The Chamber has not only spent decades advancing a dangerous anti-science climate agenda. It has more recently lobbied against the federal government's use of the Defense Production Act to address the global coronavirus pandemic. The Chamber lobbied extensively on behalf of its members to oppose policies that would have enabled the federal government to accelerate the production of urgently needed tests, ventilators, and other medical supplies and personal protective equipment. The Chamber's lobbying on these issues directly contradicts Citi's public commitments regarding the coronavirus pandemic and the existential threat of climate change. These crises are critical matters of racial and economic justice as people in communities of color in the U.S. are being disproportionately harmed by the COVID-19 pandemic as we speak, and frontline communities around the world are experiencing severe displacement and other impacts of climate change.

The disconnect between Citi's stated policy positions in support of strong responses to these crises on the one hand, and its indirect lobbying spending on the other, poses significant reputational risks. Citi's funding of lobbying that runs counter to its stated positions on such crucial matters of policy implicates Citi in the trade association's dangerous lobbying. Similarly, Citi has not lived up to its commitment to follow Global Reporting Initiative sustainability reporting standards. GRI specifically calls on companies to disclose any differences between their policy positions and those of their trade associations, so that all shareholders are clear about any differences between them. Citi does not adhere to this reporting standard, even though it is a signatory to the Global Reporting Initiative. Citi has highlighted its efforts to move the Chamber's position on climate change.

Despite its claimed success pressing the Chamber to make long-overdue updates to its anti-science climate platform, Citi's efforts to change its trade association's lobbying positions on an issue-by-issue basis are no substitute for board and shareholder oversight of its indirect lobbying activities and spending, as the Chamber's recent obstruction of an effective coronavirus response makes clear. In short, Citi's current policies on lobbying spending disclosure, combined with the significant differences between Citi's stated commitments on critical issues like climate change and COVID-19, and the policy positions taken by trade associations, first result in disproportionate harm to frontline communities, namely people in communities of color, and second, risk shareholder value as they lay bare the disconnect between Citi's positions and its behind-the-scenes funding of trade association lobbying. We urge shareholders to support our proposal, and we call on Citi to commit to full transparency in its lobbying disclosures. Thank you.

John Dugan
Chairman, Citigroup

Thank you very much. The board of directors recommends that stockholders vote against this proposal for the reasons stated in the proxy statement. Are there questions, Shelley, about this proposal?

Shelley Dropkin
Deputy Corporate Secretary and General Counsel, Corporate Governance, Citigroup

Yes, Mr. Dugan, there are. The first one is, as a co-filer of shareholder Proposal 7, we want to point out that the expectations we express regarding lobbying oversight, alignment, and transparency are in line with global best practice. We regularly communicate the same expectations to companies across markets and sectors.

John Dugan
Chairman, Citigroup

That sounds more like a comment than a question. Is there another question?

Shelley Dropkin
Deputy Corporate Secretary and General Counsel, Corporate Governance, Citigroup

Yes, there is. The next question is: does Citi support the U.S. Chamber in restricting shareholder proposals?

John Dugan
Chairman, Citigroup

Citi While we belong to the Chamber of Commerce and get many valuable benefits from it, we don't necessarily agree with every position that the Chamber takes. Just as true of all the trade associations we support. We make a judgment about what are the positives that we get from a particular trade association, what are the benefits, and we judge whether that offsets any areas where we may disagree with them. As we have indicated previously, there are some areas where we do disagree with the Chamber. That doesn't mean that just because we belong to the Chamber of Commerce that we support each and every one of their proposals, because we do not.

Shelley Dropkin
Deputy Corporate Secretary and General Counsel, Corporate Governance, Citigroup

You have explained that more information on your engagement with trade associations on the issues of climate change and sustainability will be included in the company's annual citizenship report.

John Dugan
Chairman, Citigroup

Yes, that is true.

