Obligation Euro Investment Bank 0% ( XS2343538372 ) en EUR

Euro Investment Bank

100 % ▲

Luxembourg

XS2343538372 ( en EUR )

0%

28/09/2028 - Obligation échue

Prospectus brochure de l'obligation European Investment Bank XS2343538372 en EUR 0%, échue

1 000 EUR

3 000 000 000 EUR

La Banque européenne d'investissement (BEI) est une institution de l'Union européenne qui finance des projets contribuant à l'intégration, la cohésion et la croissance économique de l'UE et des pays voisins.

Une obligation de type zéro-coupon (ISIN : XS2343538372), émise par la Banque Européenne d'Investissement (BEI), l'institution de financement à long terme de l'Union européenne qui accorde des prêts pour des projets d'investissement en soutien aux politiques de l'UE, est récemment arrivée à échéance. Originaire du Luxembourg, cette émission libellée en EUR représentait une taille totale de 3 milliards d'euros, avec une taille minimale à l'achat de 1 000 euros. Caractérisée par un taux d'intérêt de 0%, son échéance était fixée au 28 septembre 2028. Conformément à ses termes, et à son prix de marché actuel de 100% (désormais son prix de remboursement), cette obligation, qui prévoyait un paiement unique à terme (fréquence de paiement 1), a été intégralement remboursée à sa date de maturité.

OFFERING CIRCULAR
NOT FOR DISTRIBUTION IN THE

UNITED STATES

European Investment Bank

Euro Area Reference Note Issuance Facility

Under the Euro Area Reference Note Issuance Facility (the "Facility") described in this offering circular (the
"Offering Circular"), European Investment Bank ("EIB") may from time to time issue Euro Area Reference
Notes ("EARNs"). There is no limit on the total aggregate principal amount of EARNs which may be issued or
outstanding at any time under the Facility. The EARNs will be issued on the terms and conditions set out in this
Offering Circular as modified and/or supplemented by the relevant Final Terms (as defined herein) published at
the time of issue.

Application may be made for EARNs issued under the Facility to be listed on the official list of the Luxembourg
Stock Exchange (the "Official List") and admitted to trading on the regulated market of the Luxembourg Stock
Exchange. The regulated market of the Luxembourg Stock Exchange (Bourse de Luxembourg) is a regulated
market within the meaning of the Markets in Financial Instruments Directive 2014/65/EU, as amended ("MiFID
II"), appearing on the list of regulated markets published by the European Securities and Markets Authority. The
Facility also permits EARNs to be listed and admitted to trading by such other or further listing authorities, stock
exchanges or regulated markets as may be agreed with EIB or to be issued on an unlisted basis and will be
specified in the relevant Final Terms in respect of the issue of any EARNs.

Any EARNs issued in bearer form will be represented on issue by a permanent global bearer note (each a
"Global EARN") in (i) new global note ("NGN") form without interest coupons which will be deposited on or
prior to the original issue date of the relevant Tranche (as defined herein) with a common safekeeper (a
"Common Safekeeper") for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A.
("Clearstream, Luxembourg" and, together with Euroclear, the "ICSDs") to allow the EARNs to be recognised
as eligible collateral for Eurosystem monetary policy and intra-day credit operations, subject to the satisfaction
of the Eurosystem eligibility criteria, or (ii) if cleared through any other alternative clearing system, in a manner
which would allow the EARNs to be recognised as eligible collateral for Eurosystem monetary policy and intra-
day credit operations, subject to the satisfaction of the Eurosystem eligibility criteria. Definitive EARNs will not
be issued in exchange for Global EARNs.

Any EARNs issued in registered form will be represented on issue by a global certificate (each a "Global
Certificate") which will be held (i) under the new safekeeping structure required to allow for registered bonds to
be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations (the "NSS"),
subject to the satisfaction of the Eurosystem eligibility criteria, or (ii) if cleared through any other alternative
clearing system, in a manner which would allow the EARNs to be recognised as eligible collateral for
Eurosystem monetary policy and intra-day credit operations, subject to the satisfaction of the Eurosystem
eligibility criteria. In the case of EARNs in registered form to be issued under the NSS, the Global Certificate
will be deposited on or prior to the original issue date of the relevant Tranche with a Common Safekeeper for the
ICSDs. EARNs represented by a Global Certificate will not be exchangeable for EARNs in definitive form.

