Irish Legislation

Number 4 of 2020

FINANCIAL PROVISIONS (COVID-19) ACT 2020

CONTENTS

1. Definitions

2. Application of section 8

3. SURE Guarantee may be entered into by State

4. Payments out of Central Fund related to SURE Guarantee

5. Payment into Exchequer related to SURE Guarantee

6. Reporting in relation to demands under SURE Guarantee

7. Contribution Agreement and Fund Guarantee may be entered into by State

8. Payments out of Central Fund related to Contribution Agreement and Fund Guarantee

9. Payment into Exchequer related to Contribution Agreement and Fund Guarantee

10. Amendment of section 5 of Strategic Banking Corporation of Ireland Act 2014

11. Provision with respect to Third Protocol to General Agreement on Privileges and Immunities of the Council of Europe

12. Short title and commencement

SCHEDULE 1

Terms of SURE Guarantee

SCHEDULE 2

Terms of Contribution Agreement

SCHEDULE 3

Terms of Fund Guarantee

Acts Referred to

Council of Europe Development Bank Act 2004 (No. 37)

European Communities Act 1972 (No. 27)

Insurance Acts 1909 to 2018

Strategic Banking Corporation of Ireland Act 2014 (No. 22)

Number 4 of 2020

FINANCIAL PROVISIONS (COVID-19) ACT 2020

An Act to enable the State to participate in the European instrument for temporary support to mitigate unemployment risks in an emergency (SURE) established by Article 1 of Council Regulation (EU) 2020/672 of 19 May 2020¹ and, for that purpose, to enable the State to enter into the guarantee provided for in Article 11(2) and (3) of that Council Regulation; as respects a certain Fund (the Pan-European Guarantee Fund), the subject of a resolution of the board of directors of the European Investment Bank of 26 May 2020, and which Fund will be established in the circumstances as provided for in that resolution, to enable the State to participate in that Fund and, for that purpose, to enable the State to enter into a certain guarantee agreement and a certain contribution agreement connected with the operation of that Fund; to amend section 5 of the Strategic Banking Corporation of Ireland Act 2014 in relation to the giving of guarantees by the Strategic Banking Corporation of Ireland; to make provision for the enforcement of arbitral awards to which the Third Protocol (done at Strasbourg on 6 March 1959) to the General Agreement on Privileges and Immunities of the Council of Europe (done at Paris on 2 September 1949) applies; and to provide for related matters.

[17th July , 2020]

Be it enacted by the Oireachtas as follows:

Definitions

1. In this Act—

“Contribution Agreement” means the Contribution Agreement, the terms of which are set out in Schedule 2 , to be entered into between the State and the EIB and providing for a contribution by the State to the Fund;

“EIB” means the European Investment Bank;

“Fund” means the Fund (the Pan-European Guarantee Fund), the subject of a resolution of the board of directors of the European Investment Bank of 26 May 2020, and which Fund will be established in the circumstances as provided for in that resolution;

“Fund Guarantee” means the guarantee agreement, the terms of which are set out in Schedule 3 , to be entered into between the State and the EIB so as to provide a guarantee, on the part of the State, in relation to transactions carried out under the Fund;

“Minister” means the Minister for Finance;

“SURE Guarantee” means the guarantee agreement—

(a) as provided for in paragraphs (2) and (3) of Article 11 of the SURE Regulation, and

(b) the terms of which agreement are set out in Schedule 1 ,

to be entered into between the State and the European Commission so as to provide the guarantee, on the part of the State, referred to in that Article 11;

“SURE Instrument” means the European instrument for temporary support to mitigate unemployment risks in an emergency (SURE) established in Article 1 of the SURE Regulation;

“SURE Regulation” means Council Regulation (EU) 2020/672 of 19 May 2020² on the establishment of a European instrument for temporary support to mitigate unemployment risks in an emergency (SURE) following the COVID-19 outbreak.

Application of section 8

2. (1) If, on the commencement of section 8, the Fund has not been established due to the relevant circumstances not being, at that time, met, then that section shall not apply unless and until the occasion occurs on which those circumstances come to be met.

(2) In subsection (1), “relevant circumstances” means the circumstances as provided for in the resolution of the board of directors of the European Investment Bank of 26 May 2020.

SURE Guarantee may be entered into by State

3. (1) The State may enter into the SURE Guarantee.

(2) For the forgoing purpose—

(a) the Minister may execute the SURE Guarantee and enter into the commitments provided under that guarantee, and

(b) the Minister shall have all such powers as may be required to do any thing necessary or expedient to be done for the purposes of the State’s performing its obligations under the SURE Guarantee.

Payments out of Central Fund related to SURE Guarantee

4. There may be paid out of the Central Fund, or the growing produce thereof, such sums, not exceeding, in the aggregate, the sum of €483,401,250, as may be required to enable the State to comply with its obligations under the SURE Guarantee.

Payment into Exchequer related to SURE Guarantee

5. All moneys received by or on behalf of the State by way of repayment of sums paid in accordance with the SURE Guarantee shall be placed to the credit of the account of the Exchequer and shall form part of the Central Fund and be available in any manner in which that Fund is available.

Reporting in relation to demands under SURE Guarantee

6. (1) This section applies in the event of a demand, under the SURE Guarantee, being made of the State to make a payment in accordance with the terms of that guarantee; a reference in any subsequent subsection of this section to a demand under the Guarantee being made is a reference to such a demand of the State being made.

(2) On the first occasion of a demand under the Guarantee being made (in this section referred to as the “first demand”), the Minister shall cause to be laid before Dáil Éireann—

(a) within one month from that occasion, a statement as provided under subsection (3)(a), and

(b) within one month from each anniversary of that occasion, a further statement as provided under subsection (3)(b).

(3) A statement under subsection (2) shall—

(a) in the case of the statement referred to in paragraph (a) of it, specify—

(i) the sum the subject of the first demand (and, if such has been paid by the State by the time of the statement’s preparation, the sum paid by the State on foot of that demand pursuant to the SURE Guarantee), and

(ii) any sums repaid to the State in accordance with the SURE Guarantee during the period preceding the statement’s preparation,

and

(b) in the case of a statement referred to in paragraph (b) of it, specify—

(i) any sum paid by the State on foot of the first demand pursuant to the SURE Guarantee, and

(ii) any sums repaid to the State in accordance with the SURE Guarantee,

during the period beginning on the preparation of the statement referred to in subsection (2)(a) and ending on the preparation of the statement referred to in subsection (2) (b) or, in the case of the second or any subsequent statement referred to in subsection (2)(b), during the period of 12 months preceding the preparation of the particular such statement.

(4) On the second or any subsequent occasion of a demand under the Guarantee being made, the Minister shall cause to be laid before Dáil Éireann, within one month from the occasion of that second or subsequent demand, a statement specifying the sum the subject of that second or subsequent demand; the laying of any such statement shall not relieve the obligation of the Minister to lay any statement required to be laid by subsection (2) (and any latter statement shall, in addition to the matters specified in subsection (3), specify the sum, if any, paid by the State, on foot of the second or subsequent demand, pursuant to the SURE Guarantee during the period to which that latter statement relates).

(5) This section shall cease to apply on the date the State is released from its obligations under the SURE Guarantee or when all sums paid by the State under the SURE Guarantee are repaid to the State in accordance with that guarantee’s terms.

Contribution Agreement and Fund Guarantee may be entered into by State

7. (1) The State may enter into—

(a) the Contribution Agreement, and

(b) the Fund Guarantee.

(2) The amount that may be contributed by the State to the Fund under the Contribution Agreement and the amount that may be paid by the State under the Fund Guarantee shall not, in aggregate, exceed €167,500,000.

(3) For the purpose of subsection (1)—

(a) the Minister may execute the Contribution Agreement and enter into the commitments provided by that agreement,

(b) the Minister may execute the Fund Guarantee and enter into the commitments provided by that guarantee, and

(c) the Minister shall have all such powers as may be required to do any thing necessary or expedient to be done for the purposes of the State’s performing its obligations under the Contribution Agreement and the Fund Guarantee.

(4) Subject to subsection (5), the State may agree to an amendment being made to—

(a) the Contribution Agreement, or

(b) the Fund Guarantee,

or both.

(5) If any amendment is proposed to be made to the Contribution Agreement or the Fund Guarantee, a draft of the proposed agreement providing for the amendment and containing the text of the amendment shall be laid by the Minister before Dáil Éireann and the amendment shall not be made unless and until a resolution approving the amendment has been passed by that House.

(6) Any amendment made to the Contribution Agreement or the Fund Guarantee in accordance with subsections (4) and (5) shall be published in Iris Oifigiúil by the Minister.

(7) A reference in this section or section 8 or 9 to the Contribution Agreement or the Fund Guarantee shall, where the context admits, include a reference to that agreement or guarantee as amended in accordance with subsections (4) and (5).

Payments out of Central Fund related to Contribution Agreement and Fund Guarantee

8. There may be paid out of the Central Fund, or the growing produce thereof, such sums, not exceeding, in aggregate, the sum of €167,500,000, as may be required to enable the State to comply with its obligations under the Contribution Agreement and the Fund Guarantee.

Payment into Exchequer related to Contribution Agreement and Fund Guarantee

9. All moneys received by or on behalf of the State by way of repayment of sums paid in accordance with the Contribution Agreement and the Fund Guarantee shall be placed to the credit of the account of the Exchequer and shall form part of the Central Fund and be available in any manner in which that Fund is available.

Amendment of section 5 of Strategic Banking Corporation of Ireland Act 2014

10. Section 5 of the Strategic Banking Corporation of Ireland Act 2014 is amended by the insertion of the following subsection after subsection (6):

“(7) The Insurance Acts 1909 to 2018, regulations made under those Acts and regulations relating to insurance made under the European Communities Act 1972 do not apply to the giving of guarantees by the SBCI for the purpose of performing any of its functions under this Act.”.

Provision with respect to Third Protocol to General Agreement on Privileges and Immunities of the Council of Europe

11. (1) In this section—

“Act of 2004” means the Council of Europe Development Bank Act 2004 ;

“arbitral tribunal” means an arbitral tribunal established in accordance with the Loan Regulations of the Council of Europe Development Bank;

“Third Protocol” means the Third Protocol (which is set out in Schedule 2 to the Act of 2004) to the General Agreement on Privileges and Immunities of the Council of Europe done at Paris on 2 September 1949.

(2) For the avoidance of doubt, an award of an arbitral tribunal shall be enforceable in a court of competent jurisdiction in the State in accordance with Article 3 of the Third Protocol and accordingly, no check shall be required for such enforcement, other than verification that—

(a) the award is authentic,

(b) the award conforms to the rules concerning competence and procedure set forth in the Loan Regulations, mentioned in that Article 3, of the Council of Europe Development Bank, and

(c) the award does not conflict with a final judgement passed in the country concerned.

Short title and commencement

12. (1) This Act may be cited as the Financial Provisions (Covid-19) Act 2020.

(2) This Act shall come into operation on such day or days as the Minister may appoint by order or orders either generally or with reference to any particular purpose or provision and different days may be so appointed for different purposes or different provisions.

SCHEDULE 1

Terms of SURE Guarantee

Section 3

THE EUROPEAN COMMISSION

and

IRELAND

Voluntary guarantee Agreement Pursuant to Article 11 of Council Regulation (EU) 2020/672

SURE - European instrument for temporary support to mitigate unemployment risks in an emergency following the COVID-19 outbreak

THIS GUARANTEE AGREEMENT is between

(1)[•], (“Guarantor”) one of the Member States of the European Union listed in Schedule 1; and

(2) The European Commission (“the Commission”)

Respectively a Party to this agreement.

WHEREAS

(A) Council Regulation (EU) 2020/672 on the establishment of a European instrument for temporary support to mitigate unemployment risks in an emergency (SURE) following the COVID-19 outbreak (“Council Regulation (EU) 2020/672”) permits the Union, under circumstances contained therein, to make available financial assistance up to a maximum amount of EUR 100 000 000 000 to Member States of the European Union in the form of a loan facility according to a loan agreement (“Loan Agreement”). According to Article 6(1) of Council Regulation (EU) 2020/672, such financial assistance is to be made available by means of a Council implementing decision.

(B) Council Regulation (EU) 2020/672 has empowered the Commission on behalf of the Union to borrow on the capital markets and with financial institutions in order to finance the loan facilities (“Borrowings”).

(C) In the event of a partial or total non-payment under a Loan Agreement, the Union may risk not to have available sufficient resources to fulfil the payment obligations arising from the Borrowings.

(D) Council Regulation (EU) 2020/672 provides that the Member States of the European Union listed in Schedule 1 (together called the “Guarantors”) may contribute to SURE by counter-guaranteeing the risk borne by the Union and that such contributions shall be provided in the form of irrevocable, unconditional and on-demand guarantees. Article 11(3) of Council Regulation (EU) 2020/672 provides that the Commission is to conclude an agreement with a contributing Member State on the irrevocable, unconditional and on-demand guarantee, and that such agreement is to set out the payment conditions (a “Guarantee Agreement”).

(E) Article 11(4) of Council Regulation (EU) 2020/672 provides that a Member State who has failed to honour a call shall remain liable to honour it.

(F) Article 12(1) of Council Regulation (EU) 2020/672 provides that financial assistance shall only become available after all Member States have contributed to SURE by means of a Guarantee Agreement.

(G) Each Member State of the European Union remains fully and individually liable for the commitments that it has made in a Loan Agreement or under a Guarantee Agreement.

1. Guarantee and Indemnity

1.1 Guarantee

The Guarantor hereby unconditionally and irrevocably guarantees to the Union the due and punctual payment on demand of up to 100 per cent of its contribution (the “Guaranteed Contribution”) and accordingly undertakes to pay to the Union, within ten (10) Business Days (or such shorter period as is specified in this Guarantee Agreement) of receiving a written demand from the Commission in accordance with this Guarantee Agreement (a “Demand”) up to 100 per cent of its Guaranteed Contribution.

1.2 This Guarantee Agreement is solely related to Borrowings and the associated Loan Agreements that are authorised by a decision adopted by the Council before 31 December 2022 taken under Council Regulation (EU) 2020/672 as originally adopted. Any other Union borrowings on capital markets and with financial institutions and loan agreements shall not give rise to any claim or liability under this Guarantee Agreement.

1.3 Subject to Clause 5. 1, the Guaranteed Contribution of the Guarantor is equal to the value set out next to the Guarantor's name in Schedule 1 to this Guarantee Agreement. The Guarantee Contribution Key Percentage of the Guarantor is equal to the percentage set out next to the Guarantor's name in Schedule 2 to this Guarantee Agreement.

1.4 The cumulative total value of any or all Demanded Amounts and Additional Demanded Amounts (as defined by Clauses 1.6 and 1.7 respectively) on the Guarantor may never exceed the Guaranteed Contribution of the Guarantor. The Guarantor shall not be liable to pay an amount in excess of its Guaranteed Contribution.

1.5 The obligations of the Guarantor under this Guarantee Agreement and of other Guarantors under their respective Guarantee Agreements are several only.

