Filed pursuant to Rule 424(b)(5)
Registration No. 333-274695
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PROSPECTUS SUPPLEMENT
(To Prospectus dated December 21, 2023) |
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Per Note
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Total
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|||||
Public offering price (1)
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99.839
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% |
$
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4,991,950,000
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||
Underwriting discount
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0.125
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%
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$
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6,250,000
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Proceeds, before expenses, to the EIB (1)
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99.714
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% |
$
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4,985,700,000
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CIBC Capital Markets
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Citigroup
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Deutsche Bank
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Prospectus Supplement
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Prospectus
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Page
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Page
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Authorized Representative in the United States |
S-22 |
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Official Statement | S-22 | |||
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we can disclose important information to you by referring you to another document filed separately with the SEC;
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information in a document incorporated by reference in this prospectus supplement is considered to be a part of this prospectus supplement and the accompanying prospectus;
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information in this prospectus supplement automatically updates and supersedes information in earlier documents that are incorporated by reference in this prospectus supplement and the accompanying
prospectus;
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information in a document incorporated by reference in this prospectus supplement automatically updates and supersedes information in earlier documents that are incorporated by reference in this
prospectus supplement and the accompanying prospectus; and
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information that we file in the future with the SEC that we incorporate by reference in this prospectus supplement will automatically update and supersede information in this prospectus supplement
and the accompanying prospectus.
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SEC Filings
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Annual Reports on Form 18-K | ● | |
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Amendments on Form 18-K/A |
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● | Amendment No. 7 to the Annual Report on Form 18-K/A for the fiscal year ended December 31, 2021, as filed with the SEC on April 25, 2023 (File No. 001-05001) |
The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus supplement and the accompanying prospectus. | |
Issuer
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European Investment Bank.
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Securities Offered
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$5,000,000,000 aggregate principal amount of 4.750% Notes due 2029.
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Ranking
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The Notes will be unconditional, direct and general obligations of the EIB in accordance with the terms for their payment and performance. The Notes will rank pari passu with any present or future indebtedness of the EIB represented by any unsubordinated and unsecured notes or bonds.
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Maturity Date
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June 15, 2029.
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Interest Payment Dates
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June 15 and December 15 of each year, commencing on June 15, 2024 (short first coupon for the period from, and including, April 23, 2024 to, but excluding,
June 15, 2024).
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Record Dates
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The close of business on June 5 and December 5 (whether or not a business day) prior to each Interest Payment Date.
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Interest Rate
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4.750% per annum.
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Denominations
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The Notes will be issued in minimum denominations of $1,000 and integral multiples thereof.
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Redemption
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The Notes are not subject to redemption prior to their scheduled maturity.
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Use of Proceeds
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The net proceeds from the sale of the Notes will be used in the general operations of the EIB, including disbursements of loans heretofore or hereafter granted by the EIB. See “Use of
Proceeds”.
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Further Issues
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The EIB may from time to time, without notice to or the consent of any of the holders of the Notes, create and issue additional notes ranking pari passu
with the Notes and having the same terms as to status, interest rate, maturity, redemption or otherwise in all respects as the Notes (except for the public offering price, the issue date, and in some cases, the first
interest payment date). Such additional notes shall be consolidated and form a single series with the Notes, including for purposes of voting and redemptions, and increase the aggregate principal amount of the Notes. See
“Description of Notes—Further Issues”.
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Governing Law
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State of New York.
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Markets
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The Notes are offered for sale in those jurisdictions in the United States, Canada, Europe, Asia and elsewhere where it is lawful to make such offers. See “Underwriters—Selling
Restrictions”.
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Listing
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Application has been made for the Notes to be listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Bourse de
Luxembourg, which is the regulated market of the Luxembourg Stock Exchange. No assurance can be given that such application will be approved or that any of the Notes will be listed and admitted to trading thereon,
and settlement of the Notes is not conditioned on obtaining this listing. If the application is approved, the EIB will have no obligation to maintain such listing, and may delist the Notes at any time.
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Book-Entry Form, Settlement and Clearance
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The Notes will be represented by the Global Note registered in the name of Cede & Co. as nominee for DTC. The Global Note will be deposited with a custodian for DTC. Investors may elect
to hold interests in the Global Note through DTC, if they are participants in DTC, or indirectly through organizations that are participants in DTC. Initial settlement for the Notes will be made in immediately available
funds in U.S. dollars. See “Book-Entry, Delivery and Form” in the accompanying prospectus.
