prop · H703181 · 2020-06-10 00:00:00 — “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 of Union as well as 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 . “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. “” 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 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 “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 “Receipt of Third Party Financing” to these Platform Rules. “” means the pooled investment portfolio established by the EIB by the Deed Poll of 1 2009, as supplemented and amended from time to time and as defined in the corresponding Information Memorandum. 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. 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 of the respective Funds under the Platform. 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: 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 Goals10; f)Development of social and economic infrastructure; g)Local private sector development; h)Climate change mitigation and adaptation; and i)Regional integration. 2.1.2Applicable 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 policies11. 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 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 10The Sustainable Development Goals (SDGs) is a set of 17 "Global Goals" with 169 targets between them. Spearheaded by the United Nations through a deliberative process involving its 193 Member States, as well as global civil society, the goals are contained in paragraph 54 United Nations Resolution A/RES/70/1 of . 11Further details available on: ‐policies/ 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. of Union as well as Commission, and the EFTA Countries can make () 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 “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. 3.2.1Legal 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. 3.2.2Time 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. 3.2.3Payment 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. 3.2.4Allocation, 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 ), and (v) corresponding to any applicable charge. 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 Framework12. 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. 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. 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. 3.2.5Change in status of Contributor If a Contributor changes its status (for example by ceasing to be a of 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. Each Contributor acknowledges and agrees that: (i) any investment carried out by the Bank, including any investment in the , 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. 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. 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 12For more details refer to Article 12 of these Platform Rules. 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. FUNDS, ELIGIBLE OPERATIONS AND INSTRUMENTS UNDER THE PLATFORM 4.1Creation of a Fund 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. 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. 4.2Operations 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. 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. 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 EU13. 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 13 The information about eligible countries is available on the EIB Website: specifically excluded from EIB lending, as per the EIB internal procedures14. Sector coverage shall duly take into consideration the relevant EU regional and country strategies. 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. 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 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. 14 The list of "Excluded Activities" is available on the EIB Website: ‐activities‐2013.htm (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. GOVERNANCE OF THE PLATFORM 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. 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;