Obbligazione European Investment Bank (EIB) 0.375% ( US298785JG20 ) in USD

European Investment Bank (EIB)

100 USD ▲

Lussemburgo

US298785JG20 ( in USD )

0.375% per anno ( pagato 2 volte l'anno)

14/12/2025

Prospetto opuscolo dell'obbligazione European Investment Bank (EIB) US298785JG20 en USD 0.375%, scadenza 14/12/2025

1 000 USD

4 000 000 000 USD

298785JG2

15/06/2025 ( In 93 giorni )

La Banca Europea per gli Investimenti (BEI) è l'istituzione finanziaria dell'Unione europea che fornisce finanziamenti a lungo termine per progetti di investimento in tutta Europa e nei paesi in via di sviluppo.

L'European Investment Bank (EIB) ha emesso un'obbligazione (ISIN: US298785JG20, CUSIP: 298785JG2) denominata in USD, con un valore nominale di 4.000.000.000, scadenza il 14/12/2025, cedola semestrale allo 0,375%, quotazione attuale al 100%, taglio minimo di 1.000.

PROSPECTUS SUPPLEMENT
FILED PURSUANT TO RULE 424(B)(5)
REGISTRATION NO. 333-223825
(To Prospectus Dated May 18, 2018)

$4,000,000,000 0.375% Notes Due 2025
_______________________
Interest payable on June 15 and December 15 of each year, commencing December 15, 2020.
_______________________
The 0.375% Notes due 2025 offered hereby (the "Notes") will mature on December 15, 2025. The EIB
will not have the right to redeem the Notes before their scheduled maturity.
_______________________
Application has been made for the Notes to be admitted to the official list of and to trading on the Bourse
de Luxembourg, which is the regulated market of the Luxembourg Stock Exchange.
_______________________
PRICE OF THE NOTES 99.653% AND ACCRUED INTEREST, IF ANY
_______________________
Underwriters
Discounts and
Proceeds to

Price to Public
Commissions
the EIB
Per Note .......................................................................
99.653% 0.125%
99.528%
Total .............................................................................
$3,986,120,000 $5,000,000
$3,981,120,000
_______________________
The United States Securities and Exchange Commission, state securities regulators, the Luxembourg
Stock Exchange or any foreign governmental agencies have not approved or disapproved these Notes, or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The Underwriters below expect to deliver the Notes to purchasers in book-entry form only, through The
Depository Trust Company ("DTC"), on September 16, 2020.
CITIGROUP
DEUTSCHE BANK
TD SECURITIES

September 9, 2020

TABLE OF CONTENTS
Prospectus Supplement

Prospectus

Page

Page
Where You Can Find More Information
S-3
About this Prospectus
3
Filings
S-3
Where You Can Find More Information
3
Summary of the Offering
S-6
Forward-Looking Statements 5
Application of Proceeds
S-7
The European Investment Bank 6
Description of Notes
S-7
Use of Proceeds
9
Underwriters
S-9
Description of Securities
10
Validity of the Notes
S-11
Plan of Distribution
17
Experts S-11
Currency Conversions and Foreign Exchange Risks 17
General Information
S-11
Taxation
19

