Obligation Euro Investment Bank 4.25% ( AU3CB0216505 ) en AUD

Euro Investment Bank

100 % ⇌

Luxembourg

AU3CB0216505 ( en AUD )

4.25% par an ( paiement annuel )

15/03/2019 - Obligation échue

Prospectus brochure de l'obligation European Investment Bank (EIB) AU3CB0216505 en AUD 4.25%, échue

1 000 AUD

550 000 000 AUD

La Banque européenne d'investissement (BEI) est l'institution de financement à long terme de l'Union européenne, soutenant des projets d'investissement dans les États membres de l'UE et dans les pays hors UE.

Le marché financier a récemment enregistré la maturation et le remboursement d'une obligation notable, l'instrument portant le code ISIN AU3CB0216505, émise par la European Investment Bank (EIB), une institution financière publique de l'Union européenne dont le siège est situé au Luxembourg, également son pays d'émission. En tant que bras financier de l'UE, la BEI est chargée de fournir des financements et une expertise pour des projets d'investissement solides et durables qui contribuent aux objectifs politiques de l'UE, tant au sein de l'Union qu'à l'extérieur, ce qui confère à ses émissions obligataires un profil de crédit élevé. L'obligation spécifiée, de type conventionnel, avait une taille totale d'émission de 550 millions de dollars australiens (AUD), la devise dans laquelle elle était libellée, et les investisseurs pouvaient y participer avec une taille minimale à l'achat de 1 000 AUD. Elle offrait un taux d'intérêt fixe de 4,25%, versé annuellement (fréquence de paiement 1), un rendement attractif pour les investisseurs recherchant une exposition au dollar australien avec une contrepartie de haute qualité. Arrivée à échéance le 15 mars 2019, cette obligation a été intégralement remboursée à sa valeur nominale, c'est-à-dire à 100% de son prix sur le marché, confirmant ainsi le respect de ses engagements par l'émetteur et offrant aux détenteurs un retour sur investissement complet au terme de la vie de l'instrument.

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 ("Banking Act") and nor is it supervised by the Australian Prudential Regulation
Authority ("APRA"). The Notes are not the obligations of any government and, in particular, are not guaranteed by
the Commonwealth of Australia. The depositor protection provisions in Division 2 of Part II of the Banking Act do
not apply to European Investment Bank. No Notes shal be "protected accounts" or "deposit liabilities" within the
meaning of the Banking Act and an investment in any Notes will not be covered by the depositor protection
provisions in section 13A of the Banking Act and wil not be covered by the Australian Government's bank deposit
guarantee (also commonly referred to as the Financial Claims Scheme).
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 No. 1 of 2018 dated 21 March 2018 promulgated by APRA as if it applied to European
Investment Bank mutatis mutandis (and which, as at the date of this Information Memorandum, requires all offer
and transfers of any parcels of Notes to be for an aggregate principal amount of at least A$500,000). Other
restrictions on offering and transfers of Notes are set out under "Subscription and Sale".
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. 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 16 December 2021

Contents
Important Notice
2
Information relating to the European Investment Bank
7
Definitions and Programme Summary
11
Terms and Conditions
17
Form of Pricing Supplement
33
Subscription and Sale
37
Australian Taxation
42
General Information
43
Directory
44

46270715_17
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).
Terms used in this Information Memorandum but not otherwise defined have the meanings given to
them in the section entitled "Definitions and Programme Summary - Definitions" and/or will otherwise be
interpreted as provided in the Terms and Conditions.
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 30 July 2014 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 (each 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 in the sections entitled "Definitions and Programme Summary - Programme
Summary" and "Directory" are accurate as at the Preparation Date. Apart from the foregoing, none of
the Arranger, the Lead Managers (as defined below), the Dealers and the Registrar has independently
verified the information contained in this Information Memorandum. Accordingly, no representation,
warranty or undertaking, express or implied, is made and no responsibility or liability is accepted, by any
of them as to 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 in connection with the Programme or
any Notes.
Each of the Arranger, the Dealers and the Registrar expressly do not undertake to review the financial
condition or affairs of the Issuer or any of its affiliates at any time or to advise any Noteholder, any
potential investor in Notes or any other person of any information coming to their attention with respect
to the Issuer, the Programme or the Notes and make no representations as to the ability of the Issuer
to comply with its obligations under the Notes. None of the Arranger, the Dealers or the Registrar make
any representation as to the performance of the Issuer, the maintenance of capital or any particular rate
of return, nor does any of the Arranger, the Dealer or the Registrar guarantee the payment of capital or
any particular rate of capital or income return, in each case, on the Notes.
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

