Obligation Euro Investment Bank 0.05375% ( XS0091457027 ) en GBP

Euro Investment Bank

100 % ▼

Luxembourg

XS0091457027 ( en GBP )

0.05375% par an ( paiement annuel )

07/06/2021 - Obligation échue

Prospectus brochure de l'obligation European Investment Bank XS0091457027 en GBP 0.05375%, échue

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.

L'Obligation émise par Euro Investment Bank ( Luxembourg ) , en GBP, avec le code ISIN XS0091457027, paye un coupon de 0.05375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 07/06/2021

OFFERING CIRCULAR
»100,000,000
5.375 per cent. Euro-Fungible Notes due 2021
(to be consolidated and form a single series with the existing
»1,775,000,000 5.375 per cent. Euro-Fungible Notes due 2021 issued in ¢fteen tranches on
12th October, 1998, 4th May, 1999, 7th June, 1999, 8th October, 1999, 5th November, 1999,
12th November, 1999, 8th December, 1999, 8th February, 2000, 19th April, 2000, 11th May, 2000,
22nd June, 2000, 14th September, 2000, 5th October, 2000, 30th November, 2000 and 12th January, 2001)
Issue Price: 104.611 per cent.
(plus 83 days' accrued interest)
Interest on the »100,000,000 5.375 per cent. Euro-Fungible Notes due 2021 (the ``Notes'') will be
payable annually in arrear on 7th June in each year. For the avoidance of doubt, the Notes now being
issued, notwithstanding that they will be represented by a Permanent Global Note, exchangeable in
limited circumstances for de¢nitive Notes, will have the Coupons relating to the payments of interest up
to and including 7th June, 2002 cancelled on issue.
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 principal
amount on 7th June, 2021.
The Notes will from 30th August, 2002 (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'') and Clearstream Banking, socie¤te¤ anonyme
(``Clearstream, Luxembourg'') on the Closing Date and which will be exchangeable for de¢nitive 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 »1,775,000,000 5.375 per cent.
Euro-Fungible Notes due 2021 of European Investment Bank issued in ¢fteen tranches on 12th October,
1998, 4th May, 1999, 7th June, 1999, 8th October, 1999, 5th November, 1999, 12th November, 1999,
8th December, 1999, 8th February, 2000, l9th April, 2000, 11th May, 2000, 22nd June, 2000,
14th September, 2000, 5th October, 2000, 30th November, 2000 and 12th January, 2001 (together, the
``Existing Notes'') so as to form a single issue therewith.
Merrill Lynch International
30th August, 2002

European Investment Bank (``EIB''), having made all reasonable enquiries, con¢rms that this O¡ering
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 O¡ering 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, o¡ering 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 a¡airs of EIB or that other information contained
herein has remained accurate and complete.
The distribution of this O¡ering Circular and the o¡ering or sale of the Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this O¡ering Circular comes are required by
EIB and the Manager to inform themselves about and to observe any such restrictions. For a
description of certain restrictions on o¡ers and sales of Notes and on distribution of this O¡ering
Circular see ``Subscription and Sale'' below.
References herein to ``Pounds Sterling'' or ``»'' are to the currency of the United Kingdom. References
herein to ``euro'' and ``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 by the Treaty on European Union and as amended by the Treaty of Amsterdam.
In connection with this issue, Merrill Lynch International may over-allot or e¡ect transactions with a
view to supporting the market price of the Notes and the Existing Notes at a level higher than that which
might otherwise prevail for a limited period. However, there may be no obligation on Merrill Lynch
International or any agent of his to do this. Such stabilising, if commenced, may be discontinued at any
time and must be brought to an end after a limited period.
TABLE OF CONTENTS
Page
Terms and Conditions of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Summary of Provisions relating to the Notes while in Global Form . . . . . . . . . . . . . . . . .
8
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
Subscription and Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
2