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Closing and Delivery
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It is currently expected that delivery of the Notes will occur on or about April 23, 2024.
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Withholding Tax
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The EIB has been advised that under current U.S. tax law payments of principal of and interest on the Notes may generally be made by the EIB without withholding or deduction for U.S.
withholding taxes. For further details, see “Taxation” in the accompanying prospectus.
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Fiscal Agent, Registrar, Transfer Agent and Paying Agent
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Citibank, N.A., London Branch.
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Listing Agent
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Banque Internationale à Luxembourg S.A.
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(i)
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maintaining a record of the aggregate holdings of the Notes;
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(ii)
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ensuring that payments of principal and interest in respect of the Notes received by the Fiscal Agent from the EIB are duly credited to the holders of the Notes; and
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(iii)
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transmitting to the EIB any notices from the holders of the Notes.
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Underwriter
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Principal Amount
of Notes |
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CIBC Capital Markets (Europe) S.A.
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$
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1,666,666,000
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Citigroup Global Markets Limited
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$ |
1,666,668,000
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Deutsche Bank Aktiengesellschaft
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$ |
1,666,666,000
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Total
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$ |
5,000,000,000
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(a)
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to an “institutional investor” (as defined in Section 4A of the SFA (as defined below)) pursuant to Section 274 of the SFA; or
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(b)
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to an “accredited investor” (as defined in Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA, and (where applicable) Regulation 3 of the
Securities and Futures (Classes of Investors) Regulations 2018.
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(i)
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the unconsolidated financial statements of the EIB prepared in accordance with the general principles of Directive 86/635/EEC of the Council of the European Communities of December 8, 1986 on the
annual accounts and consolidated accounts of banks and other financial institutions, as amended by Directive 2001/65/EC of September 27, 2001, by Directive 2003/51/EC of June 18, 2003 and by Directive 2006/46/EC of June 14, 2006
(the “Directives”);
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(ii)
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the consolidated financial statements of the EIB prepared in accordance with the Directives; and
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(iii)
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the consolidated financial statements of the EIB prepared in accordance with International Financial Reporting Standards as adopted by the European Union.
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1.
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The issuance of the Notes was duly authorized by the EIB pursuant to the authorization of its board of directors on December 13, 2023 and in compliance with procedures laid down by its management
committee.
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2.
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The Notes have been accepted for clearance through DTC, Euroclear and Clearstream. The Notes have been assigned ISIN No. US298785KC96, CUSIP No. 298785KC9 and Common Code No. 280699632.
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3.
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The Legal Entity Identifier (LEI) code of the EIB is 5493006YXS1U5GIHE750.
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4.
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Annual reports and press notices will be available on the EIB’s website (http://www.eib.org). Information available on this website is not, and shall not be deemed to be, part of or incorporated by
reference into this prospectus supplement or the accompanying prospectus.
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Page
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we can disclose important information to you by referring you to another document filed separately with the SEC;
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information in a document incorporated by reference in this prospectus is considered to be a part of this prospectus;
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information in this prospectus automatically updates and supersedes information in earlier documents that are incorporated by reference in this prospectus;
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information in a document incorporated by reference in this prospectus automatically updates and supersedes information in earlier documents that are incorporated by reference in this prospectus; and
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information that we file in the future with the SEC that we incorporate by reference in this prospectus will automatically update and supersede information in this prospectus.
