Bond Euro Investment Bank 0% ( XS2120068403 ) in EUR

Issuer Euro Investment Bank
Market price 100 %  ⇌ 
Country  Luxembourg
ISIN code  XS2120068403 ( in EUR )
Interest rate 0%
Maturity 25/03/2025 - Bond has expired



Prospectus brochure of the bond European Investment Bank XS2120068403 in EUR 0%, expired


Minimal amount /
Total amount /
Detailed description The European Investment Bank (EIB) is the European Union's long-term lending institution, financing projects that contribute to EU policy goals.

The Bond issued by Euro Investment Bank ( Luxembourg ) , in EUR, with the ISIN code XS2120068403, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Bond maturity is 25/03/2025








CONFORMED COPY
EILA KREIVI AUGUSTINA DOUGHTY-PAPASSIDERIS






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" ).

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 Final Terms
(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 may be issued without listing on any 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" ) 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



BNP PARIBAS
THE ROYAL BANK OF
SCOTLAND








This Offering Circular is dated as of 5 December 2014.








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.

This Offering Circular is to be read in conjunction with all documents which are incorporated herein by
reference (see "Documents Incorporated by Reference").

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 Final Terms. In connection with the issue of any EARNs, the "Stabilising Agent" (or
persons acting on behalf of the Stabilising Agent) may over-allot 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. Any stabilisation action or over-
allotment must be conducted by the Stabilising Agent (or any person acting on behalf of any Stabilising Agent)
in accordance with all applicable laws and rules.


TABLE OF CONTENTS

Page
SUMMARY OF THE FACILITY .......................................................................................................................... 3
DOCUMENTS INCORPORATED BY REFERENCE .......................................................................................... 5
TERMS AND CONDITIONS OF THE EARNs ..................................................................................................... 6
USE OF PROCEEDS ............................................................................................................................................ 10
SUBSCRIPTION AND SALE .............................................................................................................................. 10
GENERAL INFORMATION ............................................................................................................................... 10
FORM OF FINAL TERMS ................................................................................................................................... 11

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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:
BNP Paribas and The Royal Bank of Scotland plc

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 5 December 2014 (the "Dealer Agreement").

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").

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
issue date, issue price, first interest payment date (if any), 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 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:
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 Final Terms.

Clearing Systems:
Clearstream, Luxembourg, Euroclear and, in relation to any Series, such
other clearing system as specified in the relevant Final Terms 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, as specified in the relevant Final Terms.

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

Interest:
Fixed interest will be payable annually in arrear on a date in each year as
shall be specified in the relevant Final Terms. 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".

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

Listing:
The regulated market of the Luxembourg Stock Exchange or as otherwise
specified in the relevant Final Terms. Unlisted bonds and bonds listed on the
regulated markets at other stock exchanges may also be issued.

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

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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 its website from time to time); and
(2) 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 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 thereof.

Copies of any documents incorporated by reference herein may be obtained from the specified office of the
Fiscal Agent in Luxembourg during normal business hours so long as any of the EARNs are outstanding and will
be available for viewing in electronic form on the website of EIB (www.eib.org).

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TERMS AND CONDITIONS OF THE EARNs

There follows the text of the terms and conditions (the "Conditions") to which (subject to completion and
amendment by the relevant Final Terms) the EARNs of any Series, the first Tranche of which is issued after 5
December 2014, will be subject:

The EARNs are issued pursuant to an Amended and Restated Agency Agreement (the "Agency Agreement")
dated as of 5 December 2014 (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 or such
other date as specified in the Final Terms (the "Interest Commencement Date") at the Interest Rate
payable annually in arrears on each Interest Payment Date.

If an Interest Amount (or Broken Amount in respect of any period less than or more than one year), or a
method for calculation of the amount of interest, is specified in the relevant Final Terms, the amount of
interest payable on the applicable Interest Payment Date shall be that Interest Amount (or Broken
Amount) or shall be calculated in accordance with that method specified, instead of the amount of
interest calculated or method specified in accordance with this Condition 2.

(b)
Interest on Floating Rate EARNs

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

The Reference Rate shall unless otherwise set out in the relevant Final Terms 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
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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.

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 ("Actual/365" or "Actual/Actual-
ISDA").

(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 ("Actual/360").

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 (known as TARGET2) system ("TARGET") or any successor thereto is
operating.
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(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 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 or cancelled at EIB's discretion.

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 Final Terms
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 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

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 and unsecured notes or bonds.

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

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(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 98-100 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 is not paid at the maturity
thereof as extended by any applicable grace period therefor or any guarantee given by EIB for borrowed
money is not honoured within 30 days when due and called upon in accordance with its terms.

7
Prescription

Claims against EIB for the payment of interest will become void after five years from the relevant Interest
Payment Date and for the payment of 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 Luxemburger 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 EARNs
having the same terms and conditions as the EARNs, so as to be consolidated and form a single series with the
EARNs and references in these Conditions to "EARNs" shall be construed accordingly.

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.

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.







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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 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 Final
Terms. The Common Code and the International Securities Identification Number (ISIN) for each Series of
EARNs will be set out in the relevant Final Terms.

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
Final Terms (save that the Final Terms relating to the unlisted EARNs will only be available for
inspection by a holder of such EARNs 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.






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