Shelley Dropkin
Deputy Corporate Secretary and General Counsel, Corporate Governance, Citigroup

There's a comment that says, "We will very much welcome this," which I believe is a follow-on to that. There's a question: Would you consider making this engagement information available on a standalone, easily accessible basis and as part of a broader lobbying activity assessment? Let me just continue. I believe this goes together. In our view, that is the level of transparency and availability of information in one place and easily accessible, expected if you aspire for best practice.

John Dugan
Chairman, Citigroup

Yes. Happy to consider anything, although I believe that our disclosure is quite robust as it relates to the trade associations that we belong to and what our policies are generally.

Shelley Dropkin
Deputy Corporate Secretary and General Counsel, Corporate Governance, Citigroup

There are no other questions related to Proposal 7 .

John Dugan
Chairman, Citigroup

Okay. That includes the part of the meeting discussing the shareholder proposals. If you have not done so already, please vote now on the portal. I will pause for a minute just to give people a bit of time to vote if they have not done so and wish to do so. Okay. In order to be sure we have enough time for the Q&A session, I now declare the polls closed. While the votes are being counted, we will respond to questions about the company. Please adhere to the guidelines for questions and comments that Mr. Weerasinghe and I have outlined. As mentioned earlier, please provide your name when you enter your question into the web portal. Shelley, do we have any questions yet?

Shelley Dropkin
Deputy Corporate Secretary and General Counsel, Corporate Governance, Citigroup

Yes, we do.

John Dugan
Chairman, Citigroup

Okay.

Shelley Dropkin
Deputy Corporate Secretary and General Counsel, Corporate Governance, Citigroup

The first question is, how many shareholders have accessed this meeting online?

John Dugan
Chairman, Citigroup

There are 83 shareholders and 217 participants from the public in attendance at the meeting.

Shelley Dropkin
Deputy Corporate Secretary and General Counsel, Corporate Governance, Citigroup

Okay. The next question is, thank you for your very hard work. Can you please elaborate on the impact in North America being impaired for probably two months in 2Q rather than one month in 1Q?

John Dugan
Chairman, Citigroup

Mike, you want to take that one?

Mike Corbat
CEO, Citigroup

Sure. I'm assuming, Shelley, that this refers to COVID and the challenges of COVID.

Shelley Dropkin
Deputy Corporate Secretary and General Counsel, Corporate Governance, Citigroup

I would assume so. It doesn't say so, but yes.

Mike Corbat
CEO, Citigroup

Yeah. I'll take it that way. I would first start out by saying that given the global nature of our firm, this wasn't just simply a March event. We had the ability to see this coming in Asia and as it moved west and had the ability to learn and to be able to put procedures in place to protect our people and to make sure that we were open in terms of continuity of business. Again, as I said in my remarks, that the genesis of this really is a health crisis that has significant economic ramifications. I think as this virus has come west and the impact of the virus has hit, we've seen the manifestation of that across industry, across communities, across individuals, and I think continues to play out.

As part of that, we've tried to be in front of this as being one of the early banks to be putting in place assistance for our consumers of trying to be there early to help stand up the SBA small business program, working with governments around the world, not just the U.S. governments, but in terms of trying to bring to life both fiscal and monetary policy to try and help dampen the effects of this. I think it's likely that the recovery, both from a health and an economic perspective, will be uneven. I think we will see some countries, some communities come back faster. I think we will see some industries, and we will see individuals all taking this different ways. I think as a firm, we need to take a very bespoke or very granular approach to how we're addressing this.

That is how we've been doing it so far, and I think what will serve us all better in the future.

Shelley Dropkin
Deputy Corporate Secretary and General Counsel, Corporate Governance, Citigroup

The next question is, please highlight some of the businesses going forward. North America consumer banking, investment banking, types of products and services, both debt and equity, corporate lending, total markets, and Securities Services.

