Bond Euro Investment Bank 1.4% ( AU3CB0272201 ) in AUD

Euro Investment Bank

100 % ⇌

Luxembourg

AU3CB0272201 ( in AUD )

1.4% per year ( payment 1 time a year)

28/05/2030

Prospectus brochure of the bond European Investment Bank (EIB) AU3CB0272201 en AUD 1.4%, maturity 28/05/2030

500 000 AUD

450 000 000 AUD

28/05/2025 ( In 19 days )

The European Investment Bank (EIB) is the European Union's long-term lending institution, financing projects that contribute to EU policy objectives.

The Bond issued by Euro Investment Bank ( Luxembourg ) , in AUD, with the ISIN code AU3CB0272201, pays a coupon of 1.4% per year.
The coupons are paid 1 time per year and the Bond maturity is 28/05/2030

Information Memorandum

European Investment Bank

Australian Dollar Medium Term Note Programme

European Investment Bank is not a bank or authorised deposit-taking institution which is authorised under the
Banking Act 1959 of Australia. Notes are not the obligations of any government and, in particular, are not
guaranteed by the Commonwealth of Australia.

Each offer to purchase or invitation to buy Notes in Australia will constitute an offer or invitation which does not
require disclosure to investors under Parts 6D.2 or 7.9 of the Corporations Act 2001 of Australia and will comply
with Banking (Exemption) Order No. 82, such that the amount payable by each person who subscribes for or
purchases Notes must be at least A$500,000 (disregarding moneys lent by the offeror or its associates). Other
restrictions on offering and transfers of Notes are set out under "Subscription and Sale".

Application has been made for the Notes issued under the Programme to be admitted to the official list of and to
trading on the Bourse de Luxembourg, which is the regulated market of the Luxembourg Stock Exchange.
However, unlisted Notes may be issued pursuant to the Programme. The relevant Pricing Supplement (as
defined herein) in respect of the issue of any Notes will specify whether or not such Notes will be listed on the
Luxembourg Stock Exchange.

Arranger

Royal Bank of Canada

The date of this Information Memorandum is 30 July 2014

Contents
Important Notice
2
Information relating to the European Investment Bank
6
Definitions and Programme Summary
9
Terms and Conditions
15
Form of Pricing Supplement
32
Subscription and Sale
35
General Information
39
Directory
40

11879651_11
1

Important Notice

This Information Memorandum relates solely to the Programme established by the Issuer under which
Notes may be issued from time to time in an unlimited amount (each such term as defined below).

Date and currency of this Information Memorandum

This Information Memorandum has been prepared by the Issuer as at the Preparation Date (as
defined below). The delivery of the Information Memorandum at any time after the Preparation Date
does not imply that the information contained in it is accurate, timely and complete at any time
subsequent to the Preparation Date. Accordingly, neither the delivery of this Information
Memorandum, nor any offer or issue of Notes, implies or should be relied upon as a representation or
warranty that there has been no change (adverse or otherwise) since the Preparation Date in the
affairs or financial condition of the Issuer or that the information contained in this Information
Memorandum is correct at any time after the Preparation Date.

This Information Memorandum replaces the Information Memorandum dated 18 December 2009 for
Notes issued after the date hereof.

Responsibility for information

Except as expressly stated otherwise, this Information Memorandum has been prepared by, and
issued with the authority of, the Issuer.

The Issuer confirms that the information contained in this Information Memorandum as of the date
hereof is, in all material respects, true, complete, accurate and not misleading in the context in which it
appears and, subject to the reservations set out herein, assumes responsibility for such information.
The Issuer has made all reasonable inquiries to ensure that the above declaration is correct.

