Regulation (EU) 2015/1017 of the European Parliament and of the Council of 25 June 2015 on the European Fund for Strategic Investments, the European Investment Advisory Hub and the European Investment Project Portal and amending Regulations (EU) No 1291/2013 and (EU) No 1316/2013 — the European Fund for Strategic Investments

CHAPTER I

INTRODUCTORY PROVISIONS

Article 1

Subject matter

Article 2

Definitions

For the purposes of this Regulation, the following definitions apply:

(1) ‘EFSI Agreement’ means the legal instrument whereby the Commission and the EIB specify the conditions laid down in this Regulation for the management of the EFSI;

(2) ‘EIAH Agreement’ means the legal instrument whereby the Commission and the EIB specify the conditions laid down in this Regulation for the implementation of the EIAH;

(3) ‘national promotional banks or institutions’ means legal entities carrying out financial activities on a professional basis which are given a mandate by a Member State or a Member State's entity at central, regional or local level, to carry out development or promotional activities;

(4) ‘investment platforms’ means special purpose vehicles, managed accounts, contract-based co-financing or risk-sharing arrangements or arrangements established by any other means by which entities channel a financial contribution in order to finance a number of investment projects, and which may include: (a) national or sub-national platforms that group together several investment projects on the territory of a given Member State; (b) cross-border, multi-country, regional or macro-regional platforms that group together partners from several Member States, regions or third countries interested in projects in a given geographic area; (c) thematic platforms that group together investment projects in a given sector;

(5) ‘small and medium-sized enterprises’ or ‘SMEs’ means micro, small and medium-sized enterprises as defined in Article 2 of the Annex to Commission Recommendation 2003/361/EC (¹);

(6) ‘small mid-cap companies’ means entities having up to 499 employees that are not SMEs;

(7) ‘mid-cap companies’ means entities having up to 3 000 employees that are not SMEs or small mid-cap companies;

(8) ‘additionality’ means additionality as defined in Article 5(1).

CHAPTER II

EUROPEAN FUND FOR STRATEGIC INVESTMENTS

Article 3

Purpose

The purpose of the EFSI shall be to support, in the Union, through the supply of risk-bearing capacity to the EIB, the following:

(a) investments;

(b) increased access to financing for entities having up to 3 000 employees, with a particular focus on SMEs and small mid-cap companies.

Article 4

Terms of the EFSI Agreement

The EFSI Agreement shall contain, in particular, provisions concerning:

(a) the establishment of the EFSI, including: (i) the establishment of the EFSI as a distinct, clearly identifiable and transparent facility and as a separate account managed by the EIB, the operations of which are clearly distinguished from other operations of the EIB; (ii) the amount, of no less than EUR 7 500 000 000 in guarantees or cash, and the terms of the financial contribution which is to be provided by the EIB through the EFSI; (iii) the terms of the funding or the guarantees which are to be provided by the EIB through the EFSI to the EIF; (iv) the pricing of operations under the EU guarantee which is to be in line with the EIB’s pricing policy; (v) the procedures to contribute, without prejudice to Protocol No 5 on the Statute of the European Investment Bank annexed to the TEU and to the TFEU and the EIB prerogatives set out therein, to a reduction of the financing cost of the operation borne by the beneficiary of the EIB financing under EFSI, in particular by modulating the remuneration of the EU guarantee, where necessary in particular in situations where stressed financial market conditions would prevent the realisation of a viable project or where necessary to facilitate the establishment of investment platforms or the funding of projects in sectors or areas experiencing a significant market failure or suboptimal investment situation, to the extent it does not significantly impact the necessary financing of the provisioning of the Guarantee Fund;

(b) governance arrangements concerning the EFSI, in accordance with Article 7, without prejudice to Protocol No 5 on the Statute of the European Investment Bank annexed to the TEU and to the TFEU (the EIB Statute), including: (i) the composition and number of members of the Steering Board; (ii) a provision that a representative of the Commission is to chair the Steering Board meetings; (iii) a provision that the Steering Board is to take decisions in accordance with the procedure laid down in Article 7(3); (iv) the procedure for the appointment of the Managing Director and of the Deputy Managing Director, their remuneration and working conditions, in accordance with the Staff Regulations of the EIB, the rules and procedures on their replacement in their functions and on accountability, without prejudice to this Regulation; (v) the procedure for the appointment and dismissal of the members of the Investment Committee, their remuneration and working conditions and the voting arrangements within the Investment Committee, specifying the quorum and allocating one vote to each member; (vi) the requirement that the Steering Board and the Investment Committee adopt their respective rules of procedure; (vii) the requirement that financing and investment operations covered by this Regulation are to be ultimately approved by the EIB governing bodies in accordance with the EIB Statute; (viii) provisions on avoidance and handling of possible conflicts of interest;

