Obligation Euro Investment Bank 1.5% ( XS0903345220 ) en EUR

Euro Investment Bank

100 % ⇌

Luxembourg

XS0903345220 ( en EUR )

1.5% par an ( paiement annuel )

15/07/2020 - Obligation échue

Prospectus brochure de l'obligation European Investment Bank (EIB) XS0903345220 en EUR 1.5%, échue

1 000 EUR

6 000 000 000 EUR

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.

L'Obligation émise par Euro Investment Bank ( Luxembourg ) , en EUR, avec le code ISIN XS0903345220, paye un coupon de 1.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/07/2020

OFFERING CIRCULAR

Euro Area Reference Note Issuance Facility

Under the Euro Area Reference Note Issuance Facility described in this Offering Circular (the "Facility''), European
Investment Bank ("EIB'') may from time to time issue Euro Area Reference Notes ("EARNs''TM ).

Application has been made for the EARNs issued under the Facility to be admitted to the official list of and to trading on the
regulated market of the Luxembourg Stock Exchange and application may be made in certain circumstances to list a Series
(as defined herein) of EARNs on other stock exchanges. The relevant Pricing Supplement (as defined herein) in respect of the
issue of any EARNs will specify whether or not such EARNs will be listed on any other stock exchange.

The EARNs (other than those EARNs registered under the United States Securities Act of 1933, as amended)
will be represented by a permanent global bearer note in New Global Note form without interest coupons (each a
"Global EARN" TM) which will be deposited with a common safekeeper (the "Common Safekeeper") for Euroclear Bank
S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg" together with
Euroclear, the "relevant Clearing Systems" or the "ICSDs") on the Issue Date.

Definitive EARNs will not be issued in exchange for the Global EARNs.

A separate prospectus and prospectus supplement will be issued in the case of an offer of EARNs registered under the United
States Securities Act of 1933, as amended.

Arrangers

ABN AMRO
BNP PARIBAS

This Offering Circular is dated as of 23 February 2007.

1

No person has been authorised to give any information or to make any representations, unless contained in this document, in
connection with the issue, subscription or sale of the EARNs and any information or representations not contained herein
must not be relied upon as having been authorised by EIB or any of the Dealers or Arrangers (as defined in "Summary of the
Facility'').

Neither the delivery of this document nor any offering, purchase 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 information contained herein has remained accurate and complete.

The distribution of this Offering Circular and the offering or sale of the EARNs in certain jurisdictions may be restricted by
law. Persons into whose possession this Offering Circular comes are required by EIB, the Dealers and the Arrangers to
inform themselves about and to observe any such restriction.

This Offering Circular does not constitute an offer of, or an invitation by or on behalf of EIB or the Dealers to subscribe for,
or purchase, any EARNs.

In connection with any Tranche (as defined in "Summary of the Facility''), one of the Dealers may act as a stabilising agent
(the "Stabilising Agent''). Where applicable the identity of the Stabilising Agent will be disclosed in the relevant Pricing
Supplement. In connection with the issue of any EARNs, the "Stabilising Agent" (or persons acting on behalf of the
Stabilising Agent) may over-allot EARNs (provided that the aggregate principal amount of EARNs allotted does not exceed
105 per cent. of the aggregate principal amount of the EARNs) or effect transactions with a view to supporting the market
price of the EARNs and/or any EARNs with which the EARNs are to be consolidated at a level higher than that which might
otherwise prevail. However, there is no assurance that the Stabilising Agent (or persons acting on behalf of the Stabilising
Agent) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the EARNs is made and, if begun, may be ended at any time, but it must end no later
than the earlier of 30 days after the issue date of the EARNs and 60 days after the date of allotment of the EARNs.

TABLE OF CONTENTS

Page
SUMMARY OF THE FACILITY ..............................................................................................................................................3
TERMS AND CONDITIONS OF THE EARNs ........................................................................................................................5
USE OF PROCEEDS..................................................................................................................................................................9
SUBSCRIPTION AND SALE....................................................................................................................................................9
GENERAL INFORMATION .....................................................................................................................................................9
FORM OF PRICING SUPPLEMENT......................................................................................................................................11

2

SUMMARY OF THE FACILITY

The following summary is qualified in its entirety by the remainder of this Offering Circular.

Issuer:
European Investment Bank.

Description:
Euro Area Reference Note Issuance Facility.