The only role of the Arranger and the Registrar (as defined below) in the preparation of this
Information Memorandum has been to confirm to the Issuer that the information as to their identity and
their respective descriptions under the heading "Programme Summary" and their respective
descriptions under the heading "Directory" are accurate as at the Preparation Date. Apart from the
foregoing, the Arranger, any Lead Manager (as defined below), any Dealer and the Registrar make no
representation or warranty, express or implied, as to and assume no responsibility or liability for the
authenticity, origin, validity, accuracy or completeness of, or any errors or omissions in, any
information, statement, opinion or forecast contained in this Information Memorandum or in any
accompanying, previous or subsequent material or presentation.

No other material authorised

The Issuer has not authorised any person to give any information or make any representations in
connection with the offering of the Notes other than those contained in this Information Memorandum.
The Issuer makes no representation or warranty as to and assumes no responsibility for the
authenticity, origin, validity, accuracy or completion of, or any errors or omissions in, any
accompanying, previous or subsequent material or presentation, except as expressly set out or stated
in such material or presentation. Any information or representation not contained in this Information
Memorandum, or as otherwise authorised in writing by the Issuer, must not be relied upon as having
been authorised by or on behalf of the Issuer, the Arranger, any Lead Manager, any Dealer or the
Registrar.

Not a bank or ADI under the Banking Act 1959 of Australia

The Issuer is not a bank or authorised deposit-taking institution ("ADI") which is authorised under the
Banking Act 1959 of Australia.

2

Intending purchasers to make independent investment decision and obtain tax advice

This information contains only summary information concerning the Notes. The information contained
in this Information Memorandum should not be considered or relied upon as a recommendation or
statement of opinion (or report of either of those things) by any of the Issuer, the Arranger, any Lead
Manager, any Dealer or the Registrar that any recipient of this Information Memorandum should
subscribe for, purchase, deal or otherwise acquire Notes or any rights in respect of Notes. Intending
purchasers should:
·
make and rely upon (and shall be taken to have made and relied upon) their own independent
investigation of the financial condition and affairs of, and their own appraisal of the
creditworthiness of, the Issuer;
·
determine for themselves the relevance of the information contained in this Information
Memorandum and must base their investment decision solely upon such independent
assessment and investigation as they consider necessary;
·
consult their legal advisers regarding any applicable legal requirements for the purchase or
holding of Notes and any foreign exchange restriction relating to the purchase or holding of
Notes or acceptance of the payments on Notes in any relevant country; and
·
consult their own tax advisers concerning the application of any tax laws applicable to their
particular situation.

No advice is given in respect of the legal or taxation treatment of investors or purchasers in connection
with an investment in any Notes or rights in respect of them and each investor is advised to consult its
own professional advisers.
The Arranger, any Lead Manager, any Dealer and the Registrar do not undertake to review the
financial condition or affairs of the Issuer at any time or to advise any holder of a Note of any
information coming to their attention with respect to the Issuer or the Notes.
This Information Memorandum is not intended to provide the basis of any credit or other valuation.
Use of Information Memorandum
This Information Memorandum may not be reproduced or used in whole or in part for any purpose
other than in conjunction with the issue of the Notes and admission to the official list of and to trading
on the Bourse de Luxembourg, which is the regulated market of the Luxembourg Stock Exchange, nor
furnished to any other person without the express written permission of the Issuer. The Luxembourg
Stock Exchange's regulated market is a regulated market for the purposes of Directive 2004/39/EC of
the European Parliament and of the Council of 21 April 2004 on markets in financial instruments.
Risks
Neither this document nor any other information supplied in connection with the Programme or the
issue of any Notes describes the risks of an investment in any Notes. Prospective investors should
consult their own professional, financial, legal and tax advisers about risks associated with an
investment in any Notes and the suitability of investing in the Notes in light of their particular
circumstances.

Distribution and selling restrictions

Each offer or invitation for applications to issue, sell or purchase Notes will constitute an offer or
invitation for which no disclosure to investors is required pursuant to Parts 6D.2 or 7.9 of the
Corporations Act. Accordingly, neither this Information Memorandum nor any other document in
connection with the Programme has been lodged with the Australian Securities and Investments
Commission ("ASIC"). The Information Memorandum is not a prospectus or other disclosure
document for the purposes of the Corporation Act.

