Common use of Consent to Service of Process Clause in Contracts

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We hereby confirm as of the date hereof that such letter correctly sets forth the agreement between the Bank and the several Underwriters.

Consent to Service of Process. The Company irrevocably submits to the nonexclusive jurisdiction of any New York State or Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Indenture or any Security. The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in any inconvenient forum. The Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and may be enforced in the courts of Canada (aor any other courts to the jurisdiction of which the Company is subject) The Bank hereby appoints by a suit upon such judgment, provided that service of process is effected upon the Fiscal Agent under Company in the Fiscal Agency Agreement manner specified in the following paragraph or as its otherwise permitted by law; provided, however, that the Company does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any of the Securities remain outstanding, the Company will at all times have an authorized agent (the “Authorized Agent”) in The Borough of Manhattan, The City of New York upon whom process may be served in any legal action or proceeding arising out of or based upon this Agreement which may be instituted in relating to the Indenture or any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaidSecurity. Service of process upon such agent together with the Authorized Agent and mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Company set forth in the first paragraph of this Indenture or to any other address of which the Company shall have given written notice of such service to the Bank (mailed Trustee or delivered the Co-Trustee shall to the President at the seat of the Bank) shall extent permitted by law be deemed, deemed in every respect, respect effective service of process upon the Bank. (b) Notwithstanding the foregoingCompany in any such legal action or proceeding. The Company hereby appoints CT Corporation System as its agent for such purpose, and covenants and agrees that service of process in any such legal action arising out of or based upon this Agreement proceeding may be instituted by any Underwriter in any competent court made upon it at the office of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇such agent at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We hereby confirm (or at such other address in The Borough of Manhattan, The City of New York, as the Company may designate by written notice to the Trustee). The Company irrevocably waives, to the fullest extent permitted by law, all claim of error by reason of any such service (but does not waive any right to assert lack of subject matter jurisdiction) and agrees that such service (i) shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Company. Nothing in this Section shall affect the right of the date hereof that such letter correctly sets forth Trustee, the agreement between Co-Trustee or any Holder to serve process in any manner permitted by law or limit the Bank and right of the several UnderwritersTrustee or the Co-Trustee to bring proceedings against the Company in the courts of any jurisdiction or jurisdictions.

Consent to Service of Process. (a) The Bank hereby appoints Company irrevocably (i) agrees that any legal suit, action or proceeding arising out of or based upon this Agreement may be instituted in any federal or state court located in the Fiscal Agent under City of New York, (ii) waives, to the Fiscal Agency Agreement fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such proceeding, and any claim that any suit, action or proceeding in such a court has been brought in an inconvenient forum, and (iii) irrevocably submits to the nonexclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Company and the Grantors has appointed CT Corporation, as its authorized agent (the “Authorized Agent”"AUTHORIZED AGENT") upon whom process may be served in any suit, action or proceeding arising out of or based upon on this Agreement which may be instituted in any State federal or Federal state court located in the City of New York City by any Underwriter and York, expressly accepts consents to the jurisdiction of any such court in respect of such actionany suit, action or proceeding, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointmentirrevocable. The Bank will Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed Company or delivered to the President at the seat of the Bank) a Grantor shall be deemed, in every respect, effective service of process upon the BankCompany or such Grantor, as applicable. (b) Notwithstanding To the foregoing, extent that any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which Company and the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) Grantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or execution from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to which it itself or any of its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoingproperty, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank Company and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We 29 Grantors hereby confirm as irrevocably waive and agree not to plead or claim such immunity in respect of the date hereof that such letter correctly sets forth the agreement between the Bank and the several Underwriterstheir respective obligations under this Agreement.

Consent to Service of Process. (a) The Bank FMS Wertmanagement hereby appoints the Fiscal Agent under the Fiscal Agency Agreement Corporation Service Company, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the BankFMS Wertmanagement’s Authorized Agent and such successor Fiscal Agentsuccessor’s acceptance of such appointment. The Bank FMS Wertmanagement will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank FMS Wertmanagement (mailed or delivered to the President at the seat of the Bankas set forth in Section 14(a)) shall be deemed, in every respect, effective service of process upon the BankFMS Wertmanagement. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of competent jurisdiction of the jurisdiction in which Federal Republic of Germany to the Bank has its seatextent permitted by applicable law. (c) The Bank FMS Wertmanagement hereby waives irrevocably (to the fullest extent permitted by applicable law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in the Southern District of New York or any State court in the Borough of Manhattan, the City of New York, New York or in any competent court of the competent jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European UnionFederal Republic. Please confirm that you are acting on behalf of yourselves and the other several Underwriters and that the foregoing correctly sets forth the agreement between the Bank FMS Wertmanagement and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We hereby confirm as of the date hereof that such letter correctly sets forth the agreement between the Bank FMS Wertmanagement and the several Underwriters.. [—], as Underwriter and as Representative of the Several Underwriters By: We hereby confirm as of the date hereof that such letter correctly sets forth the agreement between FMS Wertmanagement and the several Underwriters. [—], as Underwriter By: We hereby confirm as of the date hereof that such letter correctly sets forth the agreement between FMS Wertmanagement and the several Underwriters. [—], as Underwriter By: We hereby confirm as of the date hereof that such letter correctly sets forth the agreement between FMS Wertmanagement and the several Underwriters. [—], as Underwriter By: Date of Underwriting Agreement: [—] Applicable Time: [—] Representative: [—] Title: [—] Notes due [—] Principal Amount: U.S.$ [—] Maturity: [—]

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that you are acting on behalf of yourselves and the other several Underwriters and that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We hereby confirm as BARCLAYS BANK PLC By: /s/ Francesca Elisabetta ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Elisabetta ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ For and on behalf of BARCLAYS BANK PLC CITIGROUP GLOBAL MARKETS LIMITED RBC CAPITAL MARKETS, LLC Date of Underwriting Agreement: September 5, 2018 Applicable Time: 10:30 a.m., New York City time Registration Statement Number: 333-223825 Representatives: Barclays Bank PLC Citigroup Global Markets Limited RBC Capital Markets, LLC Manufacturers: Barclays Bank PLC Citigroup Global Markets Limited RBC Capital Markets, LLC Title: 2.875% Notes due 2021 Principal Amount: U.S. $3,000,000,000 Maturity: December 15, 2021 Interest Rate: 2.875% per annum, payable semi-annually in arrear Currency of Security: U.S. dollars Interest Payment Dates: June 15 and December 15 of each year, commencing December 15, 2018 Record Dates: The date that is ten calendar days prior to each interest payment date Combined Underwriting and Management Commission and Selling Concession: 0.100% Purchase Price: 99.893% Public Offering Price: 99.993% Currency of Payment: U.S. dollars Method of Payment of Purchase Price: Paid by Barclays Bank PLC on behalf of the date hereof that such letter correctly sets forth the agreement between Underwriters to the Bank in same-day funds Ratings: AAA (Stable Outlook) by Standard & Poor’s Ratings Services / Aaa (Stable Outlook) by ▇▇▇▇▇’▇ Investors Service / AAA (Stable Outlook) by Fitch Ratings Funds for Payment of Purchase Price: U.S. dollars Sinking Fund Provisions: None Redemption Provisions: None Form of Security: Global securities in registered form Denomination: U.S. $1,000 Closing Date, Time and Location: September 12, 2018, 9:00 a.m., New York City time, Cravath, Swaine & ▇▇▇▇▇ LLP, CityPoint, One ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, U.K. Securities Exchange for Listing: Luxembourg Stock Exchange Underwriters’ Expense Reimbursement: None Notices to Underwriters: Barclays Bank PLC ▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn.: Debt Syndicate Citigroup Global Markets Limited Citigroup Centre Canada Square ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn.: Fixed Income Syndicate Desk RBC Capital Markets, LLC Brookfield Place 200 ▇▇▇▇▇ Street, 8th floor ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇.▇.▇. Attn.: Transaction Management/▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name and Address of Underwriter Principal Amount of Securities to be Purchased (U.S.$) Barclays Bank PLC 5 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn.: Debt Syndicate 1,000,000,000 Citigroup Global Markets Limited Citigroup Centre Canada Square ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn.: Fixed Income Syndicate Desk 1,000,000,000 RBC Capital Markets, LLC Brookfield Place 200 ▇▇▇▇▇ Street, 8th floor ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ U.S.A. Attn.: Transaction Management/▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 1,000,000,000 Total 3,000,000,000 A. Pricing Disclosure Package 1. Prospectus dated May 18, 2018 relating to the several UnderwritersNotes. 2. Final Term Sheet dated September 5, 2018 setting forth certain pricing-related terms of the Notes. B. Other Free Writing Prospectuses consented to as required under Section 5 hereof

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Slazek BARCLAYS BANK PLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ We hereby confirm as For and on behalf of BARCLAYS BANK PLC ▇▇▇▇▇▇▇ ▇▇▇▇▇ INTERNATIONAL THE TORONTO-DOMINION BANK Date of Underwriting Agreement: August 28, 2019 Applicable Time: 10:30 a.m., New York City time Registration Statement Number: 333-223825 Underwriters: Barclays Bank PLC ▇▇▇▇▇▇▇ ▇▇▇▇▇ International The Toronto-Dominion Bank Manufacturers: Barclays Bank PLC ▇▇▇▇▇▇▇ ▇▇▇▇▇ International The Toronto-Dominion Bank Title: 1.375% Notes due 2022 Principal Amount: U.S. $3,000,000,000 Maturity: September 6, 2022 Interest Rate: 1.375% per annum, payable semi-annually in arrear Currency of Security: U.S. dollars Interest Payment Dates: March 6 and September 6 of each year, commencing March 6, 2020 Record Dates: The date that is ten calendar days prior to each interest payment date Combined Underwriting and Management Commission and Selling Concession: 0.100% Purchase Price: 99.587% Public Offering Price: 99.687% Currency of Payment: U.S. dollars Method of Payment of Purchase Price: Paid by Barclays Bank PLC on behalf of the date hereof that such letter correctly sets forth the agreement between Underwriters to the Bank in same-day funds Ratings: AAA (Stable Outlook) by Standard & Poor’s Ratings Services / Aaa (Stable Outlook) by ▇▇▇▇▇’▇ Investors Service / AAA (Stable Outlook) by Fitch Ratings Funds for Payment of Purchase Price: U.S. dollars Sinking Fund Provisions: None Redemption Provisions: None Form of Security: Global securities in registered form Denomination: U.S. $1,000 Closing Date, Time and Location: September 5, 2019, 9:00 a.m., New York City time, Cravath, Swaine & ▇▇▇▇▇ LLP, CityPoint, One ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, U.K. Securities Exchange for Listing: Luxembourg Stock Exchange Underwriters’ Expense Reimbursement: None Notices to Underwriters: Barclays Bank PLC ▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn: Debt Syndicate ▇▇▇▇▇▇▇ ▇▇▇▇▇ International ▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ London EC1A 1HQ U.K Attn.: Syndicate Desk The Toronto-Dominion Bank ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ U.K. Attn.: Managing Director, Origination and Syndication Barclays Bank PLC 5 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn: Debt Syndicate 1,000,000,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇ International ▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ London EC1A 1HQ U.K Attn.: Syndicate Desk 1,000,000,000 The Toronto-Dominion Bank ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ U.K. Attn.: Managing Director, Origination and Syndication 1,000,000,000 Total 3,000,000,000 A. Pricing Disclosure Package 1. Prospectus dated May 18, 2018 relating to the several UnderwritersNotes. 2. Final Term Sheet dated August 28, 2019 setting forth certain pricing-related terms of the Notes. B. Other Free Writing Prospectuses consented to as required under Section 5 hereof

