Obligation European Investment Bank (EIB) 2.4% ( XS0132108704 ) en GBP

European Investment Bank (EIB)

100 % ▲

Luxembourg

XS0132108704 ( en GBP )

2.4% par an ( paiement annuel )

22/07/2030

Prospectus brochure de l'obligation European Investment Bank (EIB) XS0132108704 en GBP 2.4%, échéance 22/07/2030

10 000 GBP

125 000 000 GBP

22/07/2024 ( Dans 66 jours )

L'Obligation émise par European Investment Bank (EIB) ( Luxembourg ) , en GBP, avec le code ISIN XS0132108704, paye un coupon de 2.4% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 22/07/2030

OFFERING CIRCULAR
£75,000,000
2.40 per cent. Retail Prices Index Linked Notes due 2030
(to be consolidated and form a single series with the existing £50,000,000 2.40 per cent.
Retail Prices Index Linked Notes due 2030 issued on 23rd July, 2001)
Issue Price: 112.721 per cent.
(plus 134 days' accrued interest)
Interest on the £75,000,000 2.40 per cent. Retail Prices Index Linked Notes due 2030 (the "Notes") will be
subject to indexation as described in the terms and conditions of the Notes payable semi-annually in arrear
on 22nd January and 22nd July in each year, the first payment being made on 22nd July, 2004. For the
avoidance of doubt, interest in respect of the period up to and including 21st January, 2004 has already been
paid and no interest in respect of that period will be payable on the Notes now being issued.
Application has been made to list the Notes on the Luxembourg Stock Exchange.
The Notes will, unless previously redeemed or purchased and cancelled, be redeemed at their Redemption
Amount as described in the terms and conditions of the Notes, on 22nd July, 2030.
The Notes will from 4th June, 2004 (the "Closing Date") be represented by a permanent Global Note which
is expected to be deposited with a common depositary for Euroclear Bank S.A./N.V. as operator of the
Euroclear System ("Euroclear Bank") and Clearstream Banking, société anonyme ("Clearstream,
Luxembourg"), on the Closing Date and which will be exchangeable for definitive Notes in the limited
circumstances set out in such Global Note and described under "Summary of Provisions relating to the Notes
while in Global Form" below.
On the Closing Date, the Notes will be consolidated with the existing £50,000,000 2.40 per cent. Retail
Prices Index Linked Notes due 2030 of European Investment Bank issued on 23rd July, 2001 (the "Existing
Notes") so as to form a Single Series therewith.
Deutsche Bank
2nd June, 2004