1.6 A Demand under this Guarantee may be made by the Commission at any time before or after a scheduled interest payment or a scheduled principal payment or other amount is due (together the “Amount Due”) under Borrowings, if:

(i) the Union (for whatsoever reason) has not received in full a scheduled payment as and when due under a Loan Agreement from a Member State of the European Union being financed by Borrowings or it is notified by such Member State or becomes aware following an event of default under the Loan Agreement that such Member State will not or will not be able to make payment in full of a scheduled payment under such a Loan Agreement as and when due; and

(ii) an Amount Due is, has been or will be due under Borrowings.

In such an event, the Commission shall at its sole discretion determine an amount to be called from the Guarantors (“Amount of the Call”), up to a maximum of the Amount Due, to ensure that the Union has sufficient resources to make the necessary payment. In determining the Amount of the Call, the Commission shall draw any amount, which may be zero, that the Commission considers in its sole discretion, having regard inter alia to the total contingent liabilities of the Union (including under the Balance of Payment Facility) and the sustainability of the Union budget, that may be available under the own resources ceiling for payment appropriations.

The Commission shall make Demands on all Guarantors. The Demands shall be pro rata to the relative share of each Guarantor in the Guarantee Contribution Key.

Any Demand shall specify the Amount Due, the extent to which amounts under the own resources ceiling for payment appropriations have been drawn and the Amount of the Call and shall request in writing the Guarantor to transfer an amount equal to its Guarantee Contribution Key Percentage of the Amount of the Call (such amount being the “Demanded Amount”), in cleared funds to the account referred to in Clause 1.9. The Demanded Amount shall comply with Clause 1.4. The Guarantor unconditionally and irrevocably guarantees to the Commission the due and punctual payment of the Demanded Amount on demand and the Guarantor shall transfer the Demanded Amount in accordance with the terms of such Demand. The transfer shall occur within ten (10) Business Days.

As per the Loan Agreement, the Member State referred to in Clause 1.6(i) shall within two (2) Business Days of the Demand being made notify to the Commission its ability to meet the Demand.

1.7 In the event that any one or more of the Guarantors does not pay its Demanded Amount or the Member State referred to in Clause 1.6(i) has notified its inability to meet the Demand or has failed to notify its ability (the unpaid amount being the “Additional Shortfall”), the Commission shall make a further Demand (or Demands) (such Demand(s) being the “Additional Demand(s)”) on the other Guarantors to pay their Adjusted Payment Contribution Key Percentage of the Additional Shortfall(s) (the “Additional Demanded Amount”). For the purpose of this Clause 1.7, the Adjusted Payment Contribution Key Percentage of a Guarantor means the Guarantee Contribution Key Percentage of each Guarantor adjusted on a pro rata pari passu basis the non-paying Guarantor(s), however, being excluded such that its/their Adjusted Payment Contribution Key Percentage is equal to zero for this purpose such that the aggregate of the Adjusted Payment Contribution Key Percentage of the remainder of the Guarantors is equal to 100 per cent.

The Commission shall make Additional Demands on all Guarantors pro rata to the relative share of each of the other Guarantors in the Guarantee Contribution Key, as adapted so as to not take into account the relative share of the Guarantor having failed to honour its duty.

Any Additional Demand shall specify the Additional Shortfall and shall request in writing the Guarantor to transfer an amount equal to Additional Demanded Amount, in cleared funds to the account referred to in Clause 1.9. The Additional Demanded Amount shall comply with Clause 1.4. The Guarantor unconditionally and irrevocably guarantees to the Commission the due and punctual payment of the Additional Demanded Amount on demand and the Guarantor shall transfer the Additional Demanded Amount in accordance with the terms of such Additional Demand. The transfer shall occur within ten (10) Business Days or such time such that sufficient funds have been paid to the account specified in Clause 1.9 to permit payment in full the Amount Due on the scheduled date of payment or, in the event of such an Additional Demand being made by the Commission after the scheduled date of payment, prior to the expiry of the grace period for non-payment of such amount set out in the Borrowings (in each case provided that the Additional Demand is made more than five (5) Business Days prior to the scheduled due date of the required payment, and, if this is not the case, such Additional Demand shall be paid no later than the fifth (5th) Business Day following the date of receipt of such Additional Demand). This Clause 1.7 shall apply cumulatively mutatis mutandis if one or more Guarantors do not pay their respective Adjusted Contribution Key Percentage of an Additional Shortfall.

1.8 Following a Demand or Additional Demand, the Commission shall initiate recovery proceedings in respect of the Loan Agreement and, if applicable, the Guarantee Agreement. The Commission shall reimburse the Guarantor from amounts recovered by the Commission in respect of the Loan Agreements or Guarantee Agreements. For amounts recovered following a Demand or an Additional Demand on the Guarantor, the Commission shall by notice request payment details of the Guarantor and upon their receipt reimburse the Guarantor within ten (10) Business Days for any amount provided under the respective Demand or Additional Demand. In the case of a recovery in several instalments, the Guarantor will be reimbursed in proportion to the Guarantor’s contribution to the Shortfall or Additional Shortfall. In such a case, priority will be given to repay Additional Demands and only once fully satisfied will Demands be satisfied.

1.9 Payments under this Guarantee Agreement shall be made to the account as identified in each Demand.

1.10 The Guarantor is not entitled to set-off or deduct any amounts owed to it by the Union from any payments due by the Guarantor under this Guarantee Agreement.

2. PRESERVATION OF RIGHTS

2.1 Continuing obligations

The obligations of the Guarantor herein contained shall constitute and be continuing obligations notwithstanding any settlement of account or other matter or thing whatsoever and shall not be considered satisfied by any intermediate payment or satisfaction of all or any of the Union's obligations under or in respect of any Borrowings and shall continue in full force and effect for so long as and until all sums due from the Union in respect of the Borrowings have been paid, and all other actual or contingent obligations of the Union thereunder or in respect thereof have been satisfied, in full provided that each Guarantor shall only be liable for its Guaranteed Contribution.

2.2 Obligations not discharged

The obligations of the Guarantor herein contained shall not be discharged, impaired or otherwise affected by:

2.2.1 Indulgence, Waivers or Consents: time or other indulgence or any waiver or consent being granted or agreed to be granted to the Union or to the Commission in respect of any of its obligations under or in respect of any Borrowings and/or Loan Agreement;

2.2.2 Amendment: any amendment, novation, supplement, extension, (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature) or replacement, waiver or release of, any obligation of the Union under or in respect of any Borrowings or any security or other guarantee or indemnity in respect thereof including without limitation any extension of or any increase of the obligations of the Union in respect of any Borrowings or the addition of any new obligations for the Union provided that none of the foregoing shall result in any increase of the Guarantor's liability under this Guarantee Agreement; or

2.3 Pari passu

The Guarantor undertakes that its obligations hereunder will at all times rank pari passu with all other present and future, direct, unconditional, unsubordinated and unsecured obligations of such Guarantor.

2.4 Subrogation of Guarantor’s Rights

Acknowledging that this Guarantee Agreement does not guarantee the repayment of a Loan Agreement, the Guarantor acknowledges that it is not entitled to any rights of subrogation.

3. INFORMATION UNDERTAKINGS

3.1 The Commission shall inform the General Secretariat of the Council of the European Union of the signature of the Guarantee Agreement.

3.2 The Commission shall report to the Guarantors on the outstanding claims under Loan Agreements and liabilities under Borrowings on a quarterly basis.

3.3 The Commission shall immediately notify the Guarantors of becoming aware of any event that may reasonably be expected to result in a call under the Guarantee Agreement.

4. BENEFIT OF THE GUARANTEE AGREEMENT

4.1 Benefit

The Guarantor shall honour this Guarantee Agreement on demand.

4.2 Assignment

The Guarantor shall not be entitled to assign or transfer all or any of their rights, benefits and obligations hereunder.

5. REDUCTION AND EXPIRY OF THE GUARANTEE

5.1 From 31st December 2025, should a Commission report referred to in Clause 3. 2 provide that the outstanding liabilities under Borrowings is less than EUR 25 000 000 000, the Guaranteed Contributions from Guarantors shall irrevocably be reduced on a pro rata pari passu basis so that the total Guaranteed Contributions from Guarantors is equal to the outstanding liabilities under Borrowings. From its date of application, this Clause 5. 1 shall apply to each report.

5.2 Subject to Clause 5. 3, this Guarantee Agreement shall expire on the date (the “Expiration Date”) which is the earlier of (i) the date when all Borrowings have been irrevocably paid in full, no further Borrowings may be issued under Council Regulation (EU) 2020/672 and any and all obligations of the Guarantor have been fully and irrevocably paid and (ii) 31st December 2053.

5.3 In the event of any Demand or Additional Demand under this Guarantee Agreement, the obligation of the Commission to reimburse the Guarantor from amounts recovered in line with Clause 1. 8 shall continue until there is a reimbursement in full notwithstanding the occurrence of the Expiration Date.

6. INTERPRETATION IN CONFORMITY AND PARTIAL INVALIDITY

All provisions hereof shall be interpreted, in case of doubt, so that they are in conformity with the governing law. If at any time any provision hereof is or becomes illegal, invalid or unenforceable under the governing law, the legality, validity or enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.

7. NOTICES

7.1 Address for notices

All notices, demands and other communications to the Guarantor hereunder shall be made in writing (by letter or fax or e-mail) and shall be sent to the Guarantor at:

[Guarantor's address]

Fax: +[number]

E-mail: [e-mail]

Attention: [name or department]

With a copy to: European Commission

Fax: +[number]

E-mail: [e-mail]

Attention: [name or department]

or, in relation to the Guarantor, to such other address or fax number or for the attention of such other person or department as the Guarantor has notified to the Commission in the manner prescribed for the giving of notices.

7.2 Effectiveness

Every notice, demand or other communication sent in accordance with Clause 7.1 (Address for notices) shall be effective upon actual receipt by the Guarantor; provided that any such notice, demand or other communication which would otherwise take effect after 4.00 p.m. on any particular day or on a day which is not a Business Day shall not take effect until 10. 00 a.m. on the immediately succeeding Business Day.

8. INTERPRETATION

8.1 Definitions

In this Guarantee Agreement:

“Business Day” shall mean a day on which commercial banks and foreign exchange markets are open or required to be open for business in Luxembourg.

8.2 Other agreements

All references in this Guarantee Agreement to an agreement, instrument or other document shall be construed as a reference to that agreement, instrument or other document as the same may be amended, supplemented, restated, extended, replaced or novated from time to time.

9. LAW AND JURISDICTION

9.1 Governing law

This Guarantee Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and shall be construed in accordance with European Union law, supplemented if necessary by the Luxembourgish law.

9.2 Exclusive Jurisdiction

The Court of Justice of the European Union, in accordance with Article 272 of the Treaty on the Functioning of the European Union, shall have exclusive jurisdiction to settle any dispute (a “Dispute”), arising out of or in connection with this Guarantee Agreement (including a dispute relating to the existence, validity or termination of this Guarantee Agreement or any non-contractual obligation arising out of or in connection with this Guarantee Agreement) or the consequences of its nullity.

All Clauses and terms stipulated herein have been duly noted and approved by [•][in line with •³ ] and the Commission. This Guarantee Agreement shall enter into force upon the date of signature by the last Party.

Done in two originals, one for the Guarantor and for the Commission.

EXECUTED as a guarantee

by IRELAND

Represented by:

Mr. Paschal DONOHOE TD

Minister for Finance

Date:

EXECUTED as a guarantee

by the European Commission

Represented by:

[NAME]

[POSITION]

[DATE OF SIGNATURE]

Schedule 1

Guaranteed Contribution

Schedule 2

Guarantee contribution key (the relative shares of Member States in the total Gross National Income of the Union, as resulting from the column (1) of Table 3 of Part A “Introduction and financing of the general budget of the Union”, of the revenue part of the budget for 2020 set out in the general budget of the European Union for the financial year 2020, as adopted on 27 November 2019)

SCHEDULE 2

Terms of Contribution Agreement

Section 7

CONTRIBUTION AGREEMENT

between

EUROPEAN INVESTMENT BANK

and

IRELAND

in respect of the

PAN-EUROPEAN GUARANTEE FUND IN RESPONSE TO COVID-19

This contribution agreement (the “Contribution Agreement”) is entered into between:

Ireland,

(the “Contributor”),

on the one hand, and

the European Investment Bank,

with its seat at 98-100, boulevard Konrad Adenauer, L-2950 Luxembourg, Grand Duchy of Luxembourg,

(the “Bank”),

on the other hand,

(the Contributor and the Bank each referred to as a “Party” and together as the “Parties”).

Whereas:

(A) The Member States of the European Union have agreed to establish the Pan-European Guarantee Fund in response to COVID-19 (the “Fund”).

(B) Each contributor to the Fund shall enter into an undertaking to make contributions to the Fund on similar terms and conditions through their respective contribution agreements.

(C) Each contributor to the Fund has entered into (or will accede to) the first demand guarantee agreement (the “Guarantee Agreement”) with the Bank in relation to Transactions entered into by the Bank for the account of the Fund (including the back-to-back arrangement with the European Investment Fund (“EIF”)).

(D) The Bank shall enter into a separate arrangement with the EIF in connection with Transactions entered into by EIF in the context of the Fund.

(E) The intention of the Parties is that in relation to all exposures to Transactions of EIB for the account of the Fund and/or EIF in the context of the Fund and the EIB/EIF Arrangement, all credit, market and other risks are assumed by and will be ultimately borne by the Fund and by the contributors and not by the Bank or the EIF. Consistently, the Bank will act in relation to Transactions for the account of the Fund. The Bank shall provide a dedicated internal funding line to the Bank as administrator of the Fund for the purposes of providing liquidity to and treasury for the Fund.

(F) Any Transaction to be entered into by EIB and/or EIF in the context of the EIB/EIF Arrangement is subject to the approval of the Fund’s Contributors’ Committee as further described in the Fund Description.

The Parties have agreed as follows:

I. Definitions

1. In this Contribution Agreement:

“Advance” means as defined in Annex 2, paragraph III A.

“Acceding Guarantor” means as defined in paragraph 17.

“Additional Contributor” means as defined in paragraph 17.

“Adjusted Key Percentage” means the percentage set out against the name of each contributor to the Fund calculated by reference to the Total Contributions and the shareholding of each contributor in the capital of the Bank but adjusted such that at all times, the aggregate of Adjusted Key Percentages is equal to 100%. In the event of an Additional Contributor, the Adjusted Key Percentage shall be re-calculated accordingly and communicated to the contributors.

“Adjustment Payments” means as defined in paragraph 17.

“Business Day” means any day other than a Saturday or Sunday (a) where the Bank is open for business in Luxembourg and (b) where referring to a payment in euro or the determination of EURIBOR, is also a TARGET2 Business Day.

“Cash Balance” means any sums held in cash by the Bank on behalf of the contributors in relation to the Fund.

