SUPPLEMENT DATED 14 JANUARY 2010 TO THE BASE PROSPECTUS DATED 28 APRIL 2009

MDC – GMTN B.V. (Incorporated with limited liability in The Netherlands, having its corporate seat in Amsterdam)

MUBADALA DEVELOPMENT COMPANY PJSC (Incorporated with limited liability in the Emirate of Abu Dhabi, United Arab Emirates)

Global Medium Term Note Programme

This Supplement (the Supplement) to the Base Prospectus (the Base Prospectus) dated 28 April 2009, as supplemented by a supplement dated 21 July 2009, which comprises a base prospectus constitutes a supplementary prospectus for the purposes of Section 87G of the Financial Services and Markets Act 2000 (the FSMA) and is prepared in connection with the Global Medium Term Note Programme (the Programme) established by MDC – GMTN B.V. (the Issuer). Terms defined in the Base Prospectus have the same meaning when used in this Supplement.

This Supplement is supplemental to, and should be read in conjunction with, the Base Prospectus and any other supplements to the Base Prospectus issued by the Issuer.

Each of the Issuer and Mubadala Development Company PJSC (the Guarantor) accepts responsibility for the information contained in this Supplement. To the best of the knowledge of each of the Issuer and the Guarantor (which have taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information.

On 7 September 2009, the Guarantor released its 2009 Interim Financial Statements (as defined in the Annex to this Supplement). A copy of the 2009 Interim Financial Statements have been filed with the Financial Services Authority and, by virtue of this Supplement, the 2009 Interim Financial Statements are incorporated in, and form part of, the Base Prospectus.

If documents which are incorporated by reference themselves incorporate any information or other documents therein, either expressly or implicitly, such information or other documents will not form part of this Supplement for the purposes of the Prospectus Directive (Directive 2003/71/EC) except where such information or other documents are specifically incorporated by reference.

Copies of all documents incorporated by reference in the Base Prospectus can be obtained from the registered office of the Issuer and the specified office of the Paying Agent for the time being in London.

The Annex to this Supplement sets out certain information which updates certain information included in the Base Prospectus. Information which is updated by reference to one section of the Base Prospectus may be repeated or referred to in other sections of that document. Accordingly, to the extent that there is any inconsistency between (a) any statement in this Supplement and (b) any other statement in or incorporated by reference in the Base Prospectus, the statements in (a) above will prevail.

Save as disclosed in this Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus since the publication of the Base Prospectus.

In accordance with section 87Q(4) FSMA, investors who have agreed to purchase or subscribe for the Notes before the Supplement is published have the right, exercisable before the end of the period of two working days beginning with the working day after the date on which this Supplement was published, to withdraw their acceptances.

ICM:9316673.6 1 ANNEX

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

The following paragraph shall be deemed to replace the second paragraph of the section entitled "Presentation of Financial and Other Information – Presentation of Financial Information".

"Unless otherwise indicated, the balance sheet, income statement and cash flow financial information included, or incorporated by reference, in this Base Prospectus relating to the Guarantor, its consolidated subsidiaries, jointly-controlled assets and equity accounted investees (the Group) has been derived from the audited consolidated financial statements of the Group as at and for the audited consolidated financial statements of the Group (the Annual Financial Statements) as at and for the financial years ended 31 December 2008 and 31 December 2007 (including the comparative information as at and for the financial year ended 31 December 2006) set forth elsewhere herein and from the condensed consolidated unaudited reviewed interim financial statements of the Group as at and for the six months ended 30 June 2009 (the 2009 Interim Financial Statements and together with the Annual Financial Statements, the Financial Statements). The comparative information for the six months ended 30 June 2008 contained in the 2009 Interim Financial Statements has not been subject to review procedures.

During the six month period ended 30 June 2009, the Group applied revised IAS 1 (Presentation of Financial Statements (2007)). As a result, the Group has presented in the consolidated statement of comprehensive income all changes in equity other than those resulting from transactions with owners in their capacity as owners, including additional shareholder contributions and changes in ownership interests in subsidiaries (owner changes in equity). All owner changes in equity are presented in the consolidated statement of changes in equity."

RISK FACTORS

The following section shall be deemed to replace the section entitled "Risk Factors".