Legal Opinions
24

Experts 24

Enforcement of Civil Liabilities Against the EIB
25

Authorized Representative in the United States
26

You should rely only on the information contained in this prospectus supplement and the accompanying
prospectus. We have not authorized anyone to provide you with information different from that contained in this
prospectus supplement and the accompanying prospectus. We are offering to sell Notes and making offers to buy
Notes only in jurisdictions where offers and sales are permitted. The information contained in this prospectus
supplement and the accompanying prospectus is accurate only as of the date of this prospectus supplement,
regardless of the time of delivery of this prospectus supplement and the accompanying prospectus or any sale of
the Notes.
The information set forth herein, except the information appearing under the heading "Underwriters", is stated
on the authority of the President of the EIB, acting in his duly authorized official capacity as President.
If we use a capitalized term in this prospectus supplement and do not define the term in this document, it is
defined in the accompanying prospectus.
The Notes are offered globally for sale in those jurisdictions in the United States, Canada, Europe, Asia and
elsewhere where it is lawful to make offers. See "Underwriters".
This prospectus supplement and the accompanying prospectus include particulars given in compliance with
the rules governing admission of securities to the official list of and to trading on the Bourse de Luxembourg,
which is the regulated market of the Luxembourg Stock Exchange, for the purpose of giving information with
regard to the EIB. This prospectus supplement and the accompanying prospectus do not constitute a "prospectus
supplement" or "prospectus", respectively, within the meaning of the Luxembourg law of July 16, 2019 on
securities prospectuses. The EIB accepts full responsibility for the accuracy of the information contained in this
prospectus supplement and the accompanying prospectus and confirms, having made all reasonable inquiries, that
to the best of its knowledge and belief there are no other facts the omission of which would make any statement
herein or in the prospectus misleading in any material respect.
We cannot guarantee that listing will be obtained on the Luxembourg Stock Exchange. Inquiries regarding
our listing status on the Luxembourg Stock Exchange should be directed to our Luxembourg listing agent, Banque
Internationale à Luxembourg S.A., 69, Route d'Esch, L-2953 Luxembourg, Grand Duchy of Luxembourg.
The distribution of this prospectus supplement and prospectus and the offering of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this prospectus supplement and the
prospectus come should inform themselves about and observe any such restrictions. This prospectus supplement
and the prospectus do not constitute, and may not be used in connection with, an offer or solicitation by anyone in
any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or
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solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. See
"Underwriters".
WHERE YOU CAN FIND MORE INFORMATION
The registration statement, including the attached exhibits and schedules, contains additional relevant
information about the Notes. The rules and regulations of the SEC allow us to omit certain information included in
the registration statement from this prospectus.
In addition, we file reports and other information with the SEC under the U.S. Securities Exchange Act of
1934, as amended. You may read and copy this information at the following location of the SEC:
Public Reference Room
100 F Street, N.E.
Washington, D.C. 20549
You may also obtain copies of this information by mail from the Public Reference Section of the SEC, 100 F
Street, N.E., Washington, D.C. 20549, at prescribed rates. You may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. All filings made after December 15, 2002 are also
available online through the SEC's EDGAR electronic filing system. Access to EDGAR can be found on the
SEC's website, at http://www.sec.gov.
The SEC allows us to "incorporate by reference" information into this prospectus. This means that we can
disclose important information to you by referring you to another document filed separately with the SEC. The
information incorporated by reference is considered to be a part of this prospectus, except for any information that
is superseded by information that is included directly in this document or in incorporated documents of a later
date.
This prospectus supplement incorporates by reference the documents listed below that the EIB previously
filed with the SEC. They contain important information about us. All other documents which the EIB previously
filed with the SEC, including those listed under the heading "Where You Can Find More Information" in the
accompanying prospectus, have been superseded by these documents.
FILINGS
Annual Reports on Form 18-K ....................................... ·
For the fiscal year ended December 31, 2019, as filed
with the SEC on May 5, 2020 (File No. 001-05001)
·
For the fiscal year ended December 31, 2018, as filed
with the SEC on May 3, 2019 (File No. 001-05001)
Amendments on Form 18-K/A ....................................... ·
Amendment No. 1 to the Annual Report on Form 18-

K/A for the fiscal year ended December 31, 2019, as

filed with the SEC on May 19, 2020 (File No. 001-
05001)
·
Amendment No. 2 to the Annual Report on Form 18-
K/A for the fiscal year ended December 31, 2019, as
filed with the SEC on June 9, 2020 (File No. 001-
05001)
·
Amendment No. 4 to the Annual Report on Form 18-
K/A for the fiscal year ended December 31, 2019, as
filed with the SEC on August 10, 2020 (File No. 001-
05001)
·
Amendment No. 5 to the Annual Report on Form 18-
K/A for the fiscal year ended December 31, 2019, as
filed with the SEC on August 10, 2020 (File No. 001-
S-3