2

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.
Intending purchasers to make independent investment decision and obtain professional advice
This Information Memorandum contains only summary information concerning the Issuer, the
Programme and the Notes. Neither the information contained in this Information Memorandum nor any
other information supplied in connection with the Programme or the issue of any Notes (1) is intended
to provide the basis of any credit or other evaluation and should not be considered or relied upon as a
recommendation or a statement of opinion (or a 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 (or any other information supplied in connection with the Programme or the issue of any
Notes) should subscribe for, purchase or otherwise deal in any Notes or any rights in respect of any
Notes, or (2) describes the risks of an investment in any 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 and the risks of an investment in any Notes;
·
determine for themselves the relevance of the information contained in this Information
Memorandum (including all information incorporated by reference and forming part of this
Information Memorandum) and any other information supplied in connection with the
Programme or the issue of any Notes, and must base their investment decision solely upon
such independent assessment and such investigations as they consider necessary; and
·
consult their own financial, legal, tax and professional advisers about the risks associated with
an investment in any Notes and the suitability of investing in the Notes in light of their particular
circumstances.
No accounting, regulatory, investment, legal, tax or other professional advice is given in respect of an
investment in any Notes or rights in respect of them.
In particular, if any financial product advice is, in fact, held to have been given by the Issuer in relation
to Notes issued in connection with this Information Memorandum, it is general advice only. The Issuer
is not licensed to provide financial product advice in relation to Notes. No cooling-off regime applies to
investors of Notes.
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 2014/65/EU of
the European Parliament and of the Council of 15 May 2014, as amended ("MiFID II") on markets in
financial instruments.
Distribution and selling restrictions
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 intending purchasers and other investors should inform themselves about them and
observe any such restrictions.
In particular:
·
this Information Memorandum is not a prospectus or other disclosure document for the
purposes of the Corporation Act. Neither this Information Memorandum nor any other
disclosure document in connection with the Programme or the Notes has been, or will be,
lodged with the Australian Securities and Investments Commission ("ASIC"); and

3

·
no action has been taken which would permit a public offering of the Notes or distribution of this
Information Memorandum or offering material relating to any Notes in any jurisdiction where
action for that purpose is required (including circumstances that would require disclosure under
Parts 6D.2 or 7.9 of the Corporations Act).
For a description of certain restrictions on offers, sales and deliveries of the Notes, and on distribution
of this Information Memorandum and any other offering material relating to any Notes, see the selling
restrictions set out in the section entitled "Subscription and Sale".
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. 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.
Agency and distribution arrangements
Each of the Arranger, any Lead Manager, any Dealer and the Registrar is acting solely as an arm's
length contractual counterparty and not as an advisor or fiduciary to the Issuer. Further, neither the
receipt of this Information Memorandum or any other material relating to the Programme or the issue of
any Notes by any person nor any other matter shall be deemed to create or give rise to an advisory or
fiduciary duty or relationship between the Arranger, a Lead Manager, a Dealer or the Registrar and that
person.
The Arranger, any Lead Manager, any Dealer, and the Registrar and each of their respective affiliates,
related entities, partners, directors, officers and employees or the funds which they manage or advise
or the funds within which they may have a direct or indirect interest, may from time to time have long or
short positions in, or buy and sell (on a principal basis or otherwise), or have pecuniary or other interests
in, or act as a market maker, in the Notes or securities, derivatives, commodities, futures or options

