05/13/2026 | Press release | Distributed by Public on 05/13/2026 14:27
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Filed pursuant to Rule 424(b)(5)
Registration No. 333-274695
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PROSPECTUS SUPPLEMENT
(To Prospectus dated December 21, 2023) |
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Per Note
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Total
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Public offering price (1)
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100.000
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% |
$
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1,500,000,000
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Underwriting discount
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0.000
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%
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$
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0.00
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Proceeds, before expenses, to the EIB (1)
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100.000
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% |
$
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1,500,000,000
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CIBC Capital Markets
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Deutsche Bank
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Scotiabank
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Prospectus Supplement
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Prospectus
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Page
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Page
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About this Prospectus Supplement
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S-3
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About this Prospectus
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3
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Where You Can Find More Information
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S-4
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Where You Can Find More Information
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4
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Incorporation by Reference
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S-5
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Incorporation by Reference
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4
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Forward-Looking Statements
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S-7
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Forward-Looking Statements
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7
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Summary of the Offering
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S-8
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The European Investment Bank
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8
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Use of Proceeds
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S-13
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Use of Proceeds
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13
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Description of Notes
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S-14
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Description of Securities
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14
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Underwriters
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S-32
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Book-Entry, Delivery and Form
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21
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Validity of the Notes
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S-38
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Plan of Distribution
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26
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Experts
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S-38
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Currency Conversions and Foreign Exchange Risks
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27
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General Information
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S-39
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Taxation
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29
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Authorized Representative in the United States |
S-39 |
Validity of the Securities
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36
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| Official Statement | S-39 |
Experts
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36
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Enforceability of Civil Liabilities
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37
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Authorized Representative in the United States
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38
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Official Statement
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38
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●
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we can disclose important information to you by referring you to another document filed separately with the SEC;
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information in a document incorporated by reference in this prospectus supplement is considered to be a part of this prospectus supplement and the accompanying prospectus;
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information in this prospectus supplement automatically updates and supersedes information in earlier documents that are incorporated by reference in this prospectus supplement and the accompanying prospectus;
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information in a document incorporated by reference in this prospectus supplement automatically updates and supersedes information in earlier documents that are incorporated by reference in this prospectus supplement and the accompanying prospectus; and
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●
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information that we file in the future with the SEC that we incorporate by reference in this prospectus supplement will automatically update and supersede information in this prospectus supplement and the accompanying prospectus.
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SEC Filings
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| Annual Reports on Form 18-K | ● | |
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| Amendments on Form 18-K/A | ● | |
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| The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus supplement and the accompanying prospectus. | |
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Issuer
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European Investment Bank.
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Securities Offered
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$1,500,000,000 aggregate principal amount of SOFR Floating Rate Notes due 2031.
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Ranking
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The Notes will be unconditional, direct and general obligations of the EIB in accordance with the terms for their payment and performance. The Notes will rank pari passu with any present or future indebtedness of the EIB represented by any unsubordinated and unsecured notes or bonds.
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Maturity Date
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September 15, 2031.
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Interest Payment Dates
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March 15, June 15, September 15 and December 15 of each year, subject to the Business Day Convention (as defined below), commencing on June 15, 2026 (short first coupon for the period from, and including, May 21, 2026 (the "Interest Commencement Date") to, but excluding, June 15, 2026).
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Interest Determination Date
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With respect to an Interest Period (as defined below), the date falling five (5) U.S. Government Securities Business Days (as defined below) prior to the relevant Interest Payment Date for the relevant Interest Period; provided, however, that if the Notes become due and payable prior to the scheduled Maturity Date, the final Interest Determination Date for the Notes shall, notwithstanding the Interest Determination Date specified above, be deemed to be the date on which the Notes become due and payable and the Interest Rate (as defined below) on the Notes shall, for so long as any such Notes remain outstanding, be the Interest Rate determined on such date (or, if such date is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such date).
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Record Dates
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The close of business on March 5, June 5, September 5 and December 5 (whether or not a Business Day) prior to each Interest Payment Date.
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| Interest Rate |
The sum of the Compounded Daily SOFR Rate for the relevant Interest Period and the Margin (each, as defined below); provided that if any Interest Rate as so calculated would be less than 0.000% per annum, the Interest Rate for the relevant Interest Period will be deemed to be 0.000% per annum. The Interest Rate for each Interest Period shall apply with effect from, and including, the Reset Date (as defined below) for such Interest Period.
The Notes will bear interest on the principal amount during each successive period, from, and including, the prior Interest Payment Date (or, if there is no prior Interest Payment Date, the Interest Commencement Date) to, but excluding, (a) the next following Interest Payment Date (or, in the case of the final Interest Period, the Maturity Date), or (b) in the case of the Notes becoming due and payable prior to the scheduled Maturity Date, the date on which the Notes become due and payable (each such period, an "Interest Period"); provided that the first Interest Period will begin on, and include, May 21, 2026 and will end on, but exclude, June 15, 2026 (short first coupon).
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Margin
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+0.270% per annum.
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Reset Dates
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The first day of each Interest Period.