Any EARNs issued in dematerialised form will be issued through an issuance account (compte d'émission) at
LuxCSD S.A. ("LuxCSD") (which is 50 per cent. held by Clearstream International S.A. and 50 per cent. held
by Banque Centrale du Luxembourg) acting as the sole settlement organisation (organisme de liquidation) in
accordance with the provisions of the Luxembourg law of 6 April 2013 on dematerialised securities, as amended,
and in a manner that would allow the EARNs to be recognised as eligible collateral for Eurosystem monetary

policy and intra-day credit operations, subject to the satisfaction of the Eurosystem eligibility criteria.

In many countries it is unlawful to offer securities for sale without complying with applicable laws and
regulations. Nothing in this Offering Circular constitutes an offer of securities for sale in any country or
jurisdiction where it is unlawful to do so. EARNs issued under the Facility have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or the securities laws of
any state of the United States. Accordingly, EARNs issued under the Facility may not be offered or sold within
the United States except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act. Specific provisions described elsewhere in this Offering Circular apply
to any EARNs sold within the United States to QIBs (as defined herein) pursuant to Rule 144A (as defined
herein) and to any EARNs sold outside the United States pursuant to Regulation S (as defined herein). For more
details, please see "Rule 144A Issues".

Under the terms of the Facility, EIB will not issue any EARNs in bearer form in the United States. United States
holders of EARNs issued in bearer form will be subject to adverse tax consequences as the EARNs are
"registration-required obligations" under United States tax law. As described under "Rule 144A Issues", any
EARNs offered or sold within the United States will be issued in registered form.

No EARNs issued under the Facility may be offered or sold except in compliance with applicable laws and
regulations. Readers of this Offering Circular should inform themselves about such laws and regulations. For
more details, please see "Subscription and Sale".

Arrangers

BNP PARIBAS
NatWest Markets

The date of this Offering Circular is 23 December 2021.

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Table of Contents

IMPORTANT INFORMATION ............................................................................................................................. 4
STABILISATION ................................................................................................................................................... 6
DOCUMENTS INCORPORATED BY REFERENCE .......................................................................................... 7
SUMMARY OF THE FACILITY .......................................................................................................................... 8
TERMS AND CONDITIONS OF THE EARNS .................................................................................................. 10
USE OF PROCEEDS ............................................................................................................................................ 20
BOOK-ENTRY, DELIVERY AND FORM OF THE EARNS ............................................................................. 21
SUBSCRIPTION AND SALE .............................................................................................................................. 23
RULE 144A ISSUES ............................................................................................................................................ 25
FORM OF FINAL TERMS ................................................................................................................................... 29
ANNEX TO THE FINAL TERMS ....................................................................................................................... 37
GENERAL INFORMATION ............................................................................................................................... 38

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IMPORTANT INFORMATION

No person has been authorised to give any information or to make any representations, unless contained in this
Offering Circular, 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 (each as defined below).

The information contained in this Offering Circular is as of the date hereof and is subject to change, completion
or amendment without notice. Neither the delivery of this Offering Circular at any time after the date hereof 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 in the affairs of EIB or that information
contained herein has remained accurate and complete since the date of this Offering Circular.

This Offering Circular is to be read in conjunction with all documents and information which are incorporated
herein by reference. See "Documents Incorporated by Reference".

This Offering Circular does not constitute an offer to sell or an invitation to subscribe for or purchase, by or on
behalf of EIB or the Dealers, any EARNs in any country or jurisdiction in which such offer or invitation is not
authorised or to any person to whom it is unlawful to make such an offer or invitation. No action has been, or
will be, taken to permit a public offering in any country or jurisdiction where action would be required for that
purpose.

The distribution of this Offering Circular and the offering or sale of 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 legal restrictions. Investors must comply
with all laws that apply to them in any place in which they buy, offer or sell any EARNs or possess this Offering
Circular. Investors must also obtain any consents or approvals that they need in order to purchase any EARNs.
None of EIB, the Dealers or the Arrangers are responsible for an investor's compliance with these legal
requirements.