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ van Blerk ▇▇▇▇▇▇▇ van Blerk ▇▇▇▇▇▇▇ ▇▇▇▇▇ INTERNATIONAL By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ For and on behalf of BARCLAYS BANK PLC ▇▇▇▇▇▇▇ SACHS INTERNATIONAL HSBC BANK PLC Date of Underwriting Agreement: January 8, 2019 Applicable Time: 11:00 a.m., New York City time Registration Statement Number: 333-223825 Underwriters: Barclays Bank PLC ▇▇▇▇▇▇▇ ▇▇▇▇▇ International HSBC Bank plc Manufacturers: Barclays Bank PLC ▇▇▇▇▇▇▇ Sachs International HSBC Bank plc Title: 2.625% Notes due 2024 Principal Amount: U.S. $4,000,000,000 Maturity: March 15, 2024 Interest Rate: 2.625% per annum, payable semi-annually in arrear Currency of Security: U.S. dollars Interest Payment Dates: March 15 and September 15 of each year, commencing March 15, 2019 Record Dates: The date that is ten calendar days prior to each interest payment date Combined Underwriting and Management Commission and Selling Concession: 0.125% Purchase Price: 99.360% Public Offering Price: 99.485% Currency of Payment: U.S. dollars Method of Payment of Purchase Price: Paid by ▇▇▇▇▇▇▇ ▇▇▇▇▇ International on behalf of the Underwriters to the Bank in same-day funds Ratings: AAA (Stable Outlook) by Standard & Poor’s Ratings Services / Aaa (Stable Outlook) by ▇▇▇▇▇’▇ Investors Service / AAA (Stable Outlook) by Fitch Ratings Funds for Payment of Purchase Price: U.S. dollars Sinking Fund Provisions: None Redemption Provisions: None Form of Security: Global securities in registered form Denomination: U.S. $1,000 Closing Date, Time and Location: January 15, 2019, 9:00 a.m., New York City time, Cravath, Swaine & ▇▇▇▇▇ LLP, CityPoint, One ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, U.K. Securities Exchange for Listing: Luxembourg Stock Exchange Underwriters’ Expense Reimbursement: None Notices to Underwriters: Barclays Bank PLC ▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn.: Debt Syndicate ▇▇▇▇▇▇▇ Sachs International ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ U.K. Attn.: Syndicate Desk HSBC Bank plc ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We hereby confirm as ▇▇▇ ▇▇▇ U.K. Attn.: Transaction Management Group Name and Address of Underwriters Principal Amount of Securities to be Purchased (U.S.$) Barclays Bank PLC 5 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn.: Debt Syndicate 1,333,333,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇ International ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ U.K. Attn.: Syndicate Desk 1,333,334,000 HSBC Bank plc ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn.: Transaction Management Group 1,333,333,000 Total 4,000,000,000 A. Pricing Disclosure Package 1. Prospectus dated May 18, 2018 relating to the Notes. 2. Final Term Sheet dated January 8, 2019 setting forth certain pricing-related terms of the date hereof that such letter correctly sets forth the agreement between the Bank and the several UnderwritersNotes. B. Other Free Writing Prospectuses consented to as required under Section 5 hereof

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ van Blerk ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ van Blerk We hereby confirm as of the date hereof that such letter correctly sets forth the agreement between the Bank and the several Underwriters. BARCLAYS BANK PLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ HSBC BANK PLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ SECURITIES PLC By: /s/ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Date of Underwriting Agreement: February 2, 2016 Applicable Time: 11:25 a.m., New York City time Registration Statement Number: 333-198097 Underwriters: Barclays Bank PLC HSBC Bank plc ▇.▇. ▇▇▇▇▇▇ Securities plc Title: 1.250% Notes due 2019 Principal Amount: U.S. $4,000,000,000 Maturity: May 15, 2019 Interest Rate: 1.250% per annum, payable semi-annually in arrear Currency of Security: U.S. dollars Interest Payment Dates: May 15 and November 15 of each year, commencing May 15, 2016 Record Dates: The date that is ten calendar days prior to each interest payment date Combined Underwriting and Management Commission and Selling Concession: 0.100% Purchase Price: 99.712% Public Offering Price: 99.812% Currency of Payment: U.S. dollars Method of Payment of Purchase Price: Paid by ▇.▇. ▇▇▇▇▇▇ Securities plc on behalf of the Underwriters to the Bank in same-day funds Ratings: AAA (Stable Outlook) by Standard & Poor’s Ratings Services Aaa (Stable Outlook) by ▇▇▇▇▇’▇ Investors Service AAA (Stable Outlook) by Fitch Ratings Funds for Payment of Purchase Price: U.S. Dollars Sinking Fund Provisions: None Redemption Provisions: None

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ van Blerk ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ van Blerk We hereby confirm as of the date hereof that such letter correctly sets forth the agreement between the Bank and the several Underwriters.. BARCLAYS BANK PLC ▇▇▇▇▇▇▇ ▇▇▇▇▇ INTERNATIONAL THE TORONTO-DOMINION BANK By: ▇▇▇▇▇▇▇ SACHS INTERNATIONAL By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Date of Underwriting Agreement: March 1, 2016 Applicable Time: 11:20 a.m., New York City time Registration Statement Number: 333-198097 Underwriters: Barclays Bank PLC ▇▇▇▇▇▇▇ ▇▇▇▇▇ International The Toronto-Dominion Bank Title: 1.625% Notes due 2021 Principal Amount: U.S. $3,500,000,000 Maturity: June 15, 2021 Interest Rate: 1.625% per annum, payable semi-annually in arrear Currency of Security: U.S. dollars Interest Payment Dates: June 15 and December 15 of each year, commencing June 15, 2016 Record Dates: The date that is ten calendar days prior to each interest payment date Combined Underwriting and Management Commission and Selling Concession: 0.125% Purchase Price: 99.554% Public Offering Price: 99.679% Currency of Payment: U.S. dollars Method of Payment of Purchase Price: Paid by ▇▇▇▇▇▇▇ Sachs International on behalf of the Underwriters to the Bank in same-day funds Ratings: AAA (Stable Outlook) by Standard & Poor’s Ratings Services / Aaa (Stable Outlook) by ▇▇▇▇▇’▇ Investors Service / AAA (Stable Outlook) by Fitch Ratings Funds for Payment of Purchase Price: U.S. Dollars Sinking Fund Provisions: None Redemption Provisions: None

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We hereby confirm as CITYGROUP GLOBAL MARKETS LIMITED By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ For and on behalf of BNP PARIBAS CITIGROUP GLOBAL MARKETS LIMITED RBC CAPITAL MARKETS, LLC Date of Underwriting Agreement: February 13, 2019 Applicable Time: 10:03 a.m., New York City time Registration Statement Number: 333-223825 Underwriters: BNP Paribas Citigroup Global Markets Limited RBC Capital Markets, LLC Manufacturers: BNP Paribas Citigroup Global Markets Limited RBC Capital Markets, LLC Title: 2.625% Notes due 2022 Principal Amount: U.S. $3,000,000,000 Maturity: May 20, 2022 Interest Rate: 2.625% per annum, payable semi-annually in arrear Currency of Security: U.S. dollars Interest Payment Dates: May 20 and November 20 of each year, commencing May 20, 2019 Record Dates: The date that is ten calendar days prior to each interest payment date Combined Underwriting and Management Commission and Selling Concession: 0.100% Purchase Price: 99.868% Public Offering Price: 99.968% Currency of Payment: U.S. dollars Method of Payment of Purchase Price: Paid by Citigroup Global Markets Limited on behalf of the date hereof that such letter correctly sets forth the agreement between Underwriters to the Bank in same-day funds Ratings: AAA (Stable Outlook) by Standard & Poor’s Ratings Services / Aaa (Stable Outlook) by ▇▇▇▇▇’▇ Investors Service / AAA (Stable Outlook) by Fitch Ratings Funds for Payment of Purchase Price: U.S. dollars Sinking Fund Provisions: None Redemption Provisions: None Form of Security: Global securities in registered form Denomination: U.S. $1,000 Closing Date, Time and Location: February 21, 2019, 9:00 a.m., New York City time, Cravath, Swaine & ▇▇▇▇▇ LLP, CityPoint, One ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, U.K. Securities Exchange for Listing: Luxembourg Stock Exchange Underwriters’ Expense Reimbursement: None Notices to Underwriters: BNP Paribas ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn.: Fixed Income Syndicate Citigroup Global Markets Limited Citigroup Centre Canada Square ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn: Fixed Income Syndicate Desk RBC Capital Markets, LLC Brookfield Place 200 ▇▇▇▇▇ Street, 8th floor ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇.▇.▇. Attn: Transaction Management/▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name and Address of Underwriters Principal Amount of Securities to be Purchased (U.S.$) BNP Paribas ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn.: Fixed Income Syndicate 1,000,000,000 Citigroup Global Markets Limited Citigroup Centre Canada Square ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn: Fixed Income Syndicate Desk 1,000,000,000 RBC Capital Markets, LLC Brookfield Place 200 ▇▇▇▇▇ Street, 8th floor ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ U.S.A. Attn: Transaction Management/▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 1,000,000,000 Total 3,000,000,000 A. Pricing Disclosure Package 1. Prospectus dated May 18, 2018 relating to the several UnderwritersNotes. 2. Final Term Sheet dated February 13, 2019 setting forth certain pricing-related terms of the Notes. B. Other Free Writing Prospectuses consented to as required under Section 5 hereof

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ van Blerk ▇▇▇▇▇▇▇ van Blerk We hereby confirm as of the date hereof that such letter correctly sets forth the agreement between the Bank and the several Underwriters.. BNP PARIBAS By: /s/ Ama ▇▇▇▇▇▇▇ Ama ▇▇▇▇▇▇▇ CITIGROUP GLOBAL MARKETS INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SACHS INTERNATIONAL By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Date of Underwriting Agreement: May 11, 2016 Applicable Time: 11:10 a.m., New York City time Registration Statement Number: 333-198097 Underwriters: BNP Paribas Citigroup Global Markets Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Title: 1.125% Notes due 2019 Principal Amount: U.S. $3,000,000,000 Maturity: August 15, 2019 Interest Rate: 1.125% per annum, payable semi-annually in arrear Currency of Security: U.S. dollars Interest Payment Dates: February 15 and August 15 of each year, commencing August 15, 2016 Record Dates: The date that is ten calendar days prior to each interest payment date Combined Underwriting and Management Commission and Selling Concession: 0.100% Purchase Price: 99.878% Public Offering Price: 99.978% Currency of Payment: U.S. dollars Method of Payment of Purchase Price: Paid by ▇▇▇▇▇▇▇ Sachs International on behalf of the Underwriters to the Bank in same-day funds Ratings: AAA (Stable Outlook) by Standard & Poor’s Ratings Services / Aaa (Stable Outlook) by ▇▇▇▇▇’▇ Investors Service / AAA (Stable Outlook) by Fitch Ratings Funds for Payment of Purchase Price: U.S. dollars

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Teichmeister ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Teichmeister By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We hereby confirm as BNP PARIBAS By: /s/ Ama ▇▇▇▇▇▇▇ Ama ▇▇▇▇▇▇▇ CITIGROUP GLOBAL MARKETS INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ INTERNATIONAL By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Date of Underwriting Agreement: March 3, 2015 Applicable Time: 10:30 a.m., New York City time Registration Statement Number: 333-198097 Underwriters: BNP Paribas Citigroup Global Markets Inc. ▇▇▇▇▇▇▇ Sachs International Title: 1.250% Notes due 2018 Principal Amount: U.S. $4,000,000,000 Maturity: May 15, 2018 Interest Rate: 1.250% per annum, payable semi-annually in arrear Currency of Security: U.S. dollars Interest Payment Dates: May 15 and November 15 of each year, commencing May 15, 2015 Record Dates: The date that is ten calendar days prior to each interest payment date Combined Underwriting and Management Commission and Selling Concession: 0.100% Purchase Price: 99.813% Public Offering Price: 99.913% Currency of Payment: U.S. dollars Method of Payment of Purchase Price: Paid by ▇▇▇▇▇▇▇ ▇▇▇▇▇ International on behalf of the date hereof that such letter correctly sets forth the agreement between Underwriters to the Bank and the several Underwriters.in same-day funds Ratings: AAA (Stable Outlook) by Standard & Poor’s Ratings Services Aaa (Stable Outlook) by ▇▇▇▇▇’▇ Investors Service AAA (Stable Outlook) by Fitch Ratings Funds for Payment of Purchase Price: U.S. dollars Sinking Fund Provisions: None Redemption Provisions: None

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ van Blerk ▇▇▇▇▇▇▇ van Blerk CITIGROUP GLOBAL MARKETS LIMITED By: /s/ Avisha ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ We hereby confirm By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Date of Underwriting Agreement: November 28, 2018 Applicable Time: 10:09 a.m., New York City time Registration Statement Number: 333-223825 Underwriters: Citigroup Global Markets Limited The Toronto-Dominion Bank Manufacturers: Citigroup Global Markets Limited The Toronto-Dominion Bank Title: SOFR-Linked Floating Rate Notes due 2021 Principal Amount: U.S. $1,000,000,000 Maturity: October 8, 2021 Interest Rate: USD-SOFR-COMPOUND plus the Margin The SOFR-Linked Floating Rate Notes due 2021 (the “Notes”) will bear interest on the principal amount during each period from, and including, an Interest Payment Date to, but excluding, the next following Interest Payment Date (each such period, an “Interest Period”); provided that the first Interest Period will begin on and include December 5, 2018 and will end on, but exclude January 8, 2019 (short first coupon). The Interest Rate applicable for an Interest Period will be determined on the applicable Interest Determination Date. Margin: +0.320% per annum USD-SOFR-COMPOUND: USD-SOFR-COMPOUND means the rate of return of a daily compound interest investment (with the Secured Overnight Financing Rate as the reference rate for the calculation of interest) and will be calculated by the date hereof that such letter correctly sets forth Calculation Agent on each Interest Determination Date as provided in the agreement between the Bank and the several Underwriters.Final Term Sheet