"RISK FACTORS Each of the Issuer and the Guarantor believes that the following factors may affect its ability to fulfil its obligations under Notes issued under the Programme. All of these factors are contingencies which may or may not occur and neither the Issuer nor the Guarantor is in a position to express a view on the likelihood of any such contingency occurring. In addition, factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme are also described below. If any of the risks described below actually materialise, the Issuer, the Guarantor and/or the Group’s business, results of operations, financial condition or prospects could be materially adversely affected. If that were to happen, the trading price of the Notes could decline and investors could lose all or part of their investment. Each of the Issuer and the Guarantor believes that the factors described below represent all the material risks inherent in investing in Notes issued under the Programme, but the inability of the Issuer or the Guarantor to pay interest, principal or other amounts on or in connection with any Notes may occur for other reasons which may not be considered significant risks by the Issuer and the Guarantor based on information currently available to them or which they may not currently be able to anticipate. Prospective investors should also read the detailed information set out elsewhere in this Base Prospectus and reach their own views prior to making any investment decision.

ICM:9316673.6 2 FACTORS THAT MAY AFFECT THE GUARANTOR’S ABILITY TO FULFIL ITS OBLIGATIONS UNDER THE GUARANTEE

Risks Relating to the Group and its Strategy

The Group has Significant Funding Requirements and the Company is Currently Reliant on the Government for a Major Part of its Funding The Group anticipates that it will make significant capital and investment expenditures in future years. A substantial portion of its anticipated capital and investment expenditure over the next five years is expected to relate to its global commercial finance joint venture with General Electric Company (see “Description of the Group— Agreements with GE”), its Masdar Project (see “Description of the Group—Masdar”), certain real estate developments to be undertaken by it (see “Description of the Group—Business Units—Real Estate & Hospitality”) and investments in oil and gas projects. The Group’s budgeted capital and investment expenditure for 2009 was AED 51.8 billion, although the Group anticipates that not all of this amount will be spent during 2009, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Group—Capital and Investment Expenditure and Financing Plan”. The Group intends to fund its future capital and investment expenditures and its financial obligations (including obligations to pay principal and interest on the Notes) through capital contributions from the Government, borrowings from third parties (including by way of the issue of Notes under the Programme and through project financing) and internally generated cash flow. The availability of Group operating cash flow to the Issuer is limited. See “—Factors that may Affect the Issuer’s Ability to Fulfil its Obligations under Notes Issued under the Programme—The Issuer’s Assets are Limited to Inter-Company Loans made by it and the Availability of Group Operating Cash Flow to repay Inter-Company Loans to Finance Payments in respect of the Notes may be Limited”. Once a year, the Company, based on its annual budget, proposes, and the Government approves, an amount of capital contribution to be granted to the Group. Since its establishment, the Company has received capital contributions from the Government totalling AED 39.2 billion as at 31 December 2008 and the Government has approved further capital contributions of up to AED 21 billion in 2009, of which AED 8.8 billion had been received as at 30 June 2009. Should there be a shortfall in the funds required by the Group in order to fulfil its business objectives for the year, the Company may have to request additional funds from the Government during the course of the year. While the Government has historically provided adequate cash and other contributions to the Company to support its projects and investment objectives, the Government is not legally obliged to fund any of the Group’s projects or investments and accordingly may not do so, even if it has previously approved the proposed budget for the project or investment concerned. Accordingly, there can be no guarantee that the Company will continue to receive adequate contributions from the Government. The Group’s ability to obtain external financing and the cost of such financing are dependent on numerous factors including general economic and market conditions, international interest rates, credit availability from banks or other financiers, investor confidence in the Group and the success of the Group’s businesses. There can be no assurance that external financing, either on a short-term or long-term basis and whether to fund new projects or investments or to repay existing financing, will be available or, if available, that such financing will be obtainable on terms that are not onerous to the Group. In the event that the Company does not receive adequate financial support from the Government and alternative sources of financing are not available, this could have an adverse effect on the Group’s business, financial condition and results of operations and therefore on the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes. Potential investors should note that the Government does not guarantee the obligations of the Issuer or the Guarantor in respect of the Notes and the Noteholders therefore do not benefit from any legally enforceable Government backing. See generally, “Relationship with the Government”.