“Claim Event” means, in relation to a Transaction, one or more of the following events or occurrences (as applicable):

(a) in relation to a Transaction which is a funded debt transaction that the Bank has not received any amount paid by it and/or due to it (whether principal, interest, commissions, fees, charges, indemnities, expenses or any other incidental charges in respect of such Transaction);

(b) in relation to a Transaction which is a funded risk participation or a contingent loan transaction (i) that the Bank has not received any amount due to it or (ii) that the Bank has not received any amount scheduled or planned or expected to be paid to it, where such non payment to the Bank resulted from the limited recourse nature of such Transaction or for other reasons intrinsic to the nature of such Transaction (in each case whether such amounts relate to principal, interest, commissions, fees, charges, indemnities, expenses or any other incidental charges in respect of such Transaction);

(c) in relation to a Transaction which is an unfunded transaction relating to an underlying debt transaction, (i) that the Bank has not received any amount due to it or (ii) that the Bank has received a demand for payment (in each case whether the amounts due or demanded or paid relate to principal, interest, commissions, fees, charges, indemnities, expenses or any other incidental charges in respect of such Transaction);

(d) that a Transaction has been subject to a restructuring or similar process which reduces any of the amounts payable to the Bank in relation to such Transaction (whether principal, interest, commissions, fees, charges, indemnities, expenses or any other incidental charges in respect of such Transaction);

(e) in relation to a Transaction which is an equity type operation that upon exit or disposal the net proceeds received by the Bank is less than the sum of (i) the amount invested or lent by the Bank and (ii) the Bank's cost of funding such Transaction;

(f) in relation to a Transaction which has not fully matured, repaid in full or been disposed of by 31 December 2037, that the aggregate amount received or recovered by the Bank in respect of such Transaction is less than the sum of (i) the amount invested or lent by the Bank and (ii) the Bank's cost of funding such Transaction;

(g) in relation to operations deployed by EIF in the context of the Fund under the EIB/EIF Arrangement that (i) there has been a claim event in relation to such operation as defined for the purpose of the EIB/EIF Arrangement or (ii) as at 31 December 2037 the Bank has not been repaid in full in relation to any liquidity advance and any interest accrued thereon under the EIB/EIF Arrangement; or

(h) such other event or circumstance specially designated as a “Claim Event” in relation to the relevant Transaction at the time the Transaction was approved for the purposes of the Fund.

If no Claim Event is designated in relation to a Transaction, then the Claim Event or Claim Events that correspond most closely to the legal nature and financial and other characteristics of such Transaction shall be deemed to have been so designated.

“Contributor” means Ireland and “contributor” means, any or as the case may be, all Member States, institutions of the European Union, or institutions created by Member States of the European Union, as the case may be, which are contributors to the Fund from time to time.

“Dedicated Register” means as defined in paragraph 9.

“Demand” means a demand made under the Guarantee Agreement in a Demand Notice.

“Demand Notice” means a demand notice as defined in the Guarantee Agreement.

“EIB/EIF Arrangement” means the agreements or arrangements entered into between the Bank and EIF in relation to operations deployed by the EIF in the context of the Fund as described in Recital (D).

“EIB AML Policy” means as defined in paragraph 35.

“EIB Anti-Fraud Policy” means as defined in paragraph 34.

“EURIBOR” means as defined in Annex 2 paragraph IV B.

“Facility Amount” means as defined in Annex 2 paragraph II A.

“First Payment Date” means as defined in paragraph 9.

“Fund” means as defined in Recital (A).

“Fund Description” means as defined in paragraph 5.

“Guarantee Agreement” means as defined in Recital (C).

“Liquidity Facility” means as defined in paragraph 16.

“Original Guarantor” means as defined in Definitions section of the Guarantee Agreement.

“Payment Dates” means as defined in paragraph 9.

“Platform Rules” means as defined in paragraph 5.

“Required Proportion” means the then applicable Adjusted Key Percentage.

“TARGET2 Business Day” means a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007 (TARGET2) is open for the settlement of payments in EUR.

“Transaction” means an operation entered into by the Bank for the account of the Fund which is eligible in accordance with the Platform Rules and the Fund Description, including the EIB/EIF Arrangement (and which has a designated or a deemed designated Claim Event).

“Total Contributions” means as defined in paragraph 3.

“Upfront Payment” means as defined in paragraph 7.

II. The Contribution

2. The Contributor wishes to make a commitment, and the Bank (as administrator of the Fund) hereby accepts such commitment, to the Fund in the amount of EUR 164,731,513. 30 (one hundred sixty-four million seven hundred thirty-one thousand five hundred thirteen euro and thirty cents) (the “Contribution”), of which a part may be paid as an Upfront Payment.

3. It is expected that the Fund will receive additional contributions, under similar terms and conditions (together with the Contribution, the “Total Contributions”).

4. In the context of the Fund, Contributions, and the Total Contribution shall be used to fund payments to be made by contributors under the Guarantee Agreement and this Agreement.

5. Capitalised terms used in this Contribution Agreement and not otherwise defined herein shall have the meaning given to such terms in the Fund Description (the “Fund Description”) included as Annex 1(A), Partnership Platform Rules (the “Platform Rules”) included as Annex 1(B). The Fund is documented on the terms of the contribution agreements, the Fund Description, and the Platform Rules.

6. The Contribution shall be used to meet Demands made under the Guarantee Agreement and any payments due under this Agreement and shall be allocated, administered, and managed by the Bank in accordance with (i) the Bank’s rules, policies, and procedures (save where adjustments to these rules, policies and procedures are applied in the context of the Fund and as further set out in the Fund Description), (ii) this Contribution Agreement, including the Fund Description, and (iii) the Guarantee Agreement. The Parties acknowledge and agree that in relation to operations covered by the EIB/EIF Arrangement, the rules, policies, and procedures of EIF shall apply (save where adjustments to these rules, policies and procedures are applied in the context of the Fund and as further set out in the Fund Description).

III. Payments in cash

7. A Contributor may make a cash advance (the “Upfront Payment”) to meet Demands. Any payment in cash of the Contribution, including any Upfront Payment, shall be paid in full to the Bank promptly following request by the Bank into the following account:

Bank: European Investment Bank

BIC Code: BEILLULLXXX

Account: Direct via TARGET2 (/RT)

IBAN: LU92 9980 0000 0000 0001

The Contributor shall inform the back-office treasury of the Bank at least five (5) Business Days prior to the scheduled payment date by email to FI_PRO_BOT_LPC_CM@eib.org and FI-PRO/BOT/LPC/RECONCILIATION@eib.org (or to such other e-mail address as may be indicated by the Bank from time to time). The SWIFT message instruction shall include the remittance information (field 70 or 72): “Contribution to EGF from Ireland”. The Bank shall confirm to the Contributor the receipts of funds from the Contribution in the account.

8. Notwithstanding article 8. 1 of the Platform Rules, the Contributor authorises the Bank to apply to the daily Cash Balance an interest rate (which may be negative) equal to (a) EURIBOR 3M, i.e. the rate for deposits in euros for a period of three months which appears on the Reuters Screen EURIBOR3M= on the day that is two Business Days prior to the start of each relevant Calculation Period (as defined below) (b) minus 12. 5 basis points (0. 125%) (the “Interest Rate”). With respect to a Calculation Period, the Bank will multiply the daily Cash Balance with the Interest Rate for each day in that Calculation Period, divided by 360. The interest amount with respect to a Calculation Period, which may be negative, will be equal to the aggregated sum of the amounts of interests so determined and calculated for each day in that Calculation Period. For the purpose of this paragraph 8, “Calculation Period” means, regardless of whether the interest amount is positive or negative, the period from (and including) the first day of each calendar quarter (and including) the last day of such calendar quarter.

The Contributor hereby agrees that the Cash Balance will not be segregated as described in article 3. 2.4. of the Platform Rules.

The Contributor acknowledges that while there is not currently an expectation that the Euro Interbank Offered Rate will be discontinued, there is no guarantee that it will continue to be produced and published. If EURIBOR3M is not published in respect of a day for which it is required, or its publication or use is discontinued (either by the interbank market generally or by the Bank in anticipation of a general discontinuation) the Bank may replace it with another benchmark rate and may proceed to any appropriate adjustment to the spread, day-count fraction and/or calculation period, which it will determine in good faith and in a commercially reasonable manner.

IV. The Contributor’s Dedicated Register

9.

(a) The Bank shall open a register (the “Dedicated Register”) in respect of the Contributor, and in respect of all other contributors to the Fund, to credit and debit as appropriate (without double counting):

(i) the amount of the Upfront Payment and any additional cash contribution;

(ii) payments in respect of Demands;

(iii) utilisation(s) of the relevant Contributor’s Liquidity Facility and/or its Cash Balance;

(iv) any interest accrued from the holding of or investment of the Cash Balance;

(v) any sums to be debited or credited in relation to Adjustment Payments between the contributors to the Fund;

(vi) any amounts payable by the Contributor or due to the Contributor in accordance with the allocation rules and orders of priority of the Fund as set out in the Fund Description, unless otherwise claimed under the indemnity set out in paragraph 10 below;

(vii) any amounts payable by the Contributor to the Bank as set out in paragraph 10 below; and

(viii) any other sums as appropriate.

(b) On each payment date, each Contributor shall pay the outstanding amount due as reflected on its Dedicated Register. The Bank shall issue a request for payment 15 (fifteen) Business Days before each Payment Date. The first payment day shall take place on 15 December 2020 (the “First Payment Date”). After the First Payment Date, payments will occur on a quarterly basis on 15 June, 15 September, 15 December, and 15 March of each year (the First Payment Date, together with the following payment dates, the “Payment Dates”). For the avoidance of doubt, the required payments on a Payment Date in respect of the Dedicated Register do not include any Advances under the Liquidity Facility that have an Advance Repayment Date which is the Payment Date immediately subsequent to such Payment Date.

(c) If a Payment Date is scheduled to occur on a date which is not a Business Day then it shall be postponed to the next following Business Day unless such day would fall into the next calendar month in which case the Payment Date shall occur on the Business Day preceding the scheduled Payment Date.

10.

(a) The Contributor shall upon first demand indemnify and hold harmless the Bank if (i) the Bank incurs funding costs in relation to the Fund, the Guarantee Agreement, this Agreement, the Liquidity Facility, or the EIB/EIF Arrangement, and/or (ii) the Bank is not paid interest or other amount under the Liquidity Facility which in each case have not been paid or reimbursed in accordance with the allocation rules and orders of priority of the Fund, as set out in the Fund Description.

(b) The Contributor shall upon first demand indemnify and hold harmless the Bank if (i) the Bank suffers a capital loss or negative interest on any amount of cash between the date such sum is paid to the Bank by way of an Upfront Payment, a cash contribution, or an Advance and the date on which such sums are applied to discharge a liability to the Bank under this Agreement or under the Guarantee Agreement in respect of a Demand (ii) the Bank incurs or suffers foreign exchange losses in the context of the Fund (including in connection with the EIB/EIF Arrangement) and/or (iii) the Bank incurs or suffers any other form of loss, damage, expenses, claim or liability in the context of the Fund (including in connection with the EIB/EIF Arrangement) which is not otherwise recoverable from the Contributor and in each case such amounts are not reimbursed in accordance with the allocation rules and orders of priority of the Fund as set out in the Fund Description.

(c) Unless otherwise stated by the Bank when making a demand for an indemnity payment under this paragraph 10, the Contributor shall make indemnity payments under this paragraph 10 through direct payment to the Bank upon first demand, within 15 Business Days from the Bank’s written request.

(d) The liability of the Contributor to make payments under this paragraph 10 is limited by the amount of its Contribution. If the Bank receives any amount under this paragraph 10 the Bank and the Contributor agree that they shall come to an arrangement to take this into account in relation to the Maximum Individual Amount of the Contributor under the Guarantee Agreement (as defined therein).

VI. Administration

11. The Bank shall manage the payment of Demands under the Guarantee Agreements, the crediting of Upfront Payments and other cash contributions (if any) to each contributor’s Dedicated Register, the debiting of each contributor’s Dedicated Register to meet its liabilities under this Agreement and the Guarantee Agreement, the payment of Demands by utilising the relevant contributor's Liquidity Facility, and the Adjustment Payments between the contributors when an Additional Contributor adheres to the Fund and Acceding Guarantor accedes to the Guarantee Agreement.

VII. The Liquidity Facility

12. The Bank will make available to the Contributor a liquidity credit facility (the “Liquidity Facility”), the proceeds of which shall be used solely for the purposes of payments under the Guarantee Agreement. The terms and conditions of the Liquidity Facility are set out in Annex 2.

13. In the event that a Demand is made under the Guarantee Agreement which cannot be funded by the Upfront Payment or by amounts otherwise available under the Dedicated Register, the Bank shall fund the amount due under the Guarantee Agreement by making an Advance to the Contributor under its Liquidity Facility. In the event that the amounts available under the Liquidity Facility are not sufficient to fund such Demand, the Contributor shall upon first demand pay such amount to the Bank.

VIII. Matters Relating to Payments and Contributions

14. It is acknowledged and agreed that the Bank, as agent of the Contributor, shall be entitled to make payment under the Guarantee Agreement in respect of each Demand which appears to be valid on its face without reference to any other party and without any investigation or enquiry. In particular the Bank, as agent of the Contributors, shall not be required to investigate or enquire as to (i) the legality of any claim or any underlying transaction or any set-off, defence or counterclaim which may be available to any person; (ii) any amendment to any underlying document or (iii) any unenforceability, illegality or invalidity of any underlying document or security.

15. It is acknowledged and agreed that the Bank, as agent of the Contributor, shall be entitled to make payments under this Agreement without reference to any other party and without any investigation or enquiry.

16. Any recoveries relating to a Transaction shall be allocated and applied in accordance with the rules of allocation and orders of priority of the Fund as set out in the Fund Description.

17. If there is a change in the Adjusted Key Percentage due to the adherence of a new contributor (an “Additional Contributor” and an “Acceding Guarantor”), the Bank shall make adjustments to the Dedicated Register of the Additional Contributor and the then existing contributors (“Adjustment Payments”) such that all Demands and all indemnity payments under this Agreement including all those incurred and paid from the creation of the Fund shall ultimately be borne by each contributor in accordance with its Required Proportion as derived from the latest applicable Adjusted Key Percentage. The Adjustment Payments shall be reflected by debit and credit entries in the corresponding Dedicated Registers. The Bank, as agent of all Contributors, shall calculate the amount of all such Adjustment Payments between Contributors.

18. Each Contributor shall be a third party beneficiary of the obligations in respect of the obligation to make Adjustment Payments of each other contributor to the Fund under their respective contribution agreements but acknowledge and agree that any Adjustment Payments shall be made by the Bank acting as agent of all contributors to the Fund. The Contributor hereby accepts that it is a third party beneficiary and takes the benefit of such obligations undertaken by the other contributors to the Fund.

IX. Reporting

19. The Bank shall prepare annual financial statements for the Fund. The financial statements shall be drawn up on the basis of cash receipts and disbursements.

20. The financial statements shall comprise a combined statement of account movements of the Fund, individual statements of account movements for each contributor, and additional disclosures notes.

21. The financial year of the Fund shall be the calendar year, except for the first financial period which shall begin at the time when first contribution agreements come into effect and end on 31 December 2020.

22. All amounts shall be reported in Euro. Amounts denominated in a currency other than Euro shall be reported in Euro according to the Bank’s policies and procedures.

23. The financial statements shall be subject to external audit and the costs of such audit shall be part of the fees charged by the Bank as set out in the Fund Description.