Mike Corbat
CEO, Citigroup

Yeah. As I said in my remarks that we have actually seen coming out of 2019 and through actually a fair bit of the first quarter of 2020, actually strong momentum across many of our businesses. I think two of those have been our North American consumer business, where I think we've seen the investments in technology, investments in our cards franchise, the restructuring of our business in North America consumer to bring together our cards and our retail banking business. We've seen dividends in terms of card sales and card usage. We've seen deposit growth and not just deposit growth, but engagement digitally, which is important as we go into the future.

I think we enter this challenging time from a position of strength and momentum, and we would expect to be there serving our customers and helping them along the way and emerge from this even stronger. From an investment banking perspective, it's very clear and very clear early on that our clients are in need of our services, and whether that's being there to help them with supply chain and supply chain disruption in our TTS business, the volatility in foreign exchange markets.

Obviously, the need for capital, working capital for debt financing and lending is part of that. Quite proud to say that in the first quarter, we put to work about $50 billion with our companies in terms of helping them, of lending, in addition to March being on record as one of the largest months ever in terms of capital markets and in particular, debt capital markets activities. I think, again, we come into this in a position with our clients of strength and being able to help them, of strong engagement in a point in time where uncertainty is out there. I think our ability to read what's going on and having that global perspective is very much wanted by our clients. I think we are hoping to distinguish ourselves through this challenge to be able to serve all of our customers and clients.

Shelley Dropkin
Deputy Corporate Secretary and General Counsel, Corporate Governance, Citigroup

The next question is, both money and oil tend to make the world go around. The Fed has taken decisive action. Please comment. The price of oil went negative yesterday. Can the U.S., Saudi Arabia, and Russia make the oil market work?

Mike Corbat
CEO, Citigroup

Well, I think first, I would call out that I think many central banks and governments around the world have responded to this crisis in an extraordinary way. I would say that the U.S. government, the combination of the Federal Reserve, the U.S. Treasury, have taken extraordinary measures to try and support and get ahead of some of the economic challenges that are there. I believe that as we go through that will remain necessary. Our job in this is to be acting not just in our traditional capacity as a bank, but also in the additional capacity of being that important transmission mechanism between monetary and fiscal policy and the real economy. I think that the big banks, the global banks, are set up quite well to be able to do that.

We expect that will continue to be a responsibility and that will continue to be something that we think we've got the ability to do in a very positive way as we go forward.

Shelley Dropkin
Deputy Corporate Secretary and General Counsel, Corporate Governance, Citigroup

The next question is, when will stock buybacks start again? Is there an ultimate goal on the number of shares outstanding?

Mike Corbat
CEO, Citigroup

The honest answer is, we don't know. We took the decision to Halt our buyback program as part of the uncertainty of the forward trajectory of COVID-19 and its economic impacts. A leadership team and at our capital committee, as well as at the board, this is something that we are paying close attention to. Our primary objective is to make sure that we're in the position of safety and soundness, and at the same time, having all the resources at our disposal to be able to support our clients. We will take this in real-time as it comes, and we'll continue to monitor the situation. When the time becomes appropriate, we will, again, if appropriate, reinstate our buyback programs.

Shelley Dropkin
Deputy Corporate Secretary and General Counsel, Corporate Governance, Citigroup

The next question is from Scott Shepard with the National Center for Public Policy Research. Last year at this meeting, Citigroup admitted in response to a question from us that the corporation is losing money because of its aggressive anti-gun stance. It refuses to lend to some gun manufacturers and sellers, even though their activities are legally and constitutionally protected. Now we see Citigroup and other American banks getting a second set of bailouts and government support in a dozen years, even while its directors and management have profited handsomely during the intervening years. Don't you owe it to your taxpayer subsidizers to lend indiscriminately without enacting a narrow partisan agenda?

Mike Corbat
CEO, Citigroup

I would go back and like to see the record of losing money. I think what we've said is that we really haven't seen any negative impact to our business in terms of business going away from us. I think we've got to go back and look at the genesis of this. This was around the belief that there were just too many tragedies. Something needed to be done. I was proud of our bank being the first to take action. Again, as I said, I'm very respectful of the Second Amendment and believe myself to be a responsible gun owner.