The Government’s Interests may, in Certain Circumstances, be Different from the Interests of the Noteholders The Company was formed by the Government as a business development and investment company to lead the Government’s development strategy described under “Relationship with the Government”. In carrying out this mandate, the Group has made and intends to continue to make investments in a range of companies and joint ventures with the primary goal of achieving attractive financial returns and a secondary goal of contributing benefit to the economic and social fabric of Abu Dhabi and its nationals. As the Company’s sole shareholder, the Government is in a position to control the outcome of actions requiring shareholders’ approval and also has the ability to approve the election of all the

ICM:9316673.6 3 members of the Company’s board of directors (the Board) and thus influence Board decisions. The interests of the Government may be different from those of the Company’s creditors (including the Noteholders). For example, decisions made by the Company’s four-member investment committee (the Investment Committee) and the Board may be influenced by the need to consider the social benefit of any investment to Abu Dhabi and its nationals. In the absence of any specific investment restrictions, including those aimed at avoiding concentrations in particular countries, regions or industrial sectors or designed to mitigate other potential investment risks, such decisions may prove to be more risky than decisions that might otherwise have been made. The Company has received from the Government significant grants of land, cash and other assets in recent years. These grants may be given subject to restrictions on their use and, except where the assets granted have been used by the Group in its business, may also be reclaimed by the Government. For this as well as other reasons, a significant part of the land granted to the Company by the Government is not yet recorded as an asset on the Group’s balance sheet. See note 36 to the 2008 Financial Statements and note 17 to the 2009 Interim Financial Statements).

The Notes will be Structurally Subordinated to the Claims of Creditors of the Company’s Subsidiaries and Incorporated Joint Ventures The Company’s subsidiaries and incorporated joint ventures have incurred, and will continue to incur in the future, substantial amounts of debt in order to finance their operations. In the event of the insolvency of any of the subsidiaries or incorporated joint ventures of the Company, claims of secured and unsecured creditors of such entity, including trade creditors, banks and other lenders, will have priority with respect to the assets of such entity over any claims that the Company or the creditors of the Company, as applicable, may have with respect to such assets. Accordingly, if the Company became insolvent at the same time, claims of the Noteholders against the Company in respect of any Notes would be structurally subordinated to the claims of all such creditors of the Company’s subsidiaries and incorporated joint ventures. The Conditions of the Notes do not restrict the amount of indebtedness which the Group may incur including indebtedness of subsidiaries and joint ventures.

The Group Depends on the Skill and Judgment of the Members of its Investment Committee and Board for all of its Major Investment Decisions The Investment Committee is involved in the evaluation and endorsement for Board approval of all major investment decisions made by the Group and, subject to appropriate Board-delegated authority limits, in certain cases may approve investment decisions on its own behalf. The Group’s success is thus dependant to a significant extent on the skill and judgment of the members of the Investment Committee and the Board.

The Group may not be Able to Manage its Growth Successfully The Group has expanded rapidly since 2004, diversifying its activities and expanding its geographic scope, and anticipates that this growth will continue at least in the near future. Although the Group has recruited management personnel with experience in the new industry sectors and jurisdictions in which it operates, the Group’s recent and anticipated future growth in its operations may challenge its managerial, operational, financial and other resources and its ability to engage, attract and retain additional qualified personnel. Management of rapid growth requires, among other things, stringent control of financial systems and operations, the continued development of management controls, the hiring and training of new personnel and continued access to funds to finance the growth. It also significantly increases costs, including the cost of recruiting, training and retaining a sufficient number of professionals and the cost of compliance arising from exposure to additional activities and jurisdictions. These challenges will increase if the Group continues to expand into new businesses and jurisdictions. As the Group expands its operations, it may become subject to legal uncertainties or regulations to which it is not currently subject or from which it is currently exempt, which may lead to greater exposure to risk or higher compliance costs. The Group’s expected growth may also lead to organisational and cultural challenges as it strives to integrate its newly acquired businesses, including ensuring that adequate controls and supervisory procedures are in place. Furthermore, because members of the Group hold minority investments in a number of privately held companies, the Group may face additional challenges maintaining an overall system of internal controls which allows management to monitor the Group’s investments regularly and effectively. There can be no assurance that the Group’s existing systems and resources will be adequate to support the growth of its operations. Inability of the management to manage the Group’s operational expansion effectively could adversely affect the Group’s business, financial condition and results of operations and could therefore affect the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes.