European Investment Bank ("EIB"), having made all reasonable enquiries, confirms that this Offering
Circular contains all information with regard to EIB and the Notes which is material in the context of the
Notes, that such information is true and accurate in all material respects and is not misleading, that the
opinions and intentions expressed herein are honestly held and that there are no other facts the omission of
which makes this Offering Circular as a whole or any of such information or the expression of any such
opinions or intentions misleading. EIB accepts responsibility accordingly.
No person has been authorised to give any information or to make any representations, unless contained in
this document, in connection with the issue, purchase or sale of the Notes and any information or
representations not contained herein must not be relied upon as having been authorised by EIB.
Neither the delivery of this document nor any purchase, offering or sale made in connection herewith shall,
under any circumstances, constitute a representation or create any implication that there has been no change
since the date of this document in the affairs of EIB or that other information contained herein has remained
accurate and complete.
The distribution of this Offering Circular and the offering or sale of the Notes in certain jurisdictions may
be restricted by law. Persons into whose possession this Offering Circular comes are required by EIB and
the Manager (as defined in "Subscription and Sale" below) to inform themselves about and to observe any
such restrictions. For a description of certain restrictions on offers and sales of Notes and on distribution of
this Offering Circular see "Subscription and Sale" below.
References herein to "pounds sterling" or "£" are to the currency of the United Kingdom. References herein
to "euro" or "EUR" are to the lawful currency of the member states of the European Union that adopt the
single currency in accordance with the Treaty establishing the European Community, as amended.
In connection with this issue, Deutsche Bank AG London may over-allot or effect transactions which
stabilise or maintain the market price of the Notes and the Existing Notes at a level which might not
otherwise prevail. Such stabilising, if commenced, may be discontinued at any time.
TABLE OF CONTENTS
Page
Terms and Conditions of the Notes ..................................................................................................
3
Summary of Provisions relating to the Notes while in Global Form ................................................
9
Use of Proceeds ................................................................................................................................
10
Subscription and Sale ........................................................................................................................
11
General Information ..........................................................................................................................
12
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TERMS AND CONDITIONS OF THE NOTES
There follows the text of the terms and conditions to which (subject to completion and amendment) the Notes
will be subject:
The 2.40 per cent. Retail Prices Index Linked Notes due 2030 (the "Notes") of European Investment Bank
("EIB") are issued in an aggregate nominal amount of £125,000,000 of which £50,000,000 were issued on
23rd July, 2001 (the "Existing Notes") and £75,000,000 were issued on 4th June, 2004 (the "Further Notes").
The Existing Notes and the Further Notes are referred to as the "Notes". In connection with the Notes, EIB
has entered into a fiscal and paying agency agreement dated 23rd July, 2001 as supplemented by a First
Supplemental Fiscal and Paying Agency Agreement dated 4th June, 2004 (together the "Fiscal Agency
Agreement") made between EIB as issuer, The Bank of New York as fiscal agent and principal paying agent
and the other paying agents named therein. The fiscal agent and principal paying agent and the paying agents
for the time being are referred to below respectively as the "Fiscal Agent" and the "Paying Agents" (which
expression shall include the Fiscal Agent). Certain statements in these Terms and Conditions are summaries
of, and are subject to, the detailed provisions of the Fiscal Agency Agreement. Copies of the Fiscal Agency
Agreement are available for inspection at the specified offices of the Paying Agents. The holders of the
Notes, the Coupons and the Talons (as defined below) are entitled to the benefit of, are bound by, and are
deemed to have notice of, all the provisions of the Fiscal Agency Agreement. For the purposes of these Terms
and Conditions references to Coupons shall, where the context permits, be deemed to include Talons.
1.
Form, Denomination and Title
The Notes are issued in bearer form in the denomination of £1,000 with interest coupons ("Coupons") and
talons for further coupons ("Talons") attached.
Title to the Notes and Coupons will pass by delivery. EIB and the Paying Agents may treat the bearer of each
Note or Coupon as the absolute owner thereof for all purposes.
2.
Interest
The Further Notes will bear interest from 22nd January, 2004.
Payments of interest will be made on 22nd January and 22nd July in each year (each an "Interest Payment
Date") each in an amount of £12 per Note of £1,000 nominal amount, in each case such rate being subject
to indexation as provided in Condition 3. For the avoidance of doubt, interest in respect of the period up to
and including 21st January, 2004 has already been paid and no interest in respect of that period will be
payable on the Further Notes.
Where interest is to be calculated in respect of a period of less than one Interest Period, it will be calculated
in respect of each Note of £1,000 nominal amount as the actual number of days elapsed in such lesser period
(from and including the first day of such period, to but excluding the last) divided by the actual number of
days in the Interest Period during which such lesser period falls and multiplied by £12 subject to indexation
as provided in Condition 3. For the purposes of these Terms and Conditions "Interest Period" means each
period from and including an Interest Payment Date (or, as the case may be, 22nd January, 2004) to but
excluding the next Interest Payment Date.
The Fiscal Agent shall calculate the amount of interest payable on each Note on each Interest Payment Date