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The Compounded Daily SOFR Rate
(index determination)
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With respect to an Interest Period and subject as provided in the "SOFR Compounded Index Value fallback provisions (fallback to Compounded Daily SOFR with observation period shift)" and the "Compounded Daily SOFR fallback provisions (including permanent cessation of SOFR)" set forth below under "Description of Notes-General", where applicable, the "Compounded Daily SOFR Rate" means the rate of return of a daily compound interest investment (with the secured overnight financing rate as the reference rate for the calculation of interest) and will be calculated by Citibank, N.A., London Branch (the "Calculation Agent") on the relevant Interest Determination Date in accordance with the provisions set out below and the following formula and the resulting percentage will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005 of a percentage point being rounded upwards:
where the following terms have the following meanings:
"SOFR Compounded IndexStart" means, with respect to an Interest Period, the SOFR Compounded Index Value on the day which is five (5) U.S. Government Securities Business Days preceding the first day of such Interest Period (an "Index Determination Date");
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"SOFR Compounded IndexEnd" means, with respect to an Interest Period, the SOFR Compounded Index Value on the day which is five (5) U.S. Government Securities Business Days preceding the Interest Payment Date relating to such Interest Period (or, in the final Interest Period, the Maturity Date) provided, however, that if the Notes become due and payable prior to the scheduled Maturity Date, "SOFR Compounded IndexEnd" shall be deemed to be the SOFR Compounded Index Value on the day on which the Notes become due and payable (or, if such date is not a U.S. Government Securities Business Day, the SOFR Compounded Index Value on the U.S. Government Securities Business Day immediately preceding such date) (each such day, an "Index Determination Date");
"dc" means the number of calendar days from, and including, the day in relation to which SOFR Compounded IndexStart is determined to, but excluding, the day in relation to which SOFR Compounded IndexEnd is determined;
"SOFR Compounded Index Value" means, in relation to an Index Determination Date, the SOFR Index value as published by the Federal Reserve Bank of New York, as the administrator of the SOFR Index (or any successor administrator of the SOFR Index) (the "SOFR Index Administrator"), on the website of the Federal Reserve Bank of New York currently at https://www.newyorkfed.org, or any successor website officially designated by the SOFR Index Administrator (information available on this website is not, and shall not be deemed to be, part of or incorporated by reference into this prospectus supplement), on or about 3:00 p.m. (New York City time) on such Index Determination Date, as determined by the Calculation Agent in accordance with the provisions set forth below under "Description of Notes-General"; and
"U.S. Government Securities Business Day" means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association (or any successor) recommends that the fixed income departments of its members be closed for the entire day for the purpose of trading in U.S. government securities.
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Fallback Provisions for the Compounded Daily SOFR Rate
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If on any Index Determination Date the Calculation Agent determines that the SOFR Compounded Index Value has not been published by the SOFR Index Administrator as specified under "SOFR Compounded Index Value" above, then the fallback provisions set forth under "Description of Notes-General" shall apply to the Notes.
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Interest Amount
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The Calculation Agent will, on each Interest Determination Date, determine the Interest Rate and calculate the amount of interest payable on the Notes for the relevant Interest Period (the "Interest Amount"). Each Interest Amount shall be calculated by applying the Interest Rate and the Day Count Fraction (as defined below) to the aggregate principal amount of the Notes and rounding the resultant figure to the nearest cent, with one half of one cent being rounded upwards.
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Business Days
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Any weekday that is a U.S. Government Securities Business Day and is not a legal holiday in New York and is not a date on which banking institutions in New York are authorized or required by law or regulation to be closed.
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Business Day Convention
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Modified Following, adjusted. See "Description of Notes-Payment of Principal and Interest".
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Day Count Fraction
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Actual/360.
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Denominations
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The Notes will be issued in minimum denominations of $1,000 and integral multiples thereof.
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Redemption
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The Notes are not subject to redemption prior to their scheduled maturity.
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Use of Proceeds
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The net proceeds from the sale of the Notes will be used in the general operations of the EIB, including disbursements of loans heretofore or hereafter granted by the EIB. See "Use of Proceeds".
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Further Issues
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The EIB may from time to time, without notice to or the consent of any of the holders of the Notes, create and issue additional notes ranking pari passu with the Notes and having the same terms as to status, interest rate, maturity, redemption or otherwise in all respects as the Notes (except for the public offering price, the issue date, and in some cases, the first interest payment date). Such additional notes shall be consolidated and form a single series with the Notes, including for purposes of voting and redemptions, and increase the aggregate principal amount of the Notes. See "Description of Notes-Further Issues".
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Governing Law
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State of New York.
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Markets
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The Notes are offered for sale in those jurisdictions in the United States, Canada, Europe, Asia and elsewhere where it is lawful to make such offers. See "Underwriters-Selling Restrictions".
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Listing
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Application has been made for the Notes to be listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Bourse de Luxembourg, which is the regulated market of the Luxembourg Stock Exchange. No assurance can be given that such application will be approved or that any of the Notes will be listed and admitted to trading thereon, and settlement of the Notes is not conditioned on obtaining this listing. If the application is approved, the EIB will have no obligation to maintain such listing, and may delist the Notes at any time.
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Book-Entry Form, Settlement and Clearance
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The Notes will be represented by the Global Note registered in the name of Cede & Co. as nominee for DTC. The Global Note will be deposited with a custodian for DTC. Investors may elect to hold interests in the Global Note through DTC, if they are participants in DTC, or indirectly through organizations that are participants in DTC. Initial settlement for the Notes will be made in immediately available funds in U.S. dollars. See "Book-Entry, Delivery and Form" in the accompanying prospectus.
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Closing and Delivery
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It is currently expected that delivery of the Notes will occur on or about May 21, 2026.
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Withholding Tax
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The EIB has been advised that under current U.S. tax law payments of principal of and interest on the Notes may generally be made by the EIB without withholding or deduction for U.S. withholding taxes. For further details, see "Taxation" in the accompanying prospectus.
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Fiscal Agent, Registrar, Transfer Agent,
Paying Agent and Calculation Agent
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Citibank, N.A., London Branch.