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SEC Filings
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Annual Reports on Form 18-K
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Amendments on Form 18-K/A
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Country
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Subscribed
Capital
(in EUR)
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Uncalled / Callable
Capital
(in EUR)
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Called / Paid-in
Capital
(in EUR)
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|||||||||
Germany
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46,722,369,149
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42,555,081,742
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4,167,287,407
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France
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46,722,369,149
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42,555,081,742
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4,167,287,407
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Italy
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46,722,369,149
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42,555,081,742
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4,167,287,407
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Spain
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28,033,421,847
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25,533,049,371
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2,500,372,476
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Belgium
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12,951,115,777
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11,795,972,691
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1,155,143,086
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Netherlands
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12,951,115,777
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11,795,972,691
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1,155,143,086
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Poland
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11,366,679,827
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10,352,856,629
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1,013,823,198
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Sweden
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8,591,781,713
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7,825,458,763
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766,322,950
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Denmark
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6,557,521,657
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5,972,639,556
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584,882,101
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Austria
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6,428,994,386
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5,855,575,961
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573,418,425
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Finland
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3,693,702,498
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3,364,251,741
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329,450,757
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Greece
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3,512,961,713
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3,199,631,688
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313,330,025
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Portugal
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2,263,904,037
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2,061,980,655
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201,923,382
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Czech Republic
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2,206,922,328
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2,010,081,290
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196,841,038
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Hungary
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2,087,849,195
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1,901,628,594
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186,220,601
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Ireland
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1,639,379,073
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1,493,158,667
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146,220,406
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Romania
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1,639,379,073
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1,493,158,667
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146,220,406
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Croatia
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1,062,312,542
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967,562,174
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94,750,368
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Slovakia
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751,236,149
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684,231,479
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67,004,670
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Slovenia
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697,455,090
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635,247,290
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62,207,800
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Bulgaria
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510,041,217
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464,549,338
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45,491,879
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Lithuania
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437,633,208
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398,599,585
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39,033,623
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Luxembourg
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327,878,318
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298,634,014
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29,244,304
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Cyprus
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321,508,011
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292,831,891
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28,676,120
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Latvia
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267,076,094
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243,254,895
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23,821,199
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Estonia
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206,248,240
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187,852,433
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18,395,807
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Malta
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122,381,664
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111,466,131
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10,915,533
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Total
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248,795,606,881
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226,604,891,420
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22,190,715,461
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(i) |
the designation;
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(ii) |
the aggregate principal amount and currency, any limit on such principal amount and authorized denominations;
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(iii) |
the percentage of their principal amount at which such securities will be issued;
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(iv) |
the maturity date;
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(v) |
the interest rate or method of determining the interest rate, if any;
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(vi) |
the interest payment dates, if any, and the dates from which interest accrues;
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(vii) |
any index, price or formula to be used for determining the amount of any payment of principal, premium or interest;
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(viii) |
any optional or mandatory redemption terms or purchase, repurchase or sinking fund provisions;
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(ix) |
whether such securities will be in bearer form, which may or may not be registrable as to principal, with interest coupons, if any, or in fully registered form, or both, and restrictions on the exchange of one form for
another;
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(x) |
the record date;
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(xi) |
the governing law of the securities; and
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(xii) |
any other terms of the securities.
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(i) |
the EIB shall default in any payment of the principal of (or the premium, if any, on) or interest on any of the securities of a series and such default shall not be cured by payment thereof within 30 days; or
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(ii) |
the EIB shall default in the performance of any other covenant under the securities of a series and such default shall continue for a period of 90 days after written notice thereof shall have been given to the EIB and the
fiscal agent by the holders of not less than 25% in principal amount of all the securities of such series at the time outstanding.
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(i) |
no judgment or decree for the payment of amounts due thereon shall have been entered;
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(ii) |
all arrears of interest upon all the securities of such series and all other sums due in respect thereof, except any principal payments which shall not have matured by their terms, shall have been duly paid by the EIB; and
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(iii) |
all other defaults under the securities of such series shall have been made good.
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(i) |
adding to the covenants of the EIB for the benefit of the holders of the securities;
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(ii) |
surrendering any right or power conferred upon the EIB;
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(iii) |
securing the securities pursuant to the requirements of the securities or otherwise;
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(iv) |
curing any ambiguity, or curing, correcting or supplementing any defective provision thereof; or
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(v) |
amending the fiscal agency agreement or the securities of such series in any manner that the EIB reasonably determines is not inconsistent with the securities of such series in any material respect and does not adversely
affect the interests of any holder of securities of such series in any material respect.
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(i) |
change the due date for the payment of the principal of (or premium, if any, on) or any installment of interest on any security of such series;
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(ii) |
reduce the principal amount of any security of such series, the portion of such principal amount which is payable upon acceleration of the maturity of such security, the interest rate thereon or the premium (if any) payable
upon redemption thereof;
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(iii) |
change the coin or currency in which (unless required by law of the jurisdiction which issued such coin or currency) or the required places at which payment with respect to interest, premium (if any) or principal in respect
of securities of such series is payable;
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(iv) |
shorten the period during which the EIB is not permitted to redeem the securities of such series, or permit the EIB to redeem the securities of such series if, prior to such action, the EIB is not permitted to do so; or
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(v) |
reduce the proportion of the principal amount of securities of such series the vote or consent of the holders of which is necessary to modify, amend or supplement the fiscal agency agreement or the terms and conditions of
the securities of such series or to make, take or give any request, demand, authorization, direction, notice, consent, waiver or other action provided thereby to be made, taken or given.