in accordance with these Terms and Conditions, shall notify such amount to EIB and the Luxembourg Stock
Exchange and shall publish or cause to be published a notice thereof in accordance with Condition 13 as
soon as possible after its determination but in no event later than the day on which banks are open for
business in the city in which the specified office of the Fiscal Agent is located immediately preceding the
previous Interest Payment Date.
The Notes will cease to bear interest from the due date for redemption or repayment unless, upon due
presentation, payment is improperly withheld or refused.
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3.
Indexation
Unless otherwise provided herein, the amount payable on redemption or repayment of the Notes and the rate
of interest (each expressed as an amount per Note of £1,000 nominal amount and truncated after two decimal
places without rounding) payable in respect of each Interest Period (or such other period for which interest
is to be calculated) shall be the nominal amount or, as the case may be, the rate of interest provided elsewhere
in these Terms and Conditions in each case multiplied by the Index Ratio applicable to the month in which
such redemption or repayment takes place or the payment of interest falls due.
For the purposes of these Terms and Conditions:
"Index" means, subject to Conditions 5 and 7, the United Kingdom Retail Prices Index (for all items)
published by the United Kingdom Office for National Statistics, or any index that replaces the Index for the
purpose of calculating amounts payable under the Reference Gilt;
Any reference to the Index figure "applicable to" any month shall (subject to Condition 5) be construed as
a reference to the Index figure published seven months prior to the relevant month and relating to the month
immediately preceding that prior month;
"Index Ratio" applicable to any month means the Index figure applicable to such month divided by the Base
Index;
"Base Index" means, subject to Condition 4, the Index figure applicable to July 2001, being 172.1;
"Reference Gilt" means 4.125 per cent. Index-Linked Treasury Stock due 2030 or, if such stock is not in
existence or, in the opinion of the Expert (as defined below), is no longer the most appropriate reference
government stock for the Notes (by reason of illiquidity), such other stock issued by or on behalf of HM
Treasury as the Expert may consider to be the most appropriate reference government stock for the Notes,
provided that such determination would not be materially detrimental to the interests of EIB having regard
solely to the obligations of EIB under the Notes. In determining whether any determination is materially
detrimental to EIB, the Expert shall assume that any use of a proposed substitute index and/or a proposed
adjusted rate of interest would be materially detrimental if it would cause the net present value of payments
to be made by EIB under the Notes to represent a net increase of the cost under the Notes to EIB. The Expert
will seek where possible to select a replacement stock that uses the same index for the purposes of
calculating amounts payable pursuant to the terms of that stock, as the index used for calculating amounts
payable under the Original Reference Gilt (or the then current Reference Gilt where the Original Reference
Gilt has previously been replaced pursuant to this Clause); and
"Expert" means an expert appointed by EIB following consultation with the relevant United Kingdom
authorities and the President of the United Kingdom Institute of Actuaries.
4.
Re-basing of Index
If the Index is revised to a new base, then with effect from the calendar month in which such revision takes
effect (the "Revision Month"), it will be necessary to calculate and use a notional Index figure in substitution
for the Index figure applicable to the month in which repayment takes place and/or an interest payment falls
due ("the month of payment"). This notional Index figure will be calculated by multiplying the actual
published Index figure applicable to the month of payment by a fraction equal to the Index figure on the old
base for the Revision Month divided by the Index figure on the new base for the Revision Month. This
procedure will be used for each occasion on which a revision is made during the life of the Notes.
5.
Failure of Index to be published
If the Index for a month for which it is relevant for the purposes of the Notes has not been published by the
third London Business Day before the relevant Interest Payment Date or the third London Business Day
before the relevant redemption or repayment date, the Index figure applicable for such purposes shall be:
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(a)
such substitute Index figure (if any) as is nominated or published by the Bank of England (or such other
United Kingdom authority as may be appropriate) for the relevant month for the purpose of the
Reference Gilt; or
(b)
if no such substitute Index figure is nominated or published, the Index figure most recently published
prior to such month.
In either case, such Index figure shall be final and no further payment by way of adjustment shall be made,
notwithstanding that the Index figure for the relevant month may subsequently be published.
For the purposes of these terms and conditions "London Business Day" shall mean a day on which
commercial banks and foreign exchange markets settle payments in London.
6.
Redemption and Issuer's Call Option
Unless previously redeemed or purchased and cancelled as described herein, the Notes will be redeemed at
an amount (the "Redemption Amount") equal to their nominal amount subject to indexation as provided in
Condition 3, on 22nd July, 2030.
EIB may, having given not less than 30 nor more than 90 days' notice to the holders of the Notes in
accordance with Condition 13 (which notice shall be irrevocable), redeem all or some only of the Notes at
any time at an amount (the "Adjusted Redemption Amount") equal to their nominal amount multiplied by
the Adjusted Redemption Price (as defined below), together with interest (if any) accrued up to the date of
redemption which interest shall be subject to indexation as provided in Condition 3. For the purpose of such
redemption EIB shall appoint an Expert to calculate the Adjusted Redemption Price.
For the purposes of these Terms and Conditions:
"Adjusted Redemption Price" means a price expressed as a percentage (rounded to six decimal places with
0.0000005 being rounded up) equal to the higher of the following:
(a)
the Index Ratio applicable to the month in which such redemption takes place (an Index Ratio of 1
being expressed as 100 per cent.); and
(b)
the price at which the Gross Real Yield of the Notes, if they were to remain outstanding to their original
maturity, would be equal to the Gross Real Yield of the Reference Gilt on the Calculation Date on the
basis of the Middle Market Price, as determined by the Expert. If the Reference Gilt does not have the
same maturity as the Notes, the Expert may calculate a reference yield interpolating for the maturity of
the Notes between two suitable stocks issued by or on behalf of HM Treasury.
"Calculation Date" means the third London Business Day prior to the publication of the notice of
redemption.
"Gross Real Yield" on the Notes and the Reference Gilt will be expressed as a percentage per annum (on a
semi-annual basis) and will be calculated on the basis indicated in the United Kingdom Debt Management
Office notice Formulae for Calculating Gilt Prices from Yields published on 8th June 1998, as amended or
replaced from time to time. The calculation shall utilise the long term inflation rate assumption, appropriate
to the remaining life of the Notes, as published in that notice, or if, in the opinion of the Expert, that notice
or any subsequent notice is no longer appropriate, such long term inflation rate as the Expert, on the advice
of three Reference Institutions, shall determine to be appropriate.
"Middle Market Price" shall be the arithmetic average of the middle market prices of the Reference Gilt as
quoted by three Reference Institutions to the Expert at or around 3.00 p.m. (London time) (for settlement on
a T+1 basis) on the Calculation Date.
A "Reference Institution" shall be a leading financial institution operating in the United Kingdom
Government index-linked market selected by the Expert.
References to "price" are to the "clean" price, excluding any accrued interest.
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In the case of a partial redemption of Notes, the Notes to be redeemed will be selected by lot.
7.
Early Redemption following a change in the Index
If the Index ceases to be published or any fundamental change is made to it, with the result that holders of
the Reference Gilt are offered the right by HM Treasury to redeem their holdings of the Reference Gilt prior
to its stated maturity or are offered an adjustment to the coupon rate on the Reference Gilt, EIB will, within
30 days from the date on which holders of the Reference Gilt are made such offer or offers, appoint an Expert
to determine whether an appropriate substitute index is available which, together with any appropriate
adjustment to the rate of interest on the Notes, would not be materially detrimental to the interests of EIB
having regard solely to the obligations of EIB under the Notes. In determining what is materially detrimental
to EIB the Expert shall assume that any use of a proposed substitute index and/or a proposed adjusted rate
of interest would be materially detrimental if it would cause the net present value of payments to be made
by EIB under the Notes to represent a net increase of the cost under the Notes to EIB.
If within 60 days from the date on which holders of the Reference Gilt are offered the right by HM Treasury
to redeem their holdings of the Reference Gilt prior to its stated maturity or are offered an adjustment to the
coupon rate on the Reference Gilt, the Expert determines that no such appropriate substitute index (whether
or not combined with an appropriate adjustment to the rate of interest on the Notes) is available, EIB will,
having given not less than 14 days' notice to the holders of the Notes in accordance with Condition 13,
redeem all Notes still outstanding at an amount (the "Early Redemption Amount") equal to their nominal
amount, subject to indexation as provided in Condition 3, together with interest accrued up to the date of
such redemption which interest shall be subject to indexation as provided in Condition 3.
If within 60 days from the date on which holders of the Reference Gilt are offered the right by HM Treasury
to redeem their holdings of the Reference Gilt prior to its stated maturity or are offered an adjustment to the
coupon rate on the Reference Gilt, the Expert determines that an appropriate substitute index is available
(combined with any relevant adjustment to the rate of interest on the Notes), EIB will offer the holders of
the Notes the choice of either:
(a)
redeeming their holdings of Notes prior to the stated maturity of the Notes at the Early Redemption
Amount on an early redemption date nominated by EIB; or
(b)
accepting the substitute index, together with any appropriate adjustment to the rate of interest on the
Notes, determined by the Expert.
Such offer shall remain open for 14 days.
If EIB receives notification before the expiry of such offer from the holders of at least 50 per cent. by
nominal amount of the outstanding Notes that such holders elect to redeem their Notes prior to their stated
maturity, EIB will, having given not less than 14 days' notice to the holders of the Notes in accordance with
Condition 13, redeem all outstanding Notes at the Early Redemption Amount. If, however, EIB receives such
notification from the holders of less than 50 per cent. by nominal amount of the outstanding Notes, then none
of the Notes shall be redeemed prior to their stated maturity and the substitute index (combined with any
relevant adjustment to the rate of interest on the Notes) as determined by the Expert shall, subject to re-
basing in accordance with Condition 4, become the Index and shall be used in respect of all the Notes for all
purposes.
8.
Purchases and Payments
EIB shall have the right at any time to purchase Notes in the open market or otherwise. Any Notes so
purchased may be resold at EIB's discretion if not surrendered to the Fiscal Agent for cancellation.
Payments will be made in pounds sterling by cheque drawn on, or by credit or transfer to a pounds sterling
account specified by the payee with, a bank in the United Kingdom.
Payments will be subject in all cases to any fiscal or other laws and regulations applicable thereto.
Consequently, neither EIB nor any Paying Agent will make any additional payment in the event of a
6

withholding being required in respect of any payment under or in connection with the Notes. Neither EIB
nor any Paying Agent shall be liable to any holder of a Note or Coupon or any other person for any
commissions, costs, losses or expenses in relation to or resulting from such payment or withholding.
If any day for payment of any amount in respect of any Note is not a day on which banks are open for
business and carrying out transactions in pounds sterling in the place where it is presented for payment,
credit or transfer instructions in respect of such payments shall not be given and cheques will not be drawn
until the following day in such place on which they are so open and the holder shall not be entitled to any
interest or other sums in respect of such postponed payment. Neither EIB nor any Paying Agent shall be
liable to any holder of a Note or Coupon or other person for any commissions, costs, losses or expenses in
relation to or resulting from such credit or transfer or any currency conversion or rounding effected in
connection therewith.
EIB reserves the right at any time to vary or terminate the appointment of the Fiscal Agent or any other
Paying Agent and to appoint another fiscal agent or additional or other paying agents provided that it will at
all times while any Note is outstanding maintain (i) a fiscal agent; and (ii) so long as the Notes are listed on
any stock exchange and if the rules of that stock exchange so require, a paying agent having a specified office
in the city of that stock exchange. Notice of any such termination or appointment and of any change in the
specified office of any Paying Agent will be given to the holders of the Notes in accordance with Condition
13.
If any Notes become prematurely due and payable, all unmatured Coupons and unexchanged Talons in
respect of such Notes shall become void, no payment shall be made in respect of such Coupons and no
Coupon will be delivered in respect of such Talons.
On or after the Interest Payment Date for the final Coupon forming part of a Coupon sheet issued in respect
of any Note, the Talon forming part of such Coupon sheet may be surrendered at the specified office of any
Paying Agent in exchange for a further Coupon sheet (and if necessary another Talon for a further Coupon
sheet) (but excluding any Coupons that may have become void pursuant to Condition 12).
9.
Status of the Notes and Negative Pledge
The Notes will be unconditional, direct and general obligations of EIB in accordance with their terms for
their payment and performance. The Notes will rank pari passu with any present or future indebtedness of
EIB represented by any unsubordinated notes, bonds or other securities, except indebtedness (i) incurred for
all or part of the purchase price of property purchased by EIB and (ii) secured by any mortgage, pledge or
other security interest on such property but otherwise ranking pari passu with the Notes. If EIB shall in the
future secure any such present or future indebtedness by any mortgage, pledge or other security interest on
any of its present or future assets or revenues (other than mortgages, pledges or security interests on property
purchased by EIB as security for all or part of the purchase price), the Notes will be secured by such
mortgage, pledge or other security interest equally and rateably with such indebtedness and the instrument
creating such mortgage, pledge or other security interest will expressly so provide.
10.
Default
The holder of any Note may, by written notice to EIB delivered before all defaults shall have been remedied,
cause such Note to become due and payable at the Early Redemption Amount, together with interest accrued
thereon up to the date of payment which interest shall be subject to indexation as provided in Condition 3,
as of the date on which the said notice of acceleration is received by EIB in the event that:
(a)
EIB shall default in any payment of the Adjusted Redemption Amount or interest in respect of any of
the Notes and such default shall not have been remedied by payment thereof within 30 days; or
(b)
EIB shall default in the due performance of any of its other obligations in respect of the Notes and such
default shall continue for a period of 30 days after written notice thereof shall have been given by the
holder of any Note to EIB at its office at 100 Boulevard Konrad Adenauer, L-2950 Luxembourg or at
such other address as shall be notified to the holders of the Notes in accordance with Condition 13; or
7

(c)
any other indebtedness of EIB for borrowed money shall become due and payable prior to the stated
maturity thereof as a result of a default thereunder or any such indebtedness shall not be paid at the
maturity thereof as extended by any applicable grace period thereof or any guarantee given by EIB for
borrowed money shall not be honoured within 30 days when due and called upon in accordance with
its terms.
11.
Replacement of Notes, Coupons and Talons
In the case of theft, loss or other involuntary dispossession or mutilation of any Note, Coupon or Talon,
application for replacement thereof is to be made at the principal office of the Fiscal Agent. Any such Note,
Coupon or Talon shall be replaced by EIB in compliance with such procedures and on such terms as to
evidence and indemnification as EIB and the Fiscal Agent may require. Subject to applicable stock exchange
regulations, all such costs as may be incurred in connection with the replacement of any such Note, Coupon
or Talon shall be borne by the applicant. Mutilated Notes, Coupons and Talons must be surrendered before
new ones will be issued.
12.
Prescription
Interest will cease to be payable after five years, and principal after ten years, from the due date for payment
thereof.
13.
Notices
Any notice to holders of Notes or Coupons shall be validly given if published in the Luxemburger Wort
(Luxembourg) and the Financial Times (United Kingdom) and such other newspapers or publications as may
be required by the rules of the stock exchange(s) on which the Notes may from time to time be listed or, if
any such newspaper or publication shall cease to be published or timely publication therein shall not be
practicable, in such other newspaper or publication as the Fiscal Agent shall deem necessary to give fair and
reasonable notice to holders of Notes and Coupons. Any such notice shall be deemed to have been given on
the date of the last publication provided above.
14.
Further Issues
EIB may from time to time, without the consent of the holders of the Notes and Coupons, create and issue
further notes to be consolidated and form a single issue with the Notes, pursuant to an agreement
supplemental to the Fiscal Agency Agreement.
15.
Governing Law and Jurisdiction
The Notes and Coupons shall be governed by, and construed in accordance with, English law. Claims against
EIB thereunder may be brought before any competent court in England or Luxembourg, Grand Duchy of
Luxembourg, or in any other territory in which EIB shall hereafter have its legal seat.
No person shall have any right to enforce any of these terms and conditions under the Contracts (Rights of
Third Parties) Act 1999.
8