The distribution and use of this Information Memorandum, and the offer or invitation for applications to
issue, sell or purchase, and the issue, sale or purchase of Notes, may be restricted by law in certain
jurisdictions and is subject to the selling restrictions set out in the section headed "Subscription and

3

Sale", and intending purchasers should inform themselves about them and observe any such
restrictions.

The Issuer, the Arranger, any Lead Manager, any Dealer and the Registrar do not represent that this
document may be lawfully distributed, or that any Notes may be lawfully offered for issue, sale or
purchase, or issued, sold or purchased, or applications invited for the issue, sale or purchase of
Notes, in compliance with any applicable registration or other requirements in any such jurisdiction, or
pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such
distribution or offering. In particular, no action has been taken by any of those parties which would
permit a public offering of any Notes or possession or distribution of this Information Memorandum or
any other offering material in any country or jurisdiction where action for that purpose is required.
Accordingly, no Notes may be offered for issue, sale or purchase, or issued, sold or purchased or
applications invited for the issue, sale or purchase, directly or indirectly, and neither this Information
Memorandum nor any advertisement or other offering material may be distributed or published in any
jurisdiction, except under circumstances that will result in compliance with any applicable laws and
directives and the Dealers have represented that the Dealers will comply with the laws of all applicable
jurisdictions.

Persons into whose possession this Information Memorandum or any Notes come must inform
themselves about, and observe, any such restrictions. In particular, a person may not (directly or
indirectly) offer for issue, sale or purchase or invite applications for the issue, sale or purchase of
Notes, nor distribute this Information Memorandum except if the issue, sale or purchase complies with
all applicable laws and directives.

No offer

This Information Memorandum does not, and is not intended to, constitute an offer or an invitation by
or on behalf of the Issuer, the Arranger, any Lead Manager, any Dealer or the Registrar (or, without
limitation, their respective subsidiaries, related bodies corporate, officers or employees) to subscribe
for, purchase, or otherwise deal in, any Notes.

References to ratings

There are references in this Information Memorandum to credit ratings. A credit rating is not a
recommendation to buy, sell or hold Notes and may be subject to revision, suspension or withdrawal
at any time by the relevant rating agency. Each credit rating should be evaluated independently of
any other credit rating.

Credit ratings are for distribution only to a person (a) who is not a "retail client" within the meaning of
section 761G of the Corporations Act and is also a sophisticated investor, professional investor or
other investor in respect of whom disclosure is not required under Parts 6D.2 or 7.9 of the
Corporations Act, and (b) who is otherwise permitted to receive credit ratings in accordance with
applicable law in any jurisdiction in which the person may be located. Anyone who is not such a
person is not entitled to receive this Information Memorandum and anyone who receives this
Information Memorandum must not distribute it to any person who is not entitled to receive it.

Disclosure of interest

In accordance with the provisions of the Corporations Act, the Arranger, any Lead Manager, any
Dealer, and the Registrar disclose that they, their subsidiaries, directors and employees may have
pecuniary or other interests in the Notes mentioned in this Information Memorandum, and may also
have interests pursuant to other arrangements and will receive fees, brokerage and commissions, and
may act as principal in any dealings in the Notes.

Documents incorporated by reference

Where the context so permits, the following documents are incorporated in and deemed to form part of
this Information Memorandum:

·
all amendments and supplements to this Information Memorandum prepared by the Issuer
from time to time;

·
the most recently published annual financial statements of the Issuer; and

4

·
all documents issued by the Issuer and stated to be incorporated in this Information
Memorandum by reference including, in the case of any series of Notes, a Pricing
Supplement.
This Information Memorandum shall, unless otherwise expressly stated, be read and construed on the
basis that such documents are so incorporated and form part of this Information Memorandum. Any
statement contained in this Information Memorandum or in any of the documents incorporated by
reference in, and forming part of this Information Memorandum, shall be modified or superseded for
the purpose of this Information Memorandum to the extent that a statement contained in any
document subsequently incorporated by reference modifies or supersedes such statement.