Consent to Service of Process. (a) The Bank FMS Wertmanagement hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as Corporation Service Company, 1180 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the BankFMS Wertmanagement’s Authorized Agent and such successor Fiscal Agentsuccessor’s acceptance of such appointment. The Bank FMS Wertmanagement will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank FMS Wertmanagement (mailed or delivered to the President at the seat of the Bankas set forth in Section 14(a)) shall be deemed, in every respect, effective service of process upon the BankFMS Wertmanagement. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of competent jurisdiction of the jurisdiction in which Federal Republic of Germany to the Bank has its seatextent permitted by applicable law. (c) The Bank FMS Wertmanagement hereby waives irrevocably (to the fullest extent permitted by applicable law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in the Southern District of New York or any State court in the Borough of Manhattan, the City of New York, New York or in any competent court of the competent jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European UnionFederal Republic. Please confirm that you are acting on behalf of yourselves and the other several Underwriters and that the foregoing correctly sets forth the agreement between the Bank FMS Wertmanagement and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We hereby confirm as of the date hereof that such letter correctly sets forth the agreement between the Bank FMS Wertmanagement and the several Underwriters.. [—], as Underwriter and as Representative of the Several Underwriters By: [—], as Underwriter By: [—], as Underwriter By: [—], as Underwriter By: Date of Underwriting Agreement: [—] Applicable Time: [—] Representative: [—] Title: [—] Notes due [—] Principal Amount: U.S.$ [—] Maturity: [—]

Consent to Service of Process. (a) The Bank hereby appoints Company irrevocably (i) agrees that any legal suit, action or proceeding arising out of or based upon this Indenture or the Fiscal Agent under Securities issued hereunder, as the Fiscal Agency Agreement case may be, may be instituted in any federal or state court located in the City of New York, (ii) waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such proceeding, and any claim that any suit, action or proceeding in such a court has been brought in an inconvenient forum, and (iii) irrevocably submits to the nonexclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Company and the Guarantors has appointed _________________________, as its authorized agent (the “"Authorized Agent”") upon whom process may be served in any suit, action or proceeding arising out of or based upon on this Agreement Indenture which may be instituted in any State federal or Federal state court located in the City of New York City by any Underwriter and York, expressly accepts consents to the jurisdiction of any such court in respect of such actionany suit, action or proceeding, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointmentirrevocable. The Bank will Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed Company or delivered to the President at the seat of the Bank) a Guarantor shall be deemed, in every respect, effective service of process upon the Bank. Company or such Guarantor, as applicable. (b) Notwithstanding To the foregoing, extent that any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which Company and the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or execution from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to which it itself or any of its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoingproperty, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank Company and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We Guarantors hereby confirm as irrevocably waive and agree not to plead or claim such immunity in respect of their respective obligations under this Indenture or the date hereof that such letter correctly sets forth the agreement between the Bank and the several UnderwritersSecurities.

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We hereby confirm as of the date hereof that such letter correctly sets forth the agreement between the Bank and the several Underwriters.. ▇▇▇▇▇▇▇ ▇▇▇▇▇ INTERNATIONAL By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ For and on behalf of BARCLAYS BANK PLC CITIGROUP GLOBAL MARKETS LIMITED ▇▇▇▇▇▇▇ SACHS INTERNATIONAL ▇▇▇▇▇▇▇ ▇▇▇▇▇ INTERNATIONAL Date of Underwriting Agreement: May 17, 2017 Applicable Time: 12:00 p.m., New York City time Registration Statement Number: 333-198097 Underwriters: Barclays Bank PLC Citigroup Global Markets Limited ▇▇▇▇▇▇▇ Sachs International ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Title: 1.625% Notes due 2020 Principal Amount: U.S. $3,000,000,000 Maturity: August 14, 2020 Interest Rate: 1.625% per annum, payable semi-annually in arrear Currency of Security: U.S. dollars Interest Payment Dates: February 14 and August 14 of each year, commencing August 14, 2017 Record Dates: The date that is ten calendar days prior to each interest payment date Combined Underwriting and Management Commission and Selling Concession: 0.100% Purchase Price: 99.679% Public Offering Price: 99.779% Currency of Payment: U.S. dollars Method of Payment of Purchase Price: Paid by ▇▇▇▇▇▇▇ Sachs International on behalf of the Underwriters to the Bank in same-day funds Ratings: AAA (Stable Outlook) by Standard & Poor’s Ratings Services / Aaa (Stable Outlook) by ▇▇▇▇▇’▇ Investors Service / AAA (Stable Outlook) by Fitch Ratings Funds for Payment of Purchase Price: U.S. dollars

Consent to Service of Process. (a) The Bank FMS Wertmanagement hereby appoints the Fiscal Agent under the Fiscal Agency Agreement Corporation Service Company, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the BankFMS Wertmanagement’s Authorized Agent and such successor Fiscal Agentsuccessor’s acceptance of such appointment. The Bank FMS Wertmanagement will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank FMS Wertmanagement (mailed or delivered to the President at the seat of the Bankas set forth in Section 14(a)) shall be deemed, in every respect, effective service of process upon the BankFMS Wertmanagement. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of competent jurisdiction of the jurisdiction in which Federal Republic of Germany to the Bank has its seatextent permitted by applicable law. (c) The Bank FMS Wertmanagement hereby waives irrevocably (to the fullest extent permitted by applicable law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in the Southern District of New York or any State court in the Borough of Manhattan, the City of New York, New York or in any competent court of the competent jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European UnionFederal Republic. Please confirm that you are acting on behalf of yourselves and the other several Underwriters and that the foregoing correctly sets forth the agreement between the Bank FMS Wertmanagement and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We hereby confirm as of the date hereof that such letter correctly sets forth the agreement between the Bank FMS Wertmanagement and the several Underwriters. [●], as Underwriter and as Representative of the Several Underwriters By: [●], as Underwriter By: [●], as Underwriter By: [●], as Underwriter By: Date of Underwriting Agreement: [●] Applicable Time: [●] Representative: [●] Title: [●] Notes due [●] Principal Amount: U.S.$ [●] Maturity: [●] Interest Rate: [●] Currency of Security: U.S. dollars Interest Payment Dates: [●] and [●] of each year. The Notes will bear interest from [●] and the initial interest payment will be made on [●]. Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months unadjusted. Business Days: New York Record Dates: 15 calendar days prior to each Interest Payment Date. Combined Underwriting and Management Commission and Selling Concession: [●]% Purchase Price: [●]% Public Offering Price: [●]% Currency of Payment: U.S. dollars Method of Payment of Purchase Price: Wire transfer Ratings of the Issuer: AAA by Standard & Poor’s, Aaa by ▇▇▇▇▇’▇ Investors Service and AAA by Fitch Ratings Funds for Payment of Purchase Price: U.S.$ [●] Sinking Fund Provisions: None Redemption Provisions: None Form of Security: Global Note registered in the name of Cede & Co. as nominee for DTC Denomination: U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. Closing Date, Time and Location: [●]; [●] CET; Munich, Germany or as otherwise agreed by the parties hereto Securities Exchange for Listing: Application has been made for the Notes to be admitted to trading on the unregulated market of the Luxembourg Stock Exchange Commission Registration Number: 333-[●] Notices to Underwriters: [●] Name and Address of Underwriter Principal Amount of Securities to be Purchased [●] U.S.$ [●] [●] U.S.$ [●] [●] U.S.$ [●] [●] U.S.$ [●] Total U.S.$ [●] A. Pricing Disclosure Package B. Other Free Writing Prospectuses Consented To As Required Under Section 5 Hereof 1 A security rating is not a recommendation to buy, sell or hold securities. Ratings are subject to revision or withdrawal at any time by the assigning rating organization. Each rating should be evaluated independently of any other rating. Reoffer Yield: [●]% Underwriting Commissions: [●]% All-in Price: [●]% All-in Yield: [●]% Net Proceeds to the Issuer: U.S.$[●] Settlement: DTC (deliverable through Euroclear and Clearstream) Benchmark: UST [●]% due [●] Benchmark Yield: [●]% Denominations: U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof Joint-Leads: [●] Business Days: New York Listing: Expected on Luxembourg Stock Exchange ISIN / CUSIP: [●] / [●] Governing Law: New York law The Notes are expected to be listed on the Luxembourg Stock Exchange. Offers and sales in the United States will be made through affiliates of the underwriters that are registered as broker-dealers, acting as U.S. selling agents. It is expected that delivery of the Notes will occur on or about [●], which will be the fifth business day following the initial date of trading of the Notes, such settlement cycle being referred to as “T+5”. Under applicable rules and regulations, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on the initial trading date of the Notes and the next succeeding business day will be required, by virtue of the fact that the Notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Notes who wish to trade Notes on the initial date of trading of the Notes or the next succeeding business day should consult their own advisor. The issuer has filed a registration statement (including a preliminary prospectus, which contains information that is not complete and may be changed) with the SEC for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC Web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling +[●]. The registration statement including the preliminary prospectus may also be accessed through the hyperlink [●], and the preliminary prospectus supplement may be accessed through the hyperlink [●]. Information found through hyperlinks from the above hyperlink is not part of this pricing term sheet. ANY DISCLAIMER OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED, SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM. Each Underwriter represents and agrees that it will comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers, sells or delivers the Securities or possesses or distributes the Registration Statement, the Basic Prospectus, the Preliminary Prospectus Supplement, the Prospectus Supplement, the Final Term Sheet, any other Issuer Free Writing Prospectus or any other document that could be viewed as an offer to sell the Securities or to solicit an offer to buy the Securities and will obtain any consent, approval or permission required by it for the purchase, offer, sale or delivery by it of the notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers, sales or deliveries and that neither FMS-Wertmanagement nor any other Underwriter shall have any responsibility therefor. Each Underwriter represents and agrees that it will offer, sell and deliver or otherwise convey the notes only to the European Central Bank, any other central bank or to institutional investors such as banks, insurers or other entities or persons which are regularly engaged in or established for the purposes of making, purchasing or investing in loans, securities or other financial assets, and not to non-institutional investors. Each Underwriter represents and agrees that: (i) in relation to securities which have a maturity of less than one year, (a) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (b) it has not offered or sold and will not offer or sell any such notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the notes would otherwise constitute a contravention of Section 19 of the Financial Services and Markets ▇▇▇ ▇▇▇▇ (the “FSMA”) by FMS-Wertmanagement; (ii) it 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 FSMA) received by it in connection with the issue or sale of any securities in circumstances in which Section 21(1) of the FSMA does not apply to FMS-Wertmanagement; and (iii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any securities in, from or otherwise involving the United Kingdom.