Importantly, I believe this policy is not about restricting gun ownership for law-abiding citizens, but trying to keep guns out of the wrong hands and trying to put in place some steps that might have the ability to help in terms of that, in terms of background checks, in terms of training and safety around it. Around the limitation of post-market manufacturing that goes on for modifications that turns a typical or ordinary weapon into something extraordinary, which we've seen causing significant harm when put to use. Again, this is not about restricting our customers in terms of their ability to use their credit cards, their borrowing capacity, their purchases. It's about a company stance in terms of company resources and the things that we believe responsible to support.

Shelley Dropkin
Deputy Corporate Secretary and General Counsel, Corporate Governance, Citigroup

Thank you, Mr. Chairman, the Carpenter Union pension funds, with combined assets of $70 billion, have a collective ownership position of 763,400 shares of Citigroup common stock. The recent growth in the size of passive mutual funds corporate ownership interests in U.S. corporations has been dramatic. We believe the growing concentration of ownership raises important public policy and corporate governance issues. Currently, BlackRock holds 7.3% and Vanguard holds 8.1% of the company's outstanding shares. Our review indicates that BlackRock is an investment manager for a portion of the assets of two company 401 plans. Does the board see this growing ownership concentration as a positive or negative development as regards long-term corporate planning and performance? Also, are there potential conflicts of interest when a 5% holder is managing company retirement plan assets? Thank you, Mr. Chairman.

John Dugan
Chairman, Citigroup

We, of course, do carefully watch the degree of ownership of our largest shareholders and are very well aware of the positions of both BlackRock and Vanguard that have gotten to that place, as you mentioned in the question, primarily because of the passive investment vehicles that they are custodians for and manage. We, of course, have discussions with those shareholders and are very careful about how we conduct those conversations and are mindful of potential conflicts of interest as we go forward. I do think that because we're conscious of it, and we're very conscientious about how we handle those decisions, that we do manage the potential conflicts of interest in an appropriate manner.

Shelley Dropkin
Deputy Corporate Secretary and General Counsel, Corporate Governance, Citigroup

Thank you. Yesterday, Citi announced an updated environmental policy that rules out financing for oil and gas projects in the Arctic, including the Arctic National Wildlife Refuge. The policy also rules out direct funding for new or expanded thermal coal mines or coal-fired power plants worldwide and sets a timeline for ending financing of coal mining companies. The Sierra Club commends Citi for taking these critical steps forward to avoid investing in some of the most destructive fossil fuel projects on the planet. The Banking on Climate Change 2020 report, released last month, shows that Citi is the world's third-largest funder of fossil fuels. Over the past four years, following the signing of the Paris Climate Agreement, which Citi claims to support, Citi has provided at least $188 billion in lending and underwriting to the fossil fuel industry.

These investments are directly fueling the global climate crisis and putting communities and millions of lives in danger. Citi's investments are still nowhere close to being aligned with the goals of the Paris Agreement to keep global temperature rise well below two degrees Celsius. What is Citi's plan to phase out its investments in fossil fuels, scale up its investments in clean energy solutions, and align its investment portfolio with the goals of the Paris Agreement?

Mike Corbat
CEO, Citigroup

Thank you. I would start out by saying that Citi is committed to sustainable finance and that we've been a leader in developing industry standards dating all the way back to 2003, the Equator Principles, and right through helping pioneer the Green Bond principles . We have challenged ourselves in terms of a series of environmental finance goals. We are recently coming up and finishing our most recent $100 billion environmental finance goal, which was a 10-year program, which we'll be exceeding in the sixth year. Our total environmental finance activity in the six-year period exceeded $160 billion, and we will be announcing new targets very soon. We have comprehensive environmental and social risk management policies that govern our due diligence around these risks. As you said, we've recently continued to update our policies for fossil fuels to support transition to low carbon.