Arrangers:
ABN AMRO Bank N.V. and BNP Paribas

EIB may from time to time terminate the appointment of any Arranger under the
Facility or appoint additional Arrangers in respect of the whole Facility.

Dealers:
Dealers who have acceded to the Amended and Restated Dealer Agreement dated 23
February 2007.

Fiscal Agent:
BNP Paribas Securities Services, Luxembourg Branch or such other or further fiscal
agent as appointed from time to time by EIB.

Method of Issue:
The EARNs will be issued on a syndicated or non-syndicated basis or by any other
method agreed by EIB and the relevant dealer(s). The EARNs will be issued in series
(each a "Series'') having one or more issue dates and, other than the Issue Price and
accrued interest, if any, on terms otherwise identical. Each Series may be issued in
tranches (each a "Tranche") on the same or different issue dates to be consolidated
and form a single series of EARNs. The specific terms of each Tranche (which will be
supplemented, where necessary, with supplemental terms and conditions and, save in
respect of issue date, issue price, accrued interest (if any) and principal amount of the
Tranche, will be identical to the terms of other Tranches of the same Series) will be
set out in a pricing supplement to this Offering Circular (a "Pricing Supplement").

Issue Price:
EARNs may be issued at their principal amount or at a discount or premium to their
principal amount.

Form of EARNs:
The EARNs (other than those EARNs registered under the United States Securities
Act of 1933, as amended) may be issued in bearer form only as further specified in the
Pricing Supplement

Clearing Systems:
Clearstream, Luxembourg, Euroclear and, in relation to any Series, such other
clearing system as specified in the relevant Pricing Supplement as may be agreed
between EIB, the Fiscal Agent and the relevant Dealers.

Currency:
The EARNs will only be issued in euro.

Maturities:
366 days or over.

Denominations:
EARNs will be in the denomination of EUR 1,000 unless otherwise specified in the
relevant Pricing Supplement.

Interest:
Fixed interest will be payable annually in arrear on a date in each year as shall be
specified in the relevant Pricing Supplement. EIB may also issue non-interest bearing
and floating rate interest EARNs.

Purchase of EARNs
EIB may at any time purchase EARNs in the open market or otherwise at any price.
Any EARNs so purchased may be sold or cancelled at EIB's discretion.

Status of EARNs
EARNs will constitute unconditional, direct and general obligations of EIB all as
described in "Terms and Conditions of the EARNs - Status and Negative Pledge".

Negative Pledge:
See "Terms and Conditions of the EARNs - Status and Negative Pledge".

Cross Default:
See "Terms and Conditions of the EARNs Default".

Governing Law:
Luxembourg Law.

Listing:
The regulated market of the Luxembourg Stock Exchange and as otherwise specified
in the relevant Pricing Supplement.

3

Taxation:
Payments will be subject in all cases to any fiscal or other laws and regulations
applicable thereto.

4

TERMS AND CONDITIONS OF THE EARNs

There follows the text of the terms and conditions to which (subject to completion and amendment by the relevant Pricing
Supplement) the EARNs of any Series the first Tranche of which is issued after 23 February 2007 will be subject:

The EARNs are issued pursuant to an Amended and Restated Agency Agreement (the "Agency Agreement") dated as of 23
February 2007 (as amended or supplemented as at the date of issue of the EARNs (the "Issue Date")) between European
Investment Bank ("EIB"), BNP Paribas Securities Services, Luxembourg Branch as fiscal agent and the other agents named
in it. The fiscal agent and the paying agents for the time being (if any) are referred to below respectively as the "Fiscal
Agent" and the "Paying Agents" (which expression shall include the Fiscal Agent). The holders of EARNs are deemed to
have notice of all of the provisions of the Agency Agreement applicable to them.

Copies of the Agency Agreement are available for inspection at the specified offices of each of the Paying Agents.

1
Form, Denomination and Title

The EARNs are issued in either bearer or registered form in the denomination of EUR 1,000.

2
Interest

(a)
Interest on Fixed Rate EARNs:

The fixed rate EARNs bear interest on the nominal amount of the EARNs from the Issue Date at the Interest Rate
payable annually in arrear on each Interest Payment Date.

(b)
Interest on Floating Rate EARNs

The floating rate EARNs bear interest on the nominal amount of the EARNs from the Issue Date at the Interest
Rate (which shall be the Reference Rate plus or minus the Margin) payable in arrear on each Interest Payment Date.

The Reference Rate shall unless otherwise set out in the relevant Pricing Supplement be EURIBOR.