05001)
·
Amendment No. 1 to the Annual Report on Form 18-
K/A for the fiscal year ended December 31, 2018, as
filed with the SEC on May 16, 2019 (File No. 001-
05001)
·
Amendment No. 3 to the Annual Report on Form 18-
K/A for the fiscal year ended December 31, 2018, as
filed with the SEC on August 6, 2019 (File No. 001-
05001)
·
Amendment No. 4 to the Annual Report on Form 18-
K/A for the fiscal year ended December 31, 2018, as
filed with the SEC on August 27, 2019 (File No. 001-
05001)
·
Amendment No. 5 to the Annual Report on Form 18-
K/A for the fiscal year ended December 31, 2018, as
filed with the SEC on September 5, 2019 (File No.
001-05001)
·
Amendment No. 6 to the Annual Report on Form 18-
K/A for the fiscal year ended December 31, 2018, as
filed with the SEC on October 9, 2019 (File No. 001-
05001)
·
Amendment No. 7 to the Annual Report on Form 18-
K/A for the fiscal year ended December 31, 2018, as
filed with the SEC on January 14, 2020 (File No. 001-
05001)
·
Amendment No. 8 to the Annual Report on Form 18-
K/A for the fiscal year ended December 31, 2018, as
filed with the SEC on February 3, 2020 (File No. 001-
05001)
·
Amendment No. 9 to the Annual Report on Form 18-
K/A for the fiscal year ended December 31, 2018, as
filed with the SEC on February 11, 2020 (File No. 001-
05001)
·
Amendment No. 10 to the Annual Report on Form 18-
K/A for the fiscal year ended December 31, 2018, as
filed with the SEC on March 2, 2020 (File No. 001-
05001)
·
Amendment No. 11 to the Annual Report on Form 18-
K/A for the fiscal year ended December 31, 2018, as
filed with the SEC on March 4, 2020 (File No. 001-
05001)
·
Amendment No. 12 to the Annual Report on Form 18-
K/A for the fiscal year ended December 31, 2018, as
filed with the SEC on April 15, 2020 (File No. 001-
05001)
·
Amendment No. 13 to the Annual Report on Form 18-
K/A for the fiscal year ended December 31, 2018, as
filed with the SEC on April 23, 2020 (File No. 001-
05001)

The EIB incorporates by reference its Annual Reports filed on Form 18-K, as well as any subsequent
amendments thereto filed on Form 18-K/A to the extent such filings indicate that they are intended to be
S-4

incorporated by reference. Furthermore, the EIB incorporates by reference any other future filings made with the
SEC to the extent such filings indicate that they are intended to be incorporated by reference.

You can obtain any of the documents incorporated by reference in this document through us, or from the
SEC. Documents incorporated by reference are available from us without charge, excluding any exhibits to those
documents incorporated by reference in this prospectus supplement, by requesting them in writing or by telephone
from us at the following address and telephone number:

Capital Markets Department
European Investment Bank
98-100, Boulevard Konrad Adenauer
L-2950 Luxembourg
Grand Duchy of Luxembourg
Telephone: (352) 4379-1

If you request any incorporated documents from us, we will mail them to you by first class mail, or another
equally prompt means, within one business day after we receive your request. This prospectus supplement and the
accompanying prospectus will be published on the website of the Luxembourg Stock Exchange at
http://www.bourse.lu.
S-5