The annual financial statements of the Issuer may be obtained from visiting the Issuer's website
(www.eib.org). Copies of other documents incorporated by reference are available for inspection from
the Issuer and, on request (following reasonable written notice of such) from the Arranger, in each
case, at their respective offices.

The website address referred to above is provided for investor reference only. Its contents, which may
be supplemented, amended, modified or replaced from time to time, do not constitute part of this
Information Memorandum and are not incorporated by reference into this Information Memorandum.

Currency references

In this Information Memorandum references to "A$", "Australian Dollars" and "dollars" are to the
lawful currency of the Commonwealth of Australia and to "EUR", "euro" and "" are to the currency
introduced at the start of the third stage of European economic and monetary union pursuant to the
Treaty on the Functioning of the European Union, as amended.

5

Information relating to the European Investment Bank

Introduction

The Issuer is an autonomous public institution established by the Treaty on the Functioning of the
European Union, as amended and supplemented from time to time (as defined below). The Issuer's
capital is subscribed by the Member States of the European Union (as defined below). The Issuer has
never defaulted on the payment of principal of or interest on any security issued by it. The Issuer
grants finance, in particular in the form of loans and guarantees, for investments, utilising its own
capital resources and borrowings on capital markets. The Issuer is situated at 98-100, boulevard
Konrad Adenauer, L-2950 Luxembourg, Grand Duchy of Luxembourg.

Mission

Under the Treaty, the purpose of the Issuer is to contribute, mainly by having recourse to the capital
markets, to the balanced and steady development of a common market among Member States. To
that end, operating on a non-profit-making basis, the Issuer is required by the Treaty to grant loans
and give guarantees for projects which develop the less-developed regions of the EU and, where the
projects are of such size or nature that they cannot be entirely financed from resources available in the
individual Member States, for projects which modernise or develop undertakings or develop new
activities, or which are of common interest to several Member States. In addition, the Issuer grants
loans and gives guarantees for projects outside the EU, generally within the framework of agreements
between the EU and non-member states.

Constitution and Membership

The Issuer is separate from the EU institutions and it has its own governing bodies, sources of
revenues and financial operations and is solely responsible for its indebtedness. The Issuer is
governed by the provisions of the Treaty, the Statute (as defined below), and the Protocol on the
Privileges and Immunities of the European Union (as defined below).

The members of the Issuer are the 28 Member States of the EU and the following table sets out the
share of each Member State in the subscribed capital of the Issuer as of the date of this Information
Memorandum.
Country
EUR

Germany
39,195,022,000
France
39,195,022,000
Italy
39,195,022,000
United kingdom
39,195,022,000
Spain
23,517,013,500
Netherlands
10,864,587,500
Belgium
10,864,587,500
Sweden
7,207,577,000
Denmark
5,501,052,500
Austria
5,393,232,000
Poland
5,017,144,500
Finland
3,098,617,500
Greece
2,946,995,500
Portugal
1,899,171,000
Czech Republic
1,851,369,500
Hungary
1,751,480,000

6

Country
EUR
Ireland
1,375,262,000
Romania
1,270,021,000
Croatia
891,165,500
Slovakia
630,206,000
Slovenia
585,089,500
Bulgaria
427,869,500
Lithuania
367,127,000
Luxembourg
275,054,500
Cyprus
269,710,500
Latvia
224,048,000
Estonia
173,020,000
Malta
102,665,000
Total subscribed capital
243,284,154,500

The board of directors of the Issuer may require payment of the balance of the subscribed capital, to
such extent as may be required by the Issuer to meet its obligations. Each Member State shall make
this payment in proportion to its share of the subscribed capital in the currencies required by the Issuer
to meet these obligations.