ICM:9316673.6 4 The Company has a Limited Operating History and the Group’s Historical Financial Statements are of Limited Relevance in Assessing its Future Financial Performance or the Ability of the Issuer and the Guarantor to Perform their Respective Obligations in respect of any Notes The Company commenced operations in 2002 and has only a limited history of operating as a corporate entity. The Group’s business and prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development. As a business with a limited operating history, there can be no assurance that the Group will be successful in implementing its business plan, and the failure to do so could have an adverse effect on the Group’s business, results of operations and financial condition and on the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes. In addition, because of the Company’s recent establishment, the fact that a number of its projects are still in the construction phase, the fact that it has made a number of significant investments over the period since its incorporation and the fact that it expects to enter into further projects and/or make further significant investments in future years, its historic financial statements may not be helpful in assessing the Group’s future cash flows, results of operations or rate of growth or the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes. Further, the Group’s results of operations for 2008 were adversely affected by the significant downturn in world economic conditions experienced since early 2008 and a significant decline in oil prices since mid 2008. In particular, principally as a result of declining stock market valuations, the Group recorded approximately AED 11.8 billion in losses (including impairment losses) on its investments in joint ventures, associates and other companies. In addition, as a result of the decline in oil prices referred to above, the Group recorded an impairment loss of approximately AED 3 billion on the value of the reserves held by its subsidiary, Pearl Energy Limited. The Company may record further losses (including impairment losses) in future periods.

The Group is Substantially Dependant on Two Customers for a Significant Proportion of its Revenues from the Sale of Goods and Services In 2008, Dolphin Project sales to Tasweeq, the marketing entity of the State of Qatar responsible for marketing regulated products produced by the Dolphin Project at the Ras Laffan gas processing plant for on-sale into the international marketplace in accordance with Qatari statutory requirements, accounted for 48.6 per cent. of the Group’s revenues from the sale of goods and services. In addition, the Government (principally through payments to the Group companies undertaking certain university campus development projects and payments to another Group company under a 20-year maintenance, repair and overhaul contract with the UAE Armed Forces) accounted for a further 16.2 per cent. of the Group’s revenues from the sale of goods and services in 2008. In the six months ended 30 June 2009, the corresponding percentages were 20.9 per cent. and 22.4 per cent., respectively. These projects and contract are described further under “Description of the Group—Business Units—Infrastructure” and “Description of the Group— Business Units—Services—Defence—Al Taif”, respectively. Any interruption to or termination of any of these projects or contracts could adversely affect the Group’s business, financial condition and results of operations and could therefore affect the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes.

The Government of the Kingdom of Saudi Arabia and the Government of Qatar have Entered into an Agreement that Purports to Grant the Kingdom of Saudi Arabia a Maritime Corridor Crossing the Route of the Export Pipeline In 2006, the government of the Kingdom of Saudi Arabia (the KSA Government and the KSA, respectively), in correspondence to certain of Dolphin Energy's shareholders and then existing lenders, asserted certain maritime claims in relation to a maritime area in which part of the Dolphin Energy gas export pipeline between Qatar and the UAE (the Export Pipeline) is situated. In response to these assertions, the government of the UAE (the UAE Government) at that time confirmed in writing to the recipients of such correspondence that decision-making authority in respect of the Export Pipeline and the maritime area through which it runs rests exclusively with the UAE and Qatar. Dolphin Energy has confirmed that, to its knowledge, there were no further developments in respect of these claims. In mid-June 2009, Dolphin Energy and its shareholders were informed by the General Secretary of the Permanent Boundaries Committee of the UAE that the KSA Government and the government of Qatar (the Qatar Government) on 5 July 2008 signed Joint Minutes (the Joint Minutes) pursuant to which Qatar purported to grant to the KSA, from within Qatar’s own maritime waters, a maritime corridor (the Maritime Corridor). The Maritime Corridor, approximately 5.5 kilometres in width and approximately 216 kilometres in length, crosses part of the route of the Export Pipeline. The Joint Minutes were subsequently approved by a decree of the Emir of Qatar and the King of the KSA and thereafter registered with the Secretariat of the United Nations on 19 March 2009. The Ministry of Foreign Affairs for the UAE Government has stated, in a letter to the UN Secretary General dated 16 June 2009, that, in