SUMMARY OF THE OFFERING
The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed
information appearing elsewhere in this prospectus supplement and the prospectus.
Issuer ...............................................
European Investment Bank.
Securities Offered ............................
$4,000,000,000 principal amount of 0.375% Notes due 2025 (the
"Notes").
Maturity Date ...................................
December 15, 2025.
Interest Payment Dates ....................
June 15 and December 15 of each year, commencing December 15, 2020
(short first coupon for the period from, and including, September 16,
2020 to, but excluding, December 15, 2020).
Interest Rate ......................................
0.375% per annum.
Redemption .......................................
The Notes are not subject to redemption prior to maturity.
Markets .............................................
The Notes are offered for sale in those jurisdictions in the United States,
Canada, Europe, Asia and elsewhere where it is legal to make such
offers. See "Underwriters".
Listing ..............................................
Application has been made for the Notes to be admitted to the official list
of and to trading on the Bourse de Luxembourg, which is the regulated
market of the Luxembourg Stock Exchange.
Form, Registration and Settlement ...
The Notes will be represented by the Global Note registered in the name
of Cede & Co. as nominee for DTC. The Global Note will be deposited
with a custodian for DTC. Except as described in this prospectus,
beneficial interests in the Global Note will be represented through
accounts of financial institutions acting on behalf of the beneficial
owners as direct and indirect participants in DTC. Investors may elect to
hold interests in the Global Note through DTC, if they are participants in
DTC, or indirectly through organizations that are participants in DTC.
Owners of beneficial interests in the Global Note will not be entitled to
have Notes registered in their names and will not receive or be entitled to
receive physical delivery of definitive Notes in bearer form. Initial
settlement for the Notes will be made in immediately available funds in
dollars. See "Description of Securities--Book-Entry System" in the
accompanying prospectus.
Withholding Tax ..............................
The EIB has been advised that under current United States tax law
payments of principal of and interest on the Notes may generally be
made by the EIB without withholding or deduction for United States
withholding taxes. For further details with respect to this and relevant
European tax measures, see under the heading "Taxation" in the
accompanying prospectus.

S-6

APPLICATION OF PROCEEDS
The net proceeds of $3,981,120,000 from the sale of the Notes will be used in the general operations of the EIB,
including disbursements of loans heretofore or hereafter granted by the EIB.
DESCRIPTION OF NOTES
The following description of the particular terms of the 0.375% Notes due 2025 offered hereby (the "Notes",
referred to in the accompanying prospectus as the "Securities") supplements, and to the extent, if any, inconsistent
therewith replaces, the description of the general terms and provisions to the Securities set forth in the
accompanying prospectus to which description reference is hereby made. Such descriptions do not purport to be
complete and are qualified in their entirety by reference to the Fiscal Agency Agreement, copies of which are
available for inspection at the Fiscal Agent's office at Citigroup Centre, Canada Square, Canary Wharf, London E14
5LB, United Kingdom, and to the form of Global Note filed by the EIB with the SEC.
General
The Notes will be issued under a fiscal agency agreement dated as of May 18, 2018 (the "Fiscal Agency
Agreement", as described in the accompanying prospectus), between the EIB and Citibank, N.A., London Branch,
as fiscal agent (the "Fiscal Agent").
Interest will be paid on the Notes at the rate set forth on the cover page of this prospectus supplement and will
be payable June 15 and December 15 of each year (each, an "Interest Payment Date"), with the initial payment on
December 15, 2020 (short first coupon for the period from, and including, September 16, 2020 to, but excluding,
December 15, 2020). The Notes will bear interest from September 16, 2020. The Notes are not subject to any
sinking fund or to redemption prior to maturity. Registration or transfer of Notes will be effected without charge to
the holders thereof.
If any Interest Payment Date or the maturity date is a day on which banking institutions are authorized or
obligated by law to close in New York or in a place of payment, then payment of principal or interest need not be
made on that Interest Payment Date or the maturity date. The EIB may make the required payment on the next
succeeding day that is not a day on which banking institutions are authorized or obligated by law to close in New
York or in the place of payment. The payment will be made with the same force and effect as if made on the Interest
Payment Date or maturity date and no additional interest shall accrue for the period from the Interest Payment Date
or maturity date to the date of actual payment.
Payment of the principal of and interest on the Notes made at the offices of the Fiscal Agent or any paying
agent shall be subject in all cases to any fiscal or other laws and regulations applicable thereto. Consequently,
neither the EIB nor any paying agent will make any additional payment in the event of a withholding tax being
required in respect of any payment under or in connection with the Notes. Neither the EIB nor any paying agent
shall be liable to any holder of the Notes or other person for commissions, costs, losses or expenses in relation to or
resulting from such payments. In addition to the Notes, the EIB may issue from time to time other series of
securities under the Fiscal Agency Agreement consisting of notes, bonds, debentures or other unsecured evidences
of indebtedness.
The Fiscal Agent will be responsible for:
maintaining a record of the aggregate holdings of Notes;
ensuring that payments of principal and interest in respect of the Notes received by the Fiscal Agent from
the EIB are duly credited to the holders of the Notes; and
transmitting to the EIB any notices from the holders of the Notes.
S-7

