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Filed pursuant to Rule 424(b)(5)
Registration No. 333-251291
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PROSPECTUS SUPPLEMENT
(To Prospectus dated December 23, 2020) |
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Per Note
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Total
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|||||
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Public offering price (1)
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99.488
|
% |
|
$4,974,400,000
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||
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Underwriting discount
|
0.175
|
%
|
|
$8,750,000
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||
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Proceeds, before expenses, to the EIB (1)
|
99.313
|
% |
|
$4,965,650,000
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BNP PARIBAS
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CIBC Capital Markets
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Citigroup
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Prospectus Supplement
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Prospectus
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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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●
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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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●
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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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| 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. | |
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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 3.750% Notes due 2033.
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Ranking
|
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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February 14, 2033. |
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Interest Payment Dates
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February 14 and August 14 of each year, commencing on August 14, 2023.
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Record Dates
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The close of business on February 4 and August 4 (whether or not a business day) prior to each Interest Payment Date.
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Interest Rate
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3.750% 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 proceeds of the Notes will be allocated to the EIB’s lending to activities contributing substantially to climate change mitigation in line with evolving EU sustainable finance legislation.
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
|
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
|
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 February 14, 2023.
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Withholding Tax
|
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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●
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the United Nations 2030 Agenda for Sustainable Development (the “Agenda”), notably to taking on board in all actions and policy initiatives the Agenda’s Sustainable Development Goals; and |
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the Paris Climate Agreement (the “Paris Agreement”), notably to making finance flows consistent with a pathway towards low greenhouse gas emissions.
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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
|
Principal Amount
of Notes |
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BNP Paribas
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$
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1,666,666,000
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CIBC World Markets Corp.
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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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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;
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(b)
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to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, 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; or
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(c)
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otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
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(1)
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a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or
more individuals, each of whom is an accredited investor; or
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(2)
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a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,
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(A)
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to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
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(B)
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where no consideration is, or will be, given for the transfer;
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(C)
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where the transfer is by operation of law;
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(D)
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as specified in Section 276(7) of the SFA; or
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| (E) | as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) 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 the 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 14, 2022 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. US298785JV96, CUSIP No. 298785JV9 and Common Code No. 258686896.
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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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| ● | Amendment No. 6 to the Annual Report on Form 18-K/A for the fiscal year ended December 31, 2018, as filed with the SEC on October 9, 2019 (File No. 001-05001) |
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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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|||||||||
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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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|||||||||
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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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|||||||||
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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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|||||||||
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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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|||||||||
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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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|||||||||
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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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|||||||||
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Denmark
|
6,557,521,657
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5,972,639,556
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584,882,101
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|||||||||
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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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|||||||||
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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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|||||||||
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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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|||||||||
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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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|||||||||
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Czech Republic
|
2,206,922,328
|
2,010,081,290
|
196,841,038
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|||||||||
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Hungary
|
2,087,849,195
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1,901,628,594
|
186,220,601
|
|||||||||
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Ireland
|
1,639,379,073
|
1,493,158,667
|
146,220,406
|
|||||||||
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Romania
|
1,639,379,073
|
1,493,158,667
|
146,220,406
|
|||||||||
|
Croatia
|
1,062,312,542
|
967,562,174
|
94,750,368
|
|||||||||
|
Slovakia
|
751,236,149
|
684,231,479
|
67,004,670
|
|||||||||
|
Slovenia
|
697,455,090
|
635,247,290
|
62,207,800
|
|||||||||
|
Bulgaria
|
510,041,217
|
464,549,338
|
45,491,879
|
|||||||||
|
Lithuania
|
437,633,208
|
398,599,585
|
39,033,623
|
|||||||||
|
Luxembourg
|
327,878,318
|
298,634,014
|
29,244,304
|
|||||||||
|
Cyprus
|
321,508,011
|
292,831,891
|
28,676,120
|
|||||||||
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Latvia
|
267,076,094
|
243,254,895
|
23,821,199
|
|||||||||
|
Estonia
|
206,248,240
|
187,852,433
|
18,395,807
|
|||||||||
|
Malta
|
122,381,664
|
111,466,131
|
10,915,533
|
|||||||||
|
Total
|
248,795,606,881
|
226,604,891,420
|
22,190,715,461
|
|||||||||
| (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;
|
| (iv) |
the maturity date;
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| (v) |
the interest rate or method of determining the interest rate, if any;
|
| (vi) |
the interest payment dates, if any, and the dates from which interest accrues;
|
| (vii) |
any index, price or formula to be used for determining the amount of any payment of principal, premium or interest;
|
| (viii) |
any optional or mandatory redemption terms or purchase, repurchase or sinking fund provisions;
|
| (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;
|
| (x) |
the record date;
|
| (xi) |
the governing law of the securities; and
|
| (xii) |
any other terms of the securities.
|
| (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
|
| (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; or
|
| (iii) |
a default, as defined in any instrument evidencing, securing or protecting any indebtedness for borrowed money of the EIB, now or hereafter outstanding and maturing more than one year from the date of its creation, shall happen
and the maturity of such indebtedness shall have been accelerated so that the same shall have become due and payable prior to the date on which the same would otherwise have become due and payable and such acceleration shall not
have been rescinded or annulled.
|
| (i) |
no judgment or decree for the payment of amounts due thereon shall have been entered;
|
| (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
|
| (iii) |
all other defaults under the securities of such series shall have been made good.
|
| (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 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 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
|
| (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.
