As filed with the Securities and Exchange Commission on September 26, 2023

Registration No. 333-

Washington, D.C. 20549

REGISTRATION STATEMENT
UNDER SCHEDULE B

OF
THE SECURITIES ACT OF 1933

European Investment Bank

(Name of Registrant)

(Address of Registrant)

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The European Investment Bank, or “EIB”, from time to time may offer its securities denominated in U.S. dollars, in euro, in another currency of any of the member states of the European Union, in Japanese yen, or in other currencies to be determined at the time of sale.  The maximum aggregate principal amount of securities that may be issued is $16,197,166,000 treating any offering of securities in a currency or currencies other than the U.S. dollar as the equivalent in U.S. dollars based on the applicable exchange rate at the date of issue.

The securities will be offered from time to time in amounts and at prices and on terms to be determined at the time of sale and to be set forth in supplements to this prospectus.  The securities will be unconditional, direct and general obligations of the EIB in accordance with the terms for their payment and performance.  The securities will rank pari passu with any present or future indebtedness of the EIB represented by any unsubordinated and unsecured notes or bonds.

The specific designation, aggregate principal amount and other terms in connection with the offering and sale of each issue of securities will be set forth in a prospectus supplement.  You should read this prospectus and any prospectus supplement carefully.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete.  Any representation to the contrary is a criminal offense.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement of the EIB filed with the Securities and Exchange Commission (the “SEC”), under Schedule B of the U.S. Securities Act of 1933, as amended (the “Securities Act”), using a “shelf” registration process.  Under this shelf registration process, we may, from time to time, offer and sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $16,197,166,000 or the equivalent of this amount in foreign currencies.

This prospectus provides you with a general description of the securities we may offer.  Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering.  The prospectus supplement may also add, update or change information contained in this prospectus.

We are not offering to sell these securities or soliciting offers to purchase these securities in any jurisdiction where the offer or sale is not permitted.  You should not assume that the information in this prospectus, any prospectus supplement or any document incorporated by reference therein is accurate or complete at any date other than the date indicated on the cover page of those documents.  Our business, financial condition, results of operations, and prospects may have changed since those dates.

References in this prospectus to “we”, “our” or “us” are to the EIB.  References to “euro”, “EUR” or “€” are to the single currency of the member states (the “Member States”, and each a “Member State”) of the European Union (the “EU”) participating in the third stage of the Economic and Monetary Union pursuant to the Treaty on the Functioning of the European Union, as amended and supplemented from time to time (the “TFEU”).  References to “U.S. dollars”, “USD”, “U.S. $”, “dollar” or “$” are to the lawful currency of the United States.

WHERE YOU CAN FIND MORE INFORMATION

The registration statement of which this prospectus forms a part, including the attached exhibits and schedules, contains additional relevant information about the securities.  The rules and regulations of the SEC allow us to omit certain information included in the registration statement from this prospectus.

While the EIB is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), we file reports and other information with the SEC under the Exchange Act on a voluntary basis.  The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC (http://www.sec.gov), on which all our filings made after December 15, 2002 are available.

INCORPORATION BY REFERENCE

The SEC allows us to “incorporate by reference” into this prospectus the information we file with the SEC, which means that:

This prospectus incorporates by reference the documents listed below that we previously filed with the SEC.  They contain important information about us.

We also incorporate by reference in this prospectus all subsequent Annual Reports filed with the SEC on Form 18-K under the Exchange Act, as well as any subsequent amendments thereto filed with the SEC on Form 18-K/A to the extent such filings, or portions of such filings, indicate that they are intended to be incorporated by reference in this prospectus.  Furthermore, we incorporate by reference in this prospectus any other future filings, or portions of such filings, made with the SEC to the extent such filings, or such portions of such filings, indicate that they are intended to be incorporated by reference in this prospectus.

All filings, or portions of such filings, filed by us pursuant to the Exchange Act after the filing of this Registration Statement and prior to effectiveness of this Registration Statement shall be deemed to be incorporated by reference into this prospectus to the extent such filings, or such portions of such filings, indicate that they are intended to be incorporated by reference in this prospectus.

Upon written or oral request, we will provide to any person, including any beneficial owner, to whom a copy of this prospectus is delivered, at no cost to such person, a copy of any or all of the information that has been incorporated by reference in this prospectus but not delivered with this prospectus.  You may make such a request by writing or telephoning us at the following address or telephone number:

FORWARD-LOOKING STATEMENTS

This prospectus and any prospectus supplement and documents incorporated by reference in this prospectus and any prospectus supplement may contain forward-looking statements. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. These statements generally may be identified by the use of forward-looking words, phrases, and expressions such as “believe”, “expect”, “aim”, “anticipate”, “intend”, “foresee”, “forecast”, “predict”, “project”, “estimate”, “likely”, “may”, “might”, “will”, “could”, “should”, “would”, “seek”, “plan”, “scheduled”, “possible”, “continue”, “potential”, “outlook”, “target” or other similar words, phrases, and expressions; provided that the absence thereof does not mean that a statement is not forward-looking.

Forward-looking statements involve inherent risks, uncertainties, and other factors that may cause our actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed or implied in these forward-looking statements.  Although we believe that the expectations reflected in such forward-looking statements were reasonable as of the date they were made, no assurance can be given that such expectations will prove to have been correct.  Accordingly, actual results could differ materially from those contained in any forward-looking statements.  Consequently, you are cautioned not to place undue reliance on forward-looking statements.

Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly or release any revisions to these forward-looking statements in light of new information or to reflect events or circumstances after the date of the particular statement or to reflect the occurrence of unanticipated events, except to the extent required by applicable law.  All subsequent forward-looking statements attributable to us or any person acting on our behalf are qualified by the cautionary statements herein.

THE EUROPEAN INVESTMENT BANK

The EIB is an autonomous public institution established by the TFEU.  The EIB’s capital is subscribed by the Member States of the EU.  The EIB has never defaulted on the payment of principal of or interest on any security issued by it.  The EIB grants finance, in particular, in the form of loans and guarantees, for investments, utilizing its own capital resources and borrowings on capital markets.  The EIB is situated at 98-100, boulevard Konrad Adenauer, L-2950 Luxembourg, Grand Duchy of Luxembourg.  The EIB’s internet address is at http://www.eib.org.  Information available on this website is not, and shall not be deemed to be, part of or incorporated by reference into this prospectus.

Under the TFEU, the task of the EIB is to contribute, by having recourse to the capital market and utilizing its own resources, to the balanced and steady development of the internal market in the interest of the EU.  For this purpose, operating on a non-profit-making basis, the EIB is required by the TFEU to grant loans and give guarantees in all sectors of the economy for projects which develop the less-developed regions of the EU and, where the projects are of such size or nature that they cannot be entirely financed from resources available in the individual Member States, for projects which modernize or convert undertakings or develop new activities called for by the establishment or functioning of the internal market, or which are of common interest to several Member States.  In addition, the EIB grants loans and gives guarantees for projects outside the EU, generally within the framework of agreements between the EU and non-Member States.

The EIB is separate from the EU institutions and it has its own governing bodies, sources of revenues and financial operations and is solely responsible for its indebtedness.  The EIB is principally governed by certain provisions of the TFEU and the Treaty on European Union, as amended and supplemented from time to time  (the “TEU”), the Statute of the EIB, as amended and supplemented from time to time (the “Statute”), which is annexed to the TEU and TFEU as Protocol (No 5) on the Statute of the European Investment Bank, and Protocol (No 7) on the Privileges and Immunities of the European Union, as amended and supplemented from time to time, which is annexed to the TEU and TFEU (the “Protocol”).

The TFEU establishes the EIB and defines the mission of the EIB.  The Statute sets forth the objectives, structure, capital, membership, financial resources, means of intervention and auditing arrangements of the EIB.  The Protocol gives the EIB a range of privileges and immunities considered necessary for the performance by the EIB of its tasks and other functions.

The TFEU provides that the members of the EIB shall be the Member States.  As a result, as of the date of this prospectus, the shareholders of the EIB are the 27 Member States of the EU.  The following table sets out the share of each Member State in the subscribed capital of the EIB as of the date of this prospectus:

As of February 1, 2020, in accordance with Article 50 of the TEU and the Agreement on the withdrawal of the United Kingdom of Great Britain and Northern Ireland from the European Union and the European Atomic Energy Community, the United Kingdom ceased to be a Member State.  The withdrawal of the United Kingdom from the EU automatically resulted in the termination of its membership of the EIB and its share of the EIB’s subscribed capital.  Effective February 1, 2020, the share of the United Kingdom in respect of the EIB’s subscribed capital was fully replaced by a pro rata capital increase of the remaining Member States. Following this capital replacement and a further capital increase by two Member States (i.e., Poland and Romania) in the first quarter of 2020, the EIB’s called, or paid-in, capital amounted to approximately EUR 22.2 billion and its callable, or unpaid, capital amounted to approximately EUR 226.6 billion.

The Statute provides that the Member States shall be liable only up to the amount of their share of the capital subscribed and not paid up.  The board of directors of the EIB may require payment of the balance of the subscribed capital, to such extent as may be required by the EIB to meet its obligations.  Each Member State shall make this payment in proportion to its share of the subscribed capital.

The EIB is directed and managed by a board of governors, a board of directors and a management committee. 

The board of governors consists of government ministers, usually ministers of finance, appointed by the Member States.  The board of governors lays down general directives on the credit policy of the EIB, in accordance with the EU’s objectives, and ensures that such directives are implemented.  In addition, the board of governors decides, among other matters, on increases in the subscribed capital and the EIB’s participation in financing operations outside the EU. The board of governors also approves the annual report of the board of directors as well as the annual balance sheet and profit and loss account. Decisions of the board of governors are based on a voting regime ranging from simple majority (representing at least 50% of the subscribed capital) and qualified majority (requiring 18 votes in favor and 68% of the subscribed capital) to unanimity.

The board of directors is composed of 28 directors and 31 alternate directors, each appointed for a period of five years by the board of governors on nomination by the Member States and the Commission of the EU.  There are also six non-voting experts co-opted to the board of directors.  Functions of the board of directors include, but are not limited to, the following: (a) taking decisions in respect of granting finance, in particular in the form of loans and guarantees, and raising loans; (b) fixing the interest rates on loans granted and the commission and other charges; and (c) ensuring that the EIB is managed in accordance with the provisions of the TFEU and the Statute and the general directives laid down by the board of governors.  Decisions of the board of directors are based on a voting regime ranging from one third of its members (representing at least 50% of the subscribed capital) and qualified majority (requiring 18 votes in favor and 68% of the subscribed capital) to unanimity.  The board of directors may also delegate some of its functions to the management committee.

The management committee consists of the president and vice-presidents appointed for a period of six years by the board of governors on a proposal from the board of directors.  The management committee as the executive body of the EIB is responsible for the day-to-day business of the EIB.  The management committee prepares the decisions of the board of directors, in particular, the decisions on the raising of loans and the granting of finance, in particular in the form of loans and guarantees, and it ensures that such decisions are implemented.  The management committee acts by a majority when delivering opinions on proposals for raising loans or granting finance, in particular in the form of loans and guarantees.

The EIB has a legal personality and possesses in each of the Member States the most extensive legal capacity accorded to legal persons under the laws of each such Member State.  It may acquire and transfer property and sue and be sued in its own name.

The property of the EIB is exempt from all forms of requisition or expropriation.  The archives of the EIB are inviolable.  The EIB and its assets, revenue, and other property are also exempt from all direct taxes of the Member States. In addition, the EIB is exempt from any fiscal charges in respect of increases in its capital and from any related formalities in the Member State in which the EIB has its seat. Similarly, its dissolution or liquidation will not give rise to any imposition of fiscal charges in the Member States. The activities of the EIB carried out in accordance with the Statute may not be the subject of any turnover tax in the Member States.  Furthermore, the members of the EIB’s organs and its staff are immune from legal proceedings in the territory of each Member State in respect of acts performed by them in their official capacity and continue to enjoy such immunity after they have ceased to hold office.  The EIB is, however, required to waive such immunity wherever it considers that such waiver is not contrary to its interests.

The TFEU provides that the Court of Justice of the European Union having its seat in Luxembourg (the “European Court of Justice”) has exclusive jurisdiction in certain cases involving, among other matters, the fulfillment by Member States of their obligations under the Statute and the lawfulness of measures adopted by the EIB’s board of governors and the EIB’s board of directors.  Subject to the foregoing exclusive jurisdiction of the European Court of Justice, any litigation between the EIB and its creditors or debtors, including claims based on guarantees made by Member States, may be determined by competent national courts of the Member States.  The property and assets of the EIB within the Member States are not, except by judicial decision and with the authorization of the European Court of Justice, subject to attachment or to seizure by way of execution.  See also “Description of Securities—Governing Law, Jurisdiction and Consent to Service of Process”, “Description of Securities—U.S. Foreign Sovereign Immunities Act” and “Enforceability of Civil Liabilities” below.

To be eligible for EIB financing, each investment operation has to contribute to EU policy objectives.  The EIB carries out a detailed appraisal, which includes a review of the technical, environmental, economic, financial, and legal aspects of each investment operation.  Following the detailed appraisal, the EIB forms an opinion on the basis of available data and documents as to whether or not the EIB will provide any financing for the reviewed investment operation.

The EIB is financially independent.  It operates on a broadly self-financing basis, raising resources through bond issues and other debt instruments in international and domestic debt markets.  In addition to large benchmark/reference bonds, the EIB offers public bonds and private placements of smaller size, which seek to meet specific investor requirements as to maturities, currencies, interest rate and other similar terms.  These issues cover a variety of debt products from fixed rate bonds with redemption at final maturity to highly structured securities adapted to the very specific needs of particular investors.  The EIB also offers climate and sustainability awareness bonds from time to time, the proceeds of which may be allocated to eligible projects inside or outside the EU.

USE OF PROCEEDS

DESCRIPTION OF SECURITIES

The following is a brief summary of the terms and conditions of the securities to be offered by the EIB and the fiscal agency agreement with respect thereto.  Copies of the forms of securities and the form of fiscal agency agreement are filed as exhibits to the registration statement of which this prospectus constitutes a part.  This summary does not purport to be complete and is qualified in its entirety by reference to those exhibits.  For a complete description of the securities, you should read those exhibits.

The notes, bonds, debentures and/or other unsecured evidences of indebtedness (the “securities”) may be issued in one or more series (each a “series”), under the fiscal agency agreement, as may be authorized from time to time by the EIB.  Reference is made to the applicable prospectus supplement for the following terms of securities offered thereby:

There will be a fiscal agent or agents for the EIB in connection with the securities whose duties will be governed by the fiscal agency agreement.  The EIB may replace the fiscal agent and may appoint different fiscal agents for different series of securities.  The identity of the fiscal agent for each series of securities will be set forth in the applicable prospectus supplement.  The EIB may maintain deposit accounts and conduct other banking transactions in the ordinary course of business with the fiscal agent.  The fiscal agent is the agent of the EIB, is not a trustee for the holders of the securities and does not have the same responsibilities, obligations or fiduciary duties to act for such holders as would a trustee.

Any monies paid by the EIB to the fiscal agent or any paying agent identified in a prospectus supplement for the payment of the principal of (or premium, if any) or interest on any securities that remain unclaimed at the end of ten years or five years, respectively, after such principal (or premium, if any) or interest shall have become due and payable (whether at maturity, upon call for redemption or otherwise) shall then, together with any interest earned thereon, be repaid to the EIB as soon as reasonably practicable.  Upon such repayment all liability of the fiscal agent and any paying agent with respect to such monies shall cease.  Any obligation the EIB may have to pay the principal of (or premium, if any, on) such securities shall terminate at the end of ten years after such principal (or premium, if any) shall have become due and payable.  Any obligation the EIB may have to pay any interest on such securities shall terminate at the end of five years after such interest shall have become due and payable.

Securities may be issued as discounted securities, which bear no interest or bear interest at a rate which at the time of issuance is below market rates, to be sold at a substantial discount below their stated principal amount.  Special considerations applicable to any discounted securities will be described in the related prospectus supplement.

The securities will be unconditional, direct and general obligations of the EIB in accordance with the terms for their payment and performance.  The securities will rank pari passu with any present or future indebtedness of the EIB represented by any unsubordinated and unsecured notes or bonds.

The principal of all the securities of a series then outstanding (if not already due) may be declared to be due and payable immediately by written notice given to the EIB and the fiscal agent by the holders of not less than a majority in principal amount of all the securities of such series at the time outstanding, if:

The holders of not less than a majority in principal amount of all the securities of such series then outstanding, by written notice given to the EIB and the fiscal agent, may rescind such declaration, at any time after the principal of all the securities of a series shall have been so declared due and payable if:

No such rescission shall impair any right consequent on any subsequent default.

Notices

Notices to the holders of securities will be published in an English language newspaper having a general circulation in London, United Kingdom (expected to be the Financial Times) and in New York City (expected to be The Wall Street Journal).  However, for so long as the securities are in global form, notices may be given by delivery of the relevant notice by the EIB or the fiscal agent to the relevant securities clearing system for communication by each of them to entitled participants in substitution for publication in any such newspaper.  In addition, if and for so long as any of the securities are listed on one or more stock exchanges and the rules and regulations of such stock exchange(s) so require, such notices will also be published in such manner as the rules and regulations of such stock exchange(s) may require.  Any notice shall be deemed to have been given on the date of its publication or, if published more than once on different dates, on the first date on which publication is made.  Notices delivered to the relevant securities clearing system shall be deemed to have been given on the date when delivered.

Repurchase

The EIB shall have the right at any time to purchase securities of a series in the open market or otherwise.  Any securities so purchased may be resold at the EIB’s discretion if not surrendered to the fiscal agent for cancellation.

Amendments

There are three types of changes that the EIB can make to the terms of any series of its securities or, insofar as it affects the securities of a particular series, to the fiscal agency agreement.

Changes Requiring Majority Approval

(i) At any meeting of holders of securities of a series duly called and held, upon the affirmative vote of the holders of not less than a majority in aggregate principal amount of the securities of such series represented at such meeting or (ii) with the written consent of the holders of not less than a majority in aggregate principal amount of the securities of a series then outstanding (or, in either such case, such other percentage as may be set forth in the terms and conditions of the securities of such series with respect to the action being taken), the EIB and the fiscal agent may modify, amend or supplement the terms and conditions of the securities of such series or, insofar as it affects the securities of such series, the fiscal agency agreement, in any way.  Such holders may make, take or give any request, demand, authorization, direction, notice, consent, waiver or other action provided by the fiscal agency agreement or the securities of such series to be made, taken or given by holders of securities of such series.

The quorum at a meeting of holders of securities of a series will be constituted by the persons entitled to vote a majority in principal amount of the outstanding securities of such series.  However, at the reconvening of any meeting adjourned for a lack of a quorum, the persons entitled to vote 25% in principal amount of the outstanding securities of such series shall constitute a quorum for the taking of any action set forth in the notice of the original meeting.

Changes Requiring Unanimous Approval

No such action may, without the consent of the holder of each security of such series affected thereby:

Changes Not Requiring Approval

The EIB and the fiscal agent may, without the vote or consent of any holder of securities, amend the fiscal agency agreement or the securities of any series for the purpose of:

For the avoidance of doubt, no approval is required to make any change to the fiscal agency agreement that affects only securities to be issued under the fiscal agency agreement after the change takes effect.

The securities will be governed by, and interpreted in accordance with, the laws of the State of New York, except as to matters relating to the authorization and execution of the securities by the EIB, which shall be governed by the TFEU and the Statute.

The EIB will expressly accept the jurisdiction of any State or Federal court in the Borough of Manhattan, The City of New York in respect of any action arising out of or based upon the securities of any series which may be instituted in any such court by the holder of a security of such series. Such acceptance of jurisdiction shall not, however, extend to actions brought under U.S. Federal securities laws or any state securities laws.  Notwithstanding the foregoing, any action arising out of or based upon the securities of any series may be instituted by the holder of a security of such series in any competent court of the jurisdiction in which the EIB has its seat.

The EIB will appoint the Ambassador of the European Union to the United States, with address at Delegation of the European Union to the United States, 2175 K Street, N.W., Washington, D.C. 20037, United States of America, as its authorized agent upon whom process may be served in any action arising out of or based upon the securities of any series which may be instituted in any State or Federal court in the Borough of Manhattan, The City of New York by the holder of a security of such series.  Such appointment shall be irrevocable so long as any of the securities of such series remain outstanding unless and until the appointment of a successor authorized agent of the EIB and the acceptance of such appointment by such successor authorized agent.  Such appointment shall not, however, extend to actions brought under U.S. Federal securities laws or any state securities laws.

The EIB will waive (to the extent permitted by law, including, without limitation, EU law applicable to the EIB) irrevocably any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon the securities of any series which may be instituted in any State or Federal court in the Borough of Manhattan, The City of New York by the holder of a security of such series.  This waiver shall not, however, extend to actions brought under U.S. Federal securities laws or any state securities laws.  See also “The European Investment Bank—Legal Status” above.

For further information on the legal status of the property and assets of the EIB located within the EU and certain jurisdiction matters within the EU, see “The European Investment Bank—Legal Status” above.

BOOK-ENTRY, DELIVERY AND FORM

The securities will be issued in the form of one or more fully registered global certificates, registered in the name of Cede & Co. as nominee for The Depository Trust Company (“DTC”), and/or any other form as identified in the applicable prospectus supplement (each a “Global Security”).  The Global Securities will be deposited, until all obligations of the EIB under the securities are satisfied, with a custodian for DTC and/or any other depositary or depositaries identified in the applicable prospectus supplement (each a “Depositary”), which may include Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”).  Beneficial interests in the Global Securities will be represented through accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC, Euroclear, Clearstream and/or any other relevant securities clearing systems.

The EIB anticipates that the following provisions will apply to depositary arrangements:

Upon the issuance of a Global Security, the EIB expects that the applicable Depositary, or its nominee, will credit on its book-entry registration and transfer system the respective principal amounts of the securities represented by such Global Security to the accounts of persons that have accounts with such Depositary, or its nominee (“participants”).  The accounts to be credited shall be designated by the underwriters or agents with respect to such securities or by the EIB if such securities are offered and sold directly by the EIB.  Ownership of beneficial interests in such Global Security will be limited to participants or persons that may hold interests through participants.  Except as provided below, the securities will not be held in definitive form.  Ownership of beneficial interests in such Global Security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the applicable Depositary, or its nominee (with respect to interests of participants) and on the records of direct or indirect participants (with respect to interests of persons other than participants).  Owners of beneficial interests in a Global Security (other than participants) will not receive written confirmation from the applicable Depositary, or its nominee, of their purchases.  Each beneficial owner is entitled to receive, upon request, written confirmation providing details of the transaction as well as periodic statements of its holdings from the Depositary, or its nominee (if such beneficial owner is a participant) or from the participant through which such beneficial owner entered into the transaction (if such beneficial owner is not a participant).  The laws in some jurisdictions require that certain purchasers of securities take physical delivery of such securities in definitive form.  Such limits and such laws may impair the ability to own, transfer or pledge beneficial interests in a Global Security.

Any payment of principal or interest due on any securities on any interest payment date or at maturity will be made available by the EIB to the fiscal agent or any paying agent on or before such date.  On the respective payment date, the fiscal agent and/or any paying agent will make such payments to the Depositary, or its nominee, as the case may be, in accordance with arrangements between the fiscal agent and/or any paying agent and such Depositary, or its nominee.  Such Depositary, or its nominee, upon receipt of any payment of principal or interest, will credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Global Security as shown on the records of such Depositary, or its nominee.  Payments by direct or indirect participants to owners of beneficial interests in such Global Security held through such direct or indirect participants will be governed by standing instructions and customary practices and will be the responsibility of such participants.  Neither the EIB nor the fiscal agent nor any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

So long as a Depositary, or its nominee, is the registered owner or holder, as the case may be, of a Global Security, such Depositary, or such nominee, as the case may be, will be considered the sole owner and holder of the securities represented by such Global Security for all purposes of the securities.  Except as provided below, owners of beneficial interests in a Global Security will not be entitled to have the securities represented by such Global Security registered in their names and will not receive or be entitled to receive physical delivery of securities in definitive form.  Accordingly, each person owning a beneficial interest in a Global Security must rely on the procedures of the applicable Depositary, or its nominee, and, if such person is not a participant, on the procedures of such direct or indirect participant through which such person owns its interest, to exercise any rights of a holder of securities.

Except as otherwise set forth in the applicable prospectus supplement, a Global Security may not be transferred without the prior written consent of the EIB and except as a whole by the applicable Depositary to a nominee of such Depositary, or by a nominee of such Depositary to such Depositary, or any other nominee of such Depositary, or by such Depositary or any such nominee to another Depositary for such securities, or its nominee, or to a successor of the Depositary, or a nominee of such successor.  Securities represented by a Global Security are exchangeable for certificated securities in definitive form (“Certificated Securities”) of like tenor as such securities:

Any security that is exchangeable pursuant to the preceding sentence is exchangeable for Certificated Securities registered in such names as the applicable Depositary shall direct. Certificated Securities may be presented for registration of transfer or exchange at the office of the fiscal agent in such place as is specified in a prospectus supplement.  Subject to the foregoing or as otherwise provided herein or in a prospectus supplement, a Global Security is not exchangeable, except for a Global Security or Global Securities of the same tenor and amount to be registered in the name of the Depositary, or its nominee.

The Depository Trust Company.  DTC has informed the EIB that: DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.  DTC holds and provides asset servicing for U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments that DTC’s participants (“Direct Participants”) deposit with DTC.  DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts.  This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations.  DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”).  DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies.  DTCC is owned by the users of its regulated subsidiaries.  Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants” and together with “Direct Participants”, “Participants”).  The DTC rules applicable to its Participants are on file with the SEC.

The EIB anticipates that the following arrangements will apply to the securities:

Initial settlement of the securities will be made in immediately available funds in the currency in which the securities are denominated (i.e., for value on the date of delivery of the securities).  Certain underwriters are prepared to arrange for currency conversions, if necessary, to enable certain investors to make payments in another currency than the currency in which the securities are denominated (see “Currency Conversions and Foreign Exchange Risks” below).

Investors electing to hold the securities through DTC will follow the settlement practices applicable to U.S. corporate debt obligations.  The securities custody accounts of investors will be credited with their holdings on the settlement date against payment in same-day funds within DTC.

Investors electing to hold the securities through Euroclear or Clearstream accounts will follow the settlement procedures applicable to conventional eurobonds.

Beneficial interests in the Global Securities will be represented, and transfers of such beneficial interests will be effected, through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC, Euroclear or Clearstream.  Investors may elect to hold interests in the securities through any of DTC, Euroclear or Clearstream if they are participants of such systems, or indirectly through organizations which are participants in such systems.

Trading between Euroclear and/or Clearstream Accountholders.  Secondary market sales of book-entry interests in the securities held through Euroclear or Clearstream to purchasers of book-entry interests in the securities through Euroclear or Clearstream will be conducted in accordance with the normal rules and operating procedures of Euroclear and Clearstream and will be settled using the procedures applicable to conventional eurobonds.

Trading between DTC Participants.  Secondary market sales of book-entry interests in the securities between DTC participants will occur in the ordinary way in accordance with DTC rules and will be settled using the procedures applicable to U.S. corporate debt obligations in DTC’s Same Day Funds Settlement System.

Trading between DTC Participants and Euroclear/Clearstream Accountholders.  Secondary market sales of book-entry interests in the securities between DTC participants on the one hand and Euroclear/Clearstream accountholders on the other will be conducted in accordance with the rules and procedures established for such sales by DTC, Euroclear and Clearstream, as applicable, and will be settled using the procedures established for such sales by DTC, Euroclear and Clearstream, as applicable.