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ CITIGROUP GLOBAL MARKETS LIMITED By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Date of Underwriting Agreement: September 9, 2020 Applicable Time: 10:30 a.m., New York City time Registration Statement Number: 333-223825 Underwriters: Citigroup Global Markets Limited Deutsche Bank Aktiengesellschaft The Toronto-Dominion Bank Manufacturers: Citigroup Global Markets Limited Deutsche Bank Aktiengesellschaft The Toronto-Dominion Bank Title: 0.375% Notes due 2025 Principal Amount: U.S. $4,000,000,000 Maturity: December 15, 2025 Interest Rate: 0.375% per annum, payable semi-annually in arrear Currency of Security: U.S. dollars Interest Payment Dates: June 15 and December 15 of each year, commencing December 15, 2020 Record Dates: The date that is ten calendar days prior to each interest payment date Combined Underwriting and Management Commission and Selling Concession: 0.125% Purchase Price: 99.528% Public Offering Price: 99.653% Currency of Payment: U.S. dollars Method of Payment of Purchase Price: Paid by Citigroup Global Markets Limited on behalf of the Underwriters to the Bank in same-day funds Ratings: AAA (Stable Outlook) by Standard & Poor’s Ratings Services / Aaa (Stable Outlook) by ▇▇▇▇▇’▇ Investors Service / AAA (Stable Outlook) by Fitch Ratings Funds for Payment of Purchase Price: U.S. dollars Sinking Fund Provisions: None Redemption Provisions: None Form of Security: Global securities in registered form Denomination: U.S. $1,000 Closing Date, Time and Location: September 16, 2020, 9:00 a.m., New York City time, Cravath, Swaine & ▇▇▇▇▇ LLP, CityPoint, One ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, U.K. Securities Exchange for Listing: Luxembourg Stock Exchange Underwriters’ Expense Reimbursement: None Notices to Underwriters: Citigroup Global Markets Limited Citigroup Centre Canada Square ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn.: Fixed Income Syndicate Desk Deutsche Bank Aktiengesellschaft Mainzer ▇▇▇▇▇▇▇▇▇▇▇ ▇▇-▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Attn.: DCM Debt Syndicate The Toronto-Dominion Bank ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We hereby confirm as ▇▇▇▇ ▇▇▇ U.K. Attn.: Managing Director, Origination and Syndication Citigroup Global Markets Limited Citigroup Centre Canada Square ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn.: Fixed Income Syndicate Desk 1,333,334,000 Deutsche Bank Aktiengesellschaft Mainzer ▇▇▇▇▇▇▇▇▇▇▇ ▇▇-▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Attn.: DCM Debt Syndicate 1,333,333,000 The Toronto-Dominion Bank ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ U.K. Attn.: Managing Director, Origination and Syndication 1,333,333,000 Total 4,000,000,000 A. Pricing Disclosure Package 1. Prospectus dated May 18, 2018 relating to the Notes. 2. Final Term Sheet dated September 9, 2020 setting forth certain pricing-related terms of the date hereof that such letter correctly sets forth the agreement between the Bank and the several UnderwritersNotes. B. Other Free Writing Prospectuses consented to as required under Section 5 hereof

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We hereby confirm as BARCLAYS BANK PLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ THE TORONTO-DOMINION BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Date of Underwriting Agreement: April 15, 2015 Applicable Time: 11:30 a.m., New York City time Registration Statement Number: 333-198097 Underwriters: Barclays Bank PLC ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated The Toronto-Dominion Bank Title: 1.375% Notes due 2020 Principal Amount: U.S. $5,000,000,000 Maturity: June 15, 2020 Interest Rate: 1.375% per annum, payable semi-annually in arrear Currency of Security: U.S. dollars Interest Payment Dates: June 15 and December 15 of each year, commencing June 15, 2015 Record Dates: The date that is ten calendar days prior to each interest payment date Combined Underwriting and Management Commission and Selling Concession: 0.125% Purchase Price: 99.303% Public Offering Price: 99.428% Currency of Payment: U.S. dollars Method of Payment of Purchase Price: Paid by Barclays Bank PLC on behalf of the date hereof that such letter correctly sets forth the agreement between Underwriters to the Bank and the several Underwriters.in same-day funds Ratings: AAA (Stable Outlook) by Standard & Poor’s Ratings Services Aaa (Stable Outlook) by ▇▇▇▇▇’▇ Investors Service AAA (Stable Outlook) by Fitch Ratings Funds for Payment of Purchase Price: U.S. dollars Sinking Fund Provisions: None Redemption Provisions: None

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several UnderwritersUnderwriter. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We hereby confirm as of the date hereof that such letter correctly sets forth the agreement between the Bank and the several Underwriter. HSBC BANK PLC By: /s/ ▇▇▇▇ ▇▇▇ Date of Underwriting Agreement: June 25, 2015 Applicable Time: 16:40, New York City time Registration Statement Number: 333-198097 Underwriters.: HSBC Bank plc Title: 1.400% Notes due 2017 The Notes offered under this Agreement will have the same terms (other than inter alia the price to the public and the issue date), form part of the same series and trade freely with the Notes issued on June 30, 2005, March 14, 2007, January 18, 2008, April 28, 2008 and July 9, 2008 Additional Principal Amount: JPY 45,000,000,000 Maturity: June 20, 2017 Interest Rate: 1.400% per annum, payable semi-annually in arrear, accruing from June 20, 2015 Currency of Security: Japanese yen Interest Payment Dates: June 20 and December 20 of each year, commencing December 20, 2015 Record Dates: The date that is ten calendar days prior to each interest payment date Combined Underwriting and Management Commission and Selling Concession: None Purchase Price: 104.00%, plus accrued interest from June 20, 2015 to the Closing Date Public Offering Price: 104.00%, plus accrued interest from June 20, 2015 to the Closing Date Currency of Payment: Japanese yen Method of Payment of Purchase Price: Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, portion paid by HSBC Bank plc to Citibank N.A., London branch, as common depositary for Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, for onward payment to the Bank in same-day funds Ratings: AAA (Stable Outlook) by Standard & Poor’s Ratings Services Aaa (Stable Outlook) by ▇▇▇▇▇’▇ Investors Service AAA (Stable Outlook) by Fitch Ratings Funds for Payment of Purchase Price: Japanese yen Sinking Fund Provisions: None Redemption Provisions: None

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We hereby confirm as of the date hereof that such letter correctly sets forth the agreement between the Bank and the several Underwriters.

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement CSC Corporation as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agentsuccessor’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President Governor at the seat address of the BankBank specified in Section 15(a)) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of competent jurisdiction of a Member State to the jurisdiction in which extent permitted by applicable law and the Bank has its seatProtocol. (c) The To the extent permitted by applicable law, the Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the competent jurisdiction located in which the Bank has its seat. Notwithstanding the foregoing, the property and assets a Member State of the Bank within Bank; provided, however, that this waiver shall not extend to actions brought under the Member United States are Federal securities laws; provided further that such waiver of immunity does not subject to attachment derogate from any privilege or to seizure by way of execution without immunity set forth in the authorization of the Court of Justice of the European UnionProtocol. Please confirm that you are acting on behalf of yourselves and the other several Underwriters and that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ByName: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ [●] Title: [●] We hereby confirm as of the date hereof that such letter correctly sets forth the agreement between the Bank and the several Underwriters.. [●] By: Name: Title: [●] By: Name: Title: [●] By: Name: Title: [●] By: Name: Title: Date of Underwriting Agreement: [●] Applicable Time: [●] Registration Statement Number: 333-166746 Representative: [●] Title: [●] (the “Notes”) Principal Amount: U.S.$ [●] Maturity: [●] Interest Rate: [●]% per annum, [paid semi-annually in arrears (30/360) following unadjusted] Currency of Security: [U.S. dollars] Interest Payment Dates: [●] and [●], of each year, with the Notes bearing interest from [●], with the initial interest payment being made on [●] Business Days: [New York, TARGET, London; Following unadjusted] Record Dates: [15 calendar days prior to each Interest Payment Date] Combined Underwriting and Management Commission and Selling Concession: [●]% Purchase Price: [●]% Public Offering Price: [●]% Currency of Payment: [U.S. dollars] Method of Payment of Purchase Price: [Wire transfer] Issuer Ratings: [Aa1 – stable outlook (▇▇▇▇▇’▇) / AA+ – positive outlook (S&P) / AA+ – stable outlook (Fitch)] Funds for Payment of Purchase Price: U.S.$ [●]

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ BARCLAYS BANK PLC By: /s/ Janeeb Binning Janeeb Binning By: /s/ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Date of Underwriting Agreement: September 15, 2020 Applicable Time: 10:38 a.m., New York City time Registration Statement Number: 333-223825 Underwriters: Barclays Bank PLC BNP Paribas Citigroup Global Markets Limited RBC Capital Markets, LLC Manufacturers: Barclays Bank PLC BNP Paribas Citigroup Global Markets Limited Title: 0.750% Notes due 2030 Principal Amount: U.S. $1,500,000,000 Maturity: September 23, 2030 Interest Rate: 0.750% per annum, payable semi-annually in arrear Currency of Security: U.S. dollars Interest Payment Dates: March 23 and September 23 of each year, commencing March 23, 2021 Record Dates: The date that is ten calendar days prior to each interest payment date Combined Underwriting and Management Commission and Selling Concession: 0.175% Purchase Price: 98.906% Public Offering Price: 99.081% Currency of Payment: U.S. dollars Method of Payment of Purchase Price: Paid by Barclays Bank PLC on behalf of the Underwriters to the Bank in same-day funds Ratings: AAA (Stable Outlook) by Standard & Poor’s Ratings Services / Aaa (Stable Outlook) by ▇▇▇▇▇’▇ Investors Service / AAA (Stable Outlook) by Fitch Ratings Funds for Payment of Purchase Price: U.S. dollars Sinking Fund Provisions: None Redemption Provisions: None Form of Security: Global securities in registered form Denomination: U.S. $1,000 Closing Date, Time and Location: September 23, 2020, 9:00 a.m., New York City time, Cravath, Swaine & ▇▇▇▇▇ LLP, CityPoint, One ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, U.K. Securities Exchange for Listing: Luxembourg Stock Exchange Underwriters’ Expense Reimbursement: None Notices to Underwriters: Barclays Bank PLC ▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ We hereby confirm as ▇▇▇ ▇▇▇ U.K. Attn.: Debt Syndicate BNP Paribas ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ Attn.: Fixed Income Syndicate Citigroup Global Markets Limited Citigroup Centre Canada Square ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn.: Fixed Income Syndicate Desk RBC Capital Markets, LLC Brookfield Place 200 ▇▇▇▇▇ Street, 8th floor New York, NY 10281 U.S.A. Attn.: US Transaction Management Group Barclays Bank PLC 5 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn.: Debt Syndicate 375,000,000 BNP Paribas ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ Attn.: Fixed Income Syndicate 375,000,000 Citigroup Global Markets Limited Citigroup Centre Canada Square ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn.: Fixed Income Syndicate Desk 375,000,000 RBC Capital Markets, LLC Brookfield Place 200 ▇▇▇▇▇ Street, 8th floor New York, NY 10281 U.S.A. Attn.: US Transaction Management Group 375,000,000 Total 1,500,000,000 A. Pricing Disclosure Package 1. Prospectus dated May 18, 2018 relating to the Notes. 2. Final Term Sheet dated September 15, 2020 setting forth certain pricing-related terms of the date hereof that such letter correctly sets forth the agreement between the Bank and the several UnderwritersNotes. B. Other Free Writing Prospectuses consented to as required under Section 5 hereof

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We hereby confirm as of the date hereof that such letter correctly sets forth the agreement between the Bank and the several Underwriters.. ▇▇▇▇▇▇▇ ▇▇▇▇▇ INTERNATIONAL HSBC BANK PLC By: ▇▇▇▇▇▇▇ SACHS INTERNATIONAL By: /s/ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Authorized Signatory Date of Underwriting Agreement: January 7, 2015 Applicable Time: 10:15 a.m., New York City time Registration Statement Number: 333-198097 Underwriters: Deutsche Bank AG, London Branch ▇▇▇▇▇▇▇ ▇▇▇▇▇ International HSBC Bank plc Title: 1.625% Notes due 2020 Principal Amount: U.S. $4,000,000,000 Maturity: March 16, 2020 Interest Rate: 1.625% per annum, payable semi-annually in arrear Currency of Security: U.S. dollars Interest Payment Dates: March 16 and September 16 of each year, commencing March 16, 2015 Record Dates: The date that is ten calendar days prior to each interest payment date Combined Underwriting and Management Commission and Selling Concession: 0.125% Purchase Price: 99.599% Public Offering Price: 99.724% Currency of Payment: U.S. dollars Method of Payment of Purchase Price: Paid by ▇▇▇▇▇▇▇ Sachs International on behalf of the Underwriters to the Bank in same-day funds Ratings: AAA (Stable Outlook) by Standard & Poor’s Ratings Services / Aaa (Stable Outlook) by ▇▇▇▇▇’▇ Investors Service / AAA (Stable Outlook) by Fitch Ratings Funds for Payment of Purchase Price: U.S. dollars