24. The financial statements shall be approved by the Contributors’ Committee.

25. Upon receipt of the financial reporting documents, the Contributor may request additional information related to the content of the documents. The Bank shall use its reasonable efforts to provide the Contributor with the information deemed necessary provided that the relevant information is available to the Bank and subject to having resources to gather such information.

26. The Bank shall provide unaudited financial statements of the previous financial year by no later than 31 March of each year and audited financial statements by no later than 30 April.

X. Representations and Warranties

27. The Contributor hereby represents, warrants and undertakes to the Bank that:

(a) it has the personal and legal capacity to contract and the performance of the obligations assumed hereunder and the execution and delivery of this Contribution Agreement, the Liquidity Facility and the Guarantee Agreement by the Contributor have been duly authorised by the Contributor and that upon due execution and delivery, the Contribution Agreement, the Liquidity Facility and the Guarantee Agreement will constitute valid, legally binding, irrevocable and enforceable obligations of the Contributor in accordance with their respective terms and will not infringe any laws or regulations affecting the Contributor;

(b) all authorisations, approvals and consents required for this Contribution Agreement, the Liquidity Facility and the Guarantee Agreement have been obtained and are in full force and effect, no further authorisations, approvals or consents are required in connection with entering into and performing its obligations under this Contribution Agreement, the Liquidity Facility or the Guarantee Agreement and there are no restrictions or limitations on its ability to consummate the transactions contemplated by these agreements and documents;

(c) the Contributor has obtained, complied with the terms of and has done all that is necessary to maintain in full force and effect all authorisations, approvals, licences, consents and/or budgetary laws required under the laws and regulations of its jurisdiction to enable it lawfully to enter into, to exercise its rights and perform its obligations under this Contribution Agreement, the Liquidity Facility and the Guarantee Agreement and to ensure the legality, validity, enforceability and admissibility in evidence of this Contribution Agreement, the Liquidity Facility and the Guarantee Agreement in its home jurisdiction;

(d) the Contributor has delivered, registered and furnished such documents, instruments information and undertakings to and obtained an consent as may be reasonably necessary or advisable from time to time to comply with all relevant laws and regulations that are relevant to this Contribution Agreement, the Liquidity Facility and the Guarantee Agreement and hereby authorises the Bank so to deliver, register and furnish such documents, instruments, information and undertakings and obtain such consents (at the expense of the Contributor and upon relevant documentary evidence); and

(e) payments due from the Contributor under this Contribution Agreement, the Liquidity Facility and the Guarantee Agreement can and will be made gross, free and clear of any withholding or deduction for or on account of tax, charges, duties, fees, expenses or impositions of whatsoever nature.

These representations are made on the date of signature of this Contribution Agreement and shall be deemed to be repeated on each date when there is an utilisation of the Liquidity Facility.

XI. Additional Provisions

28. Except with respect to the deposit instructions in relation to Upfront Payment and/or cash contributions described in paragraph 7 above, any notice, request or other communication to be given or made under this Contribution Agreement shall be in writing and delivered by mail, fax, e-mail or secure website to the respective party’s address specified below or at such other address as such party notifies in writing to the other party from time to time:

For the Bank:

Address: European Investment Bank

Mandate Management

98-100, Boulevard Konrad Adenauer

L-2950 Luxembourg

Email: OPS-EGF-Mandate@eib.org

For the Contributor:

Address: Department of Finance,

Government Buildings

Merrion Street Upper

Dublin 2

Ireland

29. All annexes to this Agreement constitute an integral part of this Contribution Agreement, whose terms taken together shall constitute the entire agreement and understanding between the Contributor and the Bank.

30. This Agreement may be amended only by written amendment between the Bank and the Contributor; provided, however, that the Fund Description may be amended only in accordance with the Platform Rules.

31. In the event of any inconsistency or conflict between the terms of this Contribution Agreement and those of the annexes, the following order of priority shall apply:

(i) this Contribution Agreement;

(ii) the Liquidity Facility;

(iii) the Fund Description; and

(iv) The Platform Rules.

The Guarantee Agreement shall at all times be and shall be construed as an autonomous and independent agreement.

32. The Contributor shall co-operate with the Bank to complete such forms and other documentation as may be required by custodians and/or tax authorities to certify the Contributor’s beneficial ownership of its pro-rata share in any securities or other assets held for the account of the Fund.

33. Upon termination or expiry of this Agreement, it is acknowledged and agreed by the Parties that the Bank and/or EIF shall be entitled to retain such amounts as may be required under this Agreement or the relevant Annexes for payment of any fees owed to them or to satisfy and discharge any accrued or contingent obligations under Transactions or operations which remain outstanding as may be further specified in the relevant Annexes.

34. The Contributor is aware of the Bank’s policy on preventing and deterring prohibited conduct in European Investment Bank Activities (“EIB Anti-Fraud Policy”) and agrees to cooperate and promptly inform the Bank of any allegations of prohibited conduct in relation to the Contribution.

35. The Contributor is aware of the Bank’s Anti-Money Laundering and Combating Financing of Terrorism Framework (the “EIB AML Policy”). The Contributor represents and warrants that (i) in entering into this Contribution Agreement the Contributor acts in its own name and for its own account and (ii) the funds that are to be the source of the Contribution will not be of illicit origins. The Contributor agrees to cooperate with the Bank in the Bank’s due diligence and continuous monitoring activities pursuant to the EIB AML Policy.

36. The Fund shall comply with State aid rules, where applicable. To that effect, the Contributor shall cooperate with the European Commission and the Bank, in particular with the completion and submission of any State aid notification, where necessary.

37. The Contributor acknowledges that it is fully informed and aware that the Bank acts as agent for the Contributor under this Agreement in relation to matters relating to the performance of obligations of the Contributor under the Guarantee under which is it the beneficiary for the account of the Fund, as well as in relation to other matters hereunder. The Contributor hereby waives any rights or defences (if any) which it may have as a result of any conflict of interests (if any) that might arise in this respect.

38. If, at any time, any of the provisions under this Contribution Agreement 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 this Contribution Agreement nor of such provisions under the law of any other jurisdiction shall in any way be affected or impaired thereby.

39. The Parties shall endeavour to settle amicably any dispute or complaint relating to the interpretation, application or fulfilment of this Contribution Agreement in accordance with the objectives of the Fund and in particular the principles set out in Recital (E).

For the purposes of any dispute arising in relation to this Contribution Agreement, the Parties hereby submit to the jurisdiction of the Court of Justice of the European Union.

This Contribution Agreement and any non-contractual obligations arising therefrom is governed by, and shall be construed in accordance with the general principles common to the laws of the Member States.

40. To the extent that the Contributor may in any jurisdiction claim for itself or its assets or revenues immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process and to the extent that such immunity (whether or not claimed) may be attributed in any such jurisdiction to the Contributor, its assets or its revenues, the Contributor agrees, to the extent legally possible, not to claim and hereby irrevocably waives such immunity to the full extent permitted by the laws of such jurisdiction.

In witness, hereof the Parties hereto have executed this Contribution Agreement in four (4) original copies, two (2) for the Bank and two (2) for the Contributor. Upon possession by the Bank of two originals of the fully signed Contribution Agreement, this Contribution Agreement shall become effective as of the date of the last signature.

Annex 1A

Fund Description

This Annex shall be applicable to and form an integral part of all Contribution Agreements for the Pan European Guarantee Fund in response to COVID-19 (the “Fund”) between EIB and the Contributors to the Fund. It is made pursuant to the Rules of establishment and administration of the PPF (“Platform Rules”), as amended from time to time.

1. Objectives

The COVID-19 pandemic constitutes an unprecedented challenge with very severe socio-economic consequences.

The objective of the Fund is to respond to the economic impact of the COVID-19 pandemic outbreak by ensuring that eligible entities and primarily SMEs in the participating Member States have sufficient liquidity available and access to finance to weather the rapidly unfolding crisis, and are able to continue their development in mid/long term.

The Fund is designed to support final recipients that are considered (i) viable in the long term and (ii) able to meet a lender’s or other financial intermediaries’ requirements for commercial financing, were it not for the economic impact of the COVID-19 pandemic.

The Fund is designed to be a high-risk, high-impact intervention of limited time.

2. Eligible Contributors

In accordance with Article 3. 1 of the Platform Rules, any Member State of the European Union and the European Commission can make Contributions to the Fund.

In addition, other institutions of the European Union or institutions created by Member States of the European Union, can make also Contributions to the Fund.

3. Eligible operations

Operations shall be eligible for support under the Fund if they are in line with the eligibility criteria, as set out below and updated from time to time (“Eligible Operations”).

General:

The Fund shall operate, to the extent applicable, in accordance with EIB’s and EIF’s respective rules, policies, and procedures, save where otherwise provided in 12 below. In the case of EIB, the impact finance mandate framework, as further described in 12, below shall apply.

For EIB’s operations, the Fund shall be used according to the general cross-cutting principles applicable to the EIB’s activities, as described in Article 2. 1.2 of the Platform Rules.

Types of operations:

EIB, for the account of the Fund and EIF, in the context of the Fund, can guarantee or provide financing directly to final recipients (“Direct Operations”⁴ ). Alternatively, EIB or EIF can guarantee or provide financing indirectly through financial intermediaries (“Indirect Operations”⁵ ) to eligible final beneficiaries - predominantly SMEs, but also Midcaps, Corporates and public entities providing essential services in particular in health, research, education sectors that could not be financed under existing EIB Group products. Direct Operations concern direct financing/ guarantees by EIB to eligible projects carried out by, among others, SMEs, Midcaps, Corporates and public entities. For Indirect Operations, EIB or EIF conclude agreements with financial intermediaries.

Financial intermediaries (“Financial Intermediaries” or “FI”) may include counterparts such as commercial banks, financial institutions, guarantee institutions, leasing companies, venture capital and private equity funds, micro-finance institutions, National Promotional Banks/ Institutions, Special Purpose Vehicles (SPV), private credit funds, alternative lenders, crowd-lenders, guarantee societies etc.

Eligible Beneficiaries

Eligible Operations will be primarily private sector intermediated operations, but can also include direct and intermediated operations targeted at public sector companies and entities in the area of health or health-research or providing essential services related to the health crisis.

At the end of the investment period, beneficiaries of funding or guarantee from the Fund (“Eligible Beneficiaries”) shall amount to:

a.Debt operations with SMEs as the final beneficiary will account for at least 65% of EGF-supported financing. This can also be supported through securitization.

b.Debt operations with non-SMEs as the final beneficiary will account for a maximum of 28% of EGF-supported financing. Out of this, a maximum of 5 p.p. of EGF-supported financing can be used for debt operations with public sector companies and entities active in the area of health or health-research or providing essential services related to the health crisis as final beneficiaries.

c.Venture and growth capital (through the EIF) and venture debt with SMEs and mid-caps as final beneficiaries will account for a maximum of 7% of EGF-supported financing.

Specifically for operations supporting large corporates with more than 3000 employees as final beneficiaries, the following safeguards will apply:

i) No equity investments

ii) No ABS operations

iii) Support available only for working capital and supply chain finance.

iv) Financing only available through Financial Intermediaries with ‘skin in the game’

v) Exposure to individual large corporates limited to EUR 250m

vi) Only loans in alignment with Communication from the European Commission regarding the temporary framework for State Aid measures to support the economy in the Covid-19 outbreak, as amended or replaced from time to time, including regarding short loan maturities, in order to rule out strategic investment projects that could be interpreted as ‘industrial policy’.

vii) Only for sectors that are in line with EIB long-term mission (innovation, environment, and SMEs support).

viii) Further involve the Member States represented in the Contributors Committee on individual transactions, complemented with higher reporting requirements.

Without prejudice to 12.4 below, all operations shall undergo an ex-ante due diligence or equivalent process performed in accordance with EIB’s and EIF’s rules, policies and procedures, as applicable.

Geographical Eligibility:

Operations with FI (and final recipients) may be carried out in participating Member States, that is, Member States that have entered into Contribution Agreements with the EIB in relation to the Fund. The contributions of any given Member State will be available for operations in all participating Member States, i.e. contributions will not be earmarked to support the operations in a given Member State. Instead, deployment will be determined based on the need and demand relative to the impact of COVID-19 and the related market situation.

EIB Group will make available additional financing in the context of the Fund in all contributing Member States, aiming for a geographic distribution that is proportionate to the economic impact of the crisis, the sizes of the economies and available national and European support instruments.

By the end of the EGF signature period, EIB Group will aim that its financing⁶ :

(i) for the three Member States having received the most financing understood as the support by the Fund, the cumulative financing (measured by signature amounts) does not exceed 50% share of the total Fund’s financing

(ii) for the 15 Member States having received the least financing understood as the support by the Fund, the cumulative financing (measured by signature amounts) exceeds 10% share of the total Fund’s financing

(iii) underlying financing structures that are by their nature multi-country (covering two or more Member States) are not included in the above rule (i).

The concentration limit shall be periodically reviewed and may be adjusted to reflect the evolving impact of the crisis and market needs in the different Member States. Any change of the concentration limit would be subject to approval by the Contributors Committee.

For indirect products where the Fund’s investment will be combined with third-party resources, Financial Intermediaries will be required to invest at least the portion of their instrument provided for investment by the Fund in participating Member States⁷ .

Investment Period:

Operations may be submitted for approval to the Contributors Committee until 31 December 2021 (the “Investment Period”). The Fund will be established, provided that Member States accounting for at least 60% of EIB capital have made appropriate commitments to ensure sufficient scale and geographical coverage of the Fund.

The EIB on account of the Fund and the EIF in the context of the Fund shall sign operations within the timescales foreseen by State aid rules applicable to the specific product concerned.

A prolongation by 6 months could take place subject to approval of the Contributors’ Committee in accordance with the voting rules set out for key strategic changes in 12.2 below⁸ . Any further prolongation would be subject to unanimous approval within the Contributors Committee”.

At the end of the Investment Period, following a proposal from EIB, the Contributors’ Committee shall determine whether a reduction in the outstanding commitment of the Contributors is appropriate given the overall commitments at that time.

4. Permitted Instruments

The Fund may deploy financial structures in both funded (e.g. loans, equity and quasi-equity investments, risk participations, ABS purchases) and unfunded (e.g. guarantees) form.

Appendixes A - E (Eligible Products) provide examples of the products that may be used under the Fund indicating the products to be deployed by EIB and EIF respectively.

Additional products could be included subject to the approval of EIB’s Governing Bodies or respectively EIF’s Governing Bodies, including under applicable rules of delegation, and the approval of the Contributors’ Committee of the Fund in accordance with the voting rules set out in the Platform Rules or herein established.

5. Results Framework

A results framework for the activities financed by the Fund shall be prepared by EIB (“Results Framework”). EIB shall report on the results of the Fund in accordance with the reporting framework described in Article 9. 4 of the Platform Rules, except 9.4.1. (iv) as the financial reporting will not follow Platform Rules and shall instead be governed by the Contribution Agreement.

For the avoidance of doubt, article 2. 2 of the Platform rules does not apply to operations deployed by the EIF in the context of the Fund under the EIB/EIF Arrangement (“EIF Operations”), for which a separate reporting methodology will apply. Article 9.4 of the Platform Rules apply to EIF Operations except as further specified in the EIB/EIF Arrangement Agreement.