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(i) |
if the related Depositary notifies the EIB that it is unwilling or unable to continue as Depositary for such Global Security or if at any time such Depositary ceases to be a clearing agency registered under the Exchange Act
at a time when it is required to be so registered, and a replacement Depositary is not appointed;
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(ii) |
if the EIB in its discretion at any time determines not to have all of the applicable securities represented by such Global Security;
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(iii) |
if an event of default entitling the holders of the applicable securities to accelerate the maturity thereof has occurred and is continuing; or
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(iv) |
in such other events as may be specified in a prospectus supplement.
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● |
The discussion covers you only if you buy your securities in the initial offering at the initial offering price to the public.
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● |
The discussion does not cover you if you are a U.S. Holder (as defined below) and your functional currency is not the U.S. dollar, if you do not hold your securities as a capital asset (that is, for investment purposes),
or if you have a special tax status.
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The discussion does not cover tax consequences that depend upon your particular tax situation in addition to your ownership of the securities. We suggest that you consult your own tax advisor about the consequences of
holding securities in your particular situation.
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The discussion does not cover you if you are a partner in a partnership (or entity treated as a partnership for U.S. Federal income tax purposes). If a partnership holds securities, the tax treatment of a partner will
generally depend upon the status of the partners and upon the activities of the partnership.
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The discussion does not cover tax on certain “net investment income” or alternative minimum tax consequences, if any.
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The discussion does not cover state, local or non-U.S. law.
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The discussion does not cover tax consequences that apply because you are an accrual method taxpayer who is required to recognize income for U.S. Federal income tax purposes no later than when such income is taken into
account in applicable financial statements. We suggest that you consult your own tax advisor about the consequences of holding securities in your particular situation.
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● |
The discussion does not cover every type of security that we might issue. If we issue a security of a type not described in this discussion, additional tax information will be provided in the applicable prospectus
supplement for the security.
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an individual U.S. citizen or resident alien;
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● |
a corporation (or entity taxable as a corporation for U.S. Federal income tax purposes) that was created under U.S. law (Federal or state); or
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● |
an estate or trust whose world-wide income is subject to U.S. Federal income tax.
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If you are a cash method taxpayer (including most individual holders), you must report interest in your income as you receive it.
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● |
If you are an accrual method taxpayer, you must report interest in your income as it accrues.
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● | Amounts treated as interest will be ordinary income from sources outside the United States for foreign tax credit limitation purposes. Under the foreign tax credit rules, interest paid will generally be “passive category” income, which is treated separately from other types of income for purposes of computing the foreign tax credit. |
● |
You will have taxable gain or loss equal to the difference between the amount realized by you (other than amounts attributable to accrued and unpaid interest, which will be taxable as ordinary interest income) and your
tax basis in the security. Your tax basis in the security is generally your cost, subject to certain adjustments.
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● |
Your gain or loss will generally be capital gain or loss, and will be long term capital gain or loss if you held the security for more than one year. For an individual, long term capital gain generally will be subject to
reduced rates of taxation. The deductibility of capital losses is subject to certain limitations.
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● |
If you are a cash method taxpayer (including most individual holders), you must report interest in your income as you receive it. You will be taxed on the value of the foreign currency when you receive the interest
payment. The value of the foreign currency will be determined using the spot rate in effect on the date of receipt of the interest payment.
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● |
If you are an accrual method taxpayer, you must report interest in your income as it accrues. You will be taxed on the value of the foreign currency as the interest accrues. The value of the foreign currency may be
determined using the average exchange rate during the relevant interest accrual period (or, if that period spans two taxable years, during the portion of the interest accrual period in the relevant taxable year). The average
exchange rate for an accrual period (or partial period) is the simple average of the spot rates for each business day of such period, or other average exchange rate for the period reasonably derived and consistently applied
by you. If you are an accrual method taxpayer and you do not wish to accrue interest income using the average exchange rate, certain alternative elections may be available.