MIFID II PRODUCT GOVERNANCE / TARGET MARKET - The Final Terms in respect of any EARNs
issued under the Facility may include a legend entitled "MiFID II Product Governance" which will outline the
target market assessment in respect of the EARNs and which channels for distribution of the EARNs are
appropriate. Any person subsequently offering, selling or recommending the EARNs (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 EARNs (by either adopting or refining the target
market assessment) and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the MiFID II Product
Governance Rules under EU Delegated Directive 2017/593 (the "MiFID II Product Governance Rules"), any
Dealer subscribing for any EARNs is a manufacturer in respect of such EARNs, but otherwise neither the
Arrangers nor the Dealers will be a manufacturer for the purpose of the MiFID II Product Governance Rules.

UK MiFIR PRODUCT GOVERNANCE / TARGET MARKET - The Final Terms in respect of any EARNs
issued under the Facility may include a legend entitled "UK MiFIR Product Governance" which will outline the
target market assessment in respect of the EARNs and which channels for distribution of the EARNs are
appropriate. Any distributor should take into consideration the target market assessment; however, a distributor
subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR
Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the
EARNs (by either adopting or refining the target market assessment) and determining appropriate distribution
channels.

A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product
Governance Rules, any Dealer subscribing for any EARNs is a manufacturer in respect of such EARNs, but
otherwise neither the Arrangers nor the Dealers will be a manufacturer for the purpose of the UK MiFIR Product
Governance Rules.

EIB does not fall under the scope of application of the MiFID II Product Governance Rules or the UK MiFIR
Product Governance Rules. Consequently, EIB does not qualify as an "investment firm", "manufacturer" or
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"distributor" for the purposes of the MiFID II Product Governance Rules or the UK MiFIR Product Governance
Rules.

The EARNs may not be a suitable investment for all investors

Each potential investor should determine the suitability of investing in the EARNs in light of its own
circumstances. In particular, each potential investor should:

-
have sufficient knowledge and experience to meaningfully evaluate the relevant EARNs, the merits and
risks of investing in the relevant EARNs and the information contained in this Offering Circular;

-
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the relevant EARNs and the impact such investment will have on
its overall investment portfolio;

-
have sufficient financial resources and liquidity to bear all of the risks of an investment in the EARNs,
including EARNs where the currency for principal or interest payments is different from the currency in
which such potential investor's financial activities are principally denominated;

-
understand thoroughly the terms of the relevant EARNs and be familiar with the behaviour of any
relevant indices and financial markets; and

-
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

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STABILISATION

IN CONNECTION WITH THE ISSUE OF ANY TRANCHE, ONE OF THE RELEVANT DEALERS MAY
ACT AS A STABILISING AGENT (THE "STABILISING AGENT"). WHERE APPLICABLE, THE
IDENTITY OF THE STABILISING AGENT (OR ANY PERSON ACTING ON BEHALF OF SUCH
STABILISING AGENT) WILL BE DISCLOSED IN THE RELEVANT FINAL TERMS. IN CONNECTION
WITH THE ISSUE OF ANY TRANCHE, THE STABILISING AGENT (OR ANY PERSON ACTING ON
BEHALF OF SUCH STABILISING AGENT) MAY OVER-ALLOT SUCH EARNS OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF SUCH EARNS AND/OR
ANY EARNS WITH WHICH SUCH EARNS ARE TO BE CONSOLIDATED AT A LEVEL HIGHER THAN
THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THE STABILISING AGENT (OR ANY
PERSON ACTING ON BEHALF OF SUCH STABILISING AGENT) SHALL NOT BE OBLIGED TO
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
RELEVANT TRANCHE IS MADE AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END
NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE ISSUE DATE OF THE
RELEVANT TRANCHE AND 60 CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE
RELEVANT TRANCHE. ANY STABILISATION ACTION OR OVER-ALLOTMENT OF THE RELEVANT
TRANCHE MUST BE CONDUCTED BY THE RELEVANT STABILISING AGENT (OR ANY PERSON
ACTING ON BEHALF OF SUCH STABILISING AGENT) IN ACCORDANCE WITH ALL APPLICABLE
LAWS AND RULES.