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ van Blerk ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ van Blerk We hereby confirm as of the date hereof that such letter correctly sets forth the agreement between the Bank and the several Underwriters. BARCLAYS BANK PLC ▇.▇. ▇▇▇▇▇▇ SECURITIES PLC ▇▇▇▇▇▇▇ ▇▇▇▇▇ INTERNATIONAL By: ▇.▇. ▇▇▇▇▇▇ SECURITIES PLC By: /s/ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Date of Underwriting Agreement: April 6, 2016 Applicable Time: 10:50 a.m., New York City time Registration Statement Number: 333-198097 Underwriters: Barclays Bank PLC ▇.▇. ▇▇▇▇▇▇ Securities plc ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Title: 2.125% Notes due 2026 Principal Amount: U.S. $1,500,000,000 Maturity: April 13, 2026 Interest Rate: 2.125% per annum, payable semi-annually in arrear Currency of Security: U.S. dollars Interest Payment Dates: April 13 and October 13 of each year, commencing October 13, 2016

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We hereby confirm as of the date hereof that such letter correctly sets forth the agreement between the Bank and the several Underwriters.. ▇▇▇▇▇▇▇ ▇▇▇▇▇ INTERNATIONAL By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ For and on behalf of BARCLAYS BANK PLC CITIGROUP GLOBAL MARKETS LIMITED ▇▇▇▇▇▇▇ SACHS INTERNATIONAL ▇▇▇▇▇▇▇ ▇▇▇▇▇ INTERNATIONAL Date of Underwriting Agreement: May 17, 2017 Applicable Time: 11:50 a.m., New York City time Registration Statement Number: 333-198097 Underwriters: Barclays Bank PLC Citigroup Global Markets Limited ▇▇▇▇▇▇▇ Sachs International ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Title: 2.375% Notes due 2027 Principal Amount: U.S. $1,500,000,000 Maturity: May 24, 2027 Interest Rate: 2.375% per annum, payable semi-annually in arrear Currency of Security: U.S. dollars Interest Payment Dates: May 24 and November 24 of each year, commencing November 24, 2017 Record Dates: The date that is ten calendar days prior to each interest payment date Combined Underwriting and Management Commission and Selling Concession: 0.175% Purchase Price: 98.743% Public Offering Price: 98.918% Currency of Payment: U.S. dollars Method of Payment of Purchase Price: Paid by ▇▇▇▇▇▇▇ Sachs International on behalf of the Underwriters to the Bank in same-day funds Ratings: AAA (Stable Outlook) by Standard & Poor’s Ratings Services / Aaa (Stable Outlook) by ▇▇▇▇▇’▇ Investors Service / AAA (Stable Outlook) by Fitch Ratings Funds for Payment of Purchase Price: U.S. dollars

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that you are acting on behalf of yourselves and the other several Underwriters and that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We hereby confirm as By: By: By: Applicable Time: Registration Statement Number: Representatives: Title: Principal Amount: Maturity: Interest Rate: Currency of the date hereof that such letter correctly sets forth the agreement between the Bank Security: Interest Payment Dates: Record Dates: Combined Underwriting and the several Management Commission and Selling Concession: Purchase Price: Public Offering Price: Currency of Payment: Method of Payment of Purchase Price: Ratings: Funds for Payment of Purchase Price: Sinking Fund Provisions: Redemption Provisions: Form of Security: Denomination: Closing Date, Time and Location: Securities Exchange for Listing: Underwriters.’ Expense Reimbursement: Notices to Underwriters: Total A. Pricing Disclosure Package

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ van Blerk ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ van Blerk We hereby confirm as of the date hereof that such letter correctly sets forth the agreement between the Bank and the several Underwriters.. CITIGROUP GLOBAL MARKETS INC. ▇▇▇▇▇▇▇ ▇▇▇▇▇ INTERNATIONAL HSBC BANK PLC By: ▇▇▇▇▇▇▇ SACHS INTERNATIONAL By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Date of Underwriting Agreement: October 18, 2016 Applicable Time: 11:10 a.m., New York City time Registration Statement Number: 333-198097 Underwriters: Citigroup Global Markets Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇ International HSBC Bank plc Title: 1.250% Notes due 2019 Principal Amount: U.S. $4,500,000,000 Maturity: December 16, 2019 Interest Rate: 1.250% per annum, payable semi-annually in arrear Currency of Security: U.S. dollars Interest Payment Dates: June 16 and December 16 of each year, commencing December 16, 2016

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European UnionCommunities. Please confirm that you are acting on behalf of yourselves and the other several Underwriters and that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We Acting on behalf of ourselves and the other several Underwriters named in Schedule II attached to the foregoing letter, we hereby confirm as of the date hereof that such letter correctly sets forth the agreement between the Bank and the several Underwriters.. By: By: By: Date of Underwriting Agreement: Applicable Time: Registration Statement Number: Representatives: Title: Principal Amount: Maturity: Interest Rate: Currency of Security: Interest Payment Dates: Record Dates: Combined Underwriting and Management Commission and Selling Concession: Purchase Price: Public Offering Price: Currency of Payment: Method of Payment of Purchase Price: Ratings: Funds for Payment of Purchase Price: Sinking Fund Provisions: Redemption Provisions: Form of Security: Denomination: Closing Date, Time and Location: Securities Exchange for Listing: Underwriters’ Expense Reimbursement: Notices to Underwriters: Total A. Pricing Disclosure Package [list the Basic Prospectus, any Preliminary Final Prospectus, the Final Term Sheet and each Issuer Free Writing Prospectus] B. Other Free Writing Prospectuses Consented to as required under Section 5 Hereof

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We hereby confirm as of the date hereof that such letter correctly sets forth the agreement between the Bank and the several Underwriters. ▇▇▇▇▇▇▇ ▇▇▇▇▇ INTERNATIONAL By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ For and on behalf of BNP PARIBAS ▇▇▇▇▇▇▇ SACHS INTERNATIONAL HSBC BANK PLC Date of Underwriting Agreement: January 9, 2018 Applicable Time: 10:26 a.m., New York City time Registration Statement Number: 333-198097 Underwriters: BNP Paribas ▇▇▇▇▇▇▇ ▇▇▇▇▇ International HSBC Bank plc Manufacturers: BNP Paribas ▇▇▇▇▇▇▇ Sachs International HSBC Bank plc Title: 2.500% Notes due 2023 Principal Amount: U.S. $ 5,000,000,000 Maturity: March 15, 2023 Interest Rate: 2.500% per annum, payable semi-annually in arrear Currency of Security: U.S. dollars Interest Payment Dates: March 15 and September 15 of each year, commencing March 15, 2018 Record Dates: The date that is ten calendar days prior to each interest payment date Combined Underwriting and Management Commission and Selling Concession: 0.125% Purchase Price: 99.857% Public Offering Price: 99.982% Currency of Payment: U.S. dollars Method of Payment of Purchase Price: Paid by ▇▇▇▇▇▇▇ ▇▇▇▇▇ International on behalf of the Underwriters to the Bank in same-day funds Ratings: AAA (Stable Outlook) by Standard & Poor’s Ratings Services / Aaa (Stable Outlook) by ▇▇▇▇▇’▇ Investors Service / AAA (Stable Outlook) by Fitch Ratings Funds for Payment of Purchase Price: U.S. dollars Sinking Fund Provisions: None Redemption Provisions: None Form of Security: Global securities in registered form Denomination: U.S. $1,000 Closing Date, Time and Location: January 17, 2018, 9:00 a.m., New York City time, Cravath, Swaine & ▇▇▇▇▇ LLP, CityPoint, One ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, U.K. Securities Exchange for Listing: Luxembourg Stock Exchange Underwriters’ Expense Reimbursement: None Notices to Underwriters: BNP Paribas ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn.: Fixed Income Syndicate ▇▇▇▇▇▇▇ ▇▇▇▇▇ International ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ U.K. Attn.: Syndicate Desk HSBC Bank plc ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn.: Transaction Management Group Name and Address of Underwriters Principal Amount of Securities to be Purchased (U.S.$) BNP Paribas ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn.: Fixed Income Syndicate 1,666,666,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇ International ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ U.K. Attn.: Syndicate Desk 1,666,667,000 HSBC Bank plc ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn.: Transaction Management Group 1,666,667,000 Total 5,000,000,000 A. Pricing Disclosure Package 1. Prospectus dated November 28, 2014 relating to the Notes. 2. Final Term Sheet dated January 9, 2018 setting forth certain pricing-related terms of the Notes. B. Other Free Writing Prospectuses consented to as required under Section 5 hereof

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement CSC Corporation as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agentsuccessor’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President Governor at the seat address of the BankBank specified in Section 15(a)) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of competent jurisdiction of a Member State to the jurisdiction in which extent permitted by applicable law and the Bank has its seatProtocol. (c) The To the extent permitted by applicable law, the Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the competent jurisdiction located in which the Bank has its seat. Notwithstanding the foregoing, the property and assets a Member State of the Bank within Bank; provided, however, that this waiver shall not extend to actions brought under the Member United States are Federal securities laws; provided further that such waiver of immunity does not subject to attachment derogate from any privilege or to seizure by way of execution without immunity set forth in the authorization of the Court of Justice of the European UnionProtocol. Please confirm that you are acting on behalf of yourselves and the other several Underwriters and that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We Acting on behalf of ourselves and the other several Underwriters named in Schedule II attached to the foregoing letter, we hereby confirm as of the date hereof that such letter correctly sets forth the agreement between the Bank and the several Underwriters.. By: By: By: Date of Underwriting Agreement: Applicable Time: Registration Statement Number: Representatives: Title: Principal Amount: Maturity: Interest Rate: Currency of Security: Interest Payment Dates: Business Days: Record Dates: Combined Underwriting and Management Commission and Selling Concession: Purchase Price: Public Offering Price: Currency of Payment: Method of Payment of Purchase Price: Ratings: Funds for Payment of Purchase Price: Sinking Fund Provisions: Redemption Provisions: Form of Security: Denomination: Closing Date, Time and Location: Securities Exchange for Listing: Underwriters’ Expense Reimbursement: Notices to Underwriters: Total A. Pricing Disclosure Package B. Other Free Writing Prospectuses Consented To As Required Under Section 5 Hereof

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement CSC Corporation as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agentsuccessor’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President Governor at the seat address of the BankBank specified in Section 15(a)) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of competent jurisdiction of a Member State to the jurisdiction in which extent permitted by applicable law and the Bank has its seatProtocol. (c) The To the extent permitted by applicable law, the Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the competent jurisdiction located in which the Bank has its seat. Notwithstanding the foregoing, the property and assets a Member State of the Bank within Bank; provided, however, that this waiver shall not extend to actions brought under the Member United States are Federal securities laws; provided further that such waiver of immunity does not subject to attachment derogate from any privilege or to seizure by way of execution without immunity set forth in the authorization of the Court of Justice of the European UnionProtocol. Please confirm that you are acting on behalf of yourselves and the other several Underwriters and that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ByName: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ [·] Title: [·] We hereby confirm as of the date hereof that such letter correctly sets forth the agreement between the Bank and the several Underwriters.. [·] By: Name: Title: [·] By: Name: Title: [·] By: Name: Title: [·] By: Name: Title: Date of Underwriting Agreement: [·] Applicable Time: [·] Registration Statement Number: 333-[·] Representative: [·] Title: [·] (the “Notes”) Principal Amount: U.S.$ [·] Maturity: [·] Interest Rate: [·]% per annum, [paid semi-annually in arrears (30/360) following unadjusted] Currency of Security: [U.S. dollars] Interest Payment Dates: [·] and [·], of each year, with the Notes bearing interest from [·], with the initial interest payment being made on [·] Business Days: [New York, TARGET, London; Following unadjusted] Record Dates: [15 calendar days prior to each Interest Payment Date] Combined Underwriting and Management Commission and Selling Concession: [·]% Purchase Price: [·]% Public Offering Price: [·]% Currency of Payment: [U.S. dollars] Method of Payment of Purchase Price: [Wire transfer] Issuer Ratings: [Aa1 – stable (▇▇▇▇▇’▇) / AAA – stable (S&P) / AA+ – stable (Fitch)] Funds for Payment of Purchase Price: U.S.$ [·]

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ We hereby confirm as of the date hereof that such letter correctly sets forth the agreement between the Bank and the several Underwriters.▇▇▇▇▇