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● |
Amounts treated as interest will be ordinary income from sources outside the United States for foreign tax credit limitation purposes. Under the foreign tax credit rules, interest paid will generally be “passive
category” income, which is treated separately from other types of income for purposes of computing the foreign tax credit.
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● |
You will have taxable gain or loss equal to the difference between the U.S. dollar value of the amount realized by you (other than amounts attributable to accrued and unpaid interest, which will be taxable as ordinary
interest income) and your tax basis in the Foreign Currency Securities, determined in U.S. dollars. If you receive (or are considered to receive) the amount in foreign currency, that foreign currency is valued for this
purpose at the spot rate in effect on the date the amount received is recognized under your regular method of accounting. Your tax basis in the Foreign Currency Securities generally is the U.S. dollar value of the foreign
currency amount paid for the securities, determined at the spot rate in effect on the date of purchase.
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● |
Any such gain or loss (except to the extent attributable to foreign currency exchange gain or loss, as described below in “—Foreign Currency Exchange Gain or Loss”) will
generally be capital gain or loss, and will be long term capital gain or loss if you held the Foreign Currency Securities for more than one year. For an individual, long term capital gain generally will be subject to
reduced rates of taxation. The deductibility of capital losses is subject to certain limitations.
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● |
If you are an accrual method taxpayer, when interest is actually paid to you, you will generally also recognize foreign currency exchange gain or loss, taxable as ordinary income or loss from sources within the United
States, equal to the difference between (a) the value of the foreign currency received as interest, as translated into U.S. dollars using the spot rate in effect on the date of receipt of the interest payment, and (b) the
U.S. dollar amount previously included in income with respect to such payment. If you receive the interest payment in the form of U.S. dollars, clause (a) will be calculated on the basis of the value of the foreign
currency you are considered to have received.
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● |
On the sale or retirement of your Foreign Currency Securities, you will generally also recognize foreign currency exchange gain or loss, taxable as ordinary income or loss from sources within the United States, equal to
the difference between (a) the U.S. dollar value of the amount you received in foreign currency for the Foreign Currency Securities, based on the spot rate in effect on the date you disposed of the securities and (b) the
U.S. dollar value of the amount you paid in foreign currency for the Foreign Currency Securities, based on the spot rate in effect on the date you purchased the securities (or, in the case of a cash basis or electing
accrual basis taxpayer, the settlement dates of such disposition and purchase, if the securities are treated as traded on an established securities market for U.S. Federal income tax purposes).
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● |
If you receive the interest or the principal on your Foreign Currency Securities in the form of U.S. dollars, you will be considered to have received the interest or the principal, as applicable, in the form of foreign
currency and to have sold that foreign currency for U.S. dollars at the spot rate in effect on the date of receipt of the interest or the principal, as applicable.
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● |
If you receive (or are considered to receive) foreign currency as interest or principal, and you later sell (or are considered to sell) that foreign currency for U.S. dollars, you will have taxable gain or loss equal to
the difference between the amount of U.S. dollars received and your tax basis in the foreign currency. In addition, when you purchase a Foreign Currency Security in a foreign currency, you will have taxable gain or loss
if your tax basis in the foreign currency is different from the U.S. dollar value of the foreign currency on the date of purchase.
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● |
If the Foreign Currency Securities are traded on an established securities market and you are a cash basis taxpayer (or, upon election, an accrual basis taxpayer), your tax basis in the foreign currency you receive (or
are considered to receive) on sale or retirement of the Foreign Currency Securities will be the U.S. dollar value of the foreign currency at the spot rate in effect on the settlement date of the sale or retirement of the
securities. In all other cases, your tax basis in the foreign currency will be the U.S. dollar value of the foreign currency at the spot rate in effect on the date of receipt.
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● |
Any gain or loss recognized by you on a sale, exchange or other disposition of the foreign currency will be ordinary income or loss from sources within the United States.
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● |
Assuming you hold your securities through a U.S. broker or other securities intermediary and receive payments in the United States, the intermediary must provide information to the IRS and to you on IRS Form 1099
concerning interest, gross sale and retirement proceeds on your securities, unless an exemption applies.
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● |
Similarly, unless an exemption applies, you must provide the intermediary with your U.S. Taxpayer Identification Number for its use in reporting information to the IRS. If you are an individual, this is your social
security number. You are also required to comply with other IRS requirements concerning information reporting.