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DOCUMENTS INCORPORATED BY REFERENCE

The information contained in the following documents shall be deemed to be incorporated by reference in, and to
form part of, this Offering Circular and purchasers of the EARNs shall be deemed to have notice thereof as if all
such information were set out in full in this Offering Circular:

(1) the most recent annual audited financial statements of EIB (as set out in the annual financial report of
EIB and as published on EIB's website from time to time);

(2) the most recent unaudited condensed semi-annual financial statements of EIB (as published on EIB's
website from time to time); and

(3) all amendments and supplements to this Offering Circular prepared from time to time by EIB,

save that any statement contained herein or in a document all or a relevant portion of which is incorporated by
reference herein shall be deemed to be modified or superseded for the purposes of this Offering Circular to the
extent that a statement contained in any subsequent incorporated document modifies or supersedes such earlier
statement. References to this "Offering Circular" shall be taken to mean this document and all the documents
from time to time incorporated by reference herein and forming part hereof.

Copies of any documents incorporated by reference herein will be available for viewing in electronic form on the
website of EIB (www.eib.org).
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SUMMARY OF THE FACILITY

The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed
information appearing elsewhere in this Offering Circular.

Issuer:
European Investment Bank ("EIB").

Description:
Euro Area Reference Note Issuance Facility (the "Facility").

Arrangers:
BNP Paribas and NatWest Markets Plc.

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

Dealers:
Dealers who have acceded to the amended and restated dealer agreement
dated 23 December 2021 (as amended or supplemented from time to time)
between, inter alios, EIB and the Arrangers (the "Dealer Agreement"). The
relevant Dealer(s) appointed in relation to each issue of EARNs will be
identified in the relevant Final Terms (as defined below).

Fiscal Agent, Paying Agent, BNP Paribas Securities Services, Luxembourg Branch or such other or further
LuxCSD
Principal
Agent, fiscal agent, paying agent, LuxCSD principal agent, calculation agent,
Calculation Agent, Transfer transfer agent or registrar as appointed from time to time by EIB.
Agent and Registrar:

Method of Issue:
EARNs will be issued on a syndicated or non-syndicated basis or by any
other method agreed between EIB and the relevant Dealer(s). EARNs will be
issued in series (each a "Series").

Further Issues:
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 the
issue date, the issue price, the first interest payment date (in some cases), the
accrued interest (if any) and the principal amount of the Tranche, will be
identical to the terms of other Tranches of the same Series) will be set out in
the final terms relating to such Tranche (the "Final Terms").

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

Form of EARNs:
EARNs may be issued in bearer, registered or dematerialised form, as
specified in the relevant Final Terms.

Clearing Systems:
EARNs issued in new global note form may be initially delivered to (i) a
Common Safekeeper for the ICSDs or (ii) any other alternative clearing
system specified in the relevant Final Terms, as may be agreed between EIB,
the Fiscal Agent and the relevant Dealer(s).

EARNs issued in registered form represented by a global certificate may be
(i) held under the new safekeeping structure and delivered to and deposited
with a Common Safekeeper for the ICSDs and registered in the name of the
nominee of the Common Safekeeper for the accounts of the ICSDs or (ii)
held in any other alternative clearing system specified in the relevant Final
Terms, as may be agreed between EIB, the Fiscal Agent and/or the Registrar
and the relevant Dealer(s).

EARNs issued in dematerialised form must be registered at all times in the
issuance account (compte d'émission) held by the sole settlement
organisation, namely LuxCSD.
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Currency:
EARNs will only be issued in euro.

Maturities:
366 days or over, as specified in the relevant Final Terms.

Denominations:
The denomination of the EARNs will be specified in the relevant Final
Terms, and in the case of EARNs offered and sold within the United States
pursuant to Rule 144A, such EARNs shall be in minimum denominations of
EUR 100,000 and integral multiples of EUR 1,000 in excess thereof.

Interest:
Fixed or floating rate interest, as applicable, will be payable in arrear on the
interest payment date(s) as shall be specified in the relevant Final Terms.

Redemption:
EARNs are not subject to redemption prior to maturity.

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

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

Negative Pledge:
None.

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

Governing Law:
The EARNs and any non-contractual obligations arising out of or in
connection with the EARNs will be governed by, and shall be construed in
accordance with, the laws of the Grand Duchy of Luxembourg.