|
| (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;
|
| (iii) |
securing the securities pursuant to the requirements of the securities or otherwise;
|
| (iv) |
curing any ambiguity, or curing, correcting or supplementing any defective provision thereof; or
|
| (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.
|
| (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;
|
| (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.
|
| ● |
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.
|
| ● |
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.
|
| ● |
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.
|
| ● |
The discussion is based on current law. Changes in the law may change the tax treatment of the securities.
|
| ● |
The discussion does not cover state, local or non-U.S. law.
|
| ● |
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.
|
| ● |
We have not requested a ruling from the Internal Revenue Service (“IRS”) on the tax consequences of owning the securities. As a result, the IRS could disagree with portions of this discussion.
|
| ● |
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.
|
| ● |
an individual U.S. citizen or resident alien;
|
| ● |
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
|
| ● |
an estate or trust whose world-wide income is subject to U.S. Federal income tax.
|
| ● |
If you are a cash method taxpayer (including most individual holders), you must report interest in your income as you receive it.
|
| ● |
If you are an accrual method taxpayer, you must report interest in your income as it accrues.
|
| ● |
You will have taxable gain or loss equal to the difference between the amount received by you and your tax basis in the security. Your tax basis in the security is generally your cost, subject to certain adjustments.
|
| ● |
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.
|
| ● |
If you sell the security between interest payment dates, a portion of the amount you receive reflects interest that has accrued on the security but has not yet been paid by the sale date. That amount is treated as ordinary
interest income and not as sale proceeds.
|
| ● |
If you are a cash method taxpayer (including most individual holders), you will be taxed on the value of the foreign currency when you receive it (if you receive the foreign currency) or when you are deemed to receive it (if
you receive U.S. dollars). The value of the foreign currency will be determined using the “spot rate” in effect at such time.
|
| ● |
If you are an accrual method taxpayer, you will be taxed on the value of the foreign currency as the interest accrues on the Foreign Currency Securities. In determining the value of the foreign currency for this purpose, you
may use 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.
|
| ● |
When interest is actually paid, you will generally also recognize 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 on the date of receipt, and (b) the U.S. dollar amount previously included in income with respect to such payment. If you receive
interest in the form of U.S. dollars, clause (a) will be calculated on the basis of the value of the foreign currency you would have received instead of the U.S. dollars.
|
| ● |
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.
|
| ● |
Amounts treated as interest will be 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.
|
| ● |
Your tax basis in the foreign currency you receive (or are considered to receive) as interest will be the aggregate amount reported by you as income with respect to the receipt of the foreign currency. If you receive
interest in the form of foreign currency and subsequently sell that foreign currency, or if you are considered to receive foreign currency and that foreign currency is considered to be sold for U.S. dollars on your behalf,
additional tax consequences will apply as described in “—Sale of Foreign Currency” below.
|
| ● |
If you receive the principal payment on your Foreign Currency Securities in the form of U.S. dollars, you will be considered to have received the principal in the form of foreign currency and to have sold that foreign
currency for U.S. dollars.
|
| ● |
You will have taxable gain or loss equal to the difference between the amount received or deemed received 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. If you receive (or are considered to receive) foreign currency, that foreign currency is valued for this purpose at the spot rate of the foreign currency. 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 on the date of purchase.
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Any such gain or loss (except to the extent attributable to foreign currency 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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You will realize foreign currency gain or loss to the extent the U.S. dollar value of the foreign currency paid for the Foreign Currency Securities, based on the spot rate at the time you dispose of the securities, is greater
or less than the U.S. dollar value of the foreign currency paid for the securities, based on the spot rate at the time you acquired the securities. Any currency gain or loss will be ordinary income or loss. You will only
recognize such foreign currency gain or loss to the extent you have gain or loss, respectively, on the overall sale or retirement of the Foreign Currency Securities.
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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 value of the foreign currency on the settlement date of the sale or retirement of the securities. In all other cases, (i) you will
realize foreign exchange gain or loss to the extent the value of the foreign currency you receive (or are considered to receive) on the settlement date differs from the value of the foreign currency on the date of the sale or
retirement of the securities and (ii) your basis in the foreign currency received on the settlement date will equal the U.S. dollar value of the foreign currency received at the spot rate in effect on that date. If you receive
foreign currency on retirement of the securities and subsequently sell that foreign currency, or if you are considered to receive foreign currency on retirement of the securities and that foreign currency is considered to be
sold for U.S. dollars on your behalf, or if you sell the securities for foreign currency and subsequently sell that foreign currency, additional tax consequences will apply as described in “—Sale
of Foreign Currency” below.
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If you receive (or are considered to receive) foreign currency as principal or interest on a Foreign Currency Security, 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. Any such gain or loss is foreign currency gain or loss taxable as
ordinary income or loss.
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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 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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an individual that is a non-resident alien for U.S. Federal income tax purposes;
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a corporation (or an entity taxable as a corporation for U.S. Federal income tax purposes) organized or created under non-U.S. law; or
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an estate or trust that is not taxable in the United States on its world-wide income.
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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:
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| (i) |
you are an insurance company carrying on a U.S. insurance business to which the interest is attributable, within the meaning of the U.S. Internal Revenue Code of 1986, as amended; or
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| (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.
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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 the 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 | |||
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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 |
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INDEPENDENT AUDITORS
KPMG Audit Société à responsabilité limitée
39, avenue John F. Kennedy L-1855 Luxembourg
Grand Duchy of Luxembourg
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BNP PARIBAS
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CIBC Capital Markets
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Citigroup
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