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Listing Agent
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Banque Internationale à Luxembourg S.A.
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(i) |
If SOFR is not published by 3:00 p.m. (New York City time) on a U.S. Government Securities Business Day in the relevant Observation Period, as specified under "SOFR Compounded Index Value fallback provisions (fallback to Compounded Daily SOFR with observation period shift)" above, then, unless a SOFR Cessation Effective Date has occurred, the Calculation Agent will determine SOFR in respect of such U.S. Government Securities Business Day as being SOFR in respect of the last U.S. Government Securities Business Day for which SOFR was published on the SOFR Administrator's Website.
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(ii) |
If, at any time SOFR is required to be determined, a SOFR Cessation Effective Date has occurred, the Calculation Agent will determine SOFR for each U.S. Government Securities Business Day in the relevant Observation Period on or after such SOFR Cessation Effective Date as if references to SOFR were references to the rate (inclusive of any spreads or adjustments) recommended as the replacement for SOFR by the Board of Governors of the Federal Reserve System and/or by the Federal Reserve Bank of New York, or by a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System and/or the Federal Reserve Bank of New York for the purpose of recommending a replacement for SOFR (which rate may be produced by the Federal Reserve Bank of New York or another administrator) and as provided by the administrator of that rate or, if that rate is not provided by the administrator thereof (or any successor thereof), published by an authorized distributor, in respect of that day (the "Fed Recommended Rate").
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(iii) |
If there is a Fed Recommended Rate before the end of the first U.S. Government Securities Business Day following the SOFR Cessation Effective Date but, with respect to any U.S. Government Securities Business Day in the Observation Period in respect of which the Fed Recommended Rate is required to be determined, neither the administrator nor the authorized distributors provide or publish the Fed Recommended Rate, and provided that a Fed Recommended Rate Cessation Effective Date (as defined below) has not occurred, then in respect of any day for which the Fed Recommended Rate is required, references to the Fed Recommended Rate will be deemed to be references to the last provided or published Fed Recommended Rate. However, if there is no such last provided or published Fed Recommended Rate, then in respect of any day for which the Fed Recommended Rate is required, references to the Fed Recommended Rate will be deemed to be references to the last provided or published SOFR. In each case, as determined by the Calculation Agent.
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(iv) |
If paragraphs (ii) and (iii) above apply but (1) there is no Fed Recommended Rate before the end of the first U.S. Government Securities Business Day following the SOFR Cessation Effective Date, or (2) there is a Fed Recommended Rate and a Fed Recommended Rate Cessation Effective Date subsequently occurs, then in either case SOFR or, as the case may be, the Fed Recommended Rate, for such U.S. Government Securities Business Day occurring on or after the SOFR Cessation Effective Date or the Fed Recommended Rate Cessation Effective Date (as applicable) will be determined by the Calculation Agent by applying the above formula for Compounded Daily SOFR as described under "SOFR Compounded Index Value fallback provisions (fallback to Compounded Daily SOFR with observation period shift)" (with corresponding adjustments being deemed to be made to the formula) as if in respect of any U.S. Government Securities Business Day occurring on or after the SOFR Cessation Effective Date or the Fed Recommended Rate Cessation Date (as applicable) (including any day 'i') (i) references to "SOFR" were references to the daily Overnight Bank Funding Rate (the "OBFR") as provided by the Federal Reserve Bank of New York, as the administrator of the OBFR (or any successor administrator of the OBFR) (the "OBFR Administrator"), on the website of the Federal Reserve Bank of New York currently at https://www.newyorkfed.org, or any successor website officially designated by the OBFR Administrator (the "OBFR Administrator's Website") (information available on this website is not, and shall not be deemed to be, part of or incorporated by reference into this prospectus supplement), on or about 3:00 p.m. (New York City time) on each day, except for a Saturday, Sunday or a day on which the Fedwire Securities Service or the Fedwire Funds Service of the Federal Reserve Bank of New York is closed (such day, a "New York Fed Business Day") in respect of the New York Fed Business Day immediately preceding such day and (ii) references to U.S. Government Securities Business Day were to New York Fed Business Day.
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(v) |
If neither the OBFR Administrator nor any authorized distributor provide or publish the OBFR on a New York Fed Business Day in the relevant Observation Period, as specified in paragraph (iv) above, then, unless an OBFR Cessation Effective Date (as defined below) has occurred, in respect of any day for which the OBFR is required, references to the OBFR will be deemed to be references to the last provided or published OBFR, as determined by the Calculation Agent.
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(vi) |
If paragraphs (ii), (iii), (iv) and (v) apply but (1) there is no Fed Recommended Rate before the end of the first U.S. Government Securities Business Day following the SOFR Cessation Effective Date, or there is a Fed Recommended Rate and a Fed Recommended Rate Cessation Effective Date subsequently occurs, and (2) an OBFR Cessation Effective Date also occurs, then in each case, SOFR, or as the case may be, the Fed Recommended Rate, for each U.S. Government Securities Business Day occurring on or after the OBFR Cessation Effective Date (or, if the SOFR Cessation Effective Date or the Fed Recommended Rate Cessation Effective Date (as applicable) is later, each U.S. Government Securities Business Day occurring on or after the SOFR Cessation Effective Date or the Fed Recommended Rate Cessation Effective Date, as applicable) will be determined by the Calculation Agent by applying the above formula for Compounded Daily SOFR as described under "SOFR Compounded Index Value fallback provisions (fallback to Compounded Daily SOFR with observation period shift)" (with corresponding adjustments being deemed to be made to the formula) as if (i) references to "SOFR" for each U.S. Government Securities Business Day occurring on or after the OBFR Cessation Effective Date (or, if the SOFR Cessation Effective Date or the Fed Recommended Rate Cessation Effective Date (as applicable) is later, each U.S. Government Securities Business Day occurring on or after the SOFR Cessation Effective Date or the Fed Recommended Rate Cessation Effective Date, as applicable) in respect of which "SOFR" is required (including any day 'i') were references to the short-term interest rate target set by the Federal Open Market Committee and published on the website of the Board of Governors of the Federal Reserve System currently at https://www.federalreserve.gov, or any successor website of the Board of Governors of the Federal Reserve System (the "Federal Reserve's Website") (information available on this website is not, and shall not be deemed to be, part of or incorporated by reference into this prospectus supplement) or, if the Federal Open Market Committee does not target a single rate, the mid-point of the short-term interest rate target range set by the Federal Open Market Committee and published on the Federal Reserve's Website (calculated as the arithmetic average of the upper bound of the target range and the lower bound of the target range, rounded, if necessary, to the nearest second decimal place, 0.005 being rounded upwards) (the "FOMC Target Rate"), in respect of any day on which commercial banks and foreign exchange markets are open for general business (including settling payments and dealings in foreign exchange and foreign currency deposits in New York City) (such day, a "New York City Banking Day"); (ii) references to U.S. Government Securities Business Day were references to New York City Banking Day and (iii) references to the OBFR Administrator's Website or to the SOFR Administrator's Website, as the case may be, were references to the Federal Reserve's Website. In respect of any day for which the FOMC Target Rate is required, references to the FOMC Target Rate will be deemed to be references to the last provided or published FOMC Target Rate as at close of business in New York City on that day.
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(a) |
a public statement or publication of information by or on behalf of the Board of Governors of the Federal Reserve System and/or the Federal Reserve Bank of New York (or any successor administrator or provider of the Fed Recommended Rate) announcing that it has ceased or will cease to provide the Fed Recommended Rate permanently or indefinitely; provided that, at the time of the statement or publication, there is no successor administrator or provider, as applicable, that will continue to provide the Fed Recommended Rate; or
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(b) |
a public statement or publication of information by the regulatory supervisor of the administrator or provider of the Fed Recommended Rate, the central bank for the currency of the Fed Recommended Rate, an insolvency official with jurisdiction over the administrator or provider of the Fed Recommended Rate, a resolution authority with jurisdiction over the administrator or provider of the Fed Recommended Rate or a court or an entity with similar insolvency or resolution authority over the administrator or provider of the Fed Recommended Rate, which states that the administrator or provider of the Fed Recommended Rate has ceased or will cease to provide the Fed Recommended Rate permanently or indefinitely; provided that, at the time of the statement or publication, there is no successor administrator or provider that will continue to provide the Fed Recommended Rate; or
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(c) |
a public statement by a regulator in the European Union or in the United States or other official sector entity in the European Union or in the United States, such as the European Central Bank, the European Securities and Markets Authority, the Federal Reserve Bank of New York, the Commodity Futures Trading Commission or the Securities and Exchange Commission, prohibiting the use of the Fed Recommended Rate (whether in respect of instruments or certain types of instrument generally or in respect of the Notes or similar instruments specifically).
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(a) |
a public statement or publication of information by or on behalf of the Federal Reserve Bank of New York (or any successor administrator or provider of the OBFR) announcing that it has ceased or will cease to provide the OBFR permanently or indefinitely; provided that, at the time of the statement or publication, there is no successor administrator or provider, as applicable, that will continue to provide the OBFR; or
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(b) |
a public statement or publication of information by the regulatory supervisor of the administrator or provider of the OBFR, the central bank for the currency of the OBFR, an insolvency official with jurisdiction over the administrator or provider of the OBFR, a resolution authority with jurisdiction over the administrator or provider of the OBFR or a court or an entity with similar insolvency or resolution authority over the administrator or provider of the OBFR, which states that the administrator or provider of the OBFR has ceased or will cease to provide the OBFR permanently or indefinitely; provided that, at the time of the statement or publication, there is no successor administrator or provider that will continue to provide the OBFR; or
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(c) |
a public statement by a regulator in the European Union or in the United States or other official sector entity in the European Union or in the United States, such as the European Central Bank, the European Securities and Markets Authority, the Federal Reserve Bank of New York, the Commodity Futures Trading Commission or the Securities and Exchange Commission, prohibiting the use of the OBFR (whether in respect of instruments or certain types of instrument generally or in respect of the Notes or similar instruments specifically).
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(a) |
a public statement or publication of information by or on behalf of the Federal Reserve Bank of New York (or any successor administrator or provider of SOFR) announcing that it has ceased or will cease to provide SOFR permanently or indefinitely; provided that, at the time of the statement or publication, there is no successor administrator or provider, as applicable, that will continue to provide SOFR; or
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(b) |
a public statement or publication of information by the regulatory supervisor of the administrator of SOFR, the central bank for the currency of SOFR, an insolvency official with jurisdiction over the administrator of SOFR, a resolution authority with jurisdiction over the administrator of SOFR or a court or an entity with similar insolvency or resolution authority over the administrator of SOFR, which states that the administrator of SOFR has ceased or will cease to provide SOFR permanently or indefinitely; provided that, at the time of the statement or publication, there is no successor administrator or provider that will continue to provide SOFR; or
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(c) |
a public statement by a regulator in the European Union or in the United States or other official sector entity in the European Union or in the United States, such as the European Central Bank, the European Securities and Markets Authority, the Federal Reserve Bank of New York, the Commodity Futures Trading Commission or the Securities and Exchange Commission, prohibiting the use of SOFR (whether in respect of instruments or certain types of instrument generally or in respect of the Notes or similar instruments specifically).
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(A) |
that determined at the last preceding Interest Determination Date on which such Compounded Daily SOFR Rate was so determined; or
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(B) |
if there is no such preceding Interest Determination Date, the initial Interest Rate (minus the Margin) which would have been applicable to the Notes for the first scheduled Interest Period had the Notes been in issue for a period equal in duration to the scheduled first Interest Period but ending on, and excluding, the Interest Commencement Date,
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(i)
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maintaining a record of the aggregate holdings of the Notes;
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(ii)
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ensuring that payments of principal and interest in respect of the Notes received by the Fiscal Agent from the EIB are duly credited to the holders of the Notes; and
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(iii)
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transmitting to the EIB any notices from the holders of the Notes.
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Underwriter
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Principal Amount
of Notes |
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CIBC Capital Markets (Europe) S.A.
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$
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500,000,000
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Deutsche Bank Aktiengesellschaft
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$
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500,000,000
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The Bank of Nova Scotia, London Branch
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$
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500,000,000
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Total
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$
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1,500,000,000
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(a)
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to an "institutional investor" (as defined in Section 4A of the SFA (as defined below)) pursuant to Section 274 of the SFA; or
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(b)
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to an "accredited investor" (as defined in Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA, and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018.
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(i)
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the unconsolidated financial statements of the EIB prepared in accordance with the general principles of Directive 86/635/EEC of the Council of the European Communities of December 8, 1986 on the annual accounts and consolidated accounts of banks and other financial institutions, as amended by Directive 2001/65/EC of September 27, 2001, by Directive 2003/51/EC of June 18, 2003 and by Directive 2006/46/EC of June 14, 2006 (the "Directives");
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(ii)
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the consolidated financial statements of the EIB prepared in accordance with the Directives; and
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(iii)
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the consolidated financial statements of the EIB prepared in accordance with International Financial Reporting Standards as adopted by the European Union.
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1.
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The issuance of the Notes was duly authorized by the EIB pursuant to the authorization of its board of directors on December 10, 2025 and in compliance with procedures laid down by its management committee.
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2.
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The Notes have been accepted for clearance through DTC, Euroclear and Clearstream. The Notes have been assigned ISIN No. US298785KS49, CUSIP No. 298785KS4 and Common Code No. 338201559.
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3.
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The Legal Entity Identifier (LEI) code of the EIB is 5493006YXS1U5GIHE750.
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4.
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Annual reports and press notices will be available on the EIB's website (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 supplement or the accompanying prospectus.
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Page
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About this Prospectus
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3
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Where You Can Find More Information
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4
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Incorporation by Reference
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4
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Forward-Looking Statements
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7
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The European Investment Bank
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8
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Use of Proceeds
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13
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Description of Securities
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14
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Book-entry, Delivery and Form
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21
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Plan of Distribution
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26
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Currency Conversions and Foreign Exchange Risks
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27
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Taxation
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29
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Validity of the Securities
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36
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Experts
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36
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Enforceability of Civil Liabilities
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37
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Authorized Representative in the United States
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38
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Official Statement
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38
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we can disclose important information to you by referring you to another document filed separately with the SEC;
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information in a document incorporated by reference in this prospectus is considered to be a part of this prospectus;
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information in this prospectus automatically updates and supersedes information in earlier documents that are incorporated by reference in this prospectus;
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information in a document incorporated by reference in this prospectus automatically updates and supersedes information in earlier documents that are incorporated by reference in this prospectus; and
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information that we file in the future with the SEC that we incorporate by reference in this prospectus will automatically update and supersede information in this prospectus.
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SEC Filings
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Annual Reports on Form 18-K
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Amendments on Form 18-K/A
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●
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Country
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Subscribed
Capital
(in EUR)
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Uncalled / Callable
Capital
(in EUR)
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Called / Paid-in
Capital
(in EUR)
|
|||||||||
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Germany
|
46,722,369,149
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42,555,081,742
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4,167,287,407
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|||||||||
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France
|
46,722,369,149
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42,555,081,742
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4,167,287,407
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|||||||||
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Italy
|
46,722,369,149
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42,555,081,742
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4,167,287,407
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Spain
|
28,033,421,847
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25,533,049,371
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2,500,372,476
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|||||||||
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Belgium
|
12,951,115,777
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11,795,972,691
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1,155,143,086
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|||||||||
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Netherlands
|
12,951,115,777
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11,795,972,691
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1,155,143,086
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|||||||||
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Poland
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11,366,679,827
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10,352,856,629
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1,013,823,198
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|||||||||
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Sweden
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8,591,781,713
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7,825,458,763
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766,322,950
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|||||||||
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Denmark
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6,557,521,657
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5,972,639,556
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584,882,101
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|||||||||
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Austria
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6,428,994,386
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5,855,575,961
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573,418,425
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|||||||||
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Finland
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3,693,702,498
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3,364,251,741
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329,450,757
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|||||||||
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Greece
|
3,512,961,713
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3,199,631,688
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313,330,025
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|||||||||
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Portugal
|
2,263,904,037
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2,061,980,655
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201,923,382
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|||||||||
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Czech Republic
|
2,206,922,328
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2,010,081,290
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196,841,038
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|||||||||
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Hungary
|
2,087,849,195
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1,901,628,594
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186,220,601
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|||||||||
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Ireland
|
1,639,379,073
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1,493,158,667
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146,220,406
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|||||||||
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Romania
|
1,639,379,073
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1,493,158,667
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146,220,406
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|||||||||
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Croatia
|
1,062,312,542
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967,562,174
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94,750,368
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|||||||||
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Slovakia
|
751,236,149
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684,231,479
|
67,004,670
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|||||||||
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Slovenia
|
697,455,090
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635,247,290
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62,207,800
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|||||||||
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Bulgaria
|
510,041,217
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464,549,338
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45,491,879
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|||||||||
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Lithuania
|
437,633,208
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398,599,585
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39,033,623
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|||||||||
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Luxembourg
|
327,878,318
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298,634,014
|
29,244,304
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|||||||||
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Cyprus
|
321,508,011
|
292,831,891
|
28,676,120
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|||||||||
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Latvia
|
267,076,094
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243,254,895
|
23,821,199
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|||||||||
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Estonia
|
206,248,240
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187,852,433
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18,395,807
|
|||||||||
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Malta
|
122,381,664
|
111,466,131
|
10,915,533
|
|||||||||
|
Total
|
248,795,606,881
|
226,604,891,420
|
22,190,715,461
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|||||||||
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(i) |
the designation;
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(ii) |
the aggregate principal amount and currency, any limit on such principal amount and authorized denominations;
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(iii) |
the percentage of their principal amount at which such securities will be issued;
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(iv) |
the maturity date;
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(v) |
the interest rate or method of determining the interest rate, if any;
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(vi) |
the interest payment dates, if any, and the dates from which interest accrues;
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(vii) |
any index, price or formula to be used for determining the amount of any payment of principal, premium or interest;
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(viii) |
any optional or mandatory redemption terms or purchase, repurchase or sinking fund provisions;
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(ix) |
whether such securities will be in bearer form, which may or may not be registrable as to principal, with interest coupons, if any, or in fully registered form, or both, and restrictions on the exchange of one form for another;
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(x) |
the record date;
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(xi) |
the governing law of the securities; and
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(xii) |
any other terms of the securities.
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(i) |
the EIB shall default in any payment of the principal of (or the premium, if any, on) or interest on any of the securities of a series and such default shall not be cured by payment thereof within 30 days; or
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(ii) |
the EIB shall default in the performance of any other covenant under the securities of a series and such default shall continue for a period of 90 days after written notice thereof shall have been given to the EIB and the fiscal agent by the holders of not less than 25% in principal amount of all the securities of such series at the time outstanding.
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(i) |
no judgment or decree for the payment of amounts due thereon shall have been entered;
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(ii) |
all arrears of interest upon all the securities of such series and all other sums due in respect thereof, except any principal payments which shall not have matured by their terms, shall have been duly paid by the EIB; and
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(iii) |
all other defaults under the securities of such series shall have been made good.
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(i) |
adding to the covenants of the EIB for the benefit of the holders of the securities;
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(ii) |
surrendering any right or power conferred upon the EIB;
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(iii) |
securing the securities pursuant to the requirements of the securities or otherwise;
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(iv) |
curing any ambiguity, or curing, correcting or supplementing any defective provision thereof; or
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(v) |
amending the fiscal agency agreement or the securities of such series in any manner that the EIB reasonably determines is not inconsistent with the securities of such series in any material respect and does not adversely affect the interests of any holder of securities of such series in any material respect.
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(i) |
change the due date for the payment of the principal of (or premium, if any, on) or any installment of interest on any security of such series;
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(ii) |
reduce the principal amount of any security of such series, the portion of such principal amount which is payable upon acceleration of the maturity of such security, the interest rate thereon or the premium (if any) payable upon redemption thereof;
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(iii) |
change the coin or currency in which (unless required by law of the jurisdiction which issued such coin or currency) or the required places at which payment with respect to interest, premium (if any) or principal in respect of securities of such series is payable;
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(iv) |
shorten the period during which the EIB is not permitted to redeem the securities of such series, or permit the EIB to redeem the securities of such series if, prior to such action, the EIB is not permitted to do so; or
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(v) |
reduce the proportion of the principal amount of securities of such series the vote or consent of the holders of which is necessary to modify, amend or supplement the fiscal agency agreement or the terms and conditions of the securities of such series or to make, take or give any request, demand, authorization, direction, notice, consent, waiver or other action provided thereby to be made, taken or given.
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(i) |
if the related Depositary notifies the EIB that it is unwilling or unable to continue as Depositary for such Global Security or if at any time such Depositary ceases to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered, and a replacement Depositary is not appointed;
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(ii) |
if the EIB in its discretion at any time determines not to have all of the applicable securities represented by such Global Security;
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(iii) |
if an event of default entitling the holders of the applicable securities to accelerate the maturity thereof has occurred and is continuing; or
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(iv) |
in such other events as may be specified in a prospectus supplement.
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● |
The discussion covers you only if you buy your securities in the initial offering at the initial offering price to the public.
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The discussion does not cover you if you are a U.S. Holder (as defined below) and your functional currency is not the U.S. dollar, if you do not hold your securities as a capital asset (that is, for investment purposes), or if you have a special tax status.
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The discussion does not cover tax consequences that depend upon your particular tax situation in addition to your ownership of the securities. We suggest that you consult your own tax advisor about the consequences of holding securities in your particular situation.
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The discussion does not cover you if you are a partner in a partnership (or entity treated as a partnership for U.S. Federal income tax purposes). If a partnership holds securities, the tax treatment of a partner will generally depend upon the status of the partners and upon the activities of the partnership.
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The discussion does not cover tax on certain "net investment income" or alternative minimum tax consequences, if any.
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The discussion does not cover state, local or non-U.S. law.
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The discussion does not cover tax consequences that apply because you are an accrual method taxpayer who is required to recognize income for U.S. Federal income tax purposes no later than when such income is taken into account in applicable financial statements. We suggest that you consult your own tax advisor about the consequences of holding securities in your particular situation.
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The discussion does not cover every type of security that we might issue. If we issue a security of a type not described in this discussion, additional tax information will be provided in the applicable prospectus supplement for the security.
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an individual U.S. citizen or resident alien;
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a corporation (or entity taxable as a corporation for U.S. Federal income tax purposes) that was created under U.S. law (Federal or state); or
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an estate or trust whose world-wide income is subject to U.S. Federal income tax.
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If you are a cash method taxpayer (including most individual holders), you must report interest in your income as you receive it.
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If you are an accrual method taxpayer, you must report interest in your income as it accrues.
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● | Amounts treated as interest will be ordinary income from sources outside the United States for foreign tax credit limitation purposes. Under the foreign tax credit rules, interest paid will generally be "passive category" income, which is treated separately from other types of income for purposes of computing the foreign tax credit. |
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You will have taxable gain or loss equal to the difference between the amount realized by you (other than amounts attributable to accrued and unpaid interest, which will be taxable as ordinary interest income) and your tax basis in the security. Your tax basis in the security is generally your cost, subject to certain adjustments.
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Your gain or loss will generally be capital gain or loss, and will be long term capital gain or loss if you held the security for more than one year. For an individual, long term capital gain generally will be subject to reduced rates of taxation. The deductibility of capital losses is subject to certain limitations.
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If you are a cash method taxpayer (including most individual holders), you must report interest in your income as you receive it. You will be taxed on the value of the foreign currency when you receive the interest payment. The value of the foreign currency will be determined using the spot rate in effect on the date of receipt of the interest payment.
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If you are an accrual method taxpayer, you must report interest in your income as it accrues. You will be taxed on the value of the foreign currency as the interest accrues. The value of the foreign currency may be determined using the average exchange rate during the relevant interest accrual period (or, if that period spans two taxable years, during the portion of the interest accrual period in the relevant taxable year). The average exchange rate for an accrual period (or partial period) is the simple average of the spot rates for each business day of such period, or other average exchange rate for the period reasonably derived and consistently applied by you. If you are an accrual method taxpayer and you do not wish to accrue interest income using the average exchange rate, certain alternative elections may be available.
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Amounts treated as interest will be ordinary income from sources outside the United States for foreign tax credit limitation purposes. Under the foreign tax credit rules, interest paid will generally be "passive category" income, which is treated separately from other types of income for purposes of computing the foreign tax credit.
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You will have taxable gain or loss equal to the difference between the U.S. dollar value of the amount realized by you (other than amounts attributable to accrued and unpaid interest, which will be taxable as ordinary interest income) and your tax basis in the Foreign Currency Securities, determined in U.S. dollars. If you receive (or are considered to receive) the amount in foreign currency, that foreign currency is valued for this purpose at the spot rate in effect on the date the amount received is recognized under your regular method of accounting. Your tax basis in the Foreign Currency Securities generally is the U.S. dollar value of the foreign currency amount paid for the securities, determined at the spot rate in effect on the date of purchase.
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Any such gain or loss (except to the extent attributable to foreign currency exchange gain or loss, as described below in "-Foreign Currency Exchange Gain or Loss") will generally be capital gain or loss, and will be long term capital gain or loss if you held the Foreign Currency Securities for more than one year. For an individual, long term capital gain generally will be subject to reduced rates of taxation. The deductibility of capital losses is subject to certain limitations.
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If you are an accrual method taxpayer, when interest is actually paid to you, you will generally also recognize foreign currency exchange gain or loss, taxable as ordinary income or loss from sources within the United States, equal to the difference between (a) the value of the foreign currency received as interest, as translated into U.S. dollars using the spot rate in effect on the date of receipt of the interest payment, and (b) the U.S. dollar amount previously included in income with respect to such payment. If you receive the interest payment in the form of U.S. dollars, clause (a) will be calculated on the basis of the value of the foreign currency you are considered to have received.
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On the sale or retirement of your Foreign Currency Securities, you will generally also recognize foreign currency exchange gain or loss, taxable as ordinary income or loss from sources within the United States, equal to the difference between (a) the U.S. dollar value of the amount you received in foreign currency for the Foreign Currency Securities, based on the spot rate in effect on the date you disposed of the securities and (b) the U.S. dollar value of the amount you paid in foreign currency for the Foreign Currency Securities, based on the spot rate in effect on the date you purchased the securities (or, in the case of a cash basis or electing accrual basis taxpayer, the settlement dates of such disposition and purchase, if the securities are treated as traded on an established securities market for U.S. Federal income tax purposes).
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If you receive the interest or the principal on your Foreign Currency Securities in the form of U.S. dollars, you will be considered to have received the interest or the principal, as applicable, in the form of foreign currency and to have sold that foreign currency for U.S. dollars at the spot rate in effect on the date of receipt of the interest or the principal, as applicable.
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If you receive (or are considered to receive) foreign currency as interest or principal, and you later sell (or are considered to sell) that foreign currency for U.S. dollars, you will have taxable gain or loss equal to the difference between the amount of U.S. dollars received and your tax basis in the foreign currency. In addition, when you purchase a Foreign Currency Security in a foreign currency, you will have taxable gain or loss if your tax basis in the foreign currency is different from the U.S. dollar value of the foreign currency on the date of purchase.