4

identical or related to the Notes and may also receive fees, brokerage and commissions and may act
as principal in any dealings in the Notes.
The Issuer may pay fees to the Registrar for undertaking its role and reimburse it for certain of its
expenses incurred in connection with the Programme and the offer and sale of Notes. The Issuer may
also pay a Lead Manager, a Dealer or any other person a fee in respect of the Notes subscribed by it
and may reimburse the Lead Managers or Dealers for certain expenses incurred in connection with the
Programme and indemnify the Dealers against certain liabilities in connection with the offer and sale of
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:
·
the most recently published annual audited financial statements of the Issuer;
·
the most recently published semi-annual unaudited condensed financial statements of the
Issuer (if any);
·
all amendments and supplements to this Information Memorandum prepared by the Issuer from
time to time; and
·
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, replaced or
superseded for the purpose of this Information Memorandum to the extent that a statement contained
in any document subsequently incorporated by reference modifies, replaces or supersedes such
statement (including whether expressly or by implication or in whole or in part). Any statement so
modified, replaced or superseded shall not be deemed, except as so modified, replaced or superseded,
to constitute a part of this Information Memorandum.
The annual audited financial statements of the Issuer may be obtained from 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.
No other information, including any information in any document incorporated by reference in a
document incorporated herein or documents or information that is publicly filed, is incorporated by
reference into this Information Memorandum unless otherwise expressly stated.
Any internet site addresses provided in this Information Memorandum (including the website address
referred to above) are provided for investor reference only and, unless expressly stated otherwise, the
content of any such internet site is not incorporated by reference into, and does not form part of, this
Information Memorandum.
Supplementing this document
A Pricing Supplement or a supplement to this Information Memorandum may supplement, amend,
modify or replace any statement or information set out in a Pricing Supplement or incorporated by
reference in this Information Memorandum or a supplement to this Information Memorandum.
Currency references
In this Information Memorandum a reference to "Australian Dollars", "A$" or "dollars" is a reference 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

MiFID II Product Governance / Target Market
The Pricing Supplement in respect of any Notes may include a legend which will outline the target market
assessment in respect of the Notes and which channels for distribution of the Notes are appropriate.
Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into
consideration the target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the
target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue as to whether, for the purpose of the Market in
Financial Instruments Directive Product Governance rules under EU Delegated Directive 2017/593 (the
"MiFID II Product Governance Rules"), any Lead Manager or Dealer subscribing for any Notes is a
manufacturer in respect of such Notes, but otherwise none of the Arranger, any Lead Managers or any
Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID II Product
Governance Rules. The Issuer does not fall under the scope of application of the MiFID II package.
Consequently, the Issuer does not qualify as an "investment firm", "manufacturer" or "distributor" for the
purposes of MiFID II.
UK MiFIR Product Governance / Target Market
The Pricing Supplement in respect of any Notes may include a legend which will outline the target market
assessment in respect of the Notes and which channels for distribution of the Notes are appropriate.
Any person subsequently offering, sel ing or recommending the Notes (a "distributor") should take into
consideration the target market assessment; however, a distributor subject to the FCA Handbook
Product Intervention and Product Governance Sourcebook, as amended from time to time (the "UK
MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment
in respect of the Notes (by either adopting or refining the target market assessment) and determining
appropriate distribution channels.
A determination will be made in relation to each issue as to whether, for the purpose of the UK MiFIR
Product Governance Rules, any Lead Manager or Dealer subscribing for any Notes is a manufacturer
in respect of such Notes, but otherwise none of the Arranger, any Lead Managers or any Dealers nor
any of their respective affiliates will be a manufacturer for the purpose of the UK MiFIR Product
Governance Rules. The Issuer does not fall under the scope of application of Regulation (EU) No
600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial
instruments and amending Regulation (EU) No 648/2012, as amended from time to time, as it forms
part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended from time
to time ("UK MiFIR") package. Consequently, the Issuer does not qualify as an "investment firm",
"manufacturer" or "distributor" for the purposes of UK MiFIR.
Product classification pursuant to section 309B of the Securities and Futures Act (Chapter 289)
of Singapore
The relevant Pricing Supplement in respect of any Notes will include a legend entitled "Notification under
Section 309B of the Securities and Futures Act, Chapter 289 of Singapore" (or a like expression) which
will state the product classification of the Notes pursuant to section 309B of the Securities and Futures
Act, Chapter 289 of Singapore (as modified or amended from time to time) (the "SFA"). The Issuer will
make a determination in relation to each issue about the classification of the Notes being offered for
purposes of section 309B of the SFA. Any such legend included on the relevant Pricing Supplement
wil constitute notice to "relevant persons" for purposes of 309B of the SFA.