Listing/Admission to Trading:
Application may be made for EARNs issued under the Facility to be listed on
the Official List and admitted to trading on the regulated market of the
Luxembourg Stock Exchange. The Facility also permits EARNs to be listed
and admitted to trading by such other or further listing authorities, stock
exchanges or regulated markets as may be agreed with EIB or to be issued on
an unlisted basis and will be specified in the relevant Final Terms in respect
of the issue of any EARNs.

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

Selling Restrictions:
There are restrictions on the offer, sale or delivery of the EARNs and the
distribution of this Offering Circular and other offering material relating to
the EARNs in various jurisdictions. See "Subscription and Sale--Selling
restrictions".

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TERMS AND CONDITIONS OF THE EARNS

The following is the text of the terms and conditions (the "Conditions") to which (subject to completion and
amendment and as modified and/or supplemented by the relevant Final Terms) the EARNs of any Series, the first
Tranche of which is issued after 23 December 2021, will be subject.

The European Investment Bank ("EIB") has established a Euro Area Reference Note Issuance Facility (the
"Facility") for the issuance of Euro Area Reference Notes ("EARNs"). EARNs issued under the Facility are
issued pursuant to an Amended and Restated Agency Agreement (the "Agency Agreement") dated
23 December 2021 (as amended, restated or supplemented as of the date of issue of the relevant EARNs (the
"Issue Date")) between EIB as issuer and BNP Paribas Securities Services, Luxembourg Branch as fiscal agent
and as the other agents named therein. The fiscal agent, the paying agent, the LuxCSD principal agent, the
calculation agent, the transfer agent and the registrar are referred to below as the "Fiscal Agent", the "Paying
Agent", the "LuxCSD Principal Agent", the "Calculation Agent", the "Transfer Agent" and the "Registrar"
respectively. The expression "Paying Agents" shall include the Fiscal Agent, the Paying Agent and, to the
extent applicable, the LuxCSD Principal Agent. The holders of EARNs are deemed to have notice of all of the
provisions of the Agency Agreement applicable to them.

References in these Conditions to "EARNs" are to the EARNs of one Series only, not to all EARNs that may be
issued under the Facility.

Copies of the Agency Agreement are available for inspection at the registered office of EIB and at the specified
office of the Fiscal Agent in Luxembourg during normal business hours.

1
Form, Denomination and Title

The EARNs may be issued in bearer form, registered form or dematerialised form in each case in the
Specified Denomination, as specified in the relevant Final Terms.

(a)
Bearer form

If the relevant Final Terms specify that the EARNs shall be issued in bearer form and cleared through
Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream, Luxembourg",
together with Euroclear, the "ICSDs"), the EARNs will be represented on issue by a permanent global
bearer note (each a "Global EARN") in (i) new global note form ("NGN") without interest coupons
which will be deposited on or prior to the Issue Date of the relevant Tranche with a common safekeeper
(a "Common Safekeeper") for the ICSDs, or (ii), if cleared through any other alternative clearing
system, as specified in the relevant Final Terms, in a manner which would allow the EARNs to be
recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations, subject
to the satisfaction of the Eurosystem eligibility criteria.

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

(b)
Registered form

If the relevant Final Terms specify that the EARNs shall be issued in registered form and cleared
through the ICSDs, the EARNs will be represented on issue by a global certificate (each a "Global
Certificate") which will be held (i) under the new safekeeping structure ("NSS"), or (ii), if cleared
through any other alternative clearing system, as specified in the relevant Final Terms, in a manner
which would allow the EARNs to be recognised as eligible collateral for Eurosystem monetary policy
and intra-day credit operations, subject to the satisfaction of the Eurosystem eligibility criteria. In the
case of EARNs in registered form to be cleared through the NSS, each Global Certificate will be
deposited on or prior to the Issue Date of the relevant Tranche with a Common Safekeeper for the
ICSDs and registered in the name of the nominee of the Common Safekeeper for the accounts of the
ICSDs.

The Registrar shall maintain a register of holders of the EARNs issued in registered form for each
Series of registered EARNs (the "Register"), in accordance with the provisions of the Agency
Agreement.

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