(c) the EU guarantee, which is to be an unconditional, irrevocable, first demand guarantee in favour of the EIB, including: (i) in accordance with Article 11, detailed rules on the provision of the EU guarantee, including its arrangements on coverage, its defined coverage of portfolios of specific types of instruments and the respective events triggering possible calls on the EU guarantee; (ii) requirements that remuneration for risk-taking be allocated among contributors to the EFSI in proportion to their respective share in the risk-taking and that remuneration to the Union and payments on the EU guarantee are to be made in a timely manner and only after remuneration and losses from operations have been netted; (iii) in accordance with Article 9, requirements for the use of the EU guarantee, including the payment conditions, such as specific time frames, the interest to be paid on due amounts and the necessary liquidity arrangements; (iv) in accordance with Article 11(5), provisions and procedures relating to the recovery of claims that is to be entrusted to the EIB;

(d) in accordance with this Regulation, and in particular Articles 7(12) and 9(5) thereof, Annex II thereto, and any delegated act adopted pursuant to this Regulation, the arrangements for approval by the Investment Committee of the use of the EU guarantee for individual projects or for supporting investment platforms or funds, or national promotional banks or institutions;

(e) the procedures for the submission and approval of investment proposals for the use of the EU guarantee, including: (i) the procedure for the transmission of investment proposals to the Investment Committee; (ii) provisions on the information to be provided when submitting investment proposals to the Investment Committee; (iii) the requirement that the procedure for submission and approval of investment proposals for the use of the EU guarantee be without prejudice to the EIB decision-making rules laid down in the EIB Statute, and in particular Article 19 thereof; (iv) rules further detailing the transitional provisions which comply with Article 24 of this Regulation, and in particular the manner in which operations approved by the EIB during the period referred to in that Article are to be included under the EU guarantee coverage;

(f) the reporting, monitoring and accountability with regard to the EFSI, including: (i) in accordance with Article 16, the operational reporting obligations incumbent on the EIB, where appropriate in cooperation with the EIF; (ii) the financial reporting obligations with regard to the EFSI; (iii) in accordance with Articles 20 and 21, rules on auditing and fraud prevention; (iv) key performance indicators, in particular as regards the use of the EU guarantee, the fulfilment of the objectives and criteria laid down in Articles 6 and 9 and Annex II, the mobilisation of private capital, and the macro-economic impact of the EFSI, including its effect on supporting investment;

(g) evaluations of the functioning of the EFSI in accordance with Article 18;

(h) the communication and promotion strategy of the EFSI;

(i) the procedures and conditions for the amendment of the EFSI Agreement, upon the initiative of the Commission or of the EIB, including the obligation to report to the European Parliament and the Council on such amendment;

(j) any other administrative or organisational conditions necessary for the management of the EFSI in so far as they permit the proper use of the EU guarantee;

(k) the arrangements concerning the contributions by Member States to the EFSI in the form of guarantees or cash, and by other third parties only in the form of cash, that are not to confer upon those Member States or other third parties any right to participate in the decision-making and voting of the Steering Board.

The EFSI Agreement shall also provide that:

(a) EFSI activities conducted by the EIF are to be governed by the EIF governing bodies;

(b) EFSI activities conducted by the EIF are to be subject to reporting requirements in accordance with Article 16;

(c) remuneration attributable to the Union from financing and investment operations covered by this Regulation is to be provided following the deduction of payments due to calls on the EU guarantee and, subsequently, of costs in accordance with Article 9(6) and with the EIAH Agreement.

Article 5

Additionality

To better address market failures or sub-optimal investment situations, and to facilitate, in particular, the use of investment platforms for small-scale projects, thereby ensuring complementarity and thus avoiding crowding out participants in the same market, EIB special activities supported by the EFSI shall, as a preferred way and if duly justified:

(a) have features of subordination, including the taking of junior positions vis-à-vis other investors;

(b) participate in risk-sharing instruments;

(c) demonstrate cross-border characteristics;

(d) be exposed to specific risks; or

(e) have other aspects as further described in point (d) of Section 3 of Annex II.

Without prejudice to the requirement to meet the definition of additionality as set out in the first subparagraph, the following elements are strong indications of additionality:

— projects that carry a risk corresponding to EIB special activities, as defined in Article 16 of the EIB Statute, especially if such projects present country-, sector- or region-specific risks, in particular those experienced in less developed regions and transition regions and/or if such projects present risks associated with innovation, in particular in growth-, sustainability- and productivity-enhancing unproven technologies,

— projects that consist of physical infrastructure, including e-infrastructure, linking two or more Member States or of the extension of such infrastructure or services linked to such infrastructure from one Member State to one or more Member States.

Where the risk level so requires, EIB special activities shall be more broadly used under this Regulation than before the entry into force thereof. This shall in particular apply with respect to those Member States where EIB special activities have not been used or have been used only exceptionally before the entry into force of this Regulation, in order to allow for the implementation of additional operations and projects, as well as additional financing by the EIB and national promotional banks or institutions or investment platforms.

Article 6

Eligibility criteria for the use of the EU guarantee

The EFSI Agreement shall provide that the EFSI is to support projects which address market failures or sub-optimal investment situations and which:

(a) are economically viable according to a cost-benefit analysis following Union standards, taking into account possible support from, and co-financing by, private and public partners to a project;

(b) are consistent with Union policies, including the objective of smart, sustainable and inclusive growth, quality job creation, and economic, social and territorial cohesion;

(c) provide additionality;

(d) maximise where possible the mobilisation of private sector capital; and

(e) are technically viable.