6. Evaluation

EIB shall perform an evaluation of the Fund after the second anniversary of the end of its Investment Period. This evaluation will aim at making the Fund and the operations funded thereunder accountable to the Contributors and at promoting lessons learnt. The evaluation shall be shared with the Contributors’ Committee.

7. Approval of operations

All operations/ financing proposals are presented to the Contributors’ Committee of the Guarantee Fund.

It is foreseen that the Contributors’ Committee shall approve the allocation of funds:

(a) For individual operations;

(b) For multiple operations, based on global authorisations to be granted by the Contributors’ Committee within certain parameters.

(c) For operations that do not fall within the envisaged global authorisations.

In relation to the Article 5.5. of the Platform Rules, each Contributor to the Fund is entitled to designate a member that shall represent such Contributor in the Contributors Committee. The governance provisions regarding the approval of operations are set out in Section 12.2 below.

A procedure for consultation of the Commission will be applied for operations deployed by EIB, adjusted to the specific nature of the Fund. Accelerated selection and assessment procedures for existing financial intermediaries may also apply.

8. Payment of Contributions

The payment of Contributions is governed by the Platform Rules and the terms of each Contribution Agreement.

Contributions of Member States to the Fund will take the form of a guarantee. Member States may elect to make an Upfront Payment. In addition, EIB expects to provide a suitable level of liquidity into the structure to allow for timely payments of amounts due by Member States.

9. Fees

The Contributors agree that the advances made available to the Contributors under their liquidity facility will be debited immediately to their respective Dedicated Register, the principal amount of such advances are re-payable on their relevant Advance Repayment Date (as indicated in the Contribution Agreement) and cannot be covered by utilisation of the liquidity facility and principal repayment of such advances are not included in the waterfall set out in article 10 below.

The Contributors agree as well that: costs, and expenses incurred by EIB and EIF and relevant fees due to EIB and EIF, as detailed below, are payable by the Contributors and shall be paid in the following order: first, from any Proceeds and Recoveries in line with the waterfall included in article 10 below; and, second, if and to the extent that the Proceeds and Recoveries are not sufficient, any shortfall relating to: (i) interest accrued on the liquidity facilities made available by EIB to the Contributors, (ii) Legal, Auditors and similar Costs, (iii) FX hedging costs, (iv) negative interest on the Contributor Cash Balance and on cash disbursed by EIB and EIF, and (v) EIB Funding Costs, will be covered pro rata by the Contributors, in accordance with the indemnity provisions under the Contribution Agreement and within the limit of the Contribution of each Contributor and in aggregate the Total Contributions and according to the following principles:

- (i) interest accrued on the liquidity facility made available from EIB to the Contributors: will be covered pro-rata by the Contributors who benefitted from the liquidity facility;

- (ii) negative interest on the Contributor Cash Balance; will be covered pro-rata by the Contributors who made an Upfront Payment or an additional cash contribution;

- (iii) Legal, Auditors and similar Costs, FX hedging costs, negative interest on cash disbursed by EIB and EIF and EIB Funding Costs: will be covered pro-rata by all Contributors;

- (iv) No draw down under the liquidity facility will be allowed to cover the items set out above

To operationally manage this, a portion of the total commitments will initially be reserved as a buffer to cover costs and expenses

No recourse to the liquidity facility or the indemnity provisions under the Contribution Agreement will be allowed for Management Fees, and Recovery Fees, hence EIB has no recourse to the Contributors to cover shortfalls of Management Fees and Recovery Fees. Also, if any portion of Management Fees, and Recovery Fees remains unpaid under the waterfall when allocated at the end of each quarter, such unpaid amounts will roll over to the next quarter (and so forth) and will be due and payable in the following quarter (and so forth), following the same order of payment.

Costs and Fees to be paid by the Contributors in accordance with the general principles above and the waterfall below

Funding Costs:

Funding Cost shall comprise interest determined at the rate of: (i) EURIBOR 3 month for operations in EUR, or X-ibor 3 month for other operations, plus (ii) a spread (which can be a positive or negative number of basis points) calculated following EIB's standard pricing methodology recovering EIB's cost of funding on the capital markets and its administrative costs applicable to this type of operations; with (i) and (ii) in aggregate floored at zero.

Management Fee: means from the signature date of the first Contribution Agreement until 31 December 2037, the annual management fee which shall be paid by the Fund to the EIB and EIF (“Management Fee”) and shall be equal to up to 0. 5 (up to zero point five) % of the aggregate of the Committed Amounts under the Transactions subject to an overall aggregate cap of two point five (2. 5) % of Total Contributions.

Committed Amounts mean the aggregate of the amounts committed by EIB or EIF in relation to operations signed by EIB or EIF for the account of the Fund which are outstanding (but excluding any outstanding defaulted amounts or cancelled amounts). The Committed Amounts shall not be reduced in the event that there has been any provisioning for losses or reduction in market value due to market value fluctuations of the relevant exposures.

Such level of fees have been calculated on the basis of ensuring EIB cost coverage and EIF remuneration in line with statutory requirements.

The Management Fee shall be calculated as if all the Contributors had committed on the date of the first Contribution Agreement.

Legal, Audit, Consultant and similar Expenses

Include costs, fees and expenses of EIB and EIF external lawyers, auditors, consultants (including in the context of the structuring of and the transactions and operations performed in relation to the Fund) and similar costs, fees, and expenses (including costs, fees and expenses to cover investment fees and costs for the investment of the Cash Balance).

Recovery Fee

EIB and EIF shall charge to the Fund a flat-fee recovery fee for operations that EIB or EIF needs to recover amounts or in case that it applies a restructuring. The recovery fee shall be calculated at the rate of 1% of disbursed but not recovered amounts, subject to an overall aggregate cap of zero point five (0. 5) % of Total Contributions

10. Distributions Waterfall

Any cash flows received under a debt operation of the Fund (other than amounts qualifying as Recovery or Proceeds) that are classified as principal in accordance with EIB’s accounting policies shall be allocated to the reduction of the principal outstanding of the Loan or, for EIF funded debt products, the funding line made available from EIB to EIF to perform funded operations of the Fund.

Loan means the loan/credit facility or facilities made available by the Bank to the Fund to provide financing for the underlying funded transactions.

Proceeds mean any interest, fees, profits, and Recoveries received under the underlying transactions and, for equity transactions, any reflows (including restitution of commitment and distributions).

Recoveries means moneys recovered from underlying transactions.

Proceeds and Recoveries received under an operation of the Fund shall be allocated by the Bank acting on the account of the Fund at the end of each quarter 31 March, 30 June, 30 September, 31 December between the Contributors and the EIB and EIF as follows:

(a) firstly, to EIB and EIF for Management Fees as apportioned to the quarter in accordance with ACT/360, and Recovery Fees

(b) secondly, to EIB and EIF for EIB/EIF Legal Audit, Consultant and similar Expenses

(c) thirdly, to EIB and EIF for FX hedging costs and foreclosure costs and for negative interest on EIB or EIF disbursed amounts, if any;

(d) fourthly to the EIB for the aggregate interest accrued on the Contributor liquidity facilities (if any) made available by EIB and for the aggregate negative interest on the Contributor Cash Balances, pro rata to each other;

(e) fifthly, to EIB for the accrued Funding Cost on the Loan or funding line made available from EIB to EIF and/ or in the context of the Fund;

(f) Sixthly, up to one (1. 0) % of Total Contributions, to the Operational Expense Buffer;

(g) Seventhly, to the reduction of the principal outstanding of (i) the Loan or (ii) the funding line made available from EIB to EIF to perform funded operations by allocating (A) Proceeds and Recoveries generated by the transactions funded by the Loan to the Loan and (B) Proceeds and Recoveries generated by the transactions funded by the funding line made available from EIB to EIF to that funding line and

(h) lastly, save for the paragraph immediately below, to each Contributor, pro rata to their Contribution and credited to their Dedicated Register (the “Contributor Share”).

No Contributor Share will be distributed before the end of a period of ten years starting from the effective date of the first Contribution Agreement. After this period, any residual Contributor Share will be credited to each Contributor Dedicated Register, save for 10% of that residual Contributor Share which will be retained by the EIB to cover for future expenses, costs and fees of EIB and EIF, in accordance with the waterfall.

Except for interest accrued on the liquidity facilities, any amount not paid out of the waterfall on one quarterly payment date, unless otherwise paid under the Contribution Agreement, shall remain outstanding until there are sufficient funds to pay such amount on any subsequent quarterly payment date.

Operational Expense Buffer means a buffer which shall be used to pay any shortfall in items (a) - (e) at the end of each quarter, in that order. The balance of the Operational Expense Buffer will be credited to the Contributors pro rata to their Contribution on the Dedicated Register after December 31st 2037.

Payments relating to Demands

Payments relating to Demands under the Guarantee Agreement, shall be treated as cash flows received under the relevant operation of the Fund, except for unfunded transactions, for which such proceeds shall be allocated to the payment of the demands made under these unfunded transactions (including the payment of any fees or costs linked thereto).

Miscalculations

If any mistakes or incorrect determinations (including as a result of inaccurate information provided final beneficiaries or other third parties) have been made by the EIB in relation to the calculation or allocation of any amounts under this Agreement, the parties agree that EIB shall, as soon as it becomes aware of such mistakes or incorrect determinations, rerun any such calculations or allocations in order to correct such mistakes or errors and when necessary, claw back any amounts unduly paid or distributed to any Contributor.

The Fees and Waterfall sections might be discussed and revised at the first or subsequent Contributors’ Committees.

11. Amendments to Fund Description

This Fund Description may be amended from time to time, subject to approval of the Contributors’ Committee of the fund in accordance with the voting rules set out in Article 5 (8) of the Platform Rules.

EIB may, at its own discretion, amend the provisions of this Fund Description to the extent such amendments result from the change in EIB’s and EIF’s rules and policies or from the regulations applicable to EIB’s and EIF’s activities or from the decisions of EIB’s and EIF’s Governing Bodies (“Obligatory Amendments”). If one or more Contributors object(s) to the introduction of the Obligatory Amendments, these Contributors can engage into discussions with EIB regarding the Contribution Agreement they entered into with EIB, if the Obligatory Amendments:

(i) prevent such Contributor(s) continuing to participate in the Fund in compliance with the laws and regulations applicable to it;

(ii) require the Contributor(s) to increase the amount of their Contributions; or

(iii) substantially increase their costs of further participation in the Fund.

12. Special Provisions

The following variations from the Platform Rules or additional arrangements shall apply in relation to the Fund:

12.1 Contributors

In relation to Article 3.1. of the Platform Rules, any Member State of the European Union shall be an eligible Contributor for purposes of the Guarantee Fund. In addition, institutions of the European Union or institutions created by Member States of the European Union can also make Contributions to the Fund.

12.2 Governance

Acknowledging the exceptional nature of the instrument, higher decision-making thresholds than under standard Platform Rules will be applied. Decisions on the use of the guarantee for individual transactions outside the global authorisations will be taken by a qualified majority of contributions, i.e. 50% of contributors representing 2/3% share of contributions.

Key strategic decisions, including changes in the product or beneficiary mix as set out in sections 3 and 4 of this Fund Description, require a supermajority of contributions, i.e. 50% of contributors representing 80% share of contributions.

12.3 Currency of Contributions and fees

All Contributions as well as fees will be paid in EUR.

12.4 Due Diligence process and EIB Group processes

In light of the extraordinary situation, namely the severe travel limitations, as well as the need for swift channelling of the Fund to the real economy, simplified (namely desk-top) due diligence can be used under certain circumstances. Such circumstances will be clearly spelled out as part of approval process.

12.5 Workouts and restructurings

In relation to operations comprising an investment, EIB and EIF are authorised, including in the context of an insolvency or restructuring of an investee, and/or for the purposes of improving the collectability or recovery of any claims against any, and/or to avoid any default by an investee, to amend the terms and conditions of any operation supported by the Fund, and to grant any waiver or forgiveness, even if such amendment, waiver or forgiveness causes a loss to the Fund, provided that EIB or EIF has acted in accordance with its rules, policies and procedures, as applicable.

Indirect Operations will envisage full delegation to the Financial Intermediary with respect to servicing of the underlying exposures. The Financial Intermediary will need to act in accordance with its rules, policies and procedures, applicable from time to time.

12.6 Guarantee servicing fee

To minimise crowding out and to ensure compliance with EU State Aid Framework, some of the EIB Group proposed products will be implemented on a remunerated basis. The guarantee servicing fees will be applied and charged to the Financial Intermediaries.

12.7 Risk appetite for Financial Instruments

The fund will be continuously managed so as to keep ex ante net expected loss on guarantee commitments at 20% for the Fund as a whole. The EIBG will put in place a strong ex ante risk-management system and ensure regular ex post reporting to the Contributors Committee on all matters related to risk.

Risk appetite for EIB Financial Instruments

The Fund is designed to be a high-risk intervention and the underlying operations are expected to present a higher level of risk for the Fund than that generally taken by EIB in relation to operations it carries out at its own risk. As a result, Article 12.3 (The Bank acting in specific circumstances) of the Platform Rules shall apply.

Due to the specific characteristics of the operations to be financed or guaranteed by the Fund, EIB’s rules, policies and procedures applied to operations it carries out at its own risk shall not be applicable to the operations, including the provisions of EIB’s Credit Risk Guidelines (“CRGs”), the EIB’s Equity Risk Guidelines (“ERGs”) and the pricing and valuation methodology applicable to operations EIB carries out at its own risk.

EIB shall apply the provisions laid down in the general mandate risk principles for impact finance mandates, included in the relevant section of the CRGs and ERGs. When applying the provisions referred to in this paragraph, EIB shall:

(a) Make a Qualitative Assessment (i) in case of Indirect Operations of the suitability of an eligible Financial Intermediary’s risk management framework, systems policies and procedures to implement operations and enter into the relevant sub-operations or the final recipient transactions and (ii) in case of Direct Operations, of the soundness of the investment rationale and plausible business viability of such operations;

(b) Set a pricing of the operations under the Fund using its expert judgement taking into account its Qualitative Assessment and consistent with the Fund’s objectives and, if applicable, after reviewing the pricing of co-financiers taking similar risk to the financial product on the operation, and State Aid rules where applicable. For these financial products, the Contributors and EIB acknowledge that there is no established market for this type of operations. The pricing of the operations under the Fund may be different from the pricing applicable to operations EIB carries out at its own risk.

(c) For Indirect Operations, fully delegate implementation of the transactions, including the pricing of the (sub-) operations to the Financial (Sub-) Intermediaries to apply their own rules, policies and procedures. The Financial (Sub-) Intermediaries may be required to adjust certain terms or their pricing in order to pass on any financial advantage to the final recipients under the transactions. For some products, the Financial (Sub-) Intermediaries shall charge a flat fee to the final recipients. The level of delegation to the Financial (Sub-) Intermediaries to apply their own rules, policies and procedures may exceed the one applicable to operations the EIB carries out at its own risk.

Whereby a “Qualitative Assessment” is defined as “the risk assessment performed by the EIB in accordance with the general mandate risk principles for impact finance mandates included in the relevant section of the CRG or the ERG, and as further described in this article”.