6

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 (the "TFEU"). The Issuer's capital
is subscribed by the member states (the "Member States" and each a "Member State") of the European
Union (the "EU"). 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 TFEU, the purpose of the Issuer is to contribute, mainly by having recourse to the capital
markets and utilising its own resources, to the balanced and steady development of the internal market
in the interest of the EU. For this purpose, operating on a non-profit-making basis, the Issuer is required
by the TFEU to grant loans and give guarantees in all sectors of the economy 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 convert undertakings or develop new activities called for by the establishment or
functioning of the internal market, 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 principally
governed by certain provisions of the TFEU and the Treaty on European Union, as amended and
supplemented from time to time (the "TEU"), the Statute of the Issuer, as amended and supplemented
from time to time (the "Statute"), which is annexed to the TEU and TFEU as Protocol (No 5) on the
Statute of the European Investment Bank, and Protocol (No 7) on the Privileges and Immunities of the
European Union, as amended and supplemented from time to time, which is annexed to the TEU and
TFEU (the "Protocol").
The TFEU establishes the Issuer and defines the mission of the Issuer. The Statute sets forth the
objectives, structure, capital, membership, financial resources, means of intervention and auditing
arrangements of the Issuer. The Protocol gives the Issuer a range of privileges and immunities
considered necessary for the performance by the Issuer of its tasks and other functions.
The TFEU provides that the members of the Issuer shall be the Member States. As a result, as of the
date of this Information Memorandum, the shareholders of the Issuer are the 27 Member States of the
EU. 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
Subscribed
Uncalled /
Called / Paid-in
Capital (in EUR)
Callable Capital
Capital (in EUR)
(in EUR)

Germany
46,722,369,149
42,555,081,742
4,167,287,407
France
46,722,369,149
42,555,081,742
4,167,287,407
Italy
46,722,369,149
42,555,081,742
4,167,287,407
Spain
28,033,421,847
25,533,049,371
2,500,372,476
Belgium
12,951,115,777
11,795,972,691
1,155,143,086
Netherlands
12,951,115,777
11,795,972,691
1,155,143,086
Poland
11,366,679,827
10,352,856,629
1,013,823,198

7

Country
Subscribed
Uncalled /
Called / Paid-in
Capital (in EUR)
Callable Capital
Capital (in EUR)
(in EUR)

Sweden
8,591,781,713
7,825,458,763
766,322,950
Denmark
6,557,521,657
5,972,639,556
584,882,101
Austria
6,428,994,386
5,855,575,961
573,418,425
Finland
3,693,702,498
3,364,251,741
329,450,757
Greece
3,512,961,713
3,199,631,688
313,330,025
Portugal
2,263,904,037
2,061,980,655
201,923,382
Czech Republic
2,206,922,328
2,010,081,290
196,841,038
Hungary
2,087,849,195
1,901,628,594
186,220,601
Ireland
1,639,379,073
1,493,158,667
146,220,406
Romania
1,639,379,073
1,493,158,667
146,220,406
Croatia
1,062,312,542
697,562,174
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
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