Article 7

Governance of the EFSI

The EFSI Agreement shall provide that the EFSI is to be governed by a steering board, which, for the purpose of the use of the EU guarantee, is to determine, in conformity with the general objectives set out in Article 9(2):

(a) the strategic orientation of the EFSI, including the allocation of the EU guarantee within the infrastructure and innovation windows and any decision to be taken under Article 11(3) and Section 7(b) of Annex II;

(b) the operating policies and procedures necessary for the functioning of the EFSI;

(c) the rules applicable to the operations with investment platforms and national promotional banks or institutions;

(d) the risk profile of the EFSI.

The Steering Board shall elect a Chairperson from among its voting members for a fixed term of three years, renewable once. The Steering Board shall discuss and take the utmost possible account of the positions of all members. If the members cannot converge in their position, the Steering Board shall take its decisions by unanimous vote among its voting members. The minutes of Steering Board meetings shall provide a substantive account of the positions of all members.

The detailed minutes of Steering Board meetings shall be published as soon as they have been approved by the Steering Board. The European Parliament shall be immediately notified of their publication.

The Steering Board shall regularly organise a consultation of relevant stakeholders - in particular co-investors, public authorities, experts, education, training and research institutions, the relevant social partners and representatives of civil society - on the orientation and implementation of the investment policy carried out by the EIB under this Regulation.

The instruments used by the EIF for carrying out operations covered by this Regulation shall be approved jointly by the Steering Board and the Managing Director, after consulting the Investment Committee.

The Managing Director shall be assisted by a deputy managing director. The Managing Director and the Deputy Managing Director shall participate in the meetings of the Steering Board as observers. The Managing Director shall report every quarter on the activities of the EFSI to the Steering Board.

The European Parliament and the Council shall be kept duly informed in a timely manner at all stages of the selection procedure, subject to strict confidentiality requirements. That applies regardless of the conclusion of the agreement between the European Parliament and the EIB referred to in Article 17(5).

The European Parliament shall organise as rapidly as possible, and at the latest within four weeks from the communication of the name of a selected candidate, a hearing with the candidate for each position.

Following the approval from the European Parliament, the Managing Director and the Deputy Managing Director shall be appointed by the President of the EIB for a fixed term of three years, renewable once.

When appointing the experts of the Investment Committee, the Steering Board shall ensure that the composition of the Investment Committee is diversified, so as to ensure that it has a wide knowledge of the sectors referred to in Article 9 and of the geographic markets in the Union.

The composition of the Investment Committee shall be gender-balanced. The Steering Board shall strive to select experts having experience in investment in one or more of the following fields:

(a) research, development and innovation;

(b) transport infrastructures and innovative technologies for transport;

(c) energy infrastructures, energy efficiency and renewable energy;

(d) information and communication technologies infrastructures;

(e) climate action, environmental protection and management;

(f) education and training;

(g) health and medicine;

(h) SMEs;

(i) cultural and creative industries;

(j) urban mobility;

(k) social infrastructures and the social and solidarity economy;

(l) sustainable agriculture, forestry, fishery, aquaculture and other elements of the wider bioeconomy.

Decisions of the Investment Committee shall be taken by simple majority.  Decisions approving the use of the EU guarantee shall be public and accessible, and shall include the rationale for the decision, with particular focus on compliance with the additionality criterion. They shall also refer to the global assessment stemming from the scoreboard of indicators referred to in paragraph 14. The publication shall not contain commercially sensitive information. In reaching its decision, the Investment Committee shall be supported by the documentation provided by the EIB.

The scoreboard, which is a tool for the Investment Committee to prioritise the use of the EU guarantee for operations that display higher scores and added value, shall be publicly available after the signature of a project. The publication shall not contain commercially sensitive information.

Commercially sensitive parts of the decisions of the Investment Committee shall be forwarded by the EIB to the European Parliament upon request subject to strict confidentiality requirements.

Twice a year, the EIB shall submit to the European Parliament, to the Council and to the Commission a list of all decisions of the Investment Committee as well as the scoreboards relating to all those decisions. That submission shall be subject to strict confidentiality requirements.

The Steering Board shall, as part of the strategic orientation of the EFSI, establish a minimum score for each pillar in the scoreboard with a view to enhancing the assessment of projects.

The Steering Board may, upon request from the EIB, allow the Investment Committee to examine a project whose score in any of the pillars is below the minimum score when the global assessment contained in the scoreboard concludes that the operation related to that project would either address a significant market failure or present a high level of additionality.

CHAPTER III

EU GUARANTEE AND EU GUARANTEE FUND

Article 8

EU guarantee

The Union shall provide an irrevocable and unconditional guarantee to the EIB for financing and investment operations covered by this Regulation and by the EFSI Agreement (EU guarantee) where those operations:

(a) are carried out within the Union; or