An adjusted financial monitoring, restructuring and recovery management from what applicable to operations EIB carries out at its own risk shall be applicable to the operations under the Fund.

In case of Indirect Operations, the financial monitoring, restructuring and recovery management shall be

(i) adjusted from what is applicable to operations that EIB carries out at its own risk;

(ii) shall be fully delegated to the Financial (Sub-) Intermediaries to apply their own rules, policies and procedures.

For financial products implemented by EIF, EIF will apply its rules, policies and procedures for such financial products which may differ from the rules, policies and procedures applied to operations EIF carries out for its own operations.

The foreign exchange risk arising from any conversion in the context of operations under the Fund shall be borne by the Fund.

The Contributors acknowledge and accept (i) the risk of full loss both at the level of the Financial (Sub-) Intermediaries and of the final recipient, and (ii) a lack of a risk-commensurate return for the operations under the Fund.

Agreed upon procedures for specific financial products under the Fund may be developed, further describing EIB’s rules, policies and procedures applicable to the specific type of operations.

Risk appetite for EIF Financial Instruments

Given the high risk scope of intervention of the Fund, the EIF will deploy operations under the Fund typically with a higher risk than for its own operations. Agreed upon procedures as well as the risk factors for operations will apply to EIF Operations in the context of the Fund

12.8 Special Measures

Given the special purpose of EGF as a crisis response instrument, EIB may adapt its usual contractual and eligibility requirements on a ring-fenced basis to allow for operations that address the main symptoms of the current crisis like supply chain support, working capital and liquidity needs. When working with financial intermediaries under full delegation, EIB may also adapt its usual contractual requirements for monitoring, restructuring, reporting, compliance, exclusions and fraud with regards to the final beneficiaries. Any such adaptation would be clearly spelled out in the approval documents at operation level.

12.9 Negative interest rate risk

There will be two main sources of negative interest rate risk in the structure:

1- Negative interest rate risk related to upfront contributions to the Fund: Some of the Contributors may elect to make an upfront contribution to the Fund. In the current negative interest rate environment for EUR, such upfront contributions would reduce over time as a result of negative interest rates.

2- Negative interest rate risk related to recoveries or repayments from the underlying operations.

12.10 Financial, operational and risk reporting

As per the financial reporting requirements of the Fund defined under the Contribution Agreement, a cash based financial reporting is prepared and therefore no valuation of the operations of the Fund is foreseen. As foreseen under the Contribution Agreement, upon receipt of the financial reporting documents, the Contributor may request additional information related to the content of the documents. The Bank shall use its reasonable efforts to provide the Contributor with the information deemed necessary provided that the relevant information is available to the Bank and subject to having resources to gather such information.

The Contributors Committee and the Board will receive an annual Operational Report on Guarantee Fund operations. This operational report will contain a list of every supported signed operation/contract, combined with tables showing signatures per sector, per country and expected Investment Mobilised with the associated financing multiplier.

The Contributor’s Committee will receive regular ex-post reporting on matters related to risk.

12.10 EIF policies and procedures

In the context of the Fund and in particular, in relation to the assessment, approval, implementation, reporting and exit/termination of operations, EIF will apply its internal rules and procedures, where relevant as modified by the agreed upon procedures applicable to EIF Operations in the context of the Fund, as approved by EIF governing bodies.

12.11 Conflicts of Interest

The Contributors acknowledge and agree that EIF and EIB:

(i) operate, or may operate, a number of mandates (“the Mandates”) that have or may have investment objectives, strategies and policies which may overlap with the Fund investment objectives, strategies and policies;

(ii) may on its own account and/or on behalf of third parties, in the context of the Mandates, invest or recommend to such third parties the making of investments in (x) financial instruments of a similar nature to the Fund Investments or (y) Fund investments in a number of jurisdictions, including jurisdictions where the Fund will operate;

(iii) may (x) interact in other capacities with the Fund investments (for example, as an investor for the benefit of another Mandate or under own resource investments) as well as (y) provide guarantees or financing to the same eligible final beneficiaries as the Fund investments contemplated herein, including in a manner where the Fund may be subordinated to, or serve as a credit enhancement for, such other investment;

(iv) may take part in transactions in which EIF or EIB have, for its own account or for that of any of the Mandate, directly or indirectly, a material interest or a relationship of any description with another party, which involves or may involve a potential conflict with any duty it may owe to the relevant mandator;

The Contributors hereby waive any rights or defences which they might otherwise have which arise or may arise from the EIF or EIB acting in any capacity as manager of the mandates or otherwise.

Appendixes:

Appendix A - EIB Product: Risk sharing through NPB/FI

Appendix B - EIB Product: Loan Substitute Structures

Appendix C - EIB Product: Venture Debt

Appendix D - EIF Debt Products

Appendix E - EIF Equity Products

Appendix A - EIB Product: Risk sharing through NPB/FI

PRODUCT INSTRUMENT 1: PORTFOLIO RISK SHARING THROUGH NPB/FI

Appendix B - EIB Product: Loan Substitute Structures

PRODUCT INSTRUMENT 2: LOAN SUBSTITUTE STRUCTURES

Appendix C - EIB Product: Venture Debt

PRODUCT INSTRUMENT 3: VENTURE DEBT

Appendix D - EIF Debt Products

Portfolio Guarantees

Capped Guarantee

Uncapped guarantee

Counter-guarantee

Inclusive Finance Funded Instrument

Tranche guarantees and ABS Investments

Tranche guarantees on existing portfolio

ABS Investments

Forward starting Tranche guarantees on new portfolio

Diversified Debt Funds

Appendix E - EIF Equity Products

EIF COVID-19 EQUITY RESPONSE MEASURE # 1: EXISTING FUNDS TOP-UP FACILITY (TUF)

EIF COVID-19 EQUITY RESPONSE MEASURE # 2: MINIMUM & TARGET FUND SIZE FACILITY (MTS)

EIF COVID-19 EQUITY RESPONSE MEASURE # 3: REPLACING DEFAULTING LPS FACILITY (DLP)

EIF COVID-19 Equity Response Measure #4: Turnaround/Special Situation Funds (TSS)

EIF COVID-19 Equity Response Measure #5: Selective Loan Funds Facility (PCF)

Annex 1B

Platform Rules

Partnerships Platform for Funds

Rules

Version 2 - 20 November 2017

CONTENTS

1. ARTICLE 1 DEFINITIONS AND INTERPRETATION51

1.1. Definitions. 51

1.2. Interpretation. 53

2. ARTICLE 2 INTRODUCTION.. 53

2.1. Policy framework. 53

2.1.1. Main objectives. 54

2.1.2. Applicable policies, guidelines and principles. 54

2.2. Expected Results and Impact 55

3. ARTICLE 3 THE PLATFORM SET UP. 56

3.1. Eligible Contributors. 56

3.2. Contributions. 56

3.2.1. Legal Framework applicable to Contributions. 56

3.2.2. Time schedule for Contributions. 56

3.2.3. Payment of Contributions and Third Party Financing. 57

3.2.4. Allocation, administration and management of Contributions Paid. 57

3.2.5 Change in status of Contributor 58

3.3. Resources under management 58

3.4. Transfer of Resources. 58

4. ARTCLE 4 FUNDS, ELIGIBLE OPERATIONS AND INSTRUMENTSUNDER THE PLATFORM 59

4.1. Creation of a Fund. 59

4.2. Operations under the Funds. 59

4.3. Geographical Coverage. 59

4.4. Eligible Sectors. 59

4.5. Beneficiaries 60

4.6. Instruments. 60

5. ARTICLE 5 GOVERNANCE OF THE PLATFORM.. 61

5.1. Governance structure. 61

5.2. Administrator 61

5.3. Partnerships Committees. 62

5.4. Contributors’ Committees. 62

5.5. Members of the Partnerships Committees and the Contributors’ Committees 63

5.6. Meetings and conferences 64

5.7. Convening power 64

5.8. Decision-making process. 64

5.9. Agenda and documentation. 65

5.10. Minutes and disclosures. 65

5.11. Correspondence. 66

5.12. Confidentiality. 66

5.13. Remuneration. 66

6. ARTICLE 6 APPROVAL PROCESS OF OPERATIONS. 66

6.1. Design and implementation of operations. 66

6.2. Submission of operations for approval 67

6.3. Operations below a defined threshold. 67

6.4. Operations above a defined threshold. 67

6.5. Approved operations 67

7. ARTICLE 7 FEES. 68

7.1. Administration fee. 68

7.2. Instrument fee. 69

7.3. fees. 69

8. ARTICLE 8 MANAGEMENT OF OUTSTANDING BALANCE. 69

8.1. of Fund Outstanding Balance. 69

8.2. Proceeds/losses from placement of Fund Outstanding Balance. 70

8.3. Investment tools and features 70

8.4. Liability arising from management of Fund Outstanding Balance. 70

9. ARTICLE 9 ACCOUNTING AND REPORTING.. 71

9.1. Accounts 71

9.2. Financial statements. 71

9.3. Valuation. 73

9.3.1. Currencies. 73

9.3.2. Investment of Fund Outstanding Balance. 73

9.4. Reporting. 73

9.4.1. Reporting at the Fund level: 73

9.4.2. Reporting at the Platform level 74

10. ARTICLE 10 AUDIT AND CONTROL. 74

10.1. Audit 74

10.2. Control 74

11. ARTICLE 11 DURATION.. 74

11.1. Termination of a Fund and of the Platform.. 74

11.2. Payment of the Fund Outstanding Balance upon termination of a Fund. 74

12. ARTICLE 12 STANDARD OF CARE AND LIABILITY.. 75

12.1. Standard of Care. 75

12.2. The Bank acting as for its own resources and operations. 75

12.3. The Bank acting in specific circumstances 75

12.4. Liability limited to gross negligence and wilful misconduct 76

12.5. Force majeure and disturbance of business. 76

12.6. Delays. 76

12.7. Limited recourse. 76

13. ARTICLE 13 AMENDMENTS AND ORDER OF PRECEDENCE. 77

13.1. Amendments. 77

13.2. Order of precedence. 77

14. ARTICLE 14 SEVERABILITY.. 78

15. ARTICLE 15 DISPUTE RESOLUTION AND GOVERNING LAW... 78

15.1. Amicable resolution of disputes. 78

15.2. Jurisdiction. 78

15.3. law.. 78

ANNEX I RECEIPT OF THIRD PARTY FINANCING.. 79

ANNEX II ASSET MANAGEMENT GUIDELINES. 81

WHEREAS:

(1) Considering the need to increase financial flows for sustainable development, and building on the successful experience of the European Investment Bank (the “Bank” or the “EIB”) in combining its lending operations with instruments facilitating project preparation and implementation, through the Bank’s current portfolio of trust funds and blending facilities, the Bank has decided to set up an EIB-managed multi-region, multi-contributor and multi-sector Partnerships Platform for Funds (the “Platform”). The Platform is established also in anticipation of an increasing volume of funds that would require ensuring cost-efficiency of the related management activities.

(2) The principal objective of the Platform is to strengthen operational efficiency by streamlining and standardising, to the extent feasible, processes and procedures, governance arrangements, fee calculation methodologies, and reporting standards applicable to the assets under the Bank’s management in respect of this Platform.

(3) Operations under the Platform shall be organised through the contractual establishment of individual pools of assets (each a “Fund” and collectively the “Funds”). The Bank shall arrange for Funds to be set up in collaboration with interested contributors, in order to address regional and sectoral priorities. These rules (the “Platform Rules”) shall apply to each new Fund to be set up under the Platform. Moreover, a Fund description shall be provided in a contribution agreement to be entered into between each contributor and the Bank to reflect specific objectives, requirements and eligibilities applicable to each Fund.

(4) For the avoidance of doubt, despite the fact that the contractual relationship between the Bank and contributors may use terms such as “fund”, “trust” or “trust funds”, it is not the intention of the Bank to create, and these Platform Rules do not set up, any investment fund, trust or similar legal arrangement under the Platform.

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1 Definitions

“Account” means, with respect to a Contribution Agreement, the bank account indicated by the Bank in that Contribution Agreement to which the relevant Contributor shall transfer the relevant Contribution in accordance with the terms of that Contribution Agreement.

“Administrator” means the EIB in its capacity of the administrator of the Platform.

“Article” means an article of these Platform Rules.

“Business Day” means a day during which the EIB is open for business at its seat in Luxembourg.

“Contribution” means funds committed by each Contributor to a Fund established under the Platform pursuant to the Contribution Agreement.

“Contribution Agreement” means an agreement between the EIB and each Contributor based on which Contributions are to be made to a Fund under the Platform.

“Contribution Paid” means the Contribution transferred by the Contributor to the Account and received by the Bank.

“Contributor” means any Member State of the European Union as well as the European Commission, and the EFTA Countries that contribute funds to a Fund under the Platform.

“Contributors’ Committee” means a committee established in accordance with Article 5.4 of these Platform Rules.

“EFTA Countries” means countries that are members of the European Free Trade Association.

“Eligible Operations” means operations approved in accordance with Article 6.5 of these Platform Rules.

“Fund Account” means, in respect of a Fund, the account denominated in euro opened by the EIB in its books for the purpose of managing the Contributions Paid.

“Fund Description” means a document annexed to the Contribution Agreement where the objectives to be pursued under each Fund, its indicative budget, as well as eligible operations are specified.

“Fund Outstanding Balance” means, for any Fund, the balance of the respective Fund Account.

“Instrument” means each of the instruments specified in Article 4.6 of these Platform Rules.

“Legal Framework” means the Platform Rules, each Contribution Agreement and each Fund Description that constitute a legal basis for the cooperation between the EIB and the Contributors in relation to the management of Contributions.

“Partnerships Committee” means a committee established in accordance with Article 5.3 of these Platform Rules.

“Platform Outstanding Balance” means the sum of the Fund Outstanding Balances.

“Resources” means the sum of (i) the aggregated amount of any Contribution Paid, (ii) any revenues and repayments generated by the activities of the Platform and credited to the relevant Fund Account, and (iii) any revenues generated by the asset management by the EIB of the assets constituting the Platform Outstanding Balance and credited to the relevant Fund Accounts, pro-rata the Funds Outstanding Balances.

“Third Party” means any entity other than those defined as Contributors, such as a country other than a Member States of the European Union and EFTA Countries, international financial institutions, funds, foundations, private sector and banking entities contributing funds to a Fund under the Platform.

“Third Party Agreement” means an agreement pursuant to which Third Party Financing is contributed to a Fund under the Platform, as defined in Article 2 of Annex I “Receipt of Third Party Financing” to these Platform Rules.

“Third Party Financing” means funds contributed to a Fund under the Platform by a Third Party, subject to the provisions of Annex I “Receipt of Third Party Financing” to these Platform Rules.

“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.

1.2 Interpretation

Subject to Article 1.1 of these Platform Rules and save where the context otherwise requires:

a) capitalised terms and expressions defined in the Preamble have the same meaning throughout these Platform Rules, unless herein otherwise defined;

b) words denoting:

(i) the singular number only shall include the plural number also and vice versa;

(ii) one gender only shall include the other gender; and

(iii) persons only shall include firms and corporations and vice versa.

c) any provision of any primary or derivative legislation shall be deemed also to refer to any modification thereof;

d) headings shall be ignored in construing these Platform Rules; and

e) the Annexes form an integral part of these Platform Rules and shall have effect accordingly.