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● |
If you are subject to these requirements but do not comply, the intermediary must withhold at a rate that is currently 24% of all amounts payable to you on the securities (including principal payments). This is called
“backup withholding”. If the intermediary withholds payments, you may use the withheld amount as a credit against your U.S. Federal income tax liability and may be entitled to a refund.
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● |
Individuals are subject to these requirements. Some holders, including corporations, tax-exempt organizations and individual retirement accounts, are exempt from these requirements.
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● |
Subject to the discussion of “—Information Reporting and Backup Withholding” below, interest on the securities is exempt from U.S. Federal income tax, including withholding tax, if
paid to you whether or not you are engaged in a trade or business in the United States, unless:
|
(i) |
you are an insurance company carrying on a U.S. insurance business to which the interest is attributable, within the meaning of the Code; or
|
(ii) |
you have an office or other fixed place of business in the United States to which the interest is attributable and the interest is derived in the active conduct of a banking, financing or similar business within the
United States.
|
● |
Subject to the discussion of “—Information Reporting and Backup Withholding” below, you will not be subject to U.S. Federal income tax on any gain realized on the sale or
retirement of a security, unless:
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(i) |
you are an individual present in the United States for a period aggregating 183 days or more during the year in which you dispose of the security, and certain other conditions are satisfied;
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(ii) |
the gain represents accrued interest, in which case the rules for interest would apply; or
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(iii) |
the gain is effectively connected with your conduct of a trade or business in the United States.
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● |
In the case of a non-resident of the United States who is not a U.S. citizen at the time of death, securities are deemed to be situated outside the United States for purposes of the U.S. Federal estate tax and are not
includible in the gross estate for purposes of such tax.
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● |
A “backup withholding” tax and certain information reporting requirements may apply to payments of principal and interest on the securities made to certain non-corporate holders if such payments are made or are considered
made in the United States (including payments on securities made by wire transfer from outside the United States to an account maintained by the holder with the fiscal agent or any paying agent in the United States).
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● |
If the conditions relating to place of payment are satisfied, Non-U.S. Holders are generally exempt from these withholding and reporting requirements (assuming that the gain or income is otherwise exempt from U.S. Federal
income tax) but may be required to comply with certification and identification procedures in order to prove their exemption from the requirements.
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● |
Similar rules requiring reporting and withholding with respect to gross sale proceeds will apply to a Non-U.S. Holder who sells a security through a U.S. branch of a broker, and information reporting (but not backup
withholding) will apply to a Non-U.S. Holder who sells a security through a broker with certain connections to the United States.
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(i) |
the unconsolidated financial statements of the EIB prepared in accordance with the general principles of Directive 86/635/EEC of the Council of the European Communities of December 8, 1986 on the annual accounts and
consolidated accounts of banks and other financial institutions, as amended by Directive 2001/65/EC of September 27, 2001, by Directive 2003/51/EC of June 18, 2003 and by Directive 2006/46/EC of June 14, 2006 (the
“Directives”);
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(ii) |
the consolidated financial statements of the EIB prepared in accordance with the Directives; and
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(iii) |
the consolidated financial statements of the EIB prepared in accordance with International Financial Reporting Standards as adopted by the European Union.
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EUROPEAN INVESTMENT BANK
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By:
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/s/ Werner Hoyer | ||
Name: |
Werner Hoyer | |||
Title: |
President | |||
ISSUER
European Investment Bank
98-100, boulevard Konrad Adenauer L-2950 Luxembourg Grand Duchy of Luxembourg |
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LEGAL ADVISOR TO THE ISSUER
Cravath, Swaine & Moore LLP
CityPoint One Ropemaker Street London EC2Y 9HR United Kingdom |
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LEGAL ADVISOR TO THE UNDERWRITERS
Sullivan & Cromwell LLP
1 New Fetter Lane London EC4A 1AN United Kingdom |
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FISCAL AGENT, REGISTRAR, TRANSFER AGENT AND PAYING AGENT
Citibank, N.A., London Branch
Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom |
LISTING AGENT
Banque Internationale à Luxembourg S.A. 69, route d’Esch L-2953 Luxembourg Grand Duchy of Luxembourg |
INDEPENDENT AUDITORS
KPMG Audit Société à responsabilité limitée
39, avenue John F. Kennedy L-1855 Luxembourg
Grand Duchy of Luxembourg
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CIBC Capital Markets
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Citigroup
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Deutsche Bank
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