As you mentioned, Arctic, as you mentioned, coal. I think we also have to recognize that our fossil fuel industries are an industry that is in transition, and we simply can't turn those off overnight with over 80% of the world's energy coming from fossil fuels. At Citi, we believe we've got an important role to play in terms of helping and supporting our clients through this important transition.

Shelley Dropkin
Deputy Corporate Secretary and General Counsel, Corporate Governance, Citigroup

Thank you. I'm going to combine two questions because they are nearly identical. One is from Steve Bigham, and one is from Lewis Diaz. I'm going to do a follow-up that is related from Ade Anajabi. The question is: Does the COVID-19 put the dividend at risk of being suspended? The follow-up is: Please advise if dividend payment increase would be sustained going through the COVID-19 pandemic and thereafter.

Mike Corbat
CEO, Citigroup

Going back to my response on buybacks. Along with our peers, we proactively suspended our share repurchase to further bolster our capital liquidity and to preserve resources for our clients. As I said in our earnings call, it is our intention to continue to pay our dividend, and I know there's been some talk in Europe and other places. We pay our dividend on a quarterly basis rather than an annual basis, and our board of directors will continue to look at and assess that on a quarterly basis. At the same time, we absolutely recognize that dividends represent an important source of income for many Americans, and important in particular at a time leading to financial stability and economic activity. Again, given the unknowns of COVID, of course, we're going to be mindful of the situation as it develops.

Pertaining to your question in terms of dividend increases in the future, you're probably also aware that we are amidst our annual capital cycle with the Federal Reserve and other regulators. At this point, we won't talk about or disclose capital or capital return until decisions are made as a result of that.

John Dugan
Chairman, Citigroup

This is the Chair, John Dugan. I would just agree with exactly what Mike said and would emphasize that it is a quarter-by-quarter decision. The board will consider dividend proposals based on all of the information that it has when the quarterly time comes to decide whether and how much to approve with respect to a particular dividend proposal.

Shelley Dropkin
Deputy Corporate Secretary and General Counsel, Corporate Governance, Citigroup

The next question is: How much was spent on stock buybacks in 2019?

Mike Corbat
CEO, Citigroup

We had $22.3 billion of capital return, and of that, approximately $4 billion was paid in dividends, so roughly $18 billion of stock buyback in 2019.

Shelley Dropkin
Deputy Corporate Secretary and General Counsel, Corporate Governance, Citigroup

Thank you. The next question is: Why can shareholders not make a comment in regard to a shareholder proposal?

John Dugan
Chairman, Citigroup

I think we did give shareholders the ability to ask questions and comment on particular shareholder proposals during that portion of the meeting, and we welcome those comments and think that's appropriate.

Shelley Dropkin
Deputy Corporate Secretary and General Counsel, Corporate Governance, Citigroup

Next one. Not a question, just feedback. I do appreciate the opportunity to participate in this virtual annual meeting. Thank you. Robert Emerson, shareholder, Toronto, Canada. I'd like to bunch the next couple of questions together because I think they are related. Can you announce before the end of the meeting which director received the highest votes today, and which director received the least votes today? Can you announce before the end of the meeting whether the say on executive pay was higher or lower in 2019? Can management announce the preliminary percentage votes for each ballot item before the end of the meeting?

Mike Corbat
CEO, Citigroup

Shelley, thank you for that.

John Dugan
Chairman, Citigroup

Go ahead, Rohan.

Rohan Weerasinghe
General Counsel and Corporate Secretary, Citigroup

This is the Corporate Secretary speaking. Since the voting is still ongoing, what I will do as part of my report at the end of the meeting is to report on the voting results on a preliminary basis, as well as to seek to answer both of the other two questions. If they can be held off until then, I will respond.