ICM:9316673.6 5 addition to other reservations, that the UAE does not recognise the parts of the Joint Minutes which are incompatible with existing agreements between the Qatar Government and the UAE Government and Abu Dhabi Government, including the inter-governmental agreement between the Qatar Government and the UAE Government relating to the Export Pipeline. The Company believes that the Joint Minutes are a matter to be resolved among the Qatar Government, the KSA Government and the UAE Government. Accordingly, the Company has not undertaken any legal analysis that would permit it to express any opinion as to the implications of the Joint Minutes under public international law or otherwise with respect to the portion of the Export Pipeline located in the Maritime Corridor (the Affected Portion) or potential actions by the KSA. Given the length and location of the Maritime Corridor, it would be uneconomic to re-route the Export Pipeline to avoid it. The Company is not able to determine what actions, if any, the KSA Government might take with respect to the Affected Portion nor the effect that any such actions might have on Dolphin Energy or the Company.

Risks Relating to the Group’s Investment Activities Generally Since the Company began operations in 2002, the Group has undertaken and is undertaking a number of significant projects including the Dolphin Project, the construction by Emirates Aluminium Company Limited PSC (EMAL) of a greenfield aluminium smelter (see “Description of the Group—Business Units—Energy & Industry— Industry—EMAL”), the Masdar Project, a significant joint venture with General Electric Company and a number of real estate projects. In undertaking these and other projects, the Group is exposed to a number of risks relating to the undertaking of significant projects, certain of which are summarised below. The realisation of any of the risks described below could have a material adverse impact on the Issuer’s and the Guarantor’s ability to fulfil their respective obligations in respect of any Notes. However, the information below is not intended to be exhaustive of the risks associated with any company undertaking one or more significant projects.

Implementing Projects is Inherently Risky When undertaking a new project, the Group faces a number of risks, including: • requirements to make significant capital expenditures without receiving cash flow from the project concerned until future periods; • possible shortage of available cash to fund construction and capital improvements and the related possibility that financing for such construction and capital improvements may not be available to the Group on suitable terms; • delays in obtaining, or a failure to obtain, all necessary governmental and regulatory permits, approvals and authorisations; • uncertainties as to market demand or a loss of market demand for the products to be generated by the project after construction has begun; • an inability to complete projects on schedule or within budgeted amounts; • fluctuations in demand for the products produced by the project due to a number of factors, including market and economic conditions and competition from third parties, that may result in the Group’s investment not being profitable; and • in relation to the Group’s real estate business, an ability to obtain desirable property locations. There can be no assurance that any or all of the Group’s current or future projects will be completed in the anticipated timeframe or at all, whether as a result of the factors specified above or for any other reason, and inability to complete a project in the anticipated timeframe or at all could have an adverse effect on the Group’s business, financial condition and results of operations and could therefore affect the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes. The Group’s projects are also exposed to a number of construction risks, including the following: • an inability to find a suitable contractor either at the commencement of a project or following a default by an appointed contractor; • default or failure by the Group’s contractors to finish projects on time and within budget; • disruption in service and access to third parties;

ICM:9316673.6 6 • defective materials; • shortages of materials, equipment and labour, adverse weather conditions, natural disasters, labour disputes, disputes with sub-contractors, accidents, changes in governmental priorities and other unforeseen circumstances; and • escalating costs of construction materials and global commodity prices. Moreover, continued growth through new projects and initiatives may also divert management’s capacity to deal with existing projects. Any of these factors could materially delay the completion of a project or materially increase the costs associated with a project in a manner that could have an adverse effect on the Group’s business, financial condition and results of operations and could therefore affect the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes.