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We hereby confirm as of the date hereof that such letter correctly sets forth the agreement between the Bank and the several Underwriters.. BARCLAYS BANK PLC By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ DEUTSCHE BANK AG, LONDON BRANCH By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ THE TORONTO-DOMINION BANK By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Date of Underwriting Agreement: July 14, 2015 Applicable Time: 11:15 a.m., New York City time Registration Statement Number: 333-198097 Underwriters: Barclays Bank PLC Deutsche Bank AG, London Branch The Toronto-Dominion Bank Title: 2.250% Notes due 2022 Principal Amount: U.S. $3,000,000,000 Maturity: August 15, 2022 Interest Rate: 2.250% per annum, payable semi-annually in arrear Currency of Security: U.S. dollars Interest Payment Dates: February 15 and August 15 of each year, commencing August 15, 2015 Record Dates: The date that is ten calendar days prior to each interest payment date Combined Underwriting and Management Commission and Selling Concession: 0.150% Purchase Price: 99.358% Public Offering Price: 99.508% Currency of Payment: U.S. dollars Method of Payment of Purchase Price: Paid by Barclays Bank PLC on behalf of the Underwriters to the Bank in same-day funds Ratings: AAA (Stable Outlook) by Standard & Poor’s Ratings Services Aaa (Stable Outlook) by ▇▇▇▇▇’▇ Investors Service AAA (Stable Outlook) by Fitch Ratings Funds for Payment of Purchase Price: U.S. dollars Sinking Fund Provisions: None Redemption Provisions: None

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement CSC Corporation as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agentsuccessor’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President Governor at the seat address of the BankBank specified in Section 15(a)) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of competent jurisdiction of a Member State to the jurisdiction in which extent permitted by applicable law and the Bank has its seatProtocol. (c) The To the extent permitted by applicable law, the Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the competent jurisdiction located in which the Bank has its seat. Notwithstanding the foregoing, the property and assets a Member State of the Bank within Bank; provided, however, that this waiver shall not extend to actions brought under the Member United States are Federal securities laws; provided further that such waiver of immunity does not subject to attachment derogate from any privilege or to seizure by way of execution without immunity set forth in the authorization of the Court of Justice of the European UnionProtocol. Please confirm that you are acting on behalf of yourselves and the other several Underwriters and that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters[several] Underwriter[s]. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We Acting on behalf of ourselves and the other several Underwriters named in Schedule II attached to the foregoing letter, we hereby confirm as of the date hereof that such letter correctly sets forth the agreement between the Bank and the several Underwriters.. By: By: By: Date of Underwriting Agreement: Applicable Time: Representatives: Title: Principal Amount: Maturity: Interest Rate: Currency of Security: Interest Payment Dates: Record Dates: Combined Underwriting and Management Commission and Selling Concession: Purchase Price: Public Offering Price: Currency of Payment: Method of Payment of Purchase Price: Ratings: Funds for Payment of Purchase Price: Sinking Fund Provisions: Redemption Provisions: Form of Security: Denomination: Closing Date, Time and Location: Securities Exchange for Listing: Underwriters’ Expense Reimbursement: Notices to Underwriters: Name and Address of Underwriter Principal Amount of Securities to be Purchased Total A. Pricing Disclosure Package B. Other Free Writing Prospectuses Consented To As Required Under Section 5 Hereof

Consent to Service of Process. (a) The Bank hereby appoints Company irrevocably (i) agrees that any legal suit, action or proceeding arising out of or based upon this Indenture or the Fiscal Agent under Securities issued hereunder, as the Fiscal Agency Agreement case may be, may be instituted in any federal or state court located in the City of New York, (ii) waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such proceeding, and any claim that any suit, action or proceeding in such a court has been brought in an inconvenient forum, and (iii) irrevocably submits to the nonexclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Company and the Guarantors has appointed _________________________, as its authorized agent (the “"Authorized Agent”") upon whom process may be served in any suit, action or proceeding arising out of or based upon on this Agreement Indenture which may be instituted in any State federal or Federal state court located in the City of New York City by any Underwriter and York, expressly accepts consents to the jurisdiction of any such court in respect of such actionany suit, action or proceeding, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointmentirrevocable. The Bank will Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed Company or delivered to the President at the seat of the Bank) a Guarantor shall be deemed, in every respect, effective service of process upon the BankCompany or such Guarantor, as applicable. (b) Notwithstanding To the foregoing, extent that any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which Company and the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or execution from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to which it itself or any of its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoingproperty, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank Company and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We Guarantors hereby confirm as irrevocably waive and agree not to plead or claim such immunity in respect of their respective obligations under this Indenture or the date hereof that such letter correctly sets forth the agreement between the Bank and the several UnderwritersSecurities.

Consent to Service of Process. (a) The Bank hereby appoints Borrower and each other Loan Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Fiscal Agent under Administrative Agent, the Fiscal Agency Agreement as its authorized agent (Collateral Agent, any Lender, any Issuing Bank, the “Authorized Sustainability Structuring Agent”) upon whom process may be served , the Syndication Agent, any Arranger or any Affiliate of the foregoing in any action arising out of or based upon way relating to this Agreement which may be instituted or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State or Federal court of New York sitting in New York City by County, Borough of Manhattan, and of the United States District Court of the Southern District of New York sitting in New York County, Borough of Manhattan, and any Underwriter appellate court from any thereof, and expressly accepts each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of any such court courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Such appointment Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be irrevocable so long as conclusive and may be enforced in other jurisdictions by suit on the judgment or in any of other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Securities remain outstanding unless and until Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the appointment of a successor Fiscal Agent as Borrower or any other Loan Party or its properties in the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing courts of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bankjurisdiction. (b) Notwithstanding Each of the foregoingparties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or based upon relating to this Agreement may be instituted by any Underwriter or the other Loan Documents in any competent court referred to in clause (a) of this Section 9.15. Each of the jurisdiction parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in which the Bank has its seatany such court. (c) The Bank hereby waives Each party to this Agreement irrevocably (consents to service of process in the extent manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We hereby confirm as of the date hereof that such letter correctly sets forth the agreement between the Bank and the several Underwriters.

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ We hereby confirm as of the date hereof that such letter correctly sets forth the agreement between the Bank and the several Underwriters.SACHS INTERNATIONAL By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. Lovedee

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that you are acting on behalf of yourselves and the other several Underwriters and that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We hereby confirm as of the date hereof that such letter correctly sets forth the agreement between the Bank and the several Underwriters.▇

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ BARCLAYS BANK PLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. Lovedee ▇▇▇▇▇ ▇. Lovedee By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By▇▇▇▇▇▇▇ Date of Underwriting Agreement: /s/ October 14, 2020 Applicable Time: 10:33 a.m., New York City time Registration Statement Number: 333-223825 Underwriters: Barclays Bank PLC CIBC World Markets Corp. ▇.▇. ▇▇▇▇▇▇ Securities plc The Toronto-Dominion Bank Manufacturers: Barclays Bank PLC CIBC World Markets Corp. ▇.▇. ▇▇▇▇▇▇ Securities plc The Toronto-Dominion Bank Title: 0.625% Notes due 2027 Principal Amount: U.S. $1,000,000,000 Maturity: October 21, 2027 Interest Rate: 0.625% per annum, payable semi-annually in arrear Currency of Security: U.S. dollars Interest Payment Dates: April 21 and October 21 of each year, commencing April 21, 2021 Record Dates: The date that is ten calendar days prior to each interest payment date Combined Underwriting and Management Commission and Selling Concession: 0.150% Purchase Price: 99.550% Public Offering Price: 99.700% Currency of Payment: U.S. dollars Method of Payment of Purchase Price: Paid by Barclays Bank PLC on behalf of the Underwriters to the Bank in same-day funds Ratings: AAA (Stable Outlook) by Standard & Poor’s Ratings Services / Aaa (Stable Outlook) by ▇▇▇▇▇’▇ Investors Service / AAA (Stable Outlook) by Fitch Ratings Funds for Payment of Purchase Price: U.S. dollars Sinking Fund Provisions: None Redemption Provisions: None Form of Security: Global securities in registered form Denomination: U.S. $1,000 Closing Date, Time and Location: October 21, 2020, 9:00 a.m., New York City time, Cravath, Swaine & ▇▇▇▇▇ LLP, CityPoint, One ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, U.K. Securities Exchange for Listing: Luxembourg Stock Exchange Underwriters’ Expense Reimbursement: None Notices to Underwriters: Barclays Bank PLC ▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn.: Debt Syndicate CIBC World Markets Corp. ▇▇▇ ▇▇▇▇▇▇▇ We hereby confirm as of the date hereof that such letter correctly sets forth the agreement between the Bank and the several Underwriters▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ Attn.: Execution Management

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ BNP Paribas By: /s/ ▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ By: /s/ Adrien de Naurois Adrien de Naurois Date of Underwriting Agreement: May 12, 2020 Applicable Time: 12:20 p.m., New York City time Registration Statement Number: 333-223825 Underwriters: BNP Paribas Citigroup Global Markets Limited Deutsche Bank Aktiengesellschaft ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Manufacturers: BNP Paribas Citigroup Global Markets Limited Deutsche Bank Aktiengesellschaft ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Title: 0.875% Notes due 2030 Principal Amount: U.S. $1,000,000,000 Maturity: May 17, 2030 Interest Rate: 0.875% per annum, payable semi-annually in arrear Currency of Security: U.S. dollars Interest Payment Dates: May 17 and November 17 of each year, commencing November 17, 2020 Record Dates: The date that is ten calendar days prior to each interest payment date Combined Underwriting and Management Commission and Selling Concession: 0.175% Purchase Price: 98.922% Public Offering Price: 99.097% Currency of Payment: U.S. dollars Method of Payment of Purchase Price: Paid by ▇▇▇▇▇▇▇ ▇▇▇▇▇ International on behalf of the Underwriters to the Bank in same-day funds Ratings: AAA (Stable Outlook) by Standard & Poor’s Ratings Services / Aaa (Stable Outlook) by ▇▇▇▇▇’▇ Investors Service / AAA (Stable Outlook) by Fitch Ratings Funds for Payment of Purchase Price: U.S. dollars Sinking Fund Provisions: None Redemption Provisions: None Form of Security: Global securities in registered form Denomination: U.S. $1,000 Closing Date, Time and Location: May 19, 2020, 9:00 a.m., New York City time, Cravath, Swaine & ▇▇▇▇▇ LLP, CityPoint, One ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, U.K. Securities Exchange for Listing: Luxembourg Stock Exchange Underwriters’ Expense Reimbursement: None Notices to Underwriters: BNP Paribas ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We hereby confirm as ▇▇▇ ▇▇▇ U.K. Attn.: Fixed Income Syndicate Citigroup Global Markets Limited Citigroup Centre Canada Square ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn.: Fixed Income Syndicate Desk Deutsche Bank Aktiengesellschaft Mainzer ▇▇▇▇▇▇▇▇▇▇▇ ▇▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ Attn.: Syndicate Desk ▇▇▇▇▇▇▇ ▇▇▇▇▇ International ▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ London EC1A 1HQ U.K. Attn.: Syndicate Desk BNP Paribas ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn.: Fixed Income Syndicate 250,000,000 Citigroup Global Markets Limited Citigroup Centre Canada Square ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn.: Fixed Income Syndicate Desk 250,000,000 Deutsche Bank Aktiengesellschaft ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ Attn.: Syndicate Desk 250,000,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇ International ▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ London EC1A 1HQ U.K. Attn.: Syndicate Desk 250,000,000 Total 1,000,000,000 A. Pricing Disclosure Package 1. Prospectus dated May 18, 2018 relating to the Notes. 2. Final Term Sheet dated May 12, 2020 setting forth certain pricing-related terms of the date hereof that such letter correctly sets forth the agreement between the Bank and the several UnderwritersNotes. B. Other Free Writing Prospectuses consented to as required under Section 5 hereof

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We hereby confirm as RBC Capital Markets, LLC By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ For and on behalf of HSBC Bank plc ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International plc RBC Capital Markets, LLC Date of Underwriting Agreement: February 4, 2020 Applicable Time: 11:05 a.m., New York City time Registration Statement Number: 333-223825 Underwriters: HSBC Bank plc ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International plc RBC Capital Markets, LLC Manufacturers: HSBC Bank plc ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International plc Title: 1.375% Notes due 2023 Principal Amount: U.S. $3,000,000,000 Maturity: May 15, 2023 Interest Rate: 1.375% per annum, payable semi-annually in arrear Currency of Security: U.S. dollars Interest Payment Dates: 15 May and 15 November of each year, commencing 15 May, 2020 Record Dates: The date that is ten calendar days prior to each interest payment date Combined Underwriting and Management Commission and Selling Concession: 0.100% Purchase Price: 99.587% Public Offering Price: 99.687% Currency of Payment: U.S. dollars Method of Payment of Purchase Price: Paid by RBC Capital Markets, LLC on behalf of the date hereof that such letter correctly sets forth the agreement between Underwriters to the Bank in same-day funds Ratings: AAA (Stable Outlook) by Standard & Poor’s Ratings Services / Aaa (Stable Outlook) by ▇▇▇▇▇’▇ Investors Service / AAA (Stable Outlook) by Fitch Ratings Funds for Payment of Purchase Price: U.S. dollars Sinking Fund Provisions: None Redemption Provisions: None Form of Security: Global securities in registered form Denomination: U.S. $1,000 Closing Date, Time and the several Location: February 11, 2020, 9:00 a.m., New York City time, Cravath, Swaine & ▇▇▇▇▇ LLP, CityPoint, One ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, U.K. Securities Exchange for Listing: Luxembourg Stock Exchange Underwriters’ Expense Reimbursement: None Notices to Underwriters: HSBC Bank plc ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn.: Transaction Management Group ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International plc ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn.: Head of Transaction Management Group, Global Capital Markets RBC Capital Markets, LLC Brookfield Place 200 ▇▇▇▇▇ Street, 8th floor New York NY 10281 U.S.A. Attn.: US Transaction Management Group HSBC Bank plc ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn.: Transaction Management Group 1,000,000,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International plc ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn.: Head of Transaction Management Group, Global Capital Markets 1,000,000,000