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 5.375 per cent. Euro-Fungible Notes due 7th June, 2021 of European Investment Bank (``EIB'') are
issued in an aggregate principal amount of »1,875,000,000 of which »250,000,000 were issued on
12th October, 1998, »100,000,000 were issued on 4th May, 1999, »100,000,000 were issued on 7th June,
1999, »125,000,000 were issued on 8th October, 1999, »150,000,000 were issued on 5th November, 1999,
»100,000,000 were issued on 12th November, 1999, »100,000,000 were issued on 8th December, 1999,
»100,000,000 were issued on 8th February, 2000, »100,000,000 were issued on 19th April, 2000,
»100,000,000 were issued on 11th May, 2000, »100,000,000 were issued on 22nd June, 2000,
»175,000,000 were issued on 14th September, 2000, »100,000,000 were issued on 5th October, 2000,
»100,000,000 were issued on 30th November, 2000 and »75,000,000 were issued on 12th January, 2001
(together, the ``Existing Notes'') and »100,000,000 were issued on 30th August, 2002 (the ``Further
Notes''). The Existing Notes and the Further Notes are together referred to as the ``Notes''. In
connection with the Notes, EIB has entered into a Fiscal and Paying Agency Agreement dated
12th October, 1998 as supplemented by a First Supplemental Fiscal and Paying Agency Agreement
dated 4th May, 1999, by a Second Supplemental Fiscal and Paying Agency Agreement dated 7th June,
1999, by a Third Supplemental Fiscal and Paying Agency Agreement dated 8th October, 1999, by a
Fourth Supplemental Fiscal and Paying Agency Agreement dated 5th November, 1999, by a Fifth
Supplemental Fiscal and Paying Agency Agreement dated 12th November, 1999, by a Sixth
Supplemental Fiscal and Paying Agency Agreement dated 8th December, 1999, by a Seventh
Supplemental Fiscal and Paying Agency Agreement dated 8th February, 2000 by an Eighth
Supplemental Fiscal and Paying Agency Agreement dated 19th April, 2000, by a Ninth Supplemental
Fiscal and Paying Agency Agreement dated 11th May, 2000, by a Tenth Supplemental Fiscal and
Paying Agency Agreement dated 22nd June, 2000, by an Eleventh Supplemental Fiscal and Paying
Agency Agreement dated 14th September, 2000, by a Twelfth Supplemental Fiscal and Paying Agency
Agreement dated 5th October, 2000, by a Thirteenth Supplemental Fiscal and Paying Agency
Agreement dated 30th November, 2000, by a Fourteenth Supplemental Fiscal and Paying Agency
Agreement dated 12th January, 2001 and by a Fifteenth Supplemental Fiscal and Paying Agency
Agreement dated 30th August, 2002 (together, the ``Fiscal and Paying Agency Agreement'') each made
between EIB, Citibank, N.A. as ¢scal agent and principal paying agent and the paying agents named in
it. The ¢scal 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 and Paying Agency Agreement. Copies of the Fiscal and Paying
Agency Agreement are available for inspection at the speci¢ed o/ces of the Paying Agents. The holders
of the Notes and the Coupons (as de¢ned below) are entitled to the bene¢t of, are bound by, and are
deemed to have notice of, all the provisions of the Fiscal and Paying Agency Agreement.
1.
Form, Denomination and Title
The Notes are issued in bearer form in the denomination of »1,000 with interest coupons (``Coupons'')
attached.
Title to the Notes and Coupons will pass by delivery. EIB and the Paying Agents may deem and treat
the bearer of each Note and Coupon to be the absolute owner thereof for the purpose of making
payments and for all other purposes.
2.
Redenomination
EIB may, without the consent of the holders of the Notes and Coupons, on giving at least 30 days' prior
notice to the holders of the Notes, elect that, with e¡ect from any date for payment of interest under the
Notes as may be speci¢ed in that notice (the ``Redenomination Date'') falling on or after the date on
which the United Kingdom becomes one of the countries participating in the third stage of economic
and monetary union pursuant to the Treaty establishing the European Community, each Note shall be
deemed to be denominated in such amount of euro as is equivalent to its denomination in Pounds
3

Sterling, converted into euro at the rate for the conversion of Pounds Sterling (including compliance
with rules relating to roundings in accordance with applicable European Community regulations) into
euro established by the Council of the European Union pursuant to Article 123 of the Treaty
establishing the European Community, as amended by The Treaty of Amsterdam. Such amount shall be
rounded down to the nearest integral multiple of 8 euro. Any fraction of 8 euro arising therefrom shall
be paid to the holder of the Coupon due on the Redenomination Date on presentation of such Coupon
in addition to the payment of interest otherwise payable on such Coupon. On and after the
Redenomination Date all payments in respect of the Notes will be made solely in euro, including
payments of interest in respect of periods before the Redenomination Date.
``euro'' means the currency introduced at the start of the third stage of economic and monetary union
pursuant to the Treaty establishing the European Community.
In addition, EIB may, without the consent of the holders of the Notes and Coupons, on giving not less
than 30 days' prior notice to the holders of the Notes, elect that with e¡ect from the Redenomination
Date or such later date for payment of interest under the Notes as it may specify in that notice (the
``Speci¢ed Date''), the denomination of the Notes shall be euro 8, euro 10,000 and euro 100,000. In such
event, the then existing euro-denominated Notes (the ``Original Notes'') shall be exchangeable at the
speci¢ed o/ce of the Fiscal Agent, and at the speci¢ed o/ces of the Paying Agents, for Notes of such
new denominations (``New Notes'') having the same aggregate principal amount as the Original Notes
so exchanged together with Coupons in respect of future interest payments on such New Notes.
With e¡ect from the Speci¢ed Date all unmatured Coupons relating to the Original Notes (whether or
not attached) shall become void and no payment will be made in respect of them.
References in the terms and conditions to any business day, day-count fraction or other convention
(whether for the calculation of interest, determination of payment dates or otherwise) shall, if di¡erent,
with e¡ect from the Redenomination Date, be deemed to be amended to comply with any conventions
applicable to euro-denominated obligations pursuant to applicable requirements of relevant monetary,
stock exchange or other authorities, applicable European Community and national laws and
regulations and such market practices consistent therewith as the Fiscal Agent, in its discretion, shall
determine to be applicable for the redenomination and exchange of Eurobonds held in international
clearing systems and these terms and conditions shall be deemed to be amended accordingly.
Any such redenomination and exchange of Notes shall be subject in all cases to compliance with all
applicable requirements of relevant monetary, stock exchange or other authorities, applicable European
Community and national laws and regulations and such market practices consistent therewith as the
Fiscal Agent, in its discretion, shall determine to be applicable for the redenomination and exchange of
Eurobonds held in international clearing systems and these terms and conditions shall be deemed to be
amended accordingly.
Upon any change to these terms and conditions pursuant to a redenomination or exchange, notice
thereof will be given to holders of Notes in accordance with Condition 10.
Determinations made by the Fiscal Agent will, in the absence of manifest error, be conclusive and
binding on EIB and the holders of Notes and Coupons.
3.
Interest
The Notes bear interest from 12th October, 1998 at the rate of 5.375 per cent. per annum payable
annually in arrear on 7th June in each year. For the avoidance of doubt, the Coupons attached to the
Further Notes relating to the payments of interest up to and including 7th June, 2002 have been
cancelled on issue. The Notes will cease to bear interest from the due date for redemption unless, upon
due presentation, payment of principal is improperly withheld or refused. Where interest is to be
calculated in respect of a period of less than one year, it will be calculated on the basis of a 360-day year
of 12 months of 30 days each and, in the case of an incomplete month, the number of days elapsed.
4

4.
Redemption and Purchase
Unless previously redeemed or purchased and cancelled as described herein, EIB will redeem the Notes
at par on 7th June, 2021.
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, together with any unmatured Coupons
appertaining thereto, to the Fiscal Agent for cancellation.
5.
Payments
Payments in respect of principal and interest will be made to the bearer against surrender of Notes or, as
the case may be, Coupons at the speci¢ed o/ce of any of the Paying Agents for the time being. The
speci¢ed o/ces of the initial Paying Agents appear below.
Payments made before the Redenomination Date will be made in Pounds Sterling by cheque drawn on,
or by credit or transfer to a Pounds Sterling account speci¢ed by the payee with, a bank in the United
Kingdom. Payments made on or after the Redenomination Date will be made in euro by credit or
transfer to a euro account (or any other account to which euro may be credited or transferred) speci¢ed
by the payee.
Payments will be subject in all cases to any ¢scal or other laws and regulations applicable thereto.
If any day for payment of principal or interest in respect of any Note is not a day on which banks are
open for business and carrying out transactions in Pounds Sterling or euro (as the case may be) in the
place where it is presented for payment, credit or transfer instructions in respect of such payments shall
not be given and (in the case of payments in Pounds Sterling) cheques will not be drawn until the next
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 e¡ected 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 ¢scal agent or additional or other paying agents provided that it
will at all times while any Note is outstanding maintain (i) a ¢scal 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
speci¢ed o/ce in the city of that stock exchange. Notice of any such termination or appointment and of
any changes in the speci¢ed o/ce of any Paying Agent will be given to the Noteholders in accordance
with Condition 10.
Notes should be presented for redemption or payment together with all unmatured Coupons related
thereto, failing which (subject to Condition 2) the amount of any missing unmatured Coupon (or, in the
case of payment not being made in full, that proportion of the amount of such unmatured Coupon
which the sum of principal so paid bears to the principal amount due), will be deducted from the sum
due for payment. Any amount of principal so deducted will be paid in the manner mentioned above
against presentation and surrender of the relevant Coupon at any time following such deduction, but
not later than ten years after the relevant due date for the payment of such principal.
6.
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
5

and rateably with such indebtedness, and the instrument creating such mortgage, pledge or other
security interest will expressly so provide.
7.
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, 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:
7.1
EIB shall default in any payment of interest in respect of any of the Notes and such default shall
not have been remedied by payment thereof within 30 days; or
7.2
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 o/ce at 100 Boulevard Konrad Adenauer, L-2950
Luxembourg or at such other address as shall be noti¢ed to the holders of the Notes in accordance
with Condition 10; or
7.3
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.
8.
Replacement of Notes and Coupons
In the case of theft, loss or other involuntary dispossession or mutilation of any Note or Coupon,
application for replacement thereof is to be made at the principal o/ce of the Fiscal Agent. Any such
Note or Coupon shall be replaced by EIB in compliance with such procedures and on such terms as to
evidence and indemni¢cation 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 or Coupon shall be borne by the applicant. Mutilated Notes or Coupons must be surrendered
before new ones will be issued.
9.
Prescription
Interest will cease to be payable after ¢ve years from the relevant interest payment date and principal
after ten years from the due date for payment thereof.
10.
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 newspapers 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.
11.
Further Issues and Consolidation
EIB may from time to time, without the consent of the holders of the Notes and Coupons, create and
issue further notes so as to be consolidated and form a single issue with the Notes.
EIB may also from time to time, without the consent of the holders of the Notes and Coupons,
consolidate the Notes with one or more issues of other notes issued by it, whether or not originally
issued in Pounds Sterling or euro, provided that such other notes have been redenominated in euro (if
not originally denominated in euro or ECU) and otherwise have, in respect of all periods subsequent to
such consolidation, the same terms and conditions as the Notes.
The relevant Fiscal and Paying Agency Agreement(s) will be amended accordingly.
6

12.
Governing Law and Jurisdiction
The Notes and Coupons 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 or any other country where EIB shall hereafter have its legal seat.
7

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 e¡ect of the terms and conditions of the Notes set out in this document. 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 De¢nitive 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 principal in respect of any Notes is not paid
when due and payable or (iii) if EIB would su¡er a material disadvantage in respect of the Notes as a
result of a change in laws or regulations which would not be su¡ered were the Notes in de¢nitive form
and a certi¢cate to such e¡ect 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
De¢nitive Notes on or after the Exchange Date speci¢ed in the notice.
If principal 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 speci¢ed principal 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 principal amount of Notes represented thereby) for De¢nitive Notes
on or after the Exchange Date (as de¢ned below) speci¢ed in such notice.
On or after any Exchange Date (as de¢ned 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 principal amount of duly executed De¢nitive Notes (having
attached to them all Coupons in respect of interest which has not already been paid on the Global Note),
security printed in accordance with any applicable legal and stock exchange requirements and in or
substantially in the form set out in Schedule 1 to the Fifteenth Supplemental Fiscal and Paying Agency
Agreement. 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 De¢nitive 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 speci¢ed o/ce 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 principal and interest 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 noti¢ed 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 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
8

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.
4.
Purchase and Cancellation
Cancellation of any Note to be cancelled following its purchase will be e¡ected by reduction in the
principal 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 7 by stating in the notice to EIB the principal
amount of Notes which is being declared due and payable.
6.
Redenomination and Consolidation
On the Speci¢ed Date the Notes shall become New Notes without the need for the Global Note to be
presented for exchange.
On consolidation of the Notes, EIB may issue a replacement Global Note in exchange for the global
notes of the issues consolidated. The relevant clearing systems may, in such circumstances, require a
change of the common depositary.
USE OF PROCEEDS
The net proceeds of the sale of the Notes, which will amount to approximately »105,675,236 will be used
in the general operations of EIB.
9

SUBSCRIPTION AND SALE
Merrill Lynch International (the ``Manager'') has, pursuant to a Subscription Agreement dated
30th August, 2002, agreed with EIB, subject to the satisfaction of certain conditions, to subscribe for the
Notes at an issue price of 104.611 per cent. of the principal amount of the Notes, plus 83 days' accrued
interest.
There will be a combined selling concession and management and underwriting fee of 0.175 per cent. of
the principal amount of the Notes. The Subscription Agreement entitles the Manager to terminate the
Subscription Agreement in certain circumstances prior to payment to EIB.
No action is being taken by EIB or the Manager to permit a public o¡ering of the Notes, or the
distribution of any document, in or from any jurisdiction where action would be required for such
purposes. Accordingly, the Notes may not be directly or indirectly o¡ered or sold or any o¡ering
circular, prospectus, form of application, advertisement or other o¡ering material distributed or
published in any country or jurisdiction except in compliance with any applicable laws or regulations. In
particular, no representation is made that the Notes may lawfully be sold in compliance with any
applicable registration requirements and neither EIB nor the Manager assumes any responsibility for
facilitating such sales.
10