Significant Acquisitions could Prove to be Costly in terms of the Group’s Time and Resources and may Impose Post- acquisition Integration Risks As part of its strategy, the Group may from time to time make substantial acquisitions. Such acquisitions expose the Group to numerous risks including: • diversion of management attention and financial resources that would otherwise be available for the ongoing development or expansion of existing operations; • unexpected losses of key employees, customers and suppliers of the acquired operations; • difficulties in integrating the financial, technological and management standards, processes, procedures and controls of the acquired business with those of the Group’s existing operations; • challenges in managing the increased scope, geographic diversity and complexity of the Group’s operations; • difficulties in obtaining any financing necessary to support the growth of the acquired businesses; and • difficulties in mitigating contingent and/or assumed liabilities. If the Group is unable to successfully meet the challenges associated with any significant acquisitions it may make, this could have a material adverse effect on the Group’s business, financial condition and results of operations and could therefore affect the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes.

The Group may Invest in Joint Ventures and Companies that the Group does not Control or over which it only has Joint Control and this could Expose the Group to Additional Risks The Group currently invests in, and expects to make additional investments in, joint ventures and companies that it does not control or over which it only has joint control. The Group also currently holds significant minority investments in public and non-public companies and may in the future also dispose of investments over time in a manner that results in it retaining only a minority interest. Investments in which the Group has joint control with third parties will be subject to the risk that the other shareholders of the company in which the investment is made, who may have different business or investment objectives, may have the ability to block business, financial or management decisions which the Group believes are crucial to the success of the project or investment concerned, or work in concert to implement initiatives which may be contrary to the Group’s interests. In addition, any of the Group’s joint venture partners may be unable or unwilling to fulfil their obligations under the relevant joint venture or other agreements or may experience financial or other difficulties that may adversely impact the Group’s investment. In many of its joint ventures, the Group is reliant on the particular expertise of its joint venture partners and any failure by any such partner to perform its obligations in a diligent manner could also adversely impact the Group’s investment. The Group can give no assurance as to the performance of any of its joint venture partners. Investments in which the Group only has a minority interest will be subject to the risk that the company in which the investment is made may make business, financial or management decisions with which the Group does not agree or that the majority shareholders or the management of the company may take risks or otherwise act in a manner that does not serve the Group’s interests. The Group’s equity investments in such companies may also be diluted if it does not partake in future equity or equity-linked fundraising opportunities.

ICM:9316673.6 7 If any of the foregoing were to occur, the Group’s business, financial condition and results of operations could be adversely affected and this could therefore affect the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes.

The Due Diligence Process that the Group Undertakes in Connection with New Projects and Investments may not Reveal all Relevant Facts Before implementing a new project or making a new investment, the Group conducts due diligence to the extent it deems reasonable and appropriate based on the applicable facts and circumstances. The objective of the due diligence process is to identify attractive investment opportunities and to prepare a framework that may be used from the date of investment to drive operational performance and value creation. When conducting due diligence, the Group evaluates a number of important business, financial, tax, accounting, environmental and legal issues in determining whether or not to proceed with a project or an investment. Outside consultants, including legal advisers, accountants, investment banks and industry experts, are involved in the due diligence process in varying degrees depending on the type of project or investment. Nevertheless, when conducting due diligence and making an assessment regarding a project or an investment, the Group can only rely on resources available to it, including information provided by the target of the investment where relevant and, in some circumstances, third party investigations. In some cases, information cannot be verified by reference to the underlying sources to the same extent as the Group could for information produced from its own internal sources. The due diligence process may at times be subjective and the Group can offer no assurance that any due diligence investigation it carries out with respect to any project or investment opportunity will reveal or highlight all relevant facts that may be necessary or helpful in evaluating such opportunity. Any failure by the Group to identify relevant facts through the due diligence process may cause it to make inappropriate business decisions, which could have an adverse effect on the Group’s business, financial condition and results of operations and could therefore affect the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes.