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If the Foreign Currency Securities are traded on an established securities market and you are a cash basis taxpayer (or, upon election, an accrual basis taxpayer), your tax basis in the foreign currency you receive (or are considered to receive) on sale or retirement of the Foreign Currency Securities will be the U.S. dollar value of the foreign currency at the spot rate in effect on the settlement date of the sale or retirement of the securities. In all other cases, your tax basis in the foreign currency will be the U.S. dollar value of the foreign currency at the spot rate in effect on the date of receipt.
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Any gain or loss recognized by you on a sale, exchange or other disposition of the foreign currency will be ordinary income or loss from sources within the United States.
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Assuming you hold your securities through a U.S. broker or other securities intermediary and receive payments in the United States, the intermediary must provide information to the IRS and to you on IRS Form 1099 concerning interest, gross sale and retirement proceeds on your securities, unless an exemption applies.
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Similarly, unless an exemption applies, you must provide the intermediary with your U.S. Taxpayer Identification Number for its use in reporting information to the IRS. If you are an individual, this is your social security number. You are also required to comply with other IRS requirements concerning information reporting.
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If you are subject to these requirements but do not comply, the intermediary must withhold at a rate that is currently 24% of all amounts payable to you on the securities (including principal payments). This is called "backup withholding". If the intermediary withholds payments, you may use the withheld amount as a credit against your U.S. Federal income tax liability and may be entitled to a refund.
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Individuals are subject to these requirements. Some holders, including corporations, tax-exempt organizations and individual retirement accounts, are exempt from these requirements.
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Subject to the discussion of "-Information Reporting and Backup Withholding" below, interest on the securities is exempt from U.S. Federal income tax, including withholding tax, if paid to you whether or not you are engaged in a trade or business in the United States, unless:
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(i) |
you are an insurance company carrying on a U.S. insurance business to which the interest is attributable, within the meaning of the Code; or
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(ii) |
you have an office or other fixed place of business in the United States to which the interest is attributable and the interest is derived in the active conduct of a banking, financing or similar business within the United States.
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Subject to the discussion of "-Information Reporting and Backup Withholding" below, you will not be subject to U.S. Federal income tax on any gain realized on the sale or retirement of a security, unless:
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(i) |
you are an individual present in the United States for a period aggregating 183 days or more during the year in which you dispose of the security, and certain other conditions are satisfied;
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(ii) |
the gain represents accrued interest, in which case the rules for interest would apply; or
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(iii) |
the gain is effectively connected with your conduct of a trade or business in the United States.
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In the case of a non-resident of the United States who is not a U.S. citizen at the time of death, securities are deemed to be situated outside the United States for purposes of the U.S. Federal estate tax and are not includible in the gross estate for purposes of such tax.
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A "backup withholding" tax and certain information reporting requirements may apply to payments of principal and interest on the securities made to certain non-corporate holders if such payments are made or are considered made in the United States (including payments on securities made by wire transfer from outside the United States to an account maintained by the holder with the fiscal agent or any paying agent in the United States).
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If the conditions relating to place of payment are satisfied, Non-U.S. Holders are generally exempt from these withholding and reporting requirements (assuming that the gain or income is otherwise exempt from U.S. Federal income tax) but may be required to comply with certification and identification procedures in order to prove their exemption from the requirements.
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Similar rules requiring reporting and withholding with respect to gross sale proceeds will apply to a Non-U.S. Holder who sells a security through a U.S. branch of a broker, and information reporting (but not backup withholding) will apply to a Non-U.S. Holder who sells a security through a broker with certain connections to the United States.
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(i) |
the unconsolidated financial statements of the EIB prepared in accordance with the general principles of Directive 86/635/EEC of the Council of the European Communities of December 8, 1986 on the annual accounts and consolidated accounts of banks and other financial institutions, as amended by Directive 2001/65/EC of September 27, 2001, by Directive 2003/51/EC of June 18, 2003 and by Directive 2006/46/EC of June 14, 2006 (the "Directives");
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(ii) |
the consolidated financial statements of the EIB prepared in accordance with the Directives; and
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(iii) |
the consolidated financial statements of the EIB prepared in accordance with International Financial Reporting Standards as adopted by the European Union.
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|
EUROPEAN INVESTMENT BANK
|
||||
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|
By:
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/s/ Werner Hoyer | ||
|
Name: |
Werner Hoyer | |||
|
Title: |
President | |||
|
ISSUER
European Investment Bank
98-100, boulevard Konrad Adenauer L-2950 Luxembourg Grand Duchy of Luxembourg |
|
|
LEGAL ADVISOR TO THE ISSUER
Cravath, Swaine & Moore LLP
100 Cheapside
London EC2V 6DT
United Kingdom
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|
LEGAL ADVISOR TO THE UNDERWRITERS
Sullivan & Cromwell LLP
1 New Fetter Lane London EC4A 1AN United Kingdom |
|
|
FISCAL AGENT, REGISTRAR, TRANSFER AGENT,
PAYING AGENT AND CALCULATION AGENT
Citibank, N.A., London Branch
Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom |
LISTING AGENT
Banque Internationale à Luxembourg S.A. 69, route d'Esch L-2953 Luxembourg Grand Duchy of Luxembourg |
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INDEPENDENT AUDITORS
KPMG Audit Société à responsabilité limitée
39, avenue John F. Kennedy
L-1855 Luxembourg
Grand Duchy of Luxembourg
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CIBC Capital Markets
|
Deutsche Bank
|
Scotiabank
|