John Dugan
Chairman, Citigroup

Shelley, if I may, I also wanted to respond to our shareholder from Toronto and just say that while there are advantages and disadvantages of having to conduct a meeting this way, one of the advantages is that we can hear from shareholders in faraway places. I think that's one of the things that we'll look back on and take into account as we examine the pluses and minuses of acting virtually with respect to the annual meeting.

Shelley Dropkin
Deputy Corporate Secretary and General Counsel, Corporate Governance, Citigroup

Thank you. The last question I have in the queue is: Can you announce before the end of the meeting the number of questions that were submitted to the meeting?

John Dugan
Chairman, Citigroup

I believe there were 27 questions.

Shelley Dropkin
Deputy Corporate Secretary and General Counsel, Corporate Governance, Citigroup

Mr. Dugan, I have no other active questions in the queue.

John Dugan
Chairman, Citigroup

Okay. In that case, I will now ask the secretary to report on the vote taken at today's meeting. Mr. Weerasinghe, I will now ask you to report on the vote taken at today's meeting. Mr. Weerasinghe, are you on the line?

Operator

Sir, your line might be muted. I do apologize. I'm showing that line as active.

John Dugan
Chairman, Citigroup

Mr. Weerasinghe, are you on the line?

Shelley Dropkin
Deputy Corporate Secretary and General Counsel, Corporate Governance, Citigroup

John, I can give the vote results if you would like me to do so.

John Dugan
Chairman, Citigroup

Let's just try one more time. Rohan, can you hear us? If not, Shelley, why don't we start with the vote results?

Shelley Dropkin
Deputy Corporate Secretary and General Counsel, Corporate Governance, Citigroup

Absolutely. Based on the proxies voted prior to today's meeting and the votes cast at today's meeting, I'm able to report that on the proposal for the election of directors, each of the nominees has been elected, each nominee having received more for votes than against votes, and each nominee received over 95% of the votes cast. For Proposal 2, relating to the ratification of KPMG LLP as Citigroup's independent registered public accounting firm, has passed, having received approximately 94.3% of the votes cast in favor of this proposal. Proposal 3, relating to the approval of Citi's 2019 executive compensation, has passed, having received approximately 91.5% of the votes cast in favor of this proposal. I note that that is less than a percent difference from last year's results in response to the earlier question.

Proposal 4, relating to the approval of additional authorized shares under the Citigroup 2019 Stock Incentive Plan, has passed, having received approximately 96% of the votes cast in favor of this proposal. Proposal 5, requesting an amendment to Citi's proxy access bylaw provisions pertaining to the aggregation limit has not passed with approximately 37% of the votes cast in favor of this proposal. Proposal 6, requesting that the board review Citi's governance documents and make recommendations to shareholders on how the purpose of a corporation signed by Citi's CEO can be fully implemented, has not passed with approximately 6.9% of the votes cast in favor of this proposal.

Proposal 7, requesting a report disclosing information regarding Citi's lobbying policies and activities, has not passed with approximately 15% of the votes cast in favor of this proposal. These numbers are preliminary. The official report of the Inspector of Election will be filed with our corporate records and reported on a Form 8-K filed with the SEC. Mr. Dugan.

John Dugan
Chairman, Citigroup

Thank you, Shelley. If you have a question but did not get a chance to ask it, please follow the procedure for sending questions to the board described in the proxy statement. At this time, I will entertain a motion to adjourn.

Shelley Dropkin
Deputy Corporate Secretary and General Counsel, Corporate Governance, Citigroup

So moved.

Speaker 7

Second.

John Dugan
Chairman, Citigroup

All in favor?

Shelley Dropkin
Deputy Corporate Secretary and General Counsel, Corporate Governance, Citigroup

Aye.

John Dugan
Chairman, Citigroup

Thank you. I declare the meeting adjourned.

Operator

Thank you, sir. Again, the conference call has now concluded. Again, we thank you all for attending today's presentation. At this time, you may disconnect your lines. Thank you. Take care. Have a great day, everyone.