ARTICLE 2

INTRODUCTION

The Platform is set up by the EIB to administer externally contributed resources that shall be used to facilitate the EIB’s activities across the full range of countries and sectors and using the full range of instruments described in Article 4.6 of these Platform Rules, through the establishment of the respective Funds under the Platform.

2.1 Policy framework

Operations supported with the resources contributed to the Funds established under the Platform shall be consistent with the objectives, policies, guidelines and principles, as amended from time to time, applicable to the EIB’s activities, and including, but not limited to, the following:

2.1.1 Main objectives

Main objectives include the following:

a) Promoting growth and development in beneficiary countries;

b) Supporting the EU enlargement;

c) Supporting strategic partnerships and security;

d) Reducing and eventually eradicating poverty;

e) Supporting the achievement of the Sustainable Development Goals¹³ ;

f) Development of social and economic infrastructure;

g) Local private sector development;

h) Climate change mitigation and adaptation; and

i) Regional integration.

2.1.2 Applicable policies, guidelines and principles

The management of the Platform as well as of the respective Funds established thereunder shall be performed with the application of the EIB’s internal policies and guidelines, such as environmental, social and gender policies, as well as those related to anti-fraud, fight against tax evasion, tax avoidance, harmful tax practices, anti-money laundering and fight against financing of terrorism, market abuse, non-cooperation with non-transparent and uncooperative jurisdictions, procurement and transparency policies¹⁴ .

It should be noted that several cross-cutting principles are also applicable to the EIB activities, and consequently shall also be applicable to the operations supported through the resources contributed to the Funds under the Platform, including the following:

a) Protection of human rights and safeguarding against social, climate and environmental risks that should be achieved by ensuring compliance with the EIB’s environmental and social standards, as well as the EIB’s Climate Action Statement;

b) Protection of women’s rights that should be achieved through the application of the EIB’s social standards, and the promotion of gender equality and women’s economic empowerment based on the implementation of the EIB Group Gender Equality Strategy;

c) Avoiding investments being impacted by, or indeed triggering, conflict, social tensions and violence through the application of a conflict sensitivity approach to operations in fragile, conflict-affected or conflict-prone contexts;

d) Ownership that should be ensured through consultations with the beneficiary countries and ensuring the alignment and complementarity of operations with relevant regional, national and local strategies and priorities;

e) Cost-Sharing that should be achieved through ensuring that, whenever possible, final beneficiaries shall make an appropriate contribution to the operations financed under the Platform in accordance with modalities to be determined by the Contributors and the Bank;

f) Cost-Efficiency that should be achieved by ensuring that only a justifiable proportion of grants/subsidies/guarantees shall be provided along other sources of financing. It shall be ensured that the costs of implementation of the operations shall always be reasonable;

g) Sustainability that should be achieved by seeking to ensure an improved local capacity by transferring knowledge to final beneficiaries and maintaining the impact of the investment also beyond the life of the operation;

h) Catalytic Impact that should be achieved by ensuring that resources are provided only for activities that can contribute to the subsequent mobilisation of additional funds, partners, or further assistance in supported areas; and

i) Promotion of open market that should be achieved by ensuring that overcompensation is avoided and that supported operations do not distort the functioning of the market.

2.2 Expected Results and Impact

The following section provides the list of results and describes impact that the operations supported through the resources contributed to the Funds under the Platform are expected to achieve. Such results and impacts include the following:

a) Leverage of the overall investment

Appropriate leverage may allow to implement investments that would otherwise not take place, to accelerate their implementation, or to increase their chances of success. Through leverage the scope and scale of the overall investment may also be increased to deliver a larger impact than would otherwise be the case, extend the benefits to a wider group of final beneficiaries, especially the poor and vulnerable groups, and boost private sector investments that may otherwise not be engaged.

b) Economic benefits

Economic benefits include the creation or sustainability of jobs, boost of economic growth, purse of reforms and a transition to a market economy.

c) Financial benefits

Financial benefits include broadening access to finance to target groups, improvement of financial viability, lowering end-user tariffs.

d) Social benefits

Social benefits include the limitation of affordability constraints for low income households, economic inclusion and social wellbeing, gender equality, inclusive public consultations.

e) Environmental impact

Environmental impact relates to an enhanced consideration of the environmental dimension of the investment and higher environmental standards achieved.

f) Promotion of innovation

Promotion of innovation includes focus on innovative proposals, which do not necessarily require large amounts of resources but can provide high value added to the beneficiary countries, and operations aimed at supporting vulnerable groups through innovation (e.g. digital technology and financial inclusion of women).

g) Other benefits

Other benefits may include positive externalities realised by the operation, which would not happen without the presence of the funding component, including addressing market failures and avoiding market distortions, decentralization and commercialization activities.

ARTICLE 3

THE PLATFORM SET UP

3.1 Eligible Contributors

Any Member State of the European Union as well as the European Commission, and the EFTA Countries can make Contribution(s) to a Fund under the Platform.

Third Party Financing is subject to approval by the EIB and the relevant Fund’s Contributors’ Committee. Third Parties shall enter into a Third Party Agreement with the Bank for the purpose of contributing Third Party Financing to a Fund under the Platform. Unless otherwise provided in these Platform Rules or in Annex I “Receipt of Third Party Financing” to these Platform Rules, or unless otherwise agreed by the parties to a Third Party Agreement, these Platform Rules shall apply to each Third Party.

3.2 Contributions

3.2.1 Legal Framework applicable to Contributions

Contribution(s) shall be contributed by each Contributor pursuant to a Contribution Agreement which shall specify the amount of the respective Contribution and its payment schedule.

Objectives to be pursued under each Fund, its indicative budget, as well as eligible operations shall be defined in the Fund Description annexed to the Contribution Agreement.

By entering into a Contribution Agreement, the Contributor shall be deemed to acknowledge, agree, and undertake to continuously comply with any and all terms and conditions of these Platform Rules.

3.2.2 Time schedule for Contributions

Contributions can be provided at any time during the term of a Fund under the Platform, upon execution of a Contribution Agreement between the Bank and the relevant Contributor and subject to the terms thereof. A Contributor may at any time increase the amount of its Contribution upon the execution of a further Contribution Agreement between the Bank and the Contributor and subject to the terms thereof. The provisions of these Platform Rules relating to Contributions shall apply equally to additional Contributions with respect to that same Fund.

By entering into a Contribution Agreement, the Contributor irrevocably and unconditionally undertakes to make the Contribution described therein on the relevant Contribution payment dates, as defined in the Contribution Agreement, and allow the EIB, as the Administrator, to proceed with the allocation of the relevant Contribution Paid, subject to any fees, costs, charges, and losses, to operations according to the scheduled payment dates specified in that Contribution Agreement.

3.2.3 Payment of Contributions and Third Party Financing

Each Contribution and each Third Party Financing shall be (a) denominated and paid exclusively in euro and (b) paid by the relevant Contributor or Third Party, as the case may be, in accordance with the terms of the applicable Contribution Agreement or Third Party Agreement, in the form of:

(i) a single instalment; or

(ii) in several instalments as set out in the relevant Contribution Agreement or Third Party Agreement.

On an exceptional basis specific payment modalities may be defined in the relevant Contribution Agreement or Third Party Agreement.

Each Contributor shall transfer the payable Contributions or Third Party Financing directly to the Account or the bank account indicated by the Bank in the relevant Third Party Agreement.

3.2.4 Allocation, administration and management of Contributions Paid

Each Contributor hereby authorises and appoints the Bank to act as the Administrator of the Platform to:

a) provide the services described in these Platform Rules and in particular, the allocation (in accordance with Article 5.2 of these Platform Rules) of the Contributions Paid, the administration and the management of the Resources;

b) credit the Resources to the relevant Fund Account; and

c) debit from the relevant Fund Account any amount (i) to be disbursed for the purpose of the activities of the Platform, (ii) due to the EIB in accordance with the Legal Framework (in particular, Article 7 of these Platform Rules), (iii) repaid to any Contributor, (iv) corresponding to any fees, losses, and costs arising out of the treasury management (including, but not limited to, fees, losses, and costs charged by the Unitary Fund), and (v) corresponding to any applicable charge.

The Bank shall ensure that the Contributions Paid are allocated, and the Resources administered and managed with the same diligence as the Bank's own resources and operations and in accordance with the Legal Framework¹⁵ . In particular, the Bank shall promptly upon receipt of the Contributions on the Account, allocate the Contributions to a specific Fund in accordance with the terms of the Contribution Agreement.

The Contributions Paid shall, for and in relation to each Fund, be kept in separately and segregated from any and all of the Bank's own resources and from any other Contributions Paid allocated to another Fund or other assets held by the Bank in any capacity. Any cash held on the Account is held at the risk of the Contributors.

Each Contributor acknowledges and agrees that the Contributions may be allocated by the Bank on a non-refundable basis, depending on the Instrument used to carry out the operations of an individual Fund, and that a part or all of their Contribution may not be repaid to them. Each Contributor acknowledges and agrees that it is its intention to invest in such Instruments and the Bank shall not be held liable towards the Contributors for the repayment of the Contributions should all or part of these Contributions be invested on a non-refundable basis and each Contributor agrees to hold the Bank harmless in such a situation.

The Bank shall report on its administration and management of the Resources to the Contributors in accordance with the provisions of Article 9 of these Platform Rules and with the Legal Framework.

3.2.5 Change in status of Contributor

If a Contributor changes its status (for example by ceasing to be a Member State of the European Union or an EFTA Country) with the result that, after having become a Contributor, it ceases to fall within the definition of "Contributor" set out in Article 1, it shall nonetheless remain a Contributor with the full rights and privileges of a Contributor. It shall not be a Third Party for the purposes of the Legal Framework and its Contributions shall not be Third Party Financing. This provision shall apply in respect of all Contributions to all Funds under the Platform, whether the applicable Contribution Agreement was signed before or after the change in status of the Contributor.

3.3 Resources under management

Each Contributor acknowledges and agrees that: (i) any investment carried out by the Bank, including any investment in the Unitary Fund, is subject to fees, losses and costs, which are to be borne by the Resources, and (ii) the amounts available for financing operations through the Funds under the Platform may be lower than the Resources.

The Resources shall be managed in accordance with the principles of sound financial management and shall be invested in accordance with Article 8 of these Platform Rules.

3.4 Transfer of Resources

A Fund Outstanding Balance may be partially or fully transferred from one Fund to (an) other Fund(s), and to (an) other Instrument(s), provided that the EIB and the respective Contributor(s), agree on this transfer. In cases where a Fund Outstanding Balance is transferred, partially or totally, from one Fund to another, the Bank shall decide if any charges shall be applied to the transferred Fund outstanding Balance, or a portion thereof, to ensure for the recovery of administrative costs and direct expenses.

ARTICLE 4

FUNDS, ELIGIBLE OPERATIONS AND INSTRUMENTS UNDER THE PLATFORM

4.1 Creation of a Fund

The Bank may establish a new Fund under the Platform at its discretion and may take such a decision on the basis of, among others, the needs and requests of existing or potential Contributors. Each Fund shall be established in accordance with these Platform Rules and any specific rules set out in the relevant Fund Description, as applicable and agreed between the Bank and the relevant Contributor(s).

For each Fund created, the Bank shall open a Fund Account and shall operate the respective Contributions Paid in accordance with Article 3.2.4 of these Platform Rules.

4.2 Operations under the Funds

The operations supported through the Contributions made to the Funds under the Platform shall be selected and administered in accordance with the EIB’s mandate and the objectives in all countries where EIB is operational. The Bank shall originate, identify, and structure operations, based on demand from eligible project promoters, in accordance with the eligibility criteria defined in the Fund Description.

Such operations can cover a broad geographic and sectorial scope and various types of assistance Instruments, of which a selection shall be made for each Fund.

In relation to each Fund under the Platform the eligible regions, countries, sectors, beneficiaries and Instruments shall be specified in the Fund Description.

4.3 Geographical Coverage

All countries in which the EIB is mandated to operate in are eligible for financial support from Contributions made to the Funds under the Platform, both within and outside of the EU¹⁶ .

4.4 Eligible Sectors

Legal activities in all economic sectors are eligible for financial support from Funds under the Platform, with the exclusion of activities with a negative social or environmental impact, not addressed by mitigation plans approved by the competent authorities and specifically excluded from EIB lending, as per the EIB internal procedures¹⁷ . Sector coverage shall duly take into consideration the relevant EU regional and country strategies.

4.5 Beneficiaries

Typical beneficiaries of the funding provided under the Platform shall be both public and private sector entities such as:

(i) states and other public sector entities;

(ii) public enterprises managed in accordance with market principles;

(iii) financial intermediaries such as commercial banks, financial institutions, private equity funds and micro-finance institutions;

(iv) local and/or foreign private enterprises (large enterprises, project finance vehicles, SMEs and mid-caps); and

(iv) non-governmental organisations.

4.6 Instruments

The following Instruments may be deployed within the Funds under the Platform (the below list is not exhaustive and may be updated unilaterally by the Bank from time to time):

(i) Technical assistance: an instrument aimed at supporting preparation and implementation of investments through institutional capacity building and the financing of e.g. pre-feasibility and feasibility studies, design and tender documents, institutional and legal appraisals, environmental and social impact assessments, project management, as well as financing upstream studies, gender analysis or advisory services to beneficiaries.

(ii) Investment grants: non-reimbursable contribution to finance tangible or intangible components of an infrastructure project or venture, in joint or parallel co-financing with financing from other investors. In particular, the investment grants may decrease the investment costs for a beneficiary through financing a part of the investment or through an increase of the concessionality of the financing package of a given project. They may also target specific project components which have substantial demonstrable social or environmental benefits or which can mitigate negative environmental or social impacts.

(iii) Interest rate subsidies: the provision of a grant amount to an investor financing an operation to enable it to make long-term finance available in flexible ways that reduce the total amount of debt service to be paid by the borrower. Such subsidies can therefore be applied upfront or over time. In either case, such grants should aim to minimise market distortions. Financing operations benefiting from interest rate subsidies shall be in line with the EU position on debt sustainability in low income countries, where applicable.

(iv) Financial instruments: including but not limited to guarantees (including loan guarantee cost financing and insurance premia), equity or quasi-equity investments or participations, and risk-sharing instruments.

(v) Direct exchange: focused on strengthening the capacity of public and private sector organisations and groups via secondments, internships, and other activities which increase their knowledge, skill level and/or efficiency.

ARTICLE 5

GOVERNANCE OF THE PLATFORM

5.1 Governance structure

The Governance structure of the Platform shall consist of:

(i) the Administrator;

(ii) Partnerships Committees at Platform level; and

(iii) Contributors’ Committee at Fund level.

5.2 Administrator

The Administrator shall receive Contributions Paid and manage the respective Resources (including the management of the Fund Outstanding Balance), in accordance with the Legal Framework and the Bank’s policies and procedures applicable to the administration of the assets stemming from the Contributions Paid.