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We hereby confirm as of the date hereof that such letter correctly sets forth the agreement between the Bank and the several Underwriters. By: /s/ Franck Hergault Franck Hergault By: /s/ Laurent Adoult Laurent Adoult ▇.▇. ▇▇▇▇▇▇ SECURITIES PLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INTERNATIONAL PLC By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Date of Underwriting Agreement: October 8, 2014 Applicable Time: 9:45 a.m., New York City time Registration Statement Number: 333-177074 Underwriters: Crédit Agricole Corporate and Investment Bank ▇.▇. ▇▇▇▇▇▇ Securities plc ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International plc Title: 2.500% Notes due 2024 Principal Amount: U.S. $1,000,000,000 Maturity: October 15, 2024 Interest Rate: 2.500% per annum, payable semi-annually in arrear Currency of Security: U.S. dollars Interest Payment Dates: April 15 and October 15 in each year, commencing April 15, 2015 Record Dates: The date that is ten calendar days prior to each interest payment date Combined Underwriting and Management Commission and Selling Concession: 0.175% Purchase Price: 99.002% Public Offering Price: 99.177% Currency of Payment: U.S. dollars Method of Payment of Purchase Price: Paid by ▇.▇. ▇▇▇▇▇▇ Securities plc on behalf of the Underwriters to the Bank in same-day funds Ratings: AAA (Stable Outlook) by Standard & Poor’s Ratings Services / Aaa (Stable Outlook) by ▇▇▇▇▇’▇ Investors Service / AAA (Stable Outlook) by Fitch Ratings Funds for Payment of Purchase Price: U.S. Dollars Sinking Fund Provisions: None Redemption Provisions: None

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European UnionCommunities. Please confirm that you are acting on behalf of yourselves and the other several Underwriters and that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We hereby confirm By: By: By: Date of Underwriting Agreement: Applicable Time: Registration Statement Number: Representatives: Title: Principal Amount: Maturity: Interest Rate: Currency of Security: Interest Payment Dates: Record Dates: Combined Underwriting and Management Commission and Selling Concession: Purchase Price: Public Offering Price: Currency of Payment: Method of Payment of Purchase Price: Ratings: Funds for Payment of Purchase Price: Sinking Fund Provisions: Redemption Provisions: Form of Security: Denomination: Closing Date, Time and Location: Securities Exchange for Listing: Underwriters’ Expense Reimbursement: Notices to Underwriters: Total A. Pricing Disclosure Package [list the Basic Prospectus, any Preliminary Final Prospectus, the Final Term Sheet and each Issuer Free Writing Prospectus] B. Other Free Writing Prospectuses Consented to as of the date hereof that such letter correctly sets forth the agreement between the Bank and the several Underwriters.required under Section 5 Hereof

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We hereby confirm as of the date hereof that such letter correctly sets forth the agreement between the Bank and the several Underwriters.. ▇▇▇▇▇▇▇ ▇▇▇▇▇ INTERNATIONAL By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇ For and on behalf of ▇▇▇▇▇▇▇ SACHS INTERNATIONAL ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INTERNATIONAL PLC THE TORONTO-DOMINION BANK Date of Underwriting Agreement: February 7, 2017 Applicable Time: 9:30 a.m., New York City time Registration Statement Number: 333-198097 Underwriters: ▇▇▇▇▇▇▇ Sachs International ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International plc The Toronto-Dominion Bank Title: 1.750% Notes due 2020 Principal Amount: U.S. $3,000,000,000 Maturity: May 15, 2020 Interest Rate: 1.750% per annum, payable semi-annually in arrear Currency of Security: U.S. dollars Interest Payment Dates: May 15 and November 15 of each year, commencing May 15, 2017 Record Dates: The date that is ten calendar days prior to each interest payment date Combined Underwriting and Management Commission and Selling Concession: 0.100% Purchase Price: 99.606% Public Offering Price: 99.706% Currency of Payment: U.S. dollars Method of Payment of Purchase Price: Paid by ▇▇▇▇▇▇▇ Sachs International on behalf of the Underwriters to the Bank in same-day funds Ratings: AAA (Stable Outlook) by Standard & Poor’s Ratings Services Aaa (Stable Outlook) by ▇▇▇▇▇’▇ Investors Service AAA (Stable Outlook) by Fitch Ratings Funds for Payment of Purchase Price: U.S. dollars

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ van Blerk ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ van Blerk We hereby confirm as of the date hereof that such letter correctly sets forth the agreement between the Bank and the several Underwriters. HSBC BANK PLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ SECURITIES PLC By: /s/ Alexander Braunleder Alexander Braunleder ▇▇▇▇▇▇▇ ▇▇▇▇▇ INTERNATIONAL By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Date of Underwriting Agreement: August 23, 2016 Applicable Time: 10:20 a.m., New York City time Registration Statement Number: 333-198097 Underwriters: HSBC Bank plc ▇.▇. ▇▇▇▇▇▇ Securities plc ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Title: 1.375% Notes due 2021 Principal Amount: U.S. $3,500,000,000 Maturity: September 15, 2021 Interest Rate: 1.375% per annum, payable semi-annually in arrear Currency of Security: U.S. dollars Interest Payment Dates: March 15 and September 15 of each year, commencing March 15, 2017 Record Dates: The date that is ten calendar days prior to each interest payment date Combined Underwriting and Management Commission and Selling Concession: 0.125% Purchase Price: 99.729% Public Offering Price: 99.854% Currency of Payment: U.S. dollars Method of Payment of Purchase Price: Paid by ▇.▇. ▇▇▇▇▇▇ Securities plc on behalf of the Underwriters to the Bank in same-day funds Ratings: AAA (Stable Outlook) by Standard & Poor’s Ratings Services / Aaa (Stable Outlook) by ▇▇▇▇▇’▇ Investors Service / AAA (Stable Outlook) by Fitch Ratings Funds for Payment of Purchase Price: U.S. dollars Sinking Fund Provisions: None Redemption Provisions: None

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Barclays Bank PLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ We hereby confirm as By: /s/ ▇▇▇▇▇▇ ▇. De Naurois ▇▇▇▇▇▇ ▇. De Naurois Date of Underwriting Agreement: April 16, 2020 Applicable Time: 11:03 a.m., New York City time Registration Statement Number: 333-223825 Underwriters: Barclays Bank PLC Citigroup Global Markets Limited ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Manufacturers: Barclays Bank PLC Citigroup Global Markets Limited ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Title: 0.625% Notes due 2025 Principal Amount: U.S. $3,000,000,000 Maturity: July 25, 2025 Interest Rate: 0.625% per annum, payable semi-annually in arrear Currency of Security: U.S. dollars Interest Payment Dates: January 25 and July 25 of each year, commencing July 25, 2020 Record Dates: The date that is ten calendar days prior to each interest payment date Combined Underwriting and Management Commission and Selling Concession: 0.125% Purchase Price: 99.530% Public Offering Price: 99.655% Currency of Payment: U.S. dollars Method of Payment of Purchase Price: Paid by ▇▇▇▇▇▇▇ ▇▇▇▇▇ International on behalf of the date hereof that such letter correctly sets forth the agreement between Underwriters to the Bank in same-day funds Ratings: AAA (Stable Outlook) by Standard & Poor’s Ratings Services / Aaa (Stable Outlook) by ▇▇▇▇▇’▇ Investors Service / AAA (Stable Outlook) by Fitch Ratings Funds for Payment of Purchase Price: U.S. dollars Sinking Fund Provisions: None Redemption Provisions: None Form of Security: Global securities in registered form Denomination: U.S. $1,000 Closing Date, Time and Location: April 23, 2020, 9:00 a.m., New York City time, Cravath, Swaine & ▇▇▇▇▇ LLP, CityPoint, One ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, U.K. Securities Exchange for Listing: Luxembourg Stock Exchange Underwriters’ Expense Reimbursement: None Notices to Underwriters: Barclays Bank PLC ▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn.: Debt Syndicate Citigroup Global Markets Limited Citigroup Centre Canada Square ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn.: Fixed Income Syndicate Desk ▇▇▇▇▇▇▇ ▇▇▇▇▇ International ▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ London EC1A 1HQ U.K. Attn.: Syndicate Desk Barclays Bank PLC 5 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn.: Debt Syndicate 1,000,000,000 Citigroup Global Markets Limited Citigroup Centre Canada Square ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn.: Fixed Income Syndicate Desk 1,000,000,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇ International ▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ London EC1A 1HQ U.K. Attn.: Syndicate Desk 1,000,000,000 Total 3,000,000,000 A. Pricing Disclosure Package 1. Prospectus dated May 18, 2018 relating to the several UnderwritersNotes. 2. Final Term Sheet dated April 16, 2020 setting forth certain pricing-related terms of the Notes. B. Other Free Writing Prospectuses consented to as required under Section 5 hereof

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that you are acting on behalf of yourselves and the other several Underwriters and that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We hereby confirm as By: By: By: Applicable Time: Registration Statement Number: Representatives: Title: Principal Amount: Maturity: Interest Rate: Currency of the date hereof that such letter correctly sets forth the agreement between the Bank Security: Interest Payment Dates: Record Dates: Combined Underwriting and the several Management Commission and Selling Concession: Purchase Price: Public Offering Price: Currency of Payment: Method of Payment of Purchase Price: Ratings: Funds for Payment of Purchase Price: Sinking Fund Provisions: Redemption Provisions: Form of Security: Denomination: Closing Date, Time and Location: Securities Exchange for Listing: Underwriters.’ Expense Reimbursement: Notices to Underwriters: Total A. Pricing Disclosure Package

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We hereby confirm as of the date hereof that such letter correctly sets forth the agreement between the Bank and the several Underwriters.