The Notes shall be governed by, and interpreted in accordance with, the laws of the State of New York, except
with respect to authorization and execution by the EIB which shall be governed by the Statute of the EIB (the
"Statute") set forth in a Protocol annexed to the Treaty on the Functioning of the European Union, as amended or
supplemented from time to time (the "Treaty").
Payment of Principal and Interest
Interest will be payable to the persons in whose names the Notes are registered at the close of business on the
date that is ten calendar days prior to each Interest Payment Date. The principal of and interest on the Notes will be
paid in such coin or currency of the United States as at the time of payment is legal tender for the payment of public
and private debts. The EIB may change or terminate the designation of paying agents from time to time. Payments
of principal and interest at such agencies will be subject to applicable laws and regulations, including any
withholding or other taxes, and will be effected by check, or, under certain circumstances, by transfer to an existing
United States dollar account maintained by such holder with a bank in New York City. Interest will be calculated on
the basis of a 360-day year consisting of twelve 30-day months unadjusted.
The EIB will redeem the Notes on December 15, 2025 at 100% of the principal amount plus accrued but unpaid
interest to date.
The EIB shall have the right at any time to purchase Notes in the open market or otherwise. Any Notes so
purchased may be resold at the EIB's discretion if not surrendered to the Fiscal Agent for cancellation.
The Fiscal Agent is not a trustee for the holders of the Notes and does not have the same responsibilities or
duties to act for such holders as would a trustee.
The Notes will be sold in denominations of $1,000 and integral multiples thereof.
Further Issues
The EIB may from time to time, without notice to or the consent of the holders of the Notes, create and issue
further notes ranking pari passu with the Notes in all respects (or in all respects except for the payment of interest
accruing prior to the issue date of such further notes or except for the first payment of interest following the issue
date of such further notes) and such further notes shall be consolidated and form a single series with the Notes and
shall have the same terms as to status, redemption or otherwise as the Notes.
Notices
All notices will be published in English in London in the Financial Times, in New York in The Wall Street
Journal (Eastern Edition) and, so long as any of the Notes are listed on the Luxembourg Stock Exchange and the
rules of that Exchange so require, on the website of the Luxembourg Stock Exchange at http://www.bourse.lu. If at
any time publication in any such newspaper is not practicable, notices will be valid if published in an English
language newspaper with general circulation in the respective market regions as determined by the EIB. Any such
notice shall be deemed to have been given on the date of such publication or, if published more than once on
different dates, on the first date on which publication is made.
Regarding the Fiscal Agent
Citibank, N.A., London Branch will be acting in its capacity as Fiscal Agent through its office located at
Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom.
S-8

UNDERWRITERS
Under the terms and subject to the conditions set forth in the underwriting agreement dated September 9, 2020
(the "Underwriting Agreement"), the underwriters named below (the "Underwriters") have severally agreed to
purchase, and the EIB has agreed to sell to them, severally, the respective principal amount of the Notes set forth
opposite their respective names below:
Principal Amount
Name
of Notes
Citigroup Global Markets Limited ..........................................................
$1,333,334,000
Deutsche Bank Aktiengesellschaft ..........................................................
$1,333,333,000
The Toronto-Dominion Bank ..................................................................
$1,333,333,000