The Value of the Group’s Available for Sale and FVTPL Financial Assets may be Affected by Factors beyond the Group’s Control and Certain of the Group’s Available for Sale and FVTPL Financial Assets may be Difficult to Sell and these Factors may Adversely Affect the Group’s Ability to Generate Liquidity from the Sale of such Assets The Group currently holds certain investments in public and non-public companies which are treated in its financial statements as “available for sale” financial assets or as “fair value through profit and loss” (FVTPL) financial assets and accordingly are held at fair value on its balance sheet and revalued on each balance sheet date. As at 30 June 2009, 17.7 per cent. of the Group’s total assets were available for sale or FVTPL financial assets. The value of the Group’s available for sale and FVTPL financial assets may be volatile and is likely to fluctuate due to a number of factors beyond the Group’s control, including actual or anticipated fluctuations in the interim and annual results of the relevant companies and other companies in the industries in which they operate, market perceptions concerning the availability of additional securities for sale, general economic, social or political developments, changes in industry conditions, changes in government regulation, shortfalls in operating results from levels forecast by securities analysts, the general state of the securities markets and other material events, such as significant management changes, refinancings, acquisitions and dispositions. In addition, a substantial proportion of the Group’s available for sale and FVTPL financial assets (including its investments in The Carlyle Group (Carlyle) described under “Description of the Group—Other Investments”) are in unlisted companies and the Group expects to continue to make investments in such companies. Because these investments are not traded on a public market, it is difficult to accurately determine the fair value of such investments and it may be difficult to sell these investments if the need arises or if the Group determines such sale would be in its best interests. Even if the Group is able to sell these unlisted investments, the value received on such sale may not reflect the value at which they are held on the Group’s balance sheet and therefore any such sale could result in losses. The Group’s available for sale and FVTPL financial assets also include investments in publicly traded companies and it expects to continue to invest in publicly traded securities. Because these investments typically represent substantial holdings in such publicly traded companies, it may be difficult for the Group to liquidate its position without materially adversely affecting the trading price of the relevant securities. Accordingly, the value the Group could obtain on a sale of its publicly traded securities could be substantially less than the value at which they were previously recorded. As a result, if the Group were to be required to liquidate all or a portion of such investments quickly, it could realise a significant loss on the value of its investment. Any of the foregoing could have an adverse effect on the Group’s business, financial condition and results of operations and could therefore affect the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes.

ICM:9316673.6 8 Significant Management Discretion is Involved in the Preparation of the Group’s Consolidated Financial Statements for any Period The preparation of the Group’s consolidated financial statements requires management to make certain judgments, the most significant of which relate to: • the determination as to whether or not a real estate parcel granted to it by the Government should be recognised as an asset on the balance sheet and, to the extent that any such parcel is recognised as investment property, the determination of the fair value of that investment property; and • the estimation of impairment losses and any reversals of impairment losses, in particular in its equity accounted investees and available for sale investments which are not publicly traded, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Group— Critical Accounting Judgments and Key Sources of Estimation Uncertainty”. The exercise of this discretion may have a material effect on the Group’s results of operations as presented in its consolidated financial statements and the results of operations so presented could be materially different from those which would have been presented if different assumptions and/or estimates had been used. In addition, there can be no assurance that any assumptions made by management will necessarily prove to have been accurate predictions of future events.

Risks Relating to the Oil and Gas Industry Revenues from the production and sale of hydrocarbon products accounted for 34.4 per cent. of the Group’s total revenues from the sale of goods and services in the six month period ended 30 June 2009, 80.9 per cent. of such total revenues in 2008, 53.9 per cent. of such total revenues in 2007 and 38.2 per cent. of such total revenues in 2006. Accordingly, the Group is significantly exposed to risks relating to the oil and gas industry and certain of these which may be material are summarised below. The realisation of any of the risks described below could have a material adverse impact on the Group’s ability to fulfil its obligations under the Notes. However, the information below is not intended to be exhaustive of the risks associated with Group’s operations in the oil and gas industry.

Oil and Gas Operations are Subject to Numerous Operating, Regulatory and Market Risks The Group’s oil and gas production operations are subject to all the risks typically associated with such operations, including market fluctuations in the prices of oil and natural gas, uncertainties related to the delivery and proximity of its reserves to pipelines, gathering systems, processing facilities and other transportation interruptions, extensive government regulation relating to prices, taxes, royalties, land tenure, allowable production and the export of oil and gas, premature decline of reservoirs, invasion of water into producing formations and many other aspects of the oil and gas business, many of which are beyond the control of the Group. The exploration activities undertaken by the Group may involve unprofitable efforts, not only from dry wells, but from wