Final Terms EUROPEAN INVESTMENT BANK Debt Issuance Programme Issue Number:1423/01 Euro up to 500,000,000 EIB Europe TARGET 105 - May 2008 Bonds Issue Price: 100 per cent. BANCA IMI S.p.A. The date of these Final Terms is 19 March 2008
These Final Terms, under which the bonds described herein (the Bonds ) are issued, are supplemental to, and should be read in conjunction with, the offering circular (the Offering Circular ) dated 10 May 2006 issued in relation to the Debt Issuance Programme of European Investment Bank ( EIB ). Terms defined in the Offering Circular have the same meaning in these Final Terms. The Bonds will be issued on the terms of these Final Terms read together with the Offering Circular. The Offering Circular contains Terms and Conditions generally applicable to all Bonds issued under the Debt Issuance Programme of EIB. Those Terms and Conditions are deemed to be incorporated in these Final Terms by way of reference. In accordance with the Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC (the Prospectus Directive ), the Prospectus Directive does not apply to the Bonds. EIB accepts responsibility for the information contained in these Final Terms which, when read together with the Offering Circular, contain all information that is material in the context of the issue of the Bonds. EIB has not performed any due diligence about the taxation associated with investment in the Bonds. Prospective purchasers should consult their own tax advisers about such taxation in the light of their particular circumstances. These Final Terms do not constitute an offer of, or an invitation by or on behalf of anyone to subscribe or purchase any of, the Bonds. In connection with this issue, Banca IMI S.p.A. as stabilising manager, may over-allot the Bonds (provided that the aggregate principal amount of the Bonds allotted does not exceed 105 per cent. of the aggregate principal amount of the Tranche) or effect transactions with a view to supporting the market price of the Bonds at a level higher than that which might otherwise prevail. However, there is no assurance that the stabilising manager (or persons acting on behalf of a stabilising manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of terms of the offer of the Bonds is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the Issue Date (as defined herein) and 60 days after the date of allotment of the Bonds. Any stabilisation action or over-allotment must be conducted by the stabilising manager (or person(s) acting on behalf of the stabilising manager) in accordance with all applicable laws and rules. On 13 December 2007 the member states of the European Union signed the Treaty amending the Treaty on European Union and the Treaty Establishing the European Community in Lisbon (the Reform Treaty ). A protocol annexed to the Reform Treaty amends the Statute of the European Investment Bank and will become effective when the Reform Treaty enters into force in accordance with Article 6 (Final Provisions) of the Reform Treaty. - 2 -
RISK FACTORS RELATING TO THE BONDS The statements on page 6 of the Offering Circular regarding structured Bonds are drawn to the attention of the prospective purchaser of the Bonds. Such purchaser should ensure that it understands the nature of the terms of the Bonds and the extent of its exposure to risk, and that it considers the suitability of the Bonds as an investment in the light of its own circumstances and financial condition. This section does not describe all the risks of an investment in the Bonds. Prospective purchasers should consult their own professional advisers about the risks associated with investment in the Bonds in the light of their particular circumstances. Risk relating to the Index The return under, and the actual redemption date of, the Bonds depends upon the fact that the final level of the Index is equal to or higher than 105 per cent. of the initial level of the Index, as described in the Contractual Terms and the Annex. The price performance of the Index may therefore affect the value of the investment return on the Bonds. Also, a relatively small movement in the value of the Index could result in a large movement in the value of the Bonds. There is a risk that the return on the investment into the Bonds will be less than the return payable on a conventional fixed or floating