Administration

The Issuer is directed and managed by a board of governors, a board of directors and a management
committee. The board of governors consists of government ministers, usually ministers of finance,
appointed by the Member States. The board of directors is composed of 29 directors and 19 alternate
directors, each appointed by the board of governors on nomination by the Member States and the
commission of the European Union. There are also six non-voting experts co-opted to the board of
directors. The management committee consists of the president and vice-presidents appointed for a
period of six years by the board of governors on a proposal from the board of directors.

Legal status

The Issuer has a legal personality and possesses in each Member State the most extensive legal
capacity accorded to legal persons under the laws of each such Member State. It may acquire and
transfer property and sue and be sued in its own name.

The Issuer and its assets, revenue and other property are exempt from all direct taxes of the Member
States. The Issuer is also exempt from any fiscal charges in respect of increases in its subscribed
capital or paid-in capital and from any related formalities in the Member State in which the Issuer has
its seat. The activities of the Issuer carried out under the terms of the Statute may not be the subject
of any turnover tax in the Member States.

The Treaty provides that the Court of Justice (as defined below) has exclusive jurisdiction in certain
cases involving the fulfilment by Member States of their obligations under the Statute and the
lawfulness of measures adopted by the board of governors and the Issuer's board of directors.
Subject to the foregoing exclusive jurisdiction of the Court of Justice, any litigation between the Issuer
and its creditors or debtors, including claims based on guarantees made by Member States, may be
determined by competent national courts. The property and assets of the Issuer within the Member
States are not, except by judicial decision and with the authorization of the Court of Justice, subject to
attachment or to seizure by way of execution.

Use of proceeds

The net proceeds to the Issuer from the sale of the Notes offered hereby will be used in the general
operations of the Issuer, including disbursements of loans granted by the Issuer prior to or after the

7

date of this Information Memorandum. Neither the particular projects for which, or borrowers to which,
loans will be made nor the countries in which such projects will be located have been identified.

8

Definitions and Programme Summary

Definitions
In this Information Memorandum the following words have these meanings unless the contrary
intention appears:
ADI means an "authorised deposit-taking institution" for the purposes of the Banking Act;
Arranger means Royal Bank of Canada (ABN 86 076 940 880);
Austraclear means Austraclear Ltd (ABN 94 002 060 773);
Austraclear Regulations means the regulations established by Austraclear (as amended or replaced
from time to time) to govern the use of the Austraclear System;
Austraclear System means the system operated by Austraclear for holding securities and electronic
recording and settling of transactions in those securities between participants of that system;
Australia means the Commonwealth of Australia or any of its territories and possessions;
Banking Act means the Banking Act 1959 of Australia;
Corporations Act means the Corporations Act 2001 of Australia;
Clearstream, Luxembourg means Clearstream Banking, société anonyme;
Court of Justice means the Court of Justice of the European Union in Luxembourg;
Dealer means any New Dealer (as defined in the Dealer Agreement) other than a Dealer who has
retired or whose appointment has expired or been terminated under clause 16.2 or 16.3 of the Dealer
Agreement;
Dealer Agreement means the Dealer Agreement for the Programme dated 30 July 2014 as otherwise
amended or restated from time to time;
EU means the European Union;
Euroclear means Euroclear Bank, S.A./N.V., as operator of the Euroclear System;
Issue Price means, in relation to a Note, the price as specified in the relevant Pricing Supplement;
Issuer means the European Investment Bank;
Lead Manager means, in relation to any Tranche of Notes issued under a syndicated issue, the
person defined as the lead manager in any applicable Pricing Supplement but only for so long as that
person has an obligation to subscribe for that Tranche under the relevant Subscription Agreement (as
defined in the Dealer Agreement);
Member States means Member States of the EU;
MTN Deed Poll means:
(a)
the Second MTN Deed Poll dated 30 July 2014; and
(b)
such other deed poll that supplements, amends, restates modifies or replaces the deed poll
referred to above, or which is otherwise acknowledged to be a deed poll for the purposes of
the Programme,
in each case, executed by the Issuer;

9