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We hereby confirm as of the date hereof that such letter correctly sets forth the agreement between the Bank and the several Underwriters.Nicola Mercusa Nicola Mercusa

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We hereby confirm as BARCLAYS BANK PLC DEUTSCHE BANK AG, LONDON BRANCH ▇.▇. ▇▇▇▇▇▇ SECURITIES PLC By: ▇.▇. ▇▇▇▇▇▇ SECURITIES PLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Date of Underwriting Agreement: February 3, 2015 Applicable Time: 10:15 a.m., New York City time Registration Statement Number: 333-198097 Underwriters: Barclays Bank PLC Deutsche Bank AG, London Branch ▇.▇. ▇▇▇▇▇▇ Securities plc Title: 1.875% Notes due 2025 Principal Amount: U.S. $3,000,000,000 Maturity: February 10, 2025 Interest Rate: 1.875% per annum, payable semi-annually in arrear Currency of Security: U.S. dollars Interest Payment Dates: February 10 and August 10 of each year, commencing August 10, 2015 Record Dates: The date that is ten calendar days prior to each interest payment date Combined Underwriting and Management Commission and Selling Concession: 0.175% Purchase Price: 99.372% Public Offering Price: 99.547% Currency of Payment: U.S. dollars Method of Payment of Purchase Price: Paid by ▇.▇. ▇▇▇▇▇▇ Securities plc on behalf of the date hereof that such letter correctly sets forth the agreement between Underwriters to the Bank and the several Underwriters.in same-day funds Ratings: AAA (Stable Outlook) by Standard & Poor’s Ratings Services Aaa (Stable Outlook) by ▇▇▇▇▇’▇ Investors Service AAA (Stable Outlook) by Fitch Ratings Funds for Payment of Purchase Price: U.S. dollars Sinking Fund Provisions: None Redemption Provisions: None

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ van Blerk ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ van Blerk We hereby confirm as of the date hereof that such letter correctly sets forth the agreement between the Bank and the several Underwriters.. DEUTSCHE BANK AG, LONDON BRANCH ▇▇▇▇▇▇▇ ▇▇▇▇▇ INTERNATIONAL THE TORONTO-DOMINION BANK By: ▇▇▇▇▇▇▇ SACHS INTERNATIONAL By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Date of Underwriting Agreement: January 5, 2016 Applicable Time: 11:20 a.m., New York City time Registration Statement Number: 333-198097 Underwriters: Deutsche Bank AG, London Branch ▇▇▇▇▇▇▇ ▇▇▇▇▇ International The Toronto-Dominion Bank Title: 2.000% Notes due 2021 Principal Amount: U.S. $4,500,000,000 Maturity: March 15, 2021 Interest Rate: 2.000% per annum, payable semi-annually in arrear Currency of Security: U.S. dollars Interest Payment Dates: March 15 and September 15 of each year, commencing March 15, 2016 Record Dates: The date that is ten calendar days prior to each interest payment date Combined Underwriting and Management Commission and Selling Concession: 0.125% Purchase Price: 99.676% Public Offering Price: 99.801% Currency of Payment: U.S. dollars Method of Payment of Purchase Price: Paid by ▇▇▇▇▇▇▇ Sachs International on behalf of the Underwriters to the Bank in same-day funds Ratings: AAA (Stable Outlook) by Standard & Poor’s Ratings Services Aaa (Stable Outlook) by ▇▇▇▇▇’▇ Investors Service AAA (Stable Outlook) by Fitch Ratings Funds for Payment of Purchase Price: U.S. Dollars Sinking Fund Provisions: None Redemption Provisions: None

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We hereby confirm as of the date hereof that such letter correctly sets forth the agreement between the Bank and the several Underwriters.. CITIGROUP GLOBAL MARKETS INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ INTERNATIONAL By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ INTERNATIONAL By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Date of Underwriting Agreement: October 6, 2015 Applicable Time: 11:30 a.m., New York City time Registration Statement Number: 333-198097 Underwriters: Citigroup Global Markets Inc. ▇▇▇▇▇▇▇ Sachs International ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Title: 1.625% Notes due 2020 Principal Amount: U.S. $4,000,000,000 Maturity: December 15, 2020 Interest Rate: 1.625% per annum, payable semi-annually in arrear Currency of Security: U.S. dollars Interest Payment Dates: June 15 and December 15 of each year, commencing December 15, 2015 Record Dates: The date that is ten calendar days prior to each interest payment date Combined Underwriting and Management Commission and Selling Concession: 0.125% Purchase Price: 99.629% Public Offering Price: 99.754% Currency of Payment: U.S. dollars Method of Payment of Purchase Price: Paid by ▇▇▇▇▇▇▇ Sachs International on behalf of the Underwriters to the Bank in same-day funds Ratings: AAA (Stable Outlook) by Standard & Poor’s Ratings Services Aaa (Stable Outlook) by ▇▇▇▇▇’▇ Investors Service AAA (Stable Outlook) by Fitch Ratings Funds for Payment of Purchase Price: U.S. dollars Sinking Fund Provisions: None Redemption Provisions: None

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We hereby confirm as of the date hereof that such letter correctly sets forth the agreement between the Bank and the several Underwriters.. BNP PARIBAS By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ van Blerk ▇▇▇▇▇▇▇ van Blerk ▇▇▇▇▇▇▇ ▇▇▇▇▇ INTERNATIONAL By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ For and on behalf of ▇▇▇▇▇▇▇ SACHS INTERNATIONAL HSBC BANK PLC THE TORONTO-DOMINION BANK Date of Underwriting Agreement: October 23, 2018 Applicable Time: 10:15 a.m., New York City time Registration Statement Number: 333-223825 Underwriters: ▇▇▇▇▇▇▇ ▇▇▇▇▇ International HSBC Bank plc The Toronto-Dominion Bank Manufacturers: ▇▇▇▇▇▇▇ Sachs International HSBC Bank plc The Toronto-Dominion Bank Title: 3.125% Notes due 2023 Principal Amount: U.S. $3,000,000,000 Maturity: December 14, 2023 Interest Rate: 3.125% per annum, payable semi-annually in arrear Currency of Security: U.S. dollars Interest Payment Dates: June 14 and December 14 of each year, commencing December 14, 2018 Record Dates: The date that is ten calendar days prior to each interest payment date Combined Underwriting and Management Commission and Selling Concession: 0.125% Purchase Price: 99.652% Public Offering Price: 99.777% Currency of Payment: U.S. dollars Method of Payment of Purchase Price: Paid by ▇▇▇▇▇▇▇ ▇▇▇▇▇ International on behalf of the Underwriters to the Bank in same-day funds Ratings: AAA (Stable Outlook) by Standard & Poor’s Ratings Services / Aaa (Stable Outlook) by ▇▇▇▇▇’▇ Investors Service / AAA (Stable Outlook) by Fitch Ratings Funds for Payment of Purchase Price: U.S. dollars Sinking Fund Provisions: None Redemption Provisions: None Form of Security: Global securities in registered form Denomination: U.S. $1,000 Closing Date, Time and Location: October 30, 2018, 9:00 a.m., New York City time, Cravath, Swaine & ▇▇▇▇▇ LLP, CityPoint, One ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, U.K. Securities Exchange for Listing: Luxembourg Stock Exchange Underwriters’ Expense Reimbursement: None Notices to Underwriters: ▇▇▇▇▇▇▇ Sachs International ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ U.K. Attn.: Syndicate Desk HSBC Bank plc ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We hereby confirm as ▇▇▇ ▇▇▇ U.K. Attn.: Transaction Management Group The Toronto-Dominion Bank ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ U.K. Attn.: Managing Director, Origination and Syndication Name and Address of Underwriters Principal Amount of Securities to be Purchased (U.S.$) ▇▇▇▇▇▇▇ ▇▇▇▇▇ International ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ U.K. Attn.: Syndicate Desk 1,000,000,000 HSBC Bank plc ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn.: Transaction Management Group 1,000,000,000 The Toronto-Dominion Bank ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ U.K. Attn.: Managing Director, Origination and Syndication 1,000,000,000 Total 3,000,000,000 A. Pricing Disclosure Package 1. Prospectus dated May 18, 2018 relating to the Notes. 2. Final Term Sheet dated October 23, 2018 setting forth certain pricing-related terms of the date hereof that such letter correctly sets forth the agreement between the Bank and the several UnderwritersNotes. B. Other Free Writing Prospectuses consented to as required under Section 5 hereof

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We hereby confirm as BARCLAYS BANK PLC By: /s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ For and on behalf of BARCLAYS BANK PLC CITIGROUP GLOBAL MARKETS LIMITED THE TORONTO-DOMINION BANK Date of Underwriting Agreement: January 7, 2020 Applicable Time: 11:50 a.m., New York City time Registration Statement Number: 333-223825 Underwriters: Barclays Bank PLC Citigroup Global Markets Limited The Toronto-Dominion Bank Manufacturers: Barclays Bank PLC Citigroup Global Markets Limited The Toronto-Dominion Bank Title: 1.625% Notes due 2025 Principal Amount: U.S. $4,000,000,000 Maturity: March 14, 2025 Interest Rate: 1.625% per annum, payable semi-annually in arrear Currency of Security: U.S. dollars Interest Payment Dates: March 14 and September 14 of each year, commencing March 14, 2020 Record Dates: The date that is ten calendar days prior to each interest payment date Combined Underwriting and Management Commission and Selling Concession: 0.125% Purchase Price: 99.575% Public Offering Price: 99.700% Currency of Payment: U.S. dollars Method of Payment of Purchase Price: Paid by Barclays Bank PLC on behalf of the date hereof that such letter correctly sets forth the agreement between Underwriters to the Bank in same-day funds Ratings: AAA (Stable Outlook) by Standard & Poor’s Ratings Services / Aaa (Stable Outlook) by ▇▇▇▇▇’▇ Investors Service / AAA (Stable Outlook) by Fitch Ratings Funds for Payment of Purchase Price: U.S. dollars Sinking Fund Provisions: None Redemption Provisions: None Form of Security: Global securities in registered form Denomination: U.S. $1,000 Closing Date, Time and Location: January 14, 2020, 9:00 a.m., New York City time, Cravath, Swaine & ▇▇▇▇▇ LLP, CityPoint, One ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, U.K. Securities Exchange for Listing: Luxembourg Stock Exchange Underwriters’ Expense Reimbursement: None Notices to Underwriters: Barclays Bank PLC ▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn: Debt Syndicate Citigroup Global Markets Limited Citigroup Centre Canada Square ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn.: Fixed Income Syndicate Desk The Toronto-Dominion Bank ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ U.K. Attn.: Managing Director, Origination and Syndication Barclays Bank PLC 5 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn: Debt Syndicate 1,333,334,000 Citigroup Global Markets Limited Citigroup Centre Canada Square ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ U.K. Attn.: Fixed Income Syndicate Desk 1,333,333,000 The Toronto-Dominion Bank ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ U.K. Attn.: Managing Director, Origination and Syndication 1,333,333,000 Total 4,000,000,000 A. Pricing Disclosure Package 1. Prospectus dated May 18, 2018 relating to the several UnderwritersNotes. 2. Final Term Sheet dated January 7, 2020 setting forth certain pricing-related terms of the Notes. B. Other Free Writing Prospectuses consented to as required under Section 5 hereof

Consent to Service of Process. (a) The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank. (b) Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (c) The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union. Please confirm that the foregoing correctly sets forth the agreement between the Bank and the several UnderwritersUnderwriter. Very truly yours, EUROPEAN INVESTMENT BANK By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ We hereby confirm as ▇▇▇▇▇▇▇ ▇▇▇▇▇ INTERNATIONAL By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Date of Underwriting Agreement: October 2, 2018 Applicable Time: 09:05 a.m., New York City time Registration Statement Number: 333-223825 Underwriter: ▇▇▇▇▇▇▇ Sachs International Manufacturer: ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Title: 3.250% Notes due 2024 The Notes offered under this Agreement will have the same terms (other than inter alia the price to the public and the issue date), form part of the same series and trade freely with the U.S. $3,500,000,000 principal amount of 3.250% Notes due 2024 issued on January 29, 2014 Additional Principal Amount: U.S. $1,000,000,000 Maturity: January 29, 2024 Interest Rate: 3.250% per annum, payable semi-annually in arrear, accruing from July 29, 2018 Currency of Security: U.S. dollars Interest Payment Dates: January 29 and July 29 of each year, commencing January 29, 2019 Record Dates: The date hereof that such letter correctly sets forth is ten calendar days prior to each interest payment date Combined Underwriting and Management Commission and Selling Concession: 0.050% Purchase Price: 100.461%, plus accrued interest from July 29, 2018 to the agreement between Closing Date Public Offering Price: 100.511%, plus accrued interest from July 29, 2018 to the Closing Date Currency of Payment: U.S. dollars Method of Payment of Purchase Price: Paid by ▇▇▇▇▇▇▇ Sachs International to the Bank in same-day funds Ratings: AAA (Stable Outlook) by Standard & Poor’s Ratings Services / Aaa (Stable Outlook) by ▇▇▇▇▇’▇ Investors Service / AAA (Stable Outlook) by Fitch Ratings Funds for Payment of Purchase Price: U.S. dollars Sinking Fund Provisions: None Redemption Provisions: None Form of Security: Global securities in registered form Denomination: U.S. $1,000 Closing Date, Time and Location: October 10, 2018, 9:00 a.m., New York City time, Cravath, Swaine & ▇▇▇▇▇ LLP, CityPoint, One ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, U.K. Securities Exchange for Listing: Luxembourg Stock Exchange Underwriter’s Expense Reimbursement: None Notices to Underwriter: ▇▇▇▇▇▇▇ Sachs International ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ U.K. Attn.: Syndicate Desk Name and Address of Underwriter Principal Amount of Securities to be Purchased (U.S.$) ▇▇▇▇▇▇▇ ▇▇▇▇▇ International ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ U.K. Attn.: Syndicate Desk 1,000,000,000 Total 1,000,000,000 A. Pricing Disclosure Package 1. Prospectus dated May 18, 2018 relating to the several UnderwritersNotes. 2. Final Term Sheet dated October 2, 2018 setting forth certain pricing-related terms of the Notes. B. Other Free Writing Prospectuses consented to as required under Section 5 hereof