rate debt security. Future values of the Index may not be in line with historical values. It is not possible to calculate in advance the final effective return on the Bonds. There is no interest payable under the Bonds and as a result, depending upon the performance of the Index, the return under the Bonds may be zero. Risk related to the market, yield and liquidity of the Bonds Structured securities such as the Bonds may be less liquid than fixed rate debt securities with an established trading market. The Bonds may not have an established trading market when issued. Consequently, investors may not be able to sell their Bonds readily or at prices that will enable them to realise a return comparable to that of other instruments with an established trading market. The secondary market for the Bonds, and their market value, may be affected by a number of other factors independent of the creditworthiness of the EIB and the level of the Index. These factors may include the complexity and volatility of the Index, the method of calculating the amounts to be paid in respect of the Bonds, the outstanding amount of the Bonds, the amount of other securities linked to the Index, the amount of the Bonds being sold in the secondary market from time to time, any legal restrictions limiting demand for the Bonds, the availability of comparable securities, and the level, direction and volatility of market interest rates generally. No investor should purchase Bonds unless such investor understands and is able to bear the risk that the Bonds may not be readily saleable and that the value of the Bonds will fluctuate over time. Such fluctuations may be significant and could result in significant losses in particular to investors whose circumstances do not permit them to hold the Bonds until maturity. The Bonds may be redeemed prior to maturity The Bonds shall be redeemed early upon occurrence of an Early Termination Event (as defined in the Annex). In such circumstance, an investor may not be able to reinvest the redemption proceeds in a comparable security at an effective return as high as that of the Bonds. - 3 -
Risk related to the currency of denomination of the Bonds The Bonds are denominated in euro ("EUR"). In particular, investors outside the Eurozone or investors who do not normally buy euro-denominated investments should take into account foreign exchange risks. - 4 -
PART A - CONTRACTUAL TERMS The terms of the Bonds and additional provisions relating to their issue are as follows: GENERAL PROVISIONS 1. Issue Number: 1423/01 2. Security Codes: (i) ISIN: XS0353808339 (ii) Common Code: 35380833 (iii) CUSIP: Not Applicable (iv) WKN Not Applicable 3. Specified Currency or Currencies: EUR 4. Principal Amount of Issue: The Principal Amount of the Issue will be an amount not exceeding EUR 500,000,000 determined by the Relevant Dealer at the end of the Offer Period. Such amount will be made public by the Relevant Dealer on the website of the Luxembourg Stock Exchange (www.bourse.lu) not later than on the day which falls two Business Days prior to the Issue Date. 5. Specified Denomination: EUR 1,000 6. Issue Date: 16 May 2008 INTEREST PROVISIONS 7. Interest Type: Not applicable 8. Interest Commencement Date: Not applicable 9. Fixed Rate Provisions: Not Applicable 10. Floating Rate Provisions: Not Applicable 11. Zero Coupon Provisions: Not Applicable 12. Index-Linked Provisions: Not Applicable 13. Foreign Exchange Rate Provisions: Not Applicable NORMAL REDEMPTION PROVISIONS - 5 -
14. Redemption Basis: Index-Linked, as specified in the Annex 15. Redemption Amount: EUR 1,000 per Bond, provided that if an Early Termination Event occurs, the Redemption Amount will be the amount determined pursuant to the Annex. 16. Maturity Date: 16 May 2014 17. Business Day Convention: Following 18. Business Day Centre(s) TARGET OPTIONS AND EARLY REDEMPTION PROVISIONS 19. Issuer s Optional Redemption: Not Applicable For redemption of Bonds upon an Early Termination Event, see the Annex. 20. Bondholders' Optional Redemption: Not Applicable 20a. Automatic Early Redemption: See the Annex. 21. Redemption Amount payable on redemption for an Event of Default: 22. Unmatured Coupons to become void upon early redemption (Bearer Bonds only): The Redemption Amount payable on an Event of Default in respect of the relevant Bond at any time before the Redemption Date shall be calculated and determined by the Calculation Agent as the greater of (i) EUR 1,000 and (ii) the Calculation Agent s determination, in the Specified Currency, of the market value of the relevant Bond at the time of the acceleration, taking into account factors including, but not limited to, interest rates, index levels and implied volatilities in the option markets. Not Applicable PROVISIONS REGARDING THE FORM OF BONDS 23. Form of Bonds: Bearer Bonds Permanent Global Bearer Bond which is exchangeable for Definitive Bonds in the limited circumstances specified therein - 6 -
24. Details relating to Partly Paid Bonds: Not applicable 25. Details relating to Instalment Bonds: Not Applicable 26. Redenomination, renominalisation and reconventioning provisions: Not Applicable 27. Consolidation provisions: Not Applicable 28. Other terms or special conditions: See the Annex DISTRIBUTION PROVISIONS 29. Method of distribution: Non-Syndicated (i) If syndicated, names of Managers: Not Applicable (ii) If non-syndicated, name of Relevant Dealer: Banca IMI S.p.A (iii) Stabilising manager(s) (if any): Banca IMI S.p.A. (iv) Commission(s): Combined management and underwriting commission of 0,003 per cent. of the Principal Amount of the Bonds being issued and selling commission of 3,00 per cent. of the Principal Amount of Issue being issued. OPERATIONAL INFORMATION AND LISTING 30. Any clearing system(s) other than Euroclear or Clearstream Banking Luxembourg and the relevant identification number(s): 31. Agents appointed in respect of the Bonds: Not Applicable Fiscal Agent and principal Paying Agent Citibank, N.A. London Citigroup Centre Canada Square, Canary Wharf London E14 5LB Calculation Agent Banca IMI S.p.A. Piazzetta G. Dell'Amore, 3 20121 Milan Italy Unless explicitly provided otherwise, any determinations and calculations of Calculation - 7 -
Agent pursuant to these Final Terms and the Offering Circular will be done by the Calculation Agent in its sole and absolute discretion. 32. Listing: Application is expected to be made by EIB (or on its behalf) for the Bonds to be admitted, with effect from the Issue Date, to the official list of and to trading on the Bourse de Luxembourg, which is the regulated market of the Luxembourg Stock Exchange. 33. Governing law: Luxembourg Applications may also be made for the Bonds to be admitted to trading on other exchanges and markets. EUROPEAN INVESTMENT BANK: By: By: - 8 -
ANNEX Automatic Redemption upon Early Termination Event In each of the years from and including 2011 to and including 2014, if an Early Termination Event occurs, then, unless previously redeemed or purchased and cancelled in accordance with the Terms and Conditions of the Bonds, each Bond shall be redeemed by EIB on the relevant redemption date ( Redemption Date ) for the Redemption Amount set out in the table below: Redemption Date Redemption Amount 16 May 2011 EUR 1,150 16 May 2012 EUR 1,200 16 May 2013 EUR 1,250 Maturity Date EUR 1,300 Early Termination Event occurs, in respect of the Redemption Date, when the Final Level of the Index is equal to or greater than the Initial Level of the Index multiplied by 105 per cent. Calculation Agent shall promptly deliver a notice of the occurrence of the Early Termination Event to the Issuer, the Fiscal Agent and principal Paying Agent, Listing Agent and, pursuant to Condition 16, to the Holders of the Bonds. Exchange means, in respect of each component security included in the Index from time to time, the principal stock or other exchange on which such security is principally traded, as determined by the Calculation Agent. Final Level means, in respect of each Redemption Date, the arithmetic average of the Relevant Prices on the Final Valuation Dates falling in the calendar year of such Redemption Date. The Final Level will, in respect of each Redemption Date, be determined by the Calculation Agent on the last Final Valuation Date prior to such Redemption Date. Initial Level means the arithmetic average of the Relevant Prices on the Initial Valuation Dates. The Initial Level will be determined by the Calculation Agent on the last Initial Valuation Date. Index means the Dow Jones EURO STOXX 50 Index (Bloomberg Code:"SX5E<Index>"). Index Business Day means any day on which the Index Sponsor is scheduled to publish the level of the Index. Index Sponsor or Index Provider or Sponsor means the STOXX LTD. Market Disruption Event means any of: (i) the Index Sponsor fails to publish the official closing level of the Index on any Valuation Date; (ii) any suspension of or limitation imposed on trading on the relevant Exchange; (iii) an Exchange fails to open for trading during its regular trading session; (iv) any event that disrupts or impairs the ability of market participants in general to effect transactions - 9 -
in, or obtain market values for any component financial instruments of the Index; and (v) the closure on a day of an Exchange prior to the scheduled closing time unless such earlier closing is announced by such Exchange at least one hour prior to the earlier of: (a) the actual closing time for the regular trading session on such Exchange on such day; and (b) the submission deadline for orders to be entered into the Exchange for execution at the Valuation time on such day. Relevant Price means, in respect of a Valuation Date, the official closing level of the Index on such Valuation Date regardless of any revisions thereof after determination of such level by the Calculation Agent. Valuation Dates means (i) 19 th calendar day of each month from and including 19 th May 2008 to and including 19 th October 2008 (or, if any of such dates is not a Index Business Day, the next following Index Business Day) (the Initial Valuation Dates ) and (ii), in each year from and including 2011 to and including 2014, the five consecutive Index Business Days in April of each year, starting from and including 15 th April (the Final Valuation Dates ). Valuation time means the time at which the official closing level of the Index is calculated and published by the Index Sponsor. Market Disruption Event and Index Adjustment Market Disruption Event and Index Adjustment shall apply for the purpose of determination of the occurrence of the Early Termination Event. Any reference to five Index Business Days or the fifth Index Business Day in Condition 7 is replaced by a reference to eight Index Business Days or the eighth Index Business Day, respectively. PART B - TERMS AND CONDITIONS OF THE OFFER - 10 -
Offer to the Public The offer will be open by the Relevant Dealer, acting as principal, to the public in the Italian Republic from 09:00 (Rome time) on 25 March 2008 to the earlier of (i) 16:00 (Rome time) on 12 May 2008 and (ii) the day immediately after the date on which the aggregate purchased principal amount of the Bonds is equal to the Principal Amount of EUR 500,000,000, subject to extension or early close (the Offer Period ). Qualified investors (as defined by Article 2(1)(e)(i) to (iii) of the Prospectus Directive) will be excluded from such offer. The offer may be extended, or may be closed earlier, in the discretion of the Relevant Dealer after consultation with EIB, in which case a notice will be submitted to the Luxembourg Stock Exchange for publication on its website (www.bourse.lu). The Bonds will be offered at 100.00 per cent. of the Specified Denomination. The validity of any sales of Bonds made during the Offer Period will be subject to the condition that the Bonds are effectively issued by EIB to the Relevant Dealer pursuant to the Dealer Agreement. The Relevant Dealer may, directly or through its Distributors (as defined below), offer the Bonds to the public subject to compliance with all applicable laws and regulations. The final nominal amount of the offer, which must not exceed EUR 500,000,000, will be made public between the end of the Offer Period and the admission of the Bonds to trading by publication on the website of the Luxembourg Stock Exchange (www.bourse.lu). Persons who are interested in purchasing Bonds should contact either the Relevant Dealer or one of the following agents of the Relevant Dealer ( Distributors ): Intesa Sanpaolo S.p.A. Banca dell Adriatico S.p.A. Banca di Trento e Bolzano S.p.A. Banca Prossima S.p.A. Banco di Napoli S.p.A. Cassa dei Risparmi di Forlì e della Romagna S.p.A. Cassa di Risparmio del Friuli Venezia Giulia S.p.A., Cassa di Risparmio della Provincia di Viterbo S.p.A. Cassa di Risparmio di Ascoli Piceno S.p.A. Cassa di Risparmio di Città di Castello S.p.A. Cassa di Risparmio di Fano S.p.A. Cassa di Risparmio di Foligno S.p.A. Cassa di Risparmio di Padova e Rovigo S.p.A. Cassa di Risparmio di Rieti S.p.A. Cassa di Risparmio di Spoleto S.p.A. Cassa di Risparmio di Terni e Narni S.p.A. Cassa di Risparmio di Venezia S.p.A. Cassa di Risparmio in Bologna S.p.A. During the Offer Period, prospective investors may apply to purchase Bonds during normal Italian banking hours exclusively at the offices (filiali) of the Relevant Dealer and its Distributors by filling in, duly executing (also by appropriate attorneys) and delivering a specific acceptance form (scheda di adesione). Such acceptance form is available at each office of the Relevant Dealer and its Distributors. There is no limit to the number of acceptance forms which may be submitted by a prospective investor to the Relevant Dealer or any of its Distributors. - 11 -
A purchase request may be revoked no later than on the last day of the Offer Period by the potential investors through a specific request made at the relevant office of the Relevant Dealer or its Distributor, where the relevant acceptance form was received by the Relevant Dealer or, on its behalf, by its Distributor. Upon expiry of the Offer Period, the purchase of the relevant Bonds from the Relevant Dealer may not be revoked by the investor. The Relevant Dealer and its Distributors will manage the allotment of Bonds to persons who purchase Bonds from the Relevant Dealer. The Relevant Dealer and its Distributors may therefore accept, decline or scale down applications for Bonds in their own discretion and may set a maximum or minimum amount of Bonds that may be purchased from it. The Relevant Dealer and its Distributors agree arrangements with each person who purchases Bonds from it for payment by such person of the purchase price and crediting of such Bonds to the account of such person. Subscription of the Bonds The Relevant Dealer has, pursuant to a Letter of Appointment of a Relevant Dealer for a Non- Syndicated Issue, dated on or about 19 March 2008 (the Dealer Appointment Letter ), and the Dealer Agreement, agreed with EIB, subject to the satisfaction of certain conditions, to subscribe for the Bonds at an issue price of 100 per cent. of the Principal Amount of the Issue, less a combined management and underwriting commission of 0,003 per cent. and selling commission of 3,00 per cent. of the principal amount. The obligation of the Relevant Dealer to subscribe and pay for any Bonds is conditional on the following conditions precedent: EIB having performed all of its obligations under the Dealer Agreement to be performed on or before the Issue Date of the Bonds and upon accuracy, on the Issue Date of the Bonds, of the representations and warranties of EIB given on 19 March 2008 (the Trade Date ); Luxembourg Stock Exchange having agreed to list the Bonds; there not having occurred since the Trade Date in the opinion of the Relevant Dealer, any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the view of the Relevant Dealer after prior consultation with EIB (if practicable), be likely to prejudice materially the success of the offering and distribution of any of the Bonds or dealings in the Bonds in the secondary market. The validity of any sales of Bonds made by the Relevant Dealer and its Distributors during the Offer Period will be subject to the condition that the Bonds are effectively issued by EIB to the Relevant Dealer pursuant to the Dealer Agreement. Selling Restrictions No action is being taken by EIB, the Relevant Dealer or its Distributors to permit a public offering of the Bonds, or the distribution of any document, in or from any jurisdiction where action would be required for such purposes. Accordingly, the Bonds may not be directly or indirectly offered or sold or any information memorandum, offering circular, prospectus, form of application, advertisement or other offering material distributed or published in any country or jurisdiction except in compliance with any applicable laws or regulations. - 12 -
Listing and Admission to Trading The Bonds are expected to be admitted to the official list of and to trading on the Bourse de Luxembourg, which is the regulated market of the Luxembourg Stock Exchange. The Dealer Agreement contains an undertaking by EIB that if the Bonds cease to be admitted to the official list of and to trading on the Bourse de Luxembourg (or its successor market), EIB shall endeavour promptly to have the Bonds admitted to trading on another stock exchange. PART C - DESCRIPTION OF THE INDEX The Dow Jones EURO STOXX 50 (Price) Index is a capitalization-weighted index of 50 European blue-chip stocks from 12 Eurozone countries: Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal and Spain. The equities use free float shares in the index calculation. The index was developed with a base value of 1000 as of December 31, 1991. - 13 -
Other information concerning the Index are available at www.stoxx.com. Based on information provided by : Bloomberg. Recent Historical Performance Of The Dow Jones Euro Stoxx 50 Year End of month Level of the Index Year End of month Level of the Index 2002 January 3,670.26 2004 January 2,839.13 February 3,624.74 February 2,893.18 March 3,784.05 March 2,787.49 April 3,574.23 April 2,787.48 May 3,425.79 May 2,736.83 June 3,133.39 June 2,811.08 July 2,685.79 July 2,720.05 August 2,709.29 August 2,670.79 September 2,204.39 September 2,726.30 October 2,518.99 October 2,811.72 November 2,656.85 November 2,876.39 December 2,386.41 December 2,951.24 2003 January 2,248.17 2005 January 2,984.59 February 2,140.73 February 3,058.32 March 2,036.86 March 3,055.73 April 2,324.23 April 2,930.10 May 2,330.06 May 3,076.70 June 2,419.51 June 3,181.54 July 2,519.79 July 3,326.51 August 2,556.71 August 3,263.78 September 2,395.87 September 3,428.51 October 2,575.04 October 3,320.15 November 2,630.47 November 3,447.07 December 2,760.66 December 3,578.93-14 -
Year End of month Level of the Index Year End of month Level of the Index 2006 January 3,691.41 2007 January 4,178.54 February 3,774.51 February 4,087.12 March 3,853.74 March 4,181.03 April 3,839.90 April 4,392.34 May 3,637.17 May 4,512.65 June 3,648.92 June 4,489.77 July 3,691.87 July 4,315.69 August 3,808.70 August 4,294.56 September 3,899.41 September 4,381.71 October 4,004.80 October 4,489.79 November 3,987.23 November 4,394.95 December 4,119.94 December 4,399.72 2008 January 3,792.80 2008 February 3,724.50 Source: Bloomberg. Future values of the Index may not be in line with historical values Index Disclaimer STOXX and Dow Jones have no relationship to EIB or the Relevant Dealer, other than the licensing to the Relevant Dealer of the Dow Jones EURO STOXX 50 Index and the related trademarks for use in connection with the Bonds. STOXX and Dow Jones do not: (i) sponsor, endorse, sell or promote the Bonds; (ii) recommend that any person invest in the Bonds or any other securities; (iii) have any responsibility or liability for or make any decisions about the timing, amount or pricing of the Bonds; (iv) have any responsibility or liability for the administration, management or marketing of the Bonds; (v) consider the needs of the Bonds or the owners of the Bonds in determining, composing or calculating the Dow Jones EURO STOXX 50 Index or have any obligation to do so. STOXX and Dow Jones will not have any liability in connection with the Bonds. Specifically, STOXX and Dow Jones do not make any warranty, express or implied and disclaim any and all warranty about: (i) the results to be obtained by the Bonds, the owner of the Bonds or any other person in connection with the use of the Dow Jones EURO STOXX 50 Index and the data included in the Dow Jones EURO STOXX 50 Index; (ii) the accuracy or completeness of the Dow Jones EURO STOXX 50 Index and its data; and (iii) the merchantability and the fitness for a particular purpose or use of the Dow Jones EURO STOXX 50 Index and its data. STOXX and Dow Jones will have no liability for any errors, omissions or interruptions in the Dow Jones EURO STOXX 50 Index or its data. Under no circumstances will STOXX or Dow Jones be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX or Dow Jones knows that they might occur. The licensing agreement between the Relevant Dealer and STOXX is solely for their benefit and not for the benefit of the owners of the Bonds or any other third party. Neither the EIB nor the Calculation Agent shall have any liability to the holders of the Bonds for any act or failure to act by the Index Sponsor in connection with the calculation, adjustment or maintenance of the relevant Index. Although - 15 -
the Calculation Agent will obtain information concerning the Index from publicly available sources it believes reliable, it will not independently verify this information. - 16 -