EarthRights International asks Citigroup shareholders to vote in favor of a resolution introduced by the AFL-CIO regarding Citi's involvement in the Ratchaburi power plant in Thailand. The Ratchaburi plant serves to prop up the repressive military dictatorship in Burma, and is an integral part of the Yadana gas pipeline project that has led directly to crimes against humanity.

For example, one woman, whose name is remains secret for her own protection, who lived near the Yadana pipeline corridor in Burma, was holding her one month old baby and cooking one day, when soldiers came and ordered her to leave as part of a forced relocation of her village. Those soldiers were working on behalf of US and French investors building the pipeline. The soldiers kicked her so hard she lost consciousness and dropped her baby into the cooking fire. The baby later died.

Because of events like this, in the fall of 1998, the World Bank dropped its financial support for the Ratchaburi plant, and the U.S. Executive Director of the World Bank wrote to my organization, saying she believed that the facts we provided were instrumental in the decision to drop the Ratchaburi component of the project. What were the facts we provided to the World Bank?

1. The Ratchaburi plant is intimately and thoroughly tied to the Yadana gas pipeline in Burma. Ratchaburi was built for the sole purpose of taking all the gas from this pipeline, and without it, the Yadana pipeline could not exist. Therefore, although it is on the Thai side of the border, the Rathaburi plant is essentially part of this notorious and controversial Burmese gas pipeline project.
2. The Yadana gas pipeline has led directly to human rights crimes. EarthRights International, through interviews with hundreds of residents of the area, has documented forced labor, forced relocation of villages, rape, torture and summary executions, all carried out by the Burmese military on behalf of the pipeline project.

Involvement in the Yadana or Ratchaburi project is not a case of so-called constructive engagement. It is support for one of the most violent regimes in the world today. To be involved in the Yadana pipeline is to accept brutal human rights violations as part of doing business. The pipeline is largest foreign investmet in Burma and is likely to be the largest source of foreign exchange for decades to come.

How many more people will have to be denied their basic human rights such as freedom of speech, expression and movement? How many people will be tortured and raped before Citigroup acknowledges that any money directly or indirectly supporting the Burmese dictatorship is an endorsement of the military's ugly methods? How can a decent company justify involvement with this Ratchaburi project?

We urge Citigroup management and stockholders to join the World Bank and hundreds of U.S. companies in avoiding all support for the Burmese dictatorship by ending involvement in the Ratchaburi plant.

* NOTE: the delivery of this statement differed somewhat from the above text.

TEXT OF AFL-CIO PROPOSAL 6:

AFL-CIO Staff Retirement Plan, 815 Sixteenth Street, N.W., Washington, D.C. 20006, beneficial owner of 44,400 shares, has submitted the following proposal for consideration at the annual meeting:

Resolved: Shareholders of Citigroup, Inc. ("Citigroup") request that the Board of Directors provide to shareholders a report

(a) describing Citigroup's relationships with i) any entity that conducts business in, invests in, or facilitates investment in Burma; ii) the Ratchaburi Electricity Generating Company of Thailand ("Ratchaburi"); and

(b)explaining why each such relationship does not violate U.S. government sanctions against investing in Burma and facilitating a foreign person's investment in Burma.

SUPPORTING STATEMENT

Ratchaburi is raising funds to complete the construction of a large power plant in Thailand; Citibank, a Citigroup subsidiary, joined in a consortium of banks that signed a $1 billion loan agreement with Ratchaburi last August. Once the plant is in place, Ratchaburi will be the largest customer of a pipeline and natural gas development project owned jointly by the Burmese government and other foreign entities (the "Joint Venture").

Burma has been ruled for more than a decade by a military dictatorship widely condemned for human rights abuses. The Joint Venture that will supply Ratchaburi with its fuel has been at the center of criticism and litigation for several years. The New York Times reported that critics of the Citibank loan said that the loan helps finance the oppressive regime in Burma. The Joint Venture hired the Burmese military to provide security and labor for the pipeline. In providing that "service," the military relied on forced labor and committed other widely documented human rights abuses. The Wall Street Journal quoted a Texaco consultant's report on Burma noting the "harsh conditions" of unpaid laborers on the Joint Venture, "including young children." EarthRights International, an organization that represents Burmese victims of forced labor, reported: "From 1992 until the present, thousands of villagers in Burma were forced to work in support of these pipelines and related infrastructure, were raped, tortured and killed by soldiers hired by the companies as security guards for the pipeline."

In an effort to force the Burmese regime to return political power to a legitimate democratic government, the U.S. Congress passed legislation in 1997 obligating the President of the United States to impose sanctions against Burma. Further, Congress obligated the President to engage in a-multilateral effort with other countries of the region, such as Thailand, to restore democracy to Burma. Thus, under an Executive Order of the U.S. President a "national emergency" has been declared imposing the Burmese Sanctions Regulations ("Sanctions"). The Sanctions "prohibit new investment in Burma" by U.S. persons and the facilitation by a U.S. person of "new investment" in Burma by a foreign person. By providing financing, Citibank appears to be facilitating Ratachaburi's purchase if natural gas in Burma, thus providing the Burmese dictatorship with crucial financial support at a time when U.S. law dictatesisolation of the regime to enable the return of democracy and the rule of law. We urge you to vote FOR this resolution.

MANAGEMENT COMMENT

This proposal, if adopted, would be unduly burdensome to Citigroup and compromise the confidentiality of its business relationships. Citigroup complies with, and is fully supportive of, all United States statutes and regulations imposing economic sanctions on investments in Burma (Myanmar). With respect to the loan transaction referred to in the proposal, nothing in the financing or execution of this transaction implicates US sanctions on Burma (Myanmar).

The proposal calls for Citigroup to disclose to stockholders information about its business relationships with any entity that conducts business in, invests in or facilitates investment in Burma. This request is virtually impossible to implement because Citigroup would be in no position to know or determine whether every entity it has a relationship with also conducts business with Burma in a manner that implicates United States laws or sanctions. Even if Citigroup could implement this request, the disclosure called for by this proposal would seriously compromise Citigroup's confidential business relationships and breach its customers' expectation of, and legal right to, privacy.

THE BOARD RECOMMENDS THAT YOU VOTE AGAINST THIS PROPOSAL.