$4,000,000,000

The Underwriting Agreement provides that the obligations of the Underwriters to pay for and accept delivery of
the Notes are subject to, among other things, the approval of certain legal matters by their counsel and certain other
conditions. The Underwriters are obligated to take and pay for all the Notes if any are taken.
The Underwriters propose initially to offer the Notes to the public at the public offering price set forth on the
cover page of this prospectus supplement.
In order to facilitate the offering of the Notes, Citigroup Global Markets Limited (or any person acting for it) as
lead stabilization agent (the "Lead Stabilization Agent") may over-allot the Notes or effect transactions with a view
to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However,
there is no assurance that the Lead Stabilization Agent (or any person acting for it) will undertake stabilization
action. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of
the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30
days after the issue date of the Notes and 60 days after the date of allotment of the Notes. Any stabilization action or
over-allotment of the Notes must be conducted by the Lead Stabilization Agent (or any person acting for it) in
accordance with all applicable laws and rules.
Certain of the Underwriters and their affiliates engage in transactions with, and perform services for, the EIB in
the ordinary course of business and have engaged, and may in the future engage, in commercial banking and
investment transactions with the EIB. In addition, as a result of upfront payments that may be made by certain of
the Underwriters in connection with some of the costs incurred by the EIB in relation to issuance of the Notes, the
actual net amounts received by such Underwriters may be lower than the Underwriters' discounts and commissions
set forth in this prospectus supplement.
The Notes are offered for sale in those jurisdictions in the United States, Canada, Europe, Asia and elsewhere
where it is lawful to make such offers.
Each of the Underwriters has represented and agreed that it and each of its affiliates has not and will not offer,
sell or deliver any of the Notes directly or indirectly, or distribute this prospectus supplement or the prospectus or
any other offering material relating to the Notes, in or from any jurisdiction except under circumstances that will
result in compliance with the applicable laws and regulations thereof and that will not impose any obligations on the
EIB except as set forth in the Underwriting Agreement.
In particular, each Underwriter has represented and agreed that:
(i) it and each of its affiliates has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage in investment activity
(within the meaning of section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) received by it
S-9

in connection with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not
apply to the EIB;
(ii) it and each of its affiliates has complied and will comply with all applicable provisions of the FSMA
with respect to anything done by it in relation to any Notes in, from or otherwise involving the United
Kingdom;
(iii) the Notes have not been and will not be qualified for sale under the securities laws of Canada or any
province or territory thereof;
(iv) it and each of its affiliates has not offered or sold, and will not offer or sell, any Notes, directly or
indirectly, in Canada or to, or for the benefit of, any resident thereof, except pursuant to available exemptions
from applicable Canadian provincial and territorial laws; and
(v) the Notes have not been and will not be registered under the Financial Instruments and Exchange Act of
Japan (Act No. 25 of 1948, as amended) (the "FIEA"), and the Notes will not be offered or sold, directly or
indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any
person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to
others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan,
except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the
FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.
The EIB does not fall under the scope of application of the MiFID II package. Consequently, the EIB does not
qualify as an "investment firm", "manufacturer" or "distributor" for the purposes of MiFID II. Solely for the
purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has
led to the conclusion that: (i) the target market for the Notes is eligible counterparties, professional clients and retail
clients, each as defined in MiFID II; and (ii) all channels for distribution of the Notes are appropriate, subject to the
distributor's suitability and appropriateness obligations under MiFID II, as applicable. Any person subsequently
offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers'
target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target
market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels, subject to the distributor's suitability and
appropriateness obligations under MiFID II, as applicable.
For the purposes of this provision, the expression "manufacturer" means any Underwriter that is a manufacturer
under MiFID II and the expression "MiFID II" means Directive 2014/65/EU, as amended.
Purchasers of the Notes may be required to pay stamp taxes and other charges in accordance with the laws and
practices of the country of purchase in addition to the issue price set forth on the cover page hereof.
Expenses associated with this offering are estimated to be $175,000.
The EIB has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the U.S.
Securities Act of 1933, as amended.
It is expected that delivery of the Notes will be made against payment therefor on or about September 16, 2020.
Trades of securities in the secondary markets generally are required to settle in two business days, referred to as
T+2, unless the parties to the trade agree otherwise. Accordingly, by virtue of the fact that the initial delivery of the
Notes will not be made on a T+2 basis, investors who wish to trade the Notes before a final settlement will be
required to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement.

S-10