The Interest Rate per annum payable from time to time in respect of the EARNs will be determined by the
Calculation Agent on the following basis:

(i)
The Calculation Agent will ascertain the offered Reference Rate for the relevant Interest Period
of euro deposits which appears on the Relevant Screen Page as of 11.00 a.m. (Brussels time) on
the relevant Interest Determination Date (as defined below) (or such other page or service as
may be equivalent to it or replace it for the purpose of displaying interbank offered rates of
major banks for deposits in euro principally in the region comprised of member states of the
European Union that have on the Interest Determination Date adopted the euro (the "euro-
zone''));

(ii)
if such rate is not available, the Calculation Agent will request the principal offices of five
major banks in the euro-zone selected by it in the interbank market (the "Reference Banks") to
provide the Calculation Agent with their offered quotations (expressed as a rate per annum) for
interbank deposits in euro to leading banks in the euro-zone interbank market for a period equal
to the relevant Interest Period as at approximately 11.00 a.m. (Brussels time) on the Interest
Determination Date. The Interest Rate for such Interest Period shall be the arithmetic mean
(rounded, if necessary, to the nearest one hundred thousandth of one per cent. with halves being
rounded up) of such offered quotations, plus or minus the Margin, as determined by the
Calculation Agent. All currency amounts that fall due and payable shall be rounded to the
nearest cent, with halves being rounded up;

(iii)
if two or three only of the Reference Banks provide the Calculation Agent with such
quotations, the Interest Rate for the relevant interest period shall be determined in accordance
with (ii) above on the basis of the quotations of those Reference Banks providing such
quotations. If fewer than two quotations are provided as requested, the Interest Rate will be the
arithmetic mean of the rates quoted by other major banks in the euro-zone, selected by the
Calculation Agent, at approximately 11.00 a.m., Brussels time, on the Interest Determination
Date for loans in euro to leading European banks for the Interest Period; and

(iv)
if the Calculation Agent is unable to determine the Interest Rate for an Interest Period in
accordance with (i), (ii) or (iii) above, the Interest Rate for such Interest Period shall be the
Interest Rate in effect for the last preceding Interest Period to which (i), (ii) or (iii) above shall
have been applied.
5

As used in this Condition "Interest Determination Date" means, in respect of each Interest Period, the second euro
Business Day prior to the commencement of the Interest Period to which such offered rate will apply. "Interest
Period" means the period starting on and including the Interest Commencement Date and ending on but excluding
the first Interest Payment Date and each subsequent period starting on and including an Interest Payment Date and
ending on but excluding the next Interest Payment Date.

The Fiscal Agent shall publish the Interest Rate for each Interest Period, the amount of interest payable in respect of
each EARN for such Interest Period and the relevant Interest Payment Date in accordance with Condition 8, if
requested by the relevant stock exchange. It is expected that publication will be made no later than the fifth euro
Business Day following the relevant Interest Determination Date.

(c)
Day-count Fraction:

(i)
Where interest is to be calculated for fixed rate EARNs in respect of a period of less than one year, it will
be calculated on the basis of the actual number of days elapsed divided by the actual number of days in the
period from and including the immediately preceding Interest Payment Date (or, if none, the immediately
preceding anniversary of the first Interest Payment Date) to but excluding the next scheduled Interest
Payment Date.

(ii)
Where interest is to be calculated for floating rate EARNs it will be calculated on the basis of the actual
number of days elapsed divided by 360 days.

Provided that, if EIB determines, with the agreement of the Fiscal Agent (which shall not be unreasonably
withheld), that the then market practice in respect of euro denominated internationally offered securities, as
applicable, is different from that specified in clauses (i) and / or (ii) above, such clauses shall be deemed to be
amended so as to comply with such market practice and EIB shall promptly notify the holders of the EARNs, the
stock exchange(s) (if any) on which the EARNs may be listed and the Paying Agents of such amendments.

"euro Business Day" means a day on which the Trans-European Automated Real-time Gross settlement Express
Transfer system ("TARGET") is operating.

(d) Interest
Accrual

The EARNs will cease to bear interest from the due date for redemption unless, upon due presentation, payment of
principal is improperly withheld or refused.

3
Redemption and Purchase

Unless previously redeemed or purchased and cancelled as described herein, EIB will redeem the EARNs at par on the
Maturity Date.

EIB shall have the right at any time to purchase EARNs in the open market or otherwise. Any EARNs so purchased may be
resold at EIB's discretion, if not surrendered to the Fiscal Agent for cancellation.

4
Payments

Payments in respect of principal and interest will be made in accordance with these Conditions through Euroclear and
Clearstream, Luxembourg or such other clearing system as specified in the relevant Pricing Supplement as may be agreed
between EIB, the Fiscal Agent and the relevant Dealers.

Payments will be made in euro by credit or transfer to a euro account specified by the payee. 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 payments in the event of a withholding being required in respect of any payment under or in connection
with the EARNs. Neither EIB nor any Paying Agent shall be liable to any holder of an EARN or other person for any
commissions, costs, losses or expenses in relation to or resulting from such payments.

Payment of principal or interest on the EARNs may only be made on a day that is a euro Business Day. In case of fixed rate
EARNs, if any day for payment of principal or interest on the EARNs is not a euro Business Day such payment shall be made
on the first following day that is a euro Business Day, and the holders of such EARNs shall not be entitled to any interest or
other sums in respect of such postponed payment.

In case of floating rate EARNs if any day for payment of principal or interest on the EARNs is not a euro Business Day, such
date shall be postponed to the next day that is a euro Business Day unless it would thereby fall into the next calendar month,
in which event (i) such date shall be brought forward to the immediately preceding euro Business Day and (ii) each
6

subsequent such date shall be the last euro Business Day of the month in which such date would have fallen had it not been
subject to adjustment.

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 EARN is
outstanding maintain (i) a fiscal agent; and (ii) so long as the EARNs 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 changes in the specified office of any Paying Agent will be given to the holders of the
EARNs in accordance with Condition 8.

5
Status of the EARNs and Negative Pledge

The EARNs will be unconditional, direct and general obligations of EIB in accordance with their terms for their payment and
performance. The EARNs 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 EARNs. 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 EARNs 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.

6
Default

The holder of any EARN may, by written notice to EIB delivered before all defaults shall have been remedied, cause such
EARN to become due and payable, together with accrued interest thereon to the date of payment, 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 interest in respect of any of the EARNs 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 EARNs and such default
shall continue for a period of 30 days after written notice thereof shall have been given by the holder of any EARN
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 EARNs in accordance with Condition 8; or

(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 therefor 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.

7
Prescription

Interest will cease to be payable after five years from the relevant Interest Payment Date and principal after ten years from the
due date for payment thereof.

8
Notices

Any notice to holders of EARNs shall be validly given if published, (i) for so long as any of the EARNs are listed and
admitted to trading on the regulated market of the Luxembourg Stock Exchange and the rules and regulations of the
Luxembourg Stock Exchange so require, on the website of the Luxembourg Stock Exchange (www.bourse.lu) or in a leading
newspaper having general circulation in Luxembourg (which is expected to be the d'Wort) and/or (ii) such other newspaper
or publications as may be required by the rules of the stock exchange on which the EARNs may from time to time be listed or
(iii) in the Financial Times (United Kingdom). If any such newspaper or publication shall cease to be published or timely
publication therein shall not be practicable, in such other newspapers as the Fiscal Agent shall deem necessary to give fair
and reasonable notice to holders of EARNs. Any such notice shall be deemed to have been given on the date of the last
publication provided above.

9
Further Issues and Consolidation

EIB may from time to time, without the consent of the holders of EARNs, create and issue further notes so as to be
consolidated and form a single issue with the EARNs.

EIB may further, from time to time, without the consent of the holders of EARNs, consolidate EARNs with one or more
issues of other notes issued by it, whether or not originally issued in euro, provided that such other notes have been
redenominated in euro (if not originally denominated in euro) and otherwise have, in respect of all periods subsequent to such
consolidation, the same conditions as the EARNs.
7

10
Governing Law and Jurisdiction

The EARNs are governed by, and shall be construed in accordance with, the laws of the Grand Duchy of Luxembourg.
Claims against EIB thereunder may be brought before any competent court in Luxembourg, Grand Duchy of Luxembourg or
any other country where EIB shall hereafter have its legal seat.

8

USE OF PROCEEDS

The net proceeds of the sale of the EARNs will be used in the general operations of EIB.

SUBSCRIPTION AND SALE

No action is being taken by EIB, the Arrangers or the Dealers to permit a public offering of the EARNs (other than those
EARNs registered under the United States Securities Act of 1933, as amended), or the distribution of any document, in or
from any jurisdiction where action would be required for such purpose. Accordingly, the EARNs may not be directly or
indirectly offered or sold or any offering circular, prospectus, form of application, advertisement or other offering material
distributed or published in any country or jurisdiction or to persons subject to any specific jurisdiction except in compliance
with any applicable laws or regulations. In particular, no representation is made that the EARNs may be lawfully sold in
compliance with any applicable registration requirements and neither EIB, the Arrangers nor any of the Dealers assumes any
responsibility for facilitating such sales.

GENERAL INFORMATION

1.
EIB has obtained all necessary consents, approvals and authorisations in connection with the setting up of the EARNs
Facility. Each issue of EARNS shall be authorised in accordance with the normal procedures of the Issuer.

2. EARNs have been accepted for clearance through the Euroclear and Clearstream, Luxembourg systems and may be
accepted for clearance through such other clearing system as may be provided in the relevant Pricing Supplement. The
Common Code and the International Securities Identification Number (ISIN) for each Series of EARNs will be set out in
the relevant Pricing Supplement.

3. So long as EARNs are capable of being issued under the Facility, copies of the following documents will, when
published, be available from the registered office of EIB and from the specified office of the Fiscal Agent for the time
being in Luxembourg:

(i)
the Statute of EIB;
(ii)
the most recently published audited annual financial statements of EIB and additional financial information, if
any, filed by EIB with securities market authorities;
(iii)
the Dealer Agreement and the Agency Agreement;
(iv)
a copy of this Offering Circular;
(v)
any future information memoranda, prospectuses, offering circulars and supplements including Pricing
Supplements (save that a Pricing Supplement relating to an unlisted EARN will only be available for
inspection by a holder of such EARN and such holder must produce evidence satisfactory to the relevant
Paying Agent as to its holding of EARNs and identity) to this Offering Circular and any other documents
incorporated herein or therein by reference.

4.
For the purpose of the Luxembourg Stock Exchange, references in this Offering Circular to a Pricing Supplement are to
be understood as references to Final Terms.

5.
The Member States of the European Union have adopted a directive regarding the taxation of savings income. Pursuant
to the directive, each Member State of the European Union is obliged to provide to the tax authorities of any other
Member State of the European Union details of payments of interest and other similar income made by a person within
its jurisdiction to an individual resident in that other Member State of the European Union, except that Belgium,
Luxembourg and Austria will instead impose a withholding system for a transitional period unless during such period
they elect otherwise. A number of third countries and territories including Switzerland have adopted similar measures to
the directive. Investors should rely on their own analysis of the directive and relevant laws and should take advice from
appropriate legal or taxation professionals.

6. On 29 October 2004 the Member States of the European Union signed the "Treaty establishing a Constitution for
Europe" in Rome (the "Constitution Treaty'). The fifth Protocol on the Statute of the European Investment Bank, as
amended by the treaty of accession between the Member States of the European Union and the Republic of Bulgaria and
Romania dated 25 April 2005 (the "2005 Accession Treaty'), contains a revised Statute of EIB, which will become
effective when the Constitution Treaty enters into force in accordance with Article IV-447 of the Constitution Treaty.

7.
On 1 January 2007, the Republic of Bulgaria and Romania became member states of the European Union.

On accession of the Republic of Bulgaria and Romania, the statute of EIB was amended with respect to capital and
governance in accordance with the 2005 Accession Treaty.

9

Country EUR

Germany 26,649,532,500
France 26,649,532,500
Italy 26,649,532,500
United Kingdom
26,649,532,500
Spain 15,989,719,500
Belgium 7,387,065,000
Netherlands 7,387,065,000
Sweden 4,900,585,500
Denmark 3,740,283,000
Austria 3,666,973,500
Poland 3,411,263,500
Finland 2,106,816,000
Greece 2,003,725,500
Portugal 1,291,287,000
Czech Republic
1,258,785,500
Hungary 1,190,868,500
Ireland 935,070,000
Romania 863,514,500
Slovakia 428,490,500
Slovenia 397,815,000
Bulgaria 290,917,500
Lithuania 249,617,500
Luxembourg 187,015,500
Cyprus 183,382,000
Latvia 152,335,000
Estonia 117,640,000
Malta 69,804,000

Total 164,808,169,000

With respect to the governance of EIB, the number of the directors and alternate directors in the board of
directors has been increased to 28 directors and 18 alternate directors.

10