As of 1 February 2020, in accordance with Article 50 of the TEU and the Agreement on the withdrawal
of the United Kingdom of Great Britain and Northern Ireland from the European Union and the European
Atomic Energy Community (the "Withdrawal Agreement"), the United Kingdom ceased to be a Member
State. The withdrawal of the United Kingdom from the EU automatically resulted in the termination of
its membership of the Issuer and its share of the Issuer's subscribed capital. Effective 1 February 2020,
the share of the United Kingdom in respect of the Issuer's subscribed capital was ful y replaced by a pro
rata capital increase of the remaining Member States.
The Withdrawal Agreement contains, among other things, several provisions governing the financial
settlement in respect of the Issuer as a result of the termination of UK membership of the Issuer. In
accordance with the provisions of Article 150 of the Withdrawal Agreement, the United Kingdom remains
liable, up to its former share of the subscribed capital in the Issuer, for the Issuer's pre-withdrawal
exposure. The United Kingdom also remains liable for other Issuer risks provided that such risks are
not related to post-withdrawal lending.
In addition, in accordance with the provisions of Article 150 of the Withdrawal Agreement, the Issuer
shall pay to the United Kingdom an amount equal to the former UK share of the paid-in capital of the
Issuer (which stood at EUR 3,495,903,950 immediately prior to the date of withdrawal of the United
Kingdom) in twelve annual instalments. The first two instalments in the amount of EUR 300,000,000
each were instructed by the Issuer and paid on or about 15 October of 2020 and 2021 respectively. The
following nine instalments, each equal to EUR 300,000,000, shall be due on or about 15 October of
each year starting in 2022. The balance of EUR 195,903,950 shall be due on or about 15 October 2031.
Except for such repayment of the UK paid-in capital, the Issuer shall not be obliged to make any other
payment, return or remuneration to the United Kingdom in connection with the termination of its

8

membership of the Issuer or on account of the retention by the United Kingdom of certain liabilities as
described in the relevant provisions of the Withdrawal Agreement.
The Statute provides that the Member States shall be liable only up to the amount of their share of the
capital subscribed and not paid up. 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.
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 governors lays down general directives on the credit
policy of the Issuer and ensures that such directives are implemented. In addition, the board of
governors decides on increases in the subscribed capital and the Issuer's participation in financing
operations outside the EU. Decisions of the board of governors are based on a voting regime ranging
from simple majority (representing at least 50% of the subscribed capital) and qualified majority
(requiring 18 votes in favour and 68% of the subscribed capital) to unanimity.
The board of directors is composed of 28 directors and 31 alternate directors, each appointed for a
period of five years by the board of governors on nomination by the Member States and the Commission
of the EU. There are also six non-voting experts co-opted to the board of directors. Functions of the
board of directors include, but are not limited to, the following: (a) taking decisions in respect of granting
finance, in particular, in the form of loans and guarantees, and raising loans; (b) fixing the interest rates
on loans granted and the commission and other charges; and (c) ensuring that the Issuer is managed
in accordance with the provisions of the TFEU and the Statute and the general directives laid down by
the board of governors. Decisions of the board of directors are based on a voting regime ranging from
one third of its members (representing at least 50% of the subscribed capital) and qualified majority
(requiring 18 votes in favour and 68% of the subscribed capital) to unanimity. The board of directors
may also delegate some of its functions to the management committee.
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. The management committee
as the executive body of the Issuer is responsible for the day-to-day business of the Issuer. The
management committee prepares the decisions of the board of directors, in particular, the decisions on
the raising of loans and the granting of finance, in particular, in the form of loans and guarantees, and it
ensures that such decisions are implemented. The management committee acts by a majority when
delivering opinions on proposals for raising loans or granting finance, in particular in the form of loans
and guarantees.
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 property of the Issuer is exempt from all forms of requisition or expropriation. The archives of the
Issuer are inviolable. The Issuer and its assets, revenue and other property are exempt from all direct
taxes of the Member States. In addition, the Issuer is 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. Similarly, its dissolution or liquidation will not give rise to any imposition
of fiscal charges in the Member States. The activities of the Issuer carried out in accordance with the
Statute may not be the subject of any turnover tax in the Member States. Furthermore, the members of
the Issuer's organs and its staff are immune from legal proceedings in the territory of each Member
State in respect of acts performed by them in their official capacity and continue to enjoy such immunity
after they have ceased to hold office. The Issuer is, however, required to waive such immunity wherever
it considers that such waiver is not contrary to its interests.
The TFEU provides that the Court of Justice of the European Union having its seat in Luxembourg (the
"European Court of Justice") has exclusive jurisdiction in certain cases involving, among other matters,
the fulfilment by Member States of their obligations under the Statute and the lawfulness of measures
adopted by the Issuer's board of governors and the Issuer's board of directors. Subject to the foregoing
exclusive jurisdiction of the European Court of Justice, any litigation between the Issuer and its creditors

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