The Administrator is responsible for ensuring that operations supported under each Fund under the Platform are compliant with the Fund Description for that Fund and with these Platform Rules.

Roles and responsibilities of the Administrator include the following:

(i) administering Eligible Operations, including entering into agreements with beneficiaries, where appropriate;

(ii) preparing documents for the Bank’s Governing Bodies’ approval;

(iii) organizing meetings of each Contributors’ Committee and of the Partnerships Committees;

(iv) preparing and circulating minutes of meetings of the Contributors and Partnerships Committees;

(v) handling written procedures in accordance with Article 5.8 of these Platform Rules;

(vi) compiling progress reports of operations and financial statements for distribution to each Contributors’ Committee; preparing the Platform’s annual Contributors’ report and other relevant documents necessary to allow the Partnerships Committee and each Contributors’ Committee to carry out their respective duties;

(vii) informing each Contributors’ Committee about operations and activities financed from Third Party Financing;

(viii) providing guidance on the functioning of Platform and the underlying Fund processes and requirements;

(ix) preparing proposed amendments to the Fund Description of a specific Fund for decision by the Contributors’ Committee;

(x) proposing amendments to the provisions of the Platform Rules, in consultation with Contributors, where appropriate;

(xi) supporting each Contributors’ Committee in commissioning reviews and evaluations;

(xii) ensuring that, in communicating internally and externally, in its publications, in communication with beneficiaries, countries and other entities as well as the media, appropriate visibility is given to the Platform and its Contributors;

(xiii) carrying out such other functions as may be necessary for the efficient administration of the Platform and the Funds created thereunder, except for functions which pertain to the competence of the relevant Contributors’ Committee and which have not been delegated to the Bank; and

(xiv) liaising and coordinating, to the extent necessary to fulfil its role, with Contributors and other relevant parties.

The Bank, as Administrator, operates in accordance with applicable EIB policies and procedures. It is accountable to the Contributors’ Committees for the performance of its obligations in accordance with Article 12 of these Platform Rules, and is serving as the liaison between the Contributors’ Committees and the respective departments at the Bank. In this respect, the Administrator handles Funds’ operations in accordance with the EIB’s Access to Information Policy available on the website of the Bank http://www.eib.org/attachments/strategies/pai_ips_en.pdf.

5.3 Partnerships Committees

Contributors to the Funds shall be invited to meetings of the Partnerships Committees as organised from time to time at the Platform level for thematic and geographical windows, to discuss and provide strategic guidance to the EIB, advise on the operation of the Platform and on the opportunity to create new Funds.

The Partnerships Committee is solely an advisory body with no decision making power in relation to either the Platform or any Fund under the Platform.

5.4 Contributors’ Committees

For each Fund under the Platform a Contributors’ Committee shall be set up. The main role of each Contributors’ Committee is to oversee activities under the respective Fund and to approve specific operations supported through the Contributions made to such Fund. Decisions of each Contributors’ Committee on operations shall be made either by tacit procedure or during meetings, as further described in Article 5.8 of these Platform Rules.

The roles and responsibilities of the Contributors’ Committee include the following:

(i) approving proposed operations within 15 Business Days of their receipt on a tacit basis, as applicable in accordance with Article 5.8 of these Platform Rules;

(ii) approving Third Party Financing;

(iii) approving redemption (to the Contributors) or reallocation (to another Fund) of remaining Contributions Paid in the relevant Fund upon its termination;

(iv) approving any amendment to the Fund Description, including any prolongation of the Fund;

(v) approving minutes of the Contributors’ Committee meetings within 15 Business Days of their receipt;

(vi) reviewing reports on operations submitted by the Administrator within 30 Business Days of their receipt;

(vii) approving the consolidated financial statements submitted by the Administrator within 30 Business Days of their receipt; and

(viii) exercising other functions that may be necessary from time to time to contribute to the achievement of the objectives of the Fund.

5.5 Members of the Partnerships Committees and the Contributors’ Committees

Each Contributor to a Fund is entitled to designate a member that shall represent such Contributor in the Partnerships Committee and the Contributors Committees. The Bank shall also be represented in the Partnerships Committee and in each of the Contributors’ Committees. Unless otherwise decided by the Bank and the Contributors Committees, Third Party Financing pursuant to Article 3.1 of these Platform Rules does not entitle the respective Third Parties to be represented in the Partnerships Committees and the relevant Contributors’ Committee and to attend their meetings.

Contributors shall each appoint a member and an alternate member (the later only participating in a meeting in the case of absence of the member) and communicate in writing their names and contact details to the Bank within 30 Business Days following the execution of the Contribution Agreement. Each Contributor shall inform the Bank about a replacement of a member or an alternate within 30 Business Days of their appointment. Both the member and the alternate shall be authorised to exercise the Contributor’s rights in the Partnerships Committees and in each of the Contributors’ Committees. The member or the alternate, in the absence of the member, may be accompanied by no more than one advisory staff.

An individual may at the same time serve as a member or an alternate of more than one Contributor in the Partnerships Committees and/or each relevant Contributors’ Committee subject to the non-objection of the Bank.

No voting rights shall be granted to other persons than the designated members and alternates.

The number of the Bank’s representatives attending the meeting of the Partnerships Committee and the Contributors’ Committees shall not be limited.

If the European Commission becomes a Contributor to any of the Funds under the Platform, it shall be treated, for the purposes of these Platform Rules, as any other Contributor.

Each Partnerships Committee and each Contributors’ Committee shall have a chairperson appointed by the EIB within 15 Business Days prior to the first scheduled meeting of such Partnerships Committee and each Contributors’ Committee or prior to the submission of first proposals for decision by the tacit procedure, as applicable. Such an appointment shall be communicated by the EIB to all the Contributors. A chairperson may be replaced by the EIB at its sole discretion at any time. The chairperson may invite representatives of governments, other institutions and entities to attend specific agenda items of meetings of the Partnerships Committees or the Contributors’ Committees as observers.

5.6 Meetings and conferences

Meetings of the Partnerships Committees and the Contributors’ Committees that may take place from time to time shall be organised in the Bank’s headquarters in Luxembourg, or in such other place as may be indicated by the Bank.

It is foreseen that an annual conference shall be organised once per annum, open for all Contributors and aimed at promoting the activities under the Funds and creating an opportunity for fund-raising.

Concurrently with such an annual conference, the Partnerships Committees shall meet within thematic and geographical windows, with the aim to discussing and advising on strategic issues, overall orientations and priorities. Contributors Committees shall meet on a needs be basis either physically or via video conference.

5.7 Convening power

The chairperson of each Contributors’ Committee may convene meetings at any time at his own initiative or if so decided in a previous meeting of the Contributors’ Committee, or at the request of the Contributors to the relevant Fund, whose Contributions Paid account for not less than one-third of the aggregate amount of all Contributions Paid in the relevant Fund. The Contributors’ Committees may conduct business electronically via email or with the use of other devices or services that may be indicated by the Bank and made available to the Contributors.

5.8 Decision-making process

Unless otherwise agreed in the Fund Description, decisions of the Contributors’ Committees are made as follows:

a) during meetings, audio- or video conference meetings. Decisions taken during meetings are deemed binding if adopted by consensus. If no consensus can be reached, decisions can only be approved by Contributors representing at least:

(i) 2/3 of the total amount of the Contributions Paid actually received by the Bank since the inception of the Fund from the Contributors present or represented at such a meeting; and

(ii) one-half plus one of the total number of Contributors to the Fund;

or

b) in writing, through a tacit procedure where the Contributors shall be given 15 Business Days to vote following the receipt of the draft decision and the corresponding documents. Written procedure requests may be submitted, with corresponding documentation, at any time. Such requests are deemed approved unless Contributors representing more than 1/3 of the total amount of the Contributions Paid to the Fund reject the proposed decision. The Chairperson shall inform the members and alternates of each Contributors’ Committees of the respective outcome of the written procedure at the next meeting of the Contributors’ Committee and in cases where no meeting is foreseen to take place within 90 Business Days following the adoption of the decision, the Bank shall inform the Contributors in writing within 30 Business Days following the adoption of the decision. Rejected decision by way of written procedure shall be discussed at the next meeting of the Contributors’ Committee. In exceptional circumstances, the 15 Business Days period for tacit approval may be shortened by the chairperson in duly justified cases but in any case shall not be shorter than 5 Business Days.

In relation to each Fund, Contributors representing not less than (i) one-half plus one, of the Contributors who have entered into a Contribution Agreement with the Bank relating to that Fund and (ii) one-half plus 1% of the aggregate amount of all Contributions Paid in relation to that Fund since its inception, shall constitute a quorum at meetings of the relevant Contributors’ Committee.

Representatives and alternates shall notify the Bank in writing of any comments or requests for further information and of any potential conflict of interest with regard to one or more points on the agenda, at least 5 Business Days before the date of the meeting. They shall withdraw from the voting on the items in case of which the potential conflict of interest has been identified.

If a Contributor identifies that it has a potential conflict of interest in relation to a request for a decision to be taken by written procedure, it shall inform the chairperson of that potential conflict of interest. The chairperson shall decide whether or not the Contributor in question shall be permitted to vote on the written procedure and may decide that the decision must be submitted to a meeting of Contributors.

5.9 Agenda and documentation

Prior to any meeting of the Contributors’ Committee, the Administrator shall prepare an agenda and relevant documentation and provide them to each Contributor’s designated member and alternate in electronic form 15 Business Days prior to the meeting.

5.10 Minutes and disclosures

Issues discussed during the Contributors’ Committee meeting and decisions made shall be recorded in the minutes of the meeting prepared by the Administrator. Draft minutes are circulated by the Administrator within 30 Business Days after the meeting to each member and alternate, for approval and/or comments, if any. Should amendments be requested by Contributors, the Administrator shall prepare and distribute final minutes for approval within 15 Business Days to all members and alternates of the Contributors’ Committee.

In case of disagreements that cannot be resolved, the proposed amendment to the minutes shall be annexed to the minutes. The minutes shall, as a minimum, state the time and venue of the meeting, as well as the participants, the proceedings and the decisions adopted. If a decision is not unanimous, it shall be stated who voted for and who voted against. Minutes shall be signed by the Chairman. Minutes, shall, unless the contrary is proved, be conclusive evidence of the proceedings at a meeting.

5.11 Correspondence

Correspondence concerning the meetings shall be addressed to the Administrator. All notices, correspondence or documents to be transmitted pursuant to these Platform Rules may be transmitted using electronic mail or delivered via standard mail.

5.12 Confidentiality

Any persons attending Partnerships or Contributors’ Committees’ meetings shall be required to observe the confidentiality of the Committees’ work and deliberations. They shall not divulge any confidential information coming to their knowledge during the performance of their duties to persons outside the Bank or the Partnerships or Contributors’ Committees other than to persons assisting them in the performance of their duties, provided that such persons are subject to the equivalent duty of confidentiality. Documents relating to such work and deliberations shall be for the use of those to whom they are addressed, who shall be responsible for their safekeeping and the preservation of their confidentiality.

The minutes of meetings of Contributors, and decisions taken by written procedure, shall be considered confidential; however, the Bank or the chairperson of any Contributors’ Committee may publish or disclose decisions taken by the Contributors.

5.13 Remuneration

Contributors do not receive remuneration and shall cover their own costs of participation unless otherwise decided in relation to any Fund by the Contributors of that Fund.

ARTICLE 6

APPROVAL PROCESS OF OPERATIONS

6.1 Design and implementation of operations

In order to ensure the quality of operations, the Bank shall make available Bank’s staff that will provide project expertise and high professional capacity and carry out the processes necessary to establish, implement and administer the operations efficiently.

The Bank shall ensure that projects submitted for financing are technically, economically and financially viable. All projects undergo an ex-ante due diligence performed by sector experts and are monitored on a regular basis according to the Bank’s monitoring procedures and guidelines.

Implementation is embedded into the different Bank departments, and the EIB staff includes, among others, loan officers, financial monitoring officers, sector specialists in charge of the design and monitoring of the technical substance of the project as well as providing oversight of climate, social and environmental considerations including gender equality, procurement, legal, financial and other issues as deemed necessary. The EIB external/local offices are also involved in all steps of the operation cycle as necessary. In addition, corporate secretariat officers shall ensure the efficient decision-making process for operational and other documents submitted to the Partnerships Committees and the Contributors Committees.

6.2 Submission of operations for approval

No operation may be submitted to the Contributors of any Fund for approval unless it has first been approved by the Governing Bodies of the Bank.

Operations cannot be presented for approval in relation to a specific Fund if the total of all Contributions Paid in respect of that Fund (including Third Party Financing, as applicable) is lower than the amount necessary to finance the operation, after deduction of actual disbursements, existing commitments and administrative fees.

6.3 Operations below a defined threshold

Unless otherwise agreed in the Fund Description, for operations financed from a Fund up to a certain threshold to be defined for each Fund in the relevant Fund Description, the Contributors’ Committee fully delegates the authority for approving the allocation of Contributions Paid to the Bank’s Governing Bodies. The Bank’s Governing Bodies’ decision on the allocation of Contributions Paid shall be guided by the eligibility criteria set out in the Fund Description.

Operations approved by the Bank’s Governing Bodies shall be communicated, for information, to each member and alternate of the Contributors’ Committee within 15 Business Days following the Bank’s Governing Bodies’ approval.

6.4 Operations above a defined threshold

Unless otherwise agreed in the Fund Description, for operations above the threshold defined for each Fund, in addition to and subsequently to the Bank’s Governing Bodies’ approval, the Contributors’ Committee shall be responsible for approving the allocation of Contributions Paid, in accordance with the decision-making process described in Article 5.8 of these Platform Rules.

6.5 Approved operations

Eligible Operations shall be placed on the list of the Eligible Operations managed by the Administrator.

An approval of an operation remains valid for 24 months. If the relevant operation has not been signed by that time, the approval shall lapse unless prolonged for one or more additional periods of up to 12 months (provided that the effect of the extensions does not prolong the authorisation to more than four years from the date of the Bank’s Governing Bodies’ approval of the operation) by either (i) the Bank alone if the total amount of the considered operation does not exceed the threshold referred to in Article 6.3 of these Platform Rules or (ii) the Bank together with the Contributors’ Committee (using the non-objection procedure) if the total amount of the considered operation exceeds the threshold referred to in Article 6.4 of these Platform Rules.

ARTICLE 7

FEES

The Bank shall apply a fee structured to cover both: (i) costs incurred in administering the Platform and all the Funds under the Platform; and (ii) costs associated with implementing different types of Instruments under the Funds. The amount of fees owed to the Bank shall be deducted directly from the Fund Account.

Unless otherwise agreed in the Fund Description, the fees charged to Contributors shall be the following:

7.1 Administration fee

Administration fee shall be calculated as follows:

(i) 1 percent on the total committed Contribution, to be deducted by the Bank from the first instalment of such total committed Contribution; and

(ii) 0.25 percent per annum, calculated at the Platform level¹⁸ on the outstanding available funds as at 31 December of the relevant year, to be deducted by the Bank within one month after the end of the financial year. The amount of the management fees charged with respect to the management of any pooled investment portfolio or any other investment product directly managed by the EIB (such as the Unitary Fund) shall be deducted from the fee computed under this section.

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.