Although the foregoing sets out the procedures of DTC, Euroclear and Clearstream in order to facilitate the transfers of interests in the securities among participants of DTC, Euroclear and Clearstream, none of DTC, Euroclear or Clearstream is under any obligation to perform or to continue to perform such procedures and such procedures may be discontinued at any time.  None of the EIB, the underwriters, the fiscal agent or any of their respective agents or affiliates, or any person by whom any of the foregoing is controlled for the purposes of the Securities Act, will have any responsibility for the performance by DTC, Euroclear and Clearstream or their respective direct or indirect participants or accountholders of their respective obligations under the rules and procedures governing their operations or for the sufficiency for any purpose of the arrangements described above.

PLAN OF DISTRIBUTION

The EIB may sell securities in any of the following ways: (i) through underwriters or dealers, (ii) directly to one or a limited number of institutional purchasers, or (iii) through agents.  Each prospectus supplement with respect to securities will set forth the terms of the offering of such securities, including the name or names of any underwriters, the price of such securities and the net proceeds to the EIB from such sale, any underwriting discounts or other items constituting underwriters’ compensation, any discounts or concessions allowed or reallowed or paid to dealers and any securities exchanges on which such securities may be listed.

If underwriters are used, securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale.  Securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by one or more investment banking firms or others, as designated.  The obligations of the underwriters to purchase securities will be subject to certain conditions precedent and the underwriters will be obligated to purchase all securities offered thereby if any are purchased.  Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

Securities may be sold directly by the EIB to one or more institutional purchasers, or through agents designated by the EIB from time to time.  Any agent involved in the offer or sale of securities will be named, and any commissions payable by the EIB to such agent will be set forth, in the applicable prospectus supplement.  Any such agent will be acting on a best efforts basis for the period of its appointment.

Agents and underwriters may be entitled under agreements entered into with the EIB to indemnification by the EIB against certain liabilities, including liabilities under the Securities Act, or to contribution with respect to payments which the agents or underwriters may be required to make in respect thereof.  Agents and underwriters may engage in transactions with or perform services for the EIB in the ordinary course of business.

CURRENCY CONVERSIONS AND FOREIGN EXCHANGE RISKS

Initial purchasers are required to make payments in the currency in which the securities are denominated.  The EIB, through underwriters or dealers, may arrange for currency conversions to enable certain investors to make payments in another currency other than the currency in which the securities are denominated.  Each such conversion will be made by such underwriter or dealer on such terms and subject to such conditions, limitations and charges as such underwriter or dealer may from time to time establish in accordance with its regular foreign exchange practices, and subject to applicable laws and regulations.

Non-U.S. Dollars

Investors may be subject to foreign exchange risks as to payments of principal and interest that may have important economic and tax consequences to them.  For further information as to such consequences, see “—Foreign Exchange Risks” below.

An investment in securities offered from time to time denominated and payable in a currency other than the currency of the country in which the purchaser is resident or the currency in which the purchaser conducts its business or activities or maintains its accounts (the “home currency”) may entail significant risks.  Such risks include, without limitation, the possibility of significant changes in rates of exchange between the home currency and the currency in which the securities are denominated (if different than the home currency).  Such risks generally depend on events over which the EIB has no control, such as economic and political events and the supply of and demand for the currency in which the securities are denominated and the home currency.  In recent years, rates of exchange for certain currencies have been highly volatile and such volatility may be expected to continue in the future.  Fluctuations in any particular exchange rate that have occurred in the past are not necessarily indicative, however, of fluctuations in such rate that may occur during the term of the securities.  For additional information regarding exchange rates, see Exhibit I of the EIB’s Annual Reports on Form 18‑K incorporated herein by reference (see “Incorporation by Reference” above).  Depreciation of the currency in which the securities are denominated (if different than the home currency) against the relevant home currency could result in a decrease in the effective yield of such securities below its coupon rate and, in certain circumstances, could result in a loss to the investor on a home currency basis.