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The Administration fee covers activities carried out to raise or access Contributors’ funds, account for the use of funds (audits, evaluations), management of Fund Outstanding Balances (such as costs arising from cash accounts, calculation agents, custody fees), communication and Contributor visibility, creation and maintenance of dedicated IT systems, Contributors engagement and all other costs to meet obligations placed on the Bank by Contributors.

7.2 Instrument fee¹⁹

Instrument fee shall be payable upon the approval of a given operation under the Fund, as follows:

• (i) Investment grants and interest rate subsidies: 1 percent;

• (ii) Technical assistance: 3.5 percent; and

• (iii) Financial instruments: 4.5 percent.

Instrument fee covers the costs of the activity of multiple teams across the Bank contributing to various stages of the instrument management cycle, including the design of operations, the operations approval process, procurement, implementation and monitoring of operations, results and financial reporting, and other operational costs.

7.3 Other fees

For any additional request by a Contributor beyond those specified in these Platform Rules or in the Fund Description, additional fees may be applied by the Bank to the requesting Contributor.

ARTICLE 8

MANAGEMENT OF OUTSTANDING BALANCE

8.1 Investment of Fund Outstanding Balance

Each Contributor authorises the Bank to invest, at its discretion and at the risk of that Contributor, the Fund Outstanding Balance (pro-rata its Contribution Paid) in accordance with:

• (i) the Asset Management Guidelines of the EIB (Annex II “Asset Management Guidelines” to these Platform Rules), where the Platform Outstanding Balance is at least equal to 100,000,000 euros and an investment horizon of more than one year; or

• (ii) the Unitary Fund in case where the Platform Outstanding Balance is lower than 100,000,000 euros or the investment horizon is less than one year. The Deed Poll and the Information Memorandum of the Unitary Fund shall be submitted to each Contributor upon the Bank receiving the Contribution and, as the case may be, upon revision of these documents.

The Bank shall be entitled to invest the Platform Outstanding Balance in the Unitary Fund in accordance with this Article 8.1, and to divest the investments in the Unitary Fund any time as necessary to implement an operation. For that purpose, each Contributor hereby authorises the Bank to sign and execute the relevant subscription and redemption forms on its behalf and to deduct any amount concerning subscriptions, and fees and costs charged by the Unitary Fund from the Platform Outstanding Balance.

The Contributors shall not interfere in the decision of the Bank to invest the Fund’s Outstanding Balance in accordance with the Platform Rules.

8.2 Proceeds/losses from placement of Fund Outstanding Balance

Such investments made from the Fund Outstanding Balance may lead to gains or losses and such gains or losses shall be borne by each Fund from which the associated investments were made.

8.3 Investment tools and features

The details of each investment tool and features available to the Bank in relation to Article 8.1 of these Platform Rules are set out in Annex II “Asset Management Guidelines” to these Platform Rules.

8.4 Liability arising from management of Fund Outstanding Balance

The Bank shall only be bound to use its best endeavours (“obligation de moyens”) when carrying out its duties as manager of the Fund’s Outstanding Balance, which each Contributor expressly accepts. The Bank shall in any case only be liable towards the Contributor in case of gross negligence (“faute lourde”) or wilful misconduct (“faute dolosive”).

Each Contributor is solely responsible for the transactions made on its behalf by the Bank in accordance with Article 8.1 of these Platform Rules.

With regard to the assessment and evaluation of the possible performance and risks of an asset, the Bank’s liability is limited to gross negligence (“faute lourde”); this shall also apply to secondary contractual obligations. The Bank is only liable for direct damages and under no circumstances for any consequential or special damages (such as, for example, any loss due to an unexecuted transaction, loss of profit, loss of data, damaged or unreadable data, damage to goodwill, damage to reputation or waste of management time), which are triggered or occur as a result of any of the Contributors entering into these Platform Rules or their termination or suspension.

Each Contributor agrees that the Bank does not guarantee any specific results and/or profits.

Moreover, the Bank shall not be liable for any losses in the value of the Fund Outstanding Balance resulting from market fluctuations, from changes in the exchange rates or from any other reason, for fluctuations in the yield, for temporary overexposure of the Fund Outstanding Balance in relation to limits fixed in the Asset Management Guidelines or Unitary Fund of the EIB (due to the volatility of the markets, of other consequences, of errors of judgement or losses of opportunity when selecting investments, or for loss of opportunity at the level of the Contributor).

Each Contributor acknowledges and accepts that the Bank may not at all times, be aware of all investment opportunities available in the financial markets.

The Bank shall not be held liable for any depreciation suffered by any of the Contributors as a direct or indirect consequence of a change in the investment strategy applicable in the Asset Management Guidelines or Unitary Fund of the EIB, in particular in case of a change in this strategy before the term of the investment horizon determined by the Bank, in case of premature withdrawals of a Fund Outstanding Balance or termination of the Platform or of an individual Fund.

The Bank shall assume no responsibility for the consequences of events beyond its control, such as force majeure, a war, a riot, terrorist acts, IT failures, measures taken by public or foreign authorities or consequences of changes to the laws of Luxembourg or a foreign country.

The Bank shall not be liable for the correctness of information received from third parties and on which it relies for the management of the Fund Outstanding Balance. Similarly, the Bank shall not be held liable for inaccurate financial information provided to the Contributors on the basis of information provided by third parties.

The responsibility of examining the expediency of investments in relation to current tax, duty and currency legislation remains with the Contributors.

The Bank may manage the Fund Outstanding Balance without regard to the tax situation of the Contributor and shall assume no liability in this respect.

If any claims are made by or against the Bank, related to these Platform Rules or the services provided thereunder, each Contributor agrees to provide the Bank with all assistance reasonably requested.

The Bank offers no guarantee of any kind regarding investment success, which each Contributor expressly accepts.

ARTICLE 9

ACCOUNTING AND REPORTING

9.1 Accounts

The Bank shall maintain its recordings in the relevant accounts of the Platform exclusively in euros.

9.2 Financial statements

The Bank shall prepare the annual audited and consolidated financial statements for the Platform in euros. The consolidated financial statements shall be drawn up on the basis of cash receipts and disbursements except for the investments of Fund Outstanding Balances which shall be reported on a fair value basis.

The financial statements shall comprise:

• (i) a consolidated statement of account movements of the Funds under the Platform; and

• (ii) individual statements for each Fund including the breakdown of all movements with value dates and including an overview of the Fund Outstanding Balances and an overview of fees charged.

The financial year of each Fund is the calendar year.

Once they have been audited in accordance with Article 10 of these Platform Rules, the financial statements shall be approved, in line with financial statement approval procedures generally applied by EIB to third party mandates.

9.3 Valuation

9.3.1 Currencies

Whenever it shall be necessary for purposes of preparation or presentation of financial statements to determine the value of any currency in terms of another currency, the valuation shall be made by the Bank, using the same principles as the Bank applies for its own resources operations.

9.3.2 Investment of Fund Outstanding Balance

Whenever it shall be necessary for purposes of preparation or presentation of financial statements to determine the fair value of investments of the Fund or the Platform Outstanding Balance in comparison to the cost of investments, the valuation shall be made by the Bank, using the same principles as the Bank applies for its own resources operations.