SUMMARY OF PROVISIONS RELATING TO THE NOTES
WHILE IN GLOBAL FORM
The Global Note contains provisions which apply to the Notes while they are in global form, some of which
modify the effect of the terms and conditions of the Notes set out in this document (the "Terms and
Conditions"). The following is a summary of certain of those provisions:
1.
Exchange
The Global Note is exchangeable in whole but not, except as provided in the next paragraph, in part (free of
charge to the holder) for the Definitive Notes described below (i) if the Global Note is held on behalf of a
clearing system and such clearing system is closed for business for a continuous period of 14 days (other
than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business
or does in fact do so, (ii) if any redemption amount in respect of any Notes is not paid when due and payable
or (iii) if EIB would suffer a material disadvantage in respect of the Notes as a result of a change in laws or
regulations which would not be suffered were the Notes in definitive form and a certificate to such effect
signed by EIB is delivered to the Fiscal Agent for display to Noteholders, (unless a default notice has been
given as referred to in "Default" below). Thereupon (in the case of (i) and (ii) above) the holder may give
notice to the Fiscal Agent, and (in the case of (iii) above) EIB may give notice to the Fiscal Agent and the
Noteholders, of its intention to exchange the Global Note for Definitive Notes on or after the Exchange Date
specified in the notice.
If any redemption amount in respect of any Notes is not paid when due and payable the holder of the Global
Note may by notice to the Fiscal Agent (which may but need not be the default notice referred to in "Default"
below) require the exchange of a specified nominal amount of the Global Note (which may be equal to or
(provided that, if the Global Note is held by or on behalf of a clearing system, that clearing system agrees)
less than the outstanding nominal amount of Notes represented thereby) for Definitive Notes on or after the
Exchange Date (as defined below) specified in such notice.
On or after any Exchange Date (as defined below) the holder of the Global Note may surrender the Global
Note or, in the case of a partial exchange, present it for endorsement to or to the order of the Fiscal Agent.
In exchange for the Global Note, or the part thereof to be exchanged, EIB will deliver, or procure the delivery
of, an equal aggregate nominal amount of duly executed Definitive Notes (having attached to them all
Coupons in respect of interest which has not already been paid on the Global Note and, if required, Talons),
security printed in accordance with any applicable legal and stock exchange requirements and in or
substantially in the form set out in Schedule I to the First Supplemental Fiscal and Paying Agency Agreement
dated 4th June, 2004. On exchange in full of the Global Note, EIB will, if the holder so requests, procure
that it is cancelled and returned to the holder together with any relevant Definitive Notes.
"Exchange Date" means a day falling not less than 60 days, or in the case of exchange pursuant to (ii) above
30 days, after that on which the notice requiring exchange is given and on which banks are open for business
in the city in which the specified office of the Fiscal Agent is located and, except in the case of exchange
pursuant to (i) above, in the cities in which the relevant clearing system is located.
2.
Payments
Payments of any redemption amount in respect of Notes represented by the Global Note will be made against
presentation for endorsement and, if no further payment falls to be made in respect of the Notes, surrender
of the Global Note to or to the order of the Fiscal Agent or such other Paying Agent as shall have been
notified to the Noteholders for such purpose. A record of each payment so made will be endorsed in the
appropriate schedule to the Global Note, which endorsement will be prima facie evidence that such payment
has been made in respect of the Notes.
3.
Notices
So long as the Notes are represented by the Global Note and the Global Note is held on behalf of a clearing
system, notices to Noteholders may be given by delivery of the relevant notice to that clearing system for
9

communication by it to entitled accountholders in substitution for publication as required by the Conditions
except that so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of that Exchange
so require, notices shall also be published in a leading newspaper having general circulation in Luxembourg
(which is expected to be the Luxemburger Wort) and so long as the Notes may be listed on any other stock
exchange notices will be published in such manner as the rules of that stock exchange may require.
So long as the Notes are represented by the Global Note notices by Noteholders to EIB may be given to the
Fiscal Agent through Euroclear Bank and/or Clearstream, Luxembourg, as the case may be, in such manner
as the Fiscal Agent and Euroclear Bank and/or Clearstream, Luxembourg, may approved manner as the
Fiscal Agent and Euroclear and/or Clearstream, Luxembourg, may approve for this purpose.
4.
Purchase and Cancellation
Cancellation of any Note to be cancelled following its purchase will be effected by reduction in the nominal
amount of the Global Note.
5.
Default
The Global Note provides that the holder may cause the Global Note or a portion of it to become due and
payable in the circumstances described in Condition 10 by stating in the notice to EIB the nominal amount
of Notes which is being declared due and payable.
USE OF PROCEEDS
The net proceeds of the sale of the Notes, which will amount to approximately £84,981,694.78 inclusive of
accrued interest, will be used in the general operations of EIB.
10