9.4 Reporting

The Bank shall provide each Contributor with the following reports:

9.4.1 Reporting at the Fund level:

• (i) annual operations progress reports: providing a status update on operations, summary of operational highlights and issues over the reporting period, results report on the Fund level and financial status;

• (ii) bi-annual operations progress update: providing information on new operations approved, financial resources and disbursements status, and the project pipeline;

• (iii) operations completion reports: providing a fully-fledged information on operation including results and financial aspects; and

• (iv) annual audited and consolidated financial statements.

Measurable results shall be reported against the Result Framework developed for each Fund, and shall be based on the existing result measurement tools used at the EIB²⁰ (http://www.eib.org/projects/cycle/monitoring/rem.htm). Such Results Framework, which may be revised by the Bank from time to time in consultation with the Contributors, shall be used for reporting and evaluation purposes.

In addition, qualitative information shall be provided on important aspects of, among others, sustainability, ownership, broader economic impact, as frequent as appropriate.

Limited additional reporting may be agreed with any Contributor to a Fund on a bilateral basis and may be subject to extra fees.

9.4.2 Reporting at the Platform level

The EIB shall issue a consolidated Annual Contributors Report that shall highlight activities and achievements across the Bank’s Funds portfolio, providing visibility to the Contributors and each of the Funds to which they contribute.

In the context of review of the Platform activities (and for the first time in December 2022), the Bank shall provide the Contributors with an evaluation report analysing the impact of operations financed by the Funds under the Platform in the beneficiary countries.

ARTICLE 10

AUDIT AND CONTROL

10.1 Audit

The consolidated financial statements with respect to the Platform shall be subject to external auditing and the costs of such audit shall be borne by the Platform.

The individual Fund Instrument account statements shall not be subject to external audit but shall be covered under the external audit of the Platform’s consolidated financial statements.

10.2 Control

The Platform shall be managed in accordance with the Bank’s usual criteria and procedures, including appropriate control measures.

ARTICLE 11

DURATION

11.1 Termination of a Fund and of the Platform

The Platform and the Funds under the Platform shall remain in force so long as there remain funds, commitments or investments with respect to the Platform and the Funds.

Individual Funds shall not specify a termination date but may be terminated at any time by a decision of the relevant Fund’s Contributors’ Committee made with the unanimous consent of the Contributors and, if appropriate, after consultation of the EIB’s Governing Bodies.

11.2 Payment of the Fund Outstanding Balance upon termination of a Fund

Upon a decision of the relevant Contributors’ Committee, in view of the termination of a Fund, the following provisions shall apply with respect to the Fund Outstanding Balance of that Fund:

• (i) the Bank shall forthwith cease all activities relating to such corresponding amounts, except those incidental to the orderly realisation, conservation and preservation of such amounts and the settlement of the direct or contingent obligations to which they may be subject;

• (ii) in case where the Fund Outstanding Balance is positive, the Bank shall discuss with Contributors as to possible uses of the funds available from the Fund Outstanding Balance and not yet committed into an operation at the time of termination, with a view to integrate such funds in other Funds or as otherwise agreed with the Contributors. The remaining funds, if any, may as well be returned to the Contributors, if so requested in the decision on termination of the Fund;

• (iii) the Bank shall establish individual Fund Instrument account statements for the Fund being terminated for covering the period from the last annual consolidated financial statements till the date of termination, which shall be subject to the audit procedure referred to in Article 10 of these Platform Rules; and

• (iv) in case where the Fund Outstanding Balance is equal to zero, the Bank may send to the Contributors an invoice corresponding to any remaining costs incurred, pro-rata their respective Contributions Paid.

ARTICLE 12

STANDARD OF CARE AND LIABILITY

12.1 Standard of Care

The Bank shall, in accordance with its internal policies and procedures, take all appropriate measures to prevent corrupt, fraudulent, collusive, coercive and obstructive practices in connection with the use of the Funds’ proceeds, and include provisions in its agreements with beneficiaries to give full effect to the relevant Bank guidelines on tax fraud, tax evasion, tax avoidance, aggressive tax planning, money laundering and financing of terrorism.

12.2 The Bank acting as for its own resources and operations

When acting as Administrator of the Platform, the Bank shall exercise the same degree of care and diligence as for its own resources and operations. Each Contributor acknowledges and agrees that the obligations of the Bank, as Administrator, are to be performed on a best endeavour basis only (“obligation de moyens”).

The Bank shall administer the Platform as it deems appropriate, in all respects in accordance with these Platform Rules and its internal policies and procedures. The relevant policies and procedures are available on the website of the Bank.

The Bank may adopt new internal procedures and policies as it deems appropriate, which shall be applicable to these Platform Rules to the extent compatible with them.

12.3 The Bank acting in specific circumstances

In certain circumstances, the Bank may, with the relevant Contributors’ approval expressed in a form separately agreed upon by the Bank and the relevant Contributor, carry out operations, under an individual Fund, that present a level of risk that can normally not be undertaken and borne by the EIB with its own resources. Therefore, the internal policies and procedures of the Bank shall not apply to these operations.

In these specific circumstances, the Bank shall implement ad hoc policies and procedures in accordance with the level of risk inherent to, and the nature of, the contemplated operations. Such ad hoc policies shall always be consistent with the relevant Bank’s guidelines on tax fraud, tax evasion, tax avoidance, aggressive tax planning, money laundering and financing of terrorism.

The Bank shall communicate those ad hoc policies and procedures to the relevant Contributors to the extent practically possible before the holding of a Contributors’ Committee to decide on the contemplated operation, as the case may be and, if not practically possible, promptly after the decision to launch the contemplated operation has been made.

12.4 Liability limited to gross negligence and wilful misconduct

Unless otherwise provided for in these Platform Rules and or in the relevant Contribution Agreement, the Bank shall only be liable in the case of gross negligence (“faute lourde”) or wilful misconduct (“faute dolosive”).

12.5 Force majeure and disturbance of business

The Bank shall not be liable for any losses caused by abnormal or unforeseeable circumstances, force majeure, riot, war or natural events or due to other occurrences which are beyond the control of the Bank (for instance, strike, lock-out, traffic hold-ups, administrative acts of domestic or foreign authorities or courts, as well as interruptions of telecommunications system or other similar events).

12.6 Delays

Nothing in these Platform Rules shall require the Bank to take any action which, in the opinion of the Bank acting in good faith, is not possible or would be in contravention of any applicable law, regulation, market custom or practice.

The Bank shall not be liable for any delays in the performance of its obligations under these Platform Rules arising from compliance with duties flowing from applicable laws and regulations.

12.7 Limited recourse

Each Contributor acknowledges and accepts that it has only recourse to the Contributions Paid allocated to the relevant Fund, in accordance with the account statement to be established by the Bank in relation to each Fund and subject to the deduction of any applicable fees, costs, losses, and charges. Each Contributor expressly acknowledges and accepts that once all the Contributions Paid of the relevant Fund have been realised (that is, if upon termination of the relevant Fund, all the Contributions Paid, subject to the deduction of any applicable fees, costs, losses, and charges, have been redeemed on a pro rata basis), it is not entitled to take any further steps against the Bank to recover any further sums due (if any) and the right to receive any such sum shall be extinguished. Each Contributor accepts not to attach or otherwise seize the assets of the Fund, if at all possible.

ARTICLE 13

AMENDMENTS AND ORDER OF PRECEDENCE

13.1 Amendments

The Bank may, at any time and in consultation with Contributors, amend the provisions of these Platform Rules. The Bank shall inform the Contributors indicating the provisions it intends to modify or add as well as the content thereof. In proposing amendments to the provisions of the Platform Rules, the Bank shall assess the potential impact of those amendments on existing Funds and inform the Contributors thereof.

The amendments shall be deemed approved by the Contributors if they have not addressed a written objection to the Bank within 15 Business Days of dispatch of the notification by the Bank regarding the amendments.

If one or more Contributors object(s) to the amendments proposed, these Contributors are entitled to terminate the Contribution Agreement they entered into with the Bank with immediate effect within the timeframe set out above and to ask for the refund of the portion not invested into operations, if any, and subject to the deduction of any applicable fees, costs, losses, and charges, of their Contribution Paid if the amendments proposed by the Bank:

• (i) prevent such Contributor to continue to participate to the Platform in compliance with the laws and regulations applicable to it;

• (ii) impose on the Contributors to increase the amount of their Contributions; or

• (iii) substantially increase the costs of participation in the Platform.

A Contributor willing to terminate the Contribution Agreement pursuant to the termination process described above shall give evidence to the Bank and the other Contributors in the Fund that it is affected by an event listed under items (i)-(iii) above.

If an amendment to the provisions of the Platform Rules has a negative impact on one or more Funds, the relevant Contributors’ Committees shall decide whether to continue the affected Funds or to terminate them in accordance with Article 11. 1 of these Platform Rules.

Each Contributor acknowledges and agrees that technical amendments (such as, but not limited to, correction of drafting errors, numbering of Articles in the Platform Rules or cross- or external references in the Platform Rules) and amendments that do not affect the substance of any provisions of these Platform Rules may be made unilaterally by the Bank. The Bank shall immediately inform the Contributors of those technical or minor amendments.

13.2 Order of precedence

In the event of any inconsistency or conflict between the terms of the Platform Rules, a Contribution Agreement and those of the corresponding Fund Description, the following order of priority shall apply:

• (i) the Contribution Agreement (as between the Bank and the relevant Contributor);

• (ii) the Fund Description; and

• (iii) the Platform Rules.

In the event that there is more than one Contribution Agreement between the Bank and a Contributor in relation to the same Fund, then in the event of any inconsistency or conflict between the two, the later shall prevail as between the Bank and that Contributor.

ARTICLE 14

SEVERABILITY

If, at any time, any of the provisions under these Platform Rules is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of these Platform Rules nor of such provisions under the law of any other jurisdiction shall in any way be affected or impaired thereby.

ARTICLE 15

DISPUTE RESOLUTION AND GOVERNING LAW

15.1 Amicable resolution of disputes

The parties having agreed to these Platform Rules shall endeavour to settle amicably any dispute or complaint relating to the interpretation, application or fulfilment of these Platform Rules.

15.2 Jurisdiction

For the purposes of any dispute arising in relation to these Platform Rules, the parties hereby submit to the jurisdiction of the Court of Justice of the European Union.

15.3 Governing law

These Platform Rules are governed by, and shall be construed in accordance with, the laws of the Grand-Duchy of Luxembourg.

ANNEX I

RECEIPT OF THIRD PARTY FINANCING

With a view to reinforcing complementarities and coordination with other parties’ activities that are in line with the objectives and guiding principles of the Platform, (other countries, International Financial Institutions, funds, foundations, private and banking entities etc.) the Contributors’ Committee of a Fund may authorize Third Party Financing in relation to that Fund.

Capitalised terms used in this Annex and not otherwise defined herein shall have the meaning given to such terms in the Platform Rules to which this Annex is attached.

Article 1

Third Party Financing

Third Parties may contribute funds to a Fund under the Platform subject to the approval by the Bank and to the unanimous approval by the Contributors’ Committee of the relevant Fund. Once approved as eligible resources for the relevant Fund, Third Party Financing is subject to the special terms and conditions set forth in this Annex.

The approval of Third Party Financing does not result in the Third Party acquiring the status of Contributor and does not give the right to the Third Party concerned to be represented in the Contributors’ Committee of the relevant Fund and to participate in its meetings, written procedures or in any governance structure of the relevant Fund.

The Bank shall act as an intermediary with respect to Third Party Financing. In this respect, Third Party Financing shall not be recognized as Contributions in the Fund’s financial statements.

Article 2

Third Party Agreement

Subject to the approval of the Bank’s Governing Bodies and the Contributors’ Committee of the relevant Fund, the Bank may sign, in its role of Administrator, an agreement with the relevant Third Party (the “Third Party Agreement”) specifying the name of the Third Party (including name of the contact person), nature of the Third Party Financing, applicable rules and its use. The use of the Third Party Financing shall be in line with the general purposes of the Platform and the related Fund, and for the operations approved as indicated in the Third Party Agreement.

Article 3

Amount and Payment Modalities of Third Party Financing

The Third Party Agreement shall in principle include the total amount and payment modalities of the Third Party Financing. When such elements are not included in the Third Party Agreement at the time of the signature, the Contributors’ Committee of the relevant Fund shall be separately informed about the precise amount and payment modalities of the Third Party Financing under the Third Party Agreement, as soon as practically possible. Funds shall be committed exclusively in euros.

Article 4

Rules Applicable to Third Party Financing

Proposals for potential operations funded from the Third Party Financing shall be submitted for approval to the Bank’s Governing Bodies and the Contributors’ Committee of the relevant Fund shall be informed about the approved operations.

The Third Party Financing shall be governed by the terms and conditions specified in the Third Party Agreement, including the use of such funds, reporting obligations, payment modalities, visibility, dispute settlement.

Article 12 of the Platform Rules shall apply with respect to Third Party Financing.

Article 5

Bank Account for Third Party Financing

The Bank shall open a separate account in its accounting books for each Fund under which Third Party Financing has been approved. This account shall be called “Fund [⬤] - Financing from Third Party” for the receipt of the Third Party Financing, the disbursement of the monies and the Bank’s fees, and any potential remuneration as indicated in the Third Party Agreement.

Article 7 of the Platform Rules shall apply with respect to Third Party Financing.

Article 6

Financial Reporting

The Bank shall provide financial reporting to substantiate the use of the Third Party Financing in accordance with the Article 9 of the Platform Rules.

Article 7

Audit

Movements from the separate account opened for Third Party Financing may be subject to a separate external audit in accordance with the provisions of the Article 10 of the Platform Rules.

Article 7

General Reporting Obligations

The Bank shall ensure that the Contributors’ Committee of the relevant Fund is comprehensively informed on an annual basis with respect to all operations and activities financed from Third Party Financing.

ANNEX II

ASSET MANAGEMENT GUIDELINES

Preamble

The assets constituting the Platform Outstanding Balance from time to time which are under treasury management by the EIB (the “Platform’s Assets”) shall be managed in accordance with the principles of sound financial management and following appropriate prudential rules in accordance with the principles laid down in Section I below. These assets shall be invested at the risk of the Contributors according to the guidelines as set out in Section II below. In this document, “Unitary Fund” means the pooled investment portfolio established by the EIB by the Deed Poll of 1 July 2009 as supplemented and amended from time to time and as defined in the corresponding Information Memorandum.

Section I - Principles Relating to the Platform Outstanding Balance

1. The EIB shall manage Platform’s Assets in accordance with the following principles:

• (i) The risk exposure taken on the Platform’s Assets shall be limited to the capital invested and returns earned thereon.

• (ii) While executing transactions on behalf of the Platform, the EIB shall apply the same standards of due diligence and care it normally applies when managing its own treasury portfolios or its other mandates. While purchasing securities at any time, either on the primary market or the secondary market, the EIB shall guarantee equal treatment among the different portfolios under management. In this context, it shall not purchase securities of the same issue at the same time on more advantageous conditions for its own account or for the account of any other portfolio under management.

• (iii) Management of the assets shall be based on the best practice of the asset management industry and on the traditional prudential rules applied in financial activities. Management shall comply with the risk limitations set out under these Asset Management Guidelines. Particular care shall need to be taken to ensure that the managed assets provide sufficient liquidity in relation to the commitments to which the assets must respond, while still optimizing the return that is compatible with maintaining a high-degree of security and stability over long-term.

• (iv) The EIB shall not be authorized to enter into speculative transactions or to borrow from the market to cover any liquidity gap. Unforeseen cash payments that are not sufficiently covered by cash holdings shall be covered adequately by the sale of assets. Reverse repo and collateralised securities lending transactions are authorised at the discretion of the EIB subject to the limitations set out in these Asset Management Guidelines.

• (v) A performance index, taken as a benchmark shall be defined by the EIB and shall be in line with the existing benchmark used for other third-party portfolios.

• (vi) All investments need to respect the limits set out hereto.

• (vii) In accordance with the operational cash flow forecast, the EIB shall take the necessary measures to manage the placement of the Platform’s Assets in order to execute all payments in a timely manner.

• (viii) Securities transactions shall be based on the principle of “delivery versus payment”; delivery and payment to clearing systems are authorized.

• (ix) The sale of assets is authorized, among others, if the securities no longer correspond to the criteria set out hereto or with a view to balancing the maturity profile or enhancing overall portfolio performance.

• (x) The EIB shall regularly supervise the continuous respect of the limits set out hereto.

2. Funds’ Assets may be invested in EUR. Hedging instruments may be considered if relevant and cost-efficient.

Section II: Guidelines

The EIB shall manage the Funds’ Assets in accordance with the principles set out in Section I above.

The portfolio maturity structure shall reflect the projected cash flows from the Platform / Funds. Sufficient assets shall be placed in monetary assets to cover the short term (less than one year) outflows, at a proportion to be fixed in the annual investment strategy.

1.1. The remaining assets may be allocated to medium and long term instruments, with a maximum remaining maturity of 10 years and six months from the payment date (medium and long-term portfolio).

1.2. Should the requirements of efficient portfolio management or some other grounded reasons require so and/or if the portfolio of asset management is smaller than EUR 100 million the EIB may allocate more or all of the assets in the units of the Unitary Fund. The EIB may in any case temporarily allocate more or all of the assets in the units of the Unitary Fund pending investment of the relevant part of the assets to the medium and long term instruments.

The monetary assets may comprise units in the Unitary Fund, and other short term instruments with maturities up to 397 days at value date including fixed rate bonds (with such remaining maturity) and floating rate notes of up to 2 years of remaining maturity. It is understood that the Unitary Fund shall constitute the preferred investment option for the monetary assets in EUR. In case of unsecured bank deposits, the time to maturity should not exceed 95 days at value date. Considering the portion of the monetary assets invested in unsecured bank deposits, due consideration should be given to prevailing market conditions and risks. The remaining assets may include fixed rate bonds with remaining maturity longer than 397 days and floating rate bonds with more than 2 years of remaining maturity.

Qualifying ratings shall be the ratings issued by Fitch, Moody's or Standard & Poor's.

The rating criteria refer to Moody's "or equivalent". In case of split ratings, the second best rating is considered for assessing whether the rating criteria are met.

In case where only one rating is available, it shall be applied.

In case where there are 2 or more equivalent ratings, they shall be considered as ranked in a strict total order²¹.

The equivalents of Moody's ratings are the following:

	Moody's	Standard & Poor's	Fitch
Long term
	Aaa	AAA	AAA
	Aal	AA+	AA+
	Aa2	AA	AA
	Aa3	AA-	AA-
	Al	A+	A+
	A2	A	A
	A3	A-	A-
	Baal	BBB+	BBB+
	Baa2	BBB	BBB
	Baa3	BBB-	BBB-
Short term
	P-1	A-1	Fl
	(P-1)	A-1+	Fl+
	P-2	A-2	F-2

3.1 Criteria for the Bank's Unitary Fund, short-term money market funds, deposits, including collateralised deposits, reverse repos:

3.1.1 The EIB Unitary Fund operating and managed in accordance with the Deed Poll and its information memorandum, shall be eligible. Up to 100% of the assets allocated to the monetary assets held in EUR may be invested in the EIB Unitary Fund. The concentration limits do not apply to the Unitary Fund.

3.1.2 The banks authorised to receive term deposits shall be rated at least P-1 short-term Moody's or equivalent. In case of reverse repos or collateralised deposits, the required rating shall be at least P-2 short-term Moody's or equivalent. In case of term deposits with non-rated central banks and national debt management agencies, the rating of the respective sovereign shall apply. Deposits with Bank for International Settlements shall be authorised.

3.1.3 The ceiling of authorised investments with banks referred to in 3. 1.2 is fixed at 5% of the banks' own funds²², capped at EUR 50 million per counterparty provided that the counterparty is rated at least Aa2 long-term Moody's or equivalent and EUR 25 million for counterparties rated below Aa2 long-term Moody's or equivalent. Should the nominal size of the total portfolio exceed EUR 1 billion, increased caps of respectively EUR 100 million and EUR 50 million shall apply. Should the nominal size of the total portfolio exceed EUR 2 billion, increased caps of respectively EUR 150 million and EUR 75 million shall apply. In case of collateralised deposits the limit utilisation rate of the investment may be reduced to 20% and the required rating to P-2, provided that collateral haircuts are applied in accordance with the EIB's practices applying to its own treasury assets.

3.2 Criteria for securities investments:

3.2.1 Short-term securities (remaining term to maturity from acquisition settlement date: less than 397 days)

3.2.1.1 Purchases of long-term and medium-term bonds with less than 397 days to run must comply with the conditions applicable to medium-term and long-term bonds described in 3. 2.2 and respect the limits set out therein.

3.2.1.2 For short-term securities, purchases are not authorised unless one of the following conditions is satisfied:

• • instruments (certificates, T-bills etc.) are issued by states or institutions satisfying the definition set out in 3. 2.2;

• • instruments are issued by authorised banks referred to in 3. 1.3 and within the limits set out in 3. 1.3;

• • instruments are issued by non-credit institutions when the issuer or issuance program complies with the criteria set out in 3. 1.3 and the eligibility criteria set out in 3. 1.3 mutatis mutandis.

3.2.2 Long- and medium-term securities (remaining term to maturity from acquisition settlement date: 397 days or more)

3.2.2.1 In all cases, the EIB shall invest in bonds which are expected to provide a sufficient degree of liquidity.

3.2.2.2 The long and medium term investments must consist of:

• • bonds issued or guaranteed by European Union or Euratom with long term rating according to the table below;

• • bonds issued or guaranteed by a Member State of the EU with a long term rating according to the table below:

Applicable rating (Moody’s or equivalent)	Maximum amount per issuer or guarantor in EUR millions	Maximum amount per issuer or guarantor in EUR millions	Maximum amount per issuer or guarantor in EUR millions
	Nominal Portfolio Size <= EUR 1bn	Nominal Portfolio Size <= EUR 2bn	Nominal Portfolio Size > EUR 2bn
Aaa-Aa2	100	250	400
Aa3-A3	50	125	200
Baa1	25	50	80
Baa2-Baa3	10	25	40

• • bonds issued or guaranteed by other supranational institutions in which Member States of the EU have a participation or by sovereigns that are not Member States of the EU, provided that such institutions or countries have a minimum long term rating of Aa2 Moody's or equivalent, for a maximum amount of EUR 80 million per issuer or guarantor of the obligations. This amount shall be increased to EUR 200 million, should the nominal size of the total portfolio exceed EUR 1 billion, and to EUR 300 million, should the nominal size of the total portfolio exceed EUR 2 billion;

• • bonds issued by other legal entities with a long-term rating from Aaa to Aa3 Moody's or equivalent, for a maximum amount of EUR 35 million per issuer, and in case of a long-term rating from Al to A3 Moody's or equivalent, for a maximum amount of EUR 20 million per issuer. Should the nominal size of the total portfolio exceed EUR 1 billion, increased maximum amounts of respectively EUR 75 million and EUR 35 million shall apply. Should the nominal size of the total portfolio exceed EUR 2 billion, increased maximum amounts of respectively EUR 125 million and EUR 60 million shall apply;

• • the EIB and the Contributors may agree on further rating/maturity limits.

3.3 Applicable Rating

Securities should be rated at least by one of the rating agencies Standard and Poor's, Fitch or Moody's. In the absence of all bond/issue ratings, the respective issuer ratings (in case of guaranteed positions the guarantor ratings) shall be considered.

Loss of required rating

In case of a loss of required rating, the EIB shall endeavor to replace the relevant assets in the portfolio by other assets of adequate quality respecting the relevant limits. Alternatively, the EIB may analyze, among other factors, the remaining maturity of the asset and the probability of repayment at scheduled maturity, and as a result of this analysis decide to keep such assets.

Member State securities (including securities guaranteed by Member States) may be kept in an event of loss of required rating(s).

3.4 Concentration limits

3.4.1 The total exposure to the same issuer or counterparty (consolidated at the TOP parent level) shall not exceed 10% (in the case of Member States, 20%) of the total amount of that portfolio.

3.4.2 Should the total amount of assets in the portfolio be lower than EUR 100 million, the limit in 3.4.1. shall not apply. In this case however, a maximum exposure to any single issuer or counterparty should not exceed EUR 20 million.

3.4.3 The total investment in an issue must not exceed 10% of the total nominal outstanding amount of the issue.

The EIB is authorised, but is not under any obligation, to enter into reverse repo or collateralised securities lending operations with leading financial institutions complying with the criteria laid down for short-term investments under 3. 1.2 and 3. 1.3 above and with securities clearing companies.

Annex 2

Terms and Conditions of the Liquidity Facility

These Terms and Conditions shall form an integral part of the Contribution Agreement between each contributor (in these Terms and Conditions the “Borrower”) and the European Investment Bank (in these Terms and Conditions the “Lender”).

IT IS AGREED as follows:

I. The Facility

The Borrower has requested the Lender to make available an uncollateralised credit facility (the “Facility”), the proceeds of which shall be used for the purposes of payments under the first demand guarantee (the “First Demand Guarantee”) entered into by the Borrower together with other guarantors in the context of the EU COVID-19 Guarantee Fund (the “Fund”).

The Borrower has entered into a contribution agreement (the “Contribution Agreement”) to make contributions (“Contributions”) to the Fund. The Facility shall be used to make Advances to the Borrower in the event that a Demand under its First Demand Guarantee will not be funded by Upfront Payments or cash contributions to the Fund.

Capitalised terms which are defined in the First Demand Guarantee and the Contribution Agreement shall unless otherwise defined bear the same meaning in these Terms and Conditions.

II. Total amount of the Facility - Use of the proceeds

A. The total principal amount of the Facility for each Contributor shall be its Adjusted Key Percentage of EUR7,500,000,000 (seven billion and five hundred million euro) (the resulting amount being the Contributor’s “Facility Amount”). The aggregate total principal amount of all Facilities shall be equal to the aggregate of the Facility Amounts for all Contributors (the “Aggregate Facilities Amount”).

B. The Borrower agrees to use the proceeds of the Facility solely for the purposes of financing payments under the First Demand Guarantee.

III. Availability

A. The Facility will be available in one or more advances (each an “Advance” and together the “Advances”) until the earlier of (i) the date on which the Fund is terminated in accordance with Article 11 of the Platform Rules and (ii) 30 April 2038 (the “Availability Period”).

B. At any time prior to the expiry of the Availability Period if the credit balance on the Dedicated Register of the Borrower on any Business Day is insufficient to discharge in full the portion of a Demand to be paid by the Borrower then the Lender shall finance the Borrower's obligations in relation to such Demand or such amounts by making an Advance to the Borrower for the Advance Period.

“Advance Period” means, in relation to an Advance, the period commencing on its utilisation date (its “Advance Date”) and ending on the Advance Repayment Date.

“Advance Repayment Date” means a Payment Date under the Contribution Agreement after the Advance Date of the relevant Advance and means:

• (a) for an Advance in relation to which the Advance Date falls between 31 December in year n-1 (inclusive) and 30 March in year n (inclusive), 15 June in year n;

• (b) for an Advance in relation to which the Advance Date falls between 31 March in year n (inclusive) and 29 June in year n (inclusive), 15 September in year n;

• (c) for an Advance in relation to which the Advance Date falls between 30 June in year n (inclusive) and 29 September in year n (inclusive), 15 December in year n; and

• (d) for an Advance in relation to which the Advance Date falls between 30 September in year n (inclusive) and 30 December in year n (inclusive), 15 March in year n+1.

If an Advance Repayment Date would be a day that is not a TARGET2 Business Day, the Advance Repayment Date shall instead be the following day that is a TARGET2 Business Day.

Borrower shall not repay an Advance prior to the applicable Advance Repayment Date except with the prior agreement of the Lender

C. All amounts due hereunder must, if not repaid earlier pursuant to another provision of these Terms and Conditions, be repaid by 15 September 2038.

IV. Interest Rate

A. Interest on each Advance shall be payable on the Advance Repayment Date of such Advance at the rate of the EURIBOR for the Advance Period plus the aggregate of: (i) a spread (which may be positive or negative) calculated following the Lender's standard pricing methodology for recovering its cost of funding on the capital markets; and (ii) a mark-up in respect of its administrative costs of five basis points (0. 05%) per annum (the “Applicable Rate”). If the Applicable Rate is a negative number, it shall be deemed to be zero.

B. “EURIBOR” means:

• (i) in respect of a relevant period of less than one month, the Screen Rate (as defined below) for a term of one month;

• (ii) in respect of a relevant period of one or more months for which a Screen Rate is available, the applicable Screen Rate for a term for the corresponding number of months; and

• (iii) in respect of a relevant period of more than one month for which a Screen Rate is not available, the rate resulting from a linear interpolation by reference to two Screen Rates, one of which is applicable for a period next shorter and the other for a period next longer than the length of the relevant period,

(the period for which the rate is taken or from which the rates are interpolated being the “Representative Period”).

For the purposes of paragraphs (b) and (c) above:

• (i) “available” means the rates, for given maturities, that are calculated and published by Global Rate Set Systems Ltd (GRSS), or such other service provider selected by the European Money Markets Institute (EMMI), or any successor to that function of EMMI, as determined by the Bank; and

• (ii) “Screen Rate” means the rate of interest for deposits in EUR for the relevant period as published at 11h00, Brussels time, or at a later time acceptable to the Bank on the day (the “Reset Date”) which falls 2 (two) relevant Business Days prior to the first day of the relevant period, on Reuters page EURIBOR 01 or its successor page or, failing which, by any other means of publication chosen for this purpose by the Bank.

All percentages resulting from any calculations referred to in this Clause will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with halves being rounded up.

If EURIBOR is not published in respect of a day for which it is required, then the Bank shall replace it with another benchmark rate and make any appropriate adjustment to the spread, day-count fraction, quotation date(s) and/or calculation period which it will determine in good faith and in a commercially reasonable manner.

If any of the provisions of this Clause become inconsistent with provisions adopted under the aegis of EMMI and EURIBOR ACI (or any successor to that function of EMMI and EURIBOR ACI as determined by the Lender) in respect of EURIBOR the Lender may by notice to the Borrower amend the provision to bring it into line with such other provisions.

If the Screen rate becomes permanently unavailable, the Euribor replacement rate will be the rate (inclusive of any spreads or adjustments) formally recommended by (i) the working group on euro risk-free rates established by the European Central Bank (ECB), the Financial Services and Markets Authority (FSMA), the European Securities and Markets Authority (ESMA) and the European Commission, or (ii) the European Money Market Institute, as the administrator of EURIBOR, or (iii) the competent authority responsible under Regulation (EU) 2016/1011 for supervising the European Money Market Institute, as the administrator of the EURIBOR, or (iv) the national competent authorities designated under Regulation (EU) 2016/1011, or (iv) the European Central Bank.

If no Screen Rate and/or the Euribor replacement rate is available as provided above, EURIBOR shall be the rate (expressed as a percentage rate per annum) which is determined by the Bank to be the all-inclusive cost to the Bank for the funding of the relevant Advance or amount based upon the then applicable internally generated Bank reference rate or an alternative rate determination method reasonably determined by the Bank.

C. All interest shall be calculated on the basis of a 360 day year and actual days elapsed.

D. If any amount under this Agreement is not paid on the date it is due then such unpaid amount shall bear interest at the daily rate of €STR plus a spread of two per cent (2%) per annum floored at zero calculated on a daily basis which interest shall accrue from the date when payment was due until the date of actual payment of such unpaid amount. For this purpose €STR means the euro short-term rate administered by the European Central Bank (or any other person which takes over the administration of that rate) displayed (before any correction, recalculation or republication by the administrator) on page EUROSTR of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate).

E. For the avoidance of doubt, interest on each Advance shall be payable on the Advance Repayment Date. Interest accrued on each Advance shall not be debited from the Dedicated Register or financed through a new Advance but shall be paid in cleared cash on each Payment Date, except to the extent that it has been paid in accordance with the allocation rules and orders of priority of the Fund.

V. Illegality

The Lender may notify the Borrower if it believes it is or will be acting illegally in relation to these Terms and Conditions. The illegality may relate to the performance of the Lender’s obligations or the maintenance of these Terms and Conditions, the Facility and, or any or all of the Advances.

If the Lender delivers such notice of illegality, the Facility will be cancelled three (3) Business Days following the date of delivery of the notice to the Borrower. If the Lender certifies that, because of a legal requirement, a change of the applicable laws or regulations, or the interpretation of these rules or because of a new decision made by any relevant authority, applicable to the Lender, any Advance must be repaid before the relevant Advance Repayment Date, the Borrower agrees to repay it on the date specified by the Lender, which shall not be earlier than fifteen (15) Business Days from the date of such notice, together with the accrued interest and fees due hereunder until the actual repayment date.

VI.Reporting

The Lender shall provide quarterly statements of the outstanding balance and accrued interest under the Facility and the final maturity dates, within fifteen (15) Business Days after the end of each quarter.

SCHEDULE 3 Terms of Fund Guarantee

Section 7

Pan-European Guarantee Fund in response to COVID-19

First Demand Guarantee Agreement

between

The Original Guarantors

and

the Acceding Guarantors acceding from time to time

and

The European Investment Bank

THIS CONTRACT IS MADE BETWEEN:

The Original Guarantors and the Acceding Guarantors acceding from time to time	hereinafter collectively referred to as the “Guarantors” and each a “Guarantor”
of the first part, and
the European Investment Bank with its seat at 98-100, boulevard Konrad Adenauer, L-2950 Luxembourg-Kirchberg, Grand Duchy of Luxembourg,	hereinafter referred to as the “Beneficiary”
acting for the account of the Fund
of the second part.
---	---
Table of Contents
WHEREAS:	4
ARTICLE 1	6
1.1 FIRST DEMAND GUARANTEE	6
1.2 DEMANDS AND PAYMENTS	7
1.3 INDEPENDENT PAYMENT OBLIGATION	7
ARTICLE 2	7
2.1 AUTONOMY OF THE FIRST DEMAND GUARANTEE	7
2.2 NO DEFENCE	7
2.3 OTHER RIGHTS	7
ARTICLE 3	9
3.1 EFFECTIVENESS PERIOD	9
3.2 REINSTATEMENT	9
ARTICLE 4	9
4.1 DEFAULT INTEREST	9
ARTICLE 5	9
ARTICLE 6	10
ARTICLE 7	10
7.1 TRANSFER	10
ARTICLE 8	10
8.1 ACCESSION PROCESS	10
8.2 ACCESSION	11
ARTICLE 9	11
ARTICLE 10	11
ARTICLE 11	11
ARTICLE 12	11
ARTICLE 13	12
ARTICLE 14	12
14.1 GOVERNING LAW	12
14.2 PLACE OF PERFORMANCE	12
14.3 JURISDICTION	12
ARTICLE 15	12
15.1 RECITALS, SCHEDULES AND ANNEX	12
SCHEDULE A	S-1
FORM OF DEMAND NOTICE	S-1
SCHEDULE B	S-2
FORM OF ACCESSION NOTICE	S-2
SCHEDULE C	S-5
NOTIFICATION DETAILS	S-5
SCHEDULE D	S-6
MAXIMUM INITIAL INDIVIDUAL AMOUNTS	S-6

WHEREAS:

• (a) This first demand guarantee agreement is entered into in the context of the contribution agreements entered into or to be entered into between Member States of the European Union and the European Investment Bank for the purpose of establishing the Pan-European Guarantee Fund in response to COVID-19 (the “Fund”). European Union institutions, or institutions created by Member States of the European Union, may also contribute to the Fund.

• (b) Pursuant to transactions carried out for the account of the Fund by the Beneficiary for the purpose of implementing the Fund's objectives with one or more counterparties (each a “Counterparty”), the Beneficiary will enter into guarantees, financing arrangements in the form of loans, facilities or other finance agreements, equity investments or other transactions (including the EIB/EIF Arrangement), such transactions being entered into in accordance with the terms and conditions (and in particular the governance and decision process) of the Fund (the “Transactions”).

• (c) As part of the Transactions, the Beneficiary has entered or will enter into a back-to-back arrangement with the European Investment Fund (“EIF”) for the account of the Fund pursuant to which coverage will be provided to the EIF in relation to its role under the program for transactions relating to the Fund in accordance with the Fund Description and for the purpose of implementing the Fund's objectives (the “EIB/EIF Arrangement”).

• (d) The Guarantors hereby grant an autonomous first demand guarantee (garantie autonome à première demande) in favour of the Beneficiary (the “First Demand Guarantee”) pursuant to this guarantee agreement (the “Guarantee Agreement”).

• (e) An initial group of EU Member States has each entered into a contribution agreement and such Member States will grant this Guarantee as Original Guarantors. Over time, other Member States intend to enter into a contribution agreement with the European Investment Bank in the context of the Fund and will accede to this Guarantee as Acceding Guarantors. European Union institutions or institutions created by Member States of the European Union will accede to this Guarantee if they contribute to the Fund.

• (f) At any point in time, this Guarantee Agreement shall apply as an autonomous first demand guarantee obligation between the Guarantors then party to this Guarantee Agreement and the Beneficiary, in accordance with the terms hereof.

• (g) The parties to this Guarantee Agreement expressly agree that any reference in this Guarantee Agreement to the Transactions, the Transaction Terms or any exposure thereunder shall under no circumstances be construed as affecting the independent, autonomous, unconditional and irrevocable nature of the First Demand Guarantee granted pursuant to this Guarantee Agreement.

NOW THEREFORE it is hereby agreed as follows:

DEFINITIONS AND INTERPRETATION

Interpretation

In this Guarantee Agreement, unless a contrary indication appears:

• (a) any reference to:

• (i) the “Guarantors”, the “Beneficiary” and the “Counterparty” shall be construed to include its and any subsequent successors in title, permitted assigns and permitted transferees;

• (ii) this “First Demand Guarantee”, this “Guarantee Agreement” or any other agreement or instrument is a reference to such agreement or instrument as amended, novated, supplemented, extended or restated from time to time;

• (iii) a “person” includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether having separate legal personality or not);

• (iv) a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

• (v) a reference to a legal provision is a reference to that provision as amended or re-enacted; and

• (vi) save as otherwise provided, a time of day is a reference to Luxembourg time;

• (b) references to Articles, Recitals and Schedules are, save if explicitly stipulated otherwise, references respectively to articles of, recitals and schedules to this Guarantee Agreement;

• (c) Articles and Schedules headings are for ease of reference only and shall not impact the interpretation of this Guarantee Agreement;

• (d) words importing the singular shall include the plural form and vice versa; and

• (e) a term used in any notice given under or in connection with this First Demand Guarantee or this Guarantee Agreement has the same meaning as ascribed to it in this Guarantee Agreement.

Definitions

In this Guarantee Agreement:

“Accession Date” has the meaning ascribed to such term in Article 8.1(c).

“Accession Notice” has the meaning ascribed to such term in Article 8.1(b).

“Acceding Guarantor” has the meaning ascribed to such term in Article 8.1(a).

“Business Day” means any day other than a Saturday or a Sunday (a) where the Beneficiary is open for business in Luxembourg, and (b) where referring to a payment in EUR, a TARGET Settlement Day.

“Counterparty” has the meaning ascribed to such term in Recital (b) and shall include EIF in its capacity as counterparty of the Beneficiary under the EIB/EIF Arrangement.

“Demand” has the meaning ascribed to such term in Article 1.2.

“Demand Notice” has the meaning ascribed to such term in Article 1.2.

“Effectiveness Period” has the meaning ascribed to such term in Article 3.1.

“EIB/EIF Arrangement” has the meaning ascribed to such term in Recital (c).

“EIF” means the European Investment Fund.

“EUR” or “euro” means the lawful currency of the Member States of the European Union which adopt or have adopted it as their currency in accordance with the relevant provisions of the Treaty on European Union and the Treaty on the Functioning of the European Union or their succeeding treaties.

“Fund” has the meaning ascribed to such term in Recital (a).

“Guarantor” has the meaning ascribed to such term in the description of the parties in the preamble, and shall include, as of each Accession Date, each Acceding Guarantor who has adhered to this Guarantee Agreement with effect on such Accession Date.

“Maximum Guarantee Amount” has the meaning ascribed to such term in Article 1.1.

“Maximum Initial Individual Amount” means the maximum amount for which each Guarantor may be liable under this Guarantee and which is set out for each Guarantor in Schedule D, as such Schedule will be updated with the accession of Acceding Guarantors by notification to all Guarantors by the Beneficiary.

“Maximum Individual Amount” means for each Guarantor, (i) initially, at the time of signing this Agreement as Original Guarantor or acceding thereto as Acceding Guarantor, the amount of the Maximum Initial Individual Amount and then (ii) from time to time, the amount under (i) as reduced (or increased, but never to an amount higher than the Maximum Initial Individual Amount) in accordance with the terms of this Guarantee Agreement.

“Original Guarantor” means a Guarantor that has entered into this Agreement on the date of this Agreement.

“Payment Period” has the meaning ascribed to such term in Article 1.2.

“TARGET Settlement Day” means any day on which TARGET2 (the Trans-European Automated Real-time Gross Settlement Express Transfer system) is open for the settlement of payments in euro.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Termination Date” has the meaning ascribed to such term in Article 3.1.

“Transaction” and “Transactions” has the meaning ascribed to such terms in Recital (b) and includes the EIB/EIF Arrangement.

“Transaction Terms” means the terms and conditions of the Transaction as approved in accordance with the terms of the Fund for inclusion of the Transaction into the Fund.

Article 1

First Demand Guarantee

1.1 First Demand Guarantee

• (a) The Guarantors hereby irrevocably and unconditionally undertake to pay to the Beneficiary, on the Beneficiary's first written demand, and in accordance with the conditions set out here below, all sums which the Beneficiary may claim hereunder up to a maximum amount constituted for each of them by its Maximum Individual Amount and collectively by the sum total of all Maximum Individual Amounts (together the “Maximum Guarantee Amount”).

• (b) Subject to Article 3.2 and without prejudice to Article 8.2 hereunder, the Maximum Individual Amount for each Guarantor shall be reduced by the sums paid by it pursuant to and in accordance with this Article 1.

1.2 Demands and payments

• (a) Subject to Article 3, any demand made by the Beneficiary to the Guarantors under this Guarantee Agreement (each, a “Demand”) shall be made by way of a written notification addressed by the Beneficiary to the Guarantors and their agent in the form set out in Schedule A (each a “Demand Notice”), sent in accordance with the provisions set forth in Article 6 below, it being understood that:

• (1) the Beneficiary shall indicate in the Demand Notice (i) the Transaction with reference to which the Demand is made or (ii) that it relates to the EIB/EIF Arrangement, but shall otherwise be under no obligation to provide the Guarantors with any additional document nor to support its claim with any other justification or evidence;

• (2) the payment obligation of the Guarantors under this Guarantee Agreement is not subject to the accuracy or the merit of any statement, declaration or information contained in any Demand Notice.

• (b) The Beneficiary shall make a Demand under this Guarantee on all Guarantors for the total amount of such Demand, indicating the pro rata allocation of the amount between the Guarantors on the basis of their portion in the Maximum Guarantee Amount.

• (c) The Guarantors shall make the payment requested in the Demand Notice within 5 (five) Business Days as from the date of dispatch (included) as set out in the Demand Notice (the “Payment Period”) and in the currency as requested within the Demand Notice.

• (d) The Beneficiary is entitled to request the payment of any amount in one or several instalments.

• (e) There shall be no limit on the number of Demands under this Guarantee.

1.3 Independent payment obligation

Each Guarantor expressly acknowledges that each Demand made in accordance with this Agreement generates an independent payment obligation toward the Beneficiary up to its Maximum Individual Amount.

Article 2

Autonomy of the First Demand Guarantee

2.1 Autonomy of the First Demand Guarantee

The parties to this Guarantee Agreement expressly agree that this First Demand Guarantee is an independent, unconditional and irrevocable first demand guarantee (garantie autonome à première demande), autonomous from any contractual or non-contractual relation existing or which may exist between the Guarantors, the Beneficiary, the Counterparty and any other person, which cannot be construed in any circumstances and for whatever reason as a surety (cautionnement) within the meaning of article 2011 of the Luxembourg Civil Code or as any other accessory obligation or contract (obligation ou contrat accessoire).

2.2 No defence

• (a) Each Guarantor hereby expressly waives any right it has, or may have, which might reduce or extinguish its payment obligations under this Guarantee Agreement whether by way of set-off, lien, defence or otherwise.

• (b) Each Guarantor acknowledges that it cannot raise any objection, ground or plea of any kind, in particular based on a Transaction or the Transaction Terms, to refuse or delay the performance of its obligations under this Guarantee Agreement and/or any payment to be made by it under this Guarantee Agreement.

• (c) In particular, but without limitation, each Guarantor acknowledges that its obligations to make payments hereunder are independent from:

• (i) the validity, regularity and/or enforceability of a Transaction and the rights and obligations of the Counterparty thereunder;

• (ii) any absence of action by the Beneficiary against a Counterparty to enforce the Beneficiary’s rights under a Transaction;

• (iii) any waiver or consent given by the Beneficiary with respect to any provisions governing a Transaction;

• (iv) the occurrence of any event whatsoever which could prevent a Counterparty from performing any of its obligations, including its payment obligations, under a Transaction, including in relation to the opening of any voluntary or judicial insolvency proceedings in any jurisdiction or any payment moratorium or similar measure or measure of similar effect applicable to a Counterparty under any applicable law;

• (v) the existence or absence of payments under Demands made to or payments thereunder by other Guarantors under the present Guarantee Agreement;

• (vi) any other circumstances which might otherwise constitute a legal discharge of or a defence for the Guarantors.

• (d) Therefore, no Guarantor shall, in particular but without limitation, be entitled to challenge any demand of payment under this Guarantee Agreement nor raise any objection, defence, exception, deduction, withholding, lien, right of set-off or counterclaim resulting from or related to:

• (i) any provisions governing a Transaction;

• (ii) any relationship between the Beneficiary and a Counterparty, the Guarantor and a Counterparty, or the Guarantor and the Beneficiary;

• (iii) any change in the legal and/or financial situation of a Counterparty (including any merger, demerger or other form of legal or corporate reorganisation);

• (iv) any negligence or omission by the Beneficiary, except in case of wilful misconduct or gross negligence;

• (v) any payment moratorium or similar measure or measure of similar effect applicable to a Counterparty under any applicable law; or

• (vi) any arrangement or agreement between the Beneficiary and a Counterparty including any grant of time, indulgence, waiver or concession, cure period or delay or forbearance, or any termination, amendment, variation, novation, replacement or supplement (including any change in the purpose of, or any increase in, or extension of, Transaction Terms) which may be granted to a Counterparty under a Transaction.

2.3 Other rights

The First Demand Guarantee granted pursuant to this Guarantee Agreement is in addition to any other rights, remedies or security, which the Beneficiary has, or may have, against any other person, including against a Counterparty, whether provided for by law or otherwise.

Each Guarantor hereby expressly accepts and acknowledges that the Beneficiary will not be required to proceed against or enforce any other rights, security or claim payment from any other person before making a claim under this Guarantee Agreement.

Article 3

Term of the First Demand Guarantee

3.1 Effectiveness Period

This First Demand Guarantee shall take effect on the date of execution of this Guarantee Agreement and expire on the earlier of (the “Termination Date”):

• (a) the date on which the aggregate of all payments irrevocably made by the Guarantors under this Guarantee Agreement amounts to the Maximum Guarantee Amount; or

• (b) 31 December 2037 subject to any extension agreed in writing by the Beneficiary and the Guarantors.

Without prejudice to Article 3. 2 below, the Beneficiary may issue a Demand under this Guarantee Agreement at any time as from the date of execution of this Guarantee Agreement up to a date falling 3 (three) calendar months after the occurrence of the Termination Date (the “Effectiveness Period”).

3.2 Reinstatement

Notwithstanding anything to the contrary in this Guarantee Agreement, if any payment made by a Guarantor to the Beneficiary or any discharge given by the Beneficiary is avoided or reduced as a result of any insolvency or any similar event, the liability of the Guarantor shall continue or be reinstated (as the case may be) as if the payment, discharge, avoidance or reduction, had not occurred; and the Beneficiary shall be entitled to recover the value or amount of that security or payment from the Guarantor as if the payment, discharge, avoidance or reduction had not occurred.

Article 4

Default Interest

4.1 Default interest

If any amount under this Agreement is not paid on the date it is due then such unpaid amount shall bear interest at the rate of €STR plus a spread of two per cent (2%) floored at zero calculated on a daily basis which interest shall accrue from the date when payment was due until the date of actual payment of such unpaid amount. For this purpose €STR means the euro short-term rate administered by the European Central Bank (or any other person which takes over the administration of that rate) displayed (before any correction, recalculation or republication by the administrator) on page EUROSTR of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate).

Article 5

Currency

Any payment to be made by the Guarantors under this Guarantee Agreement shall be made in EUR.

Article 6

Notices

Any notice, request or other communication to be given or made under this Guarantee Agreement shall be in writing and delivered by mail, fax, e-mail or secure website to the respective party’s address specified below with a copy to its agent or at such other address as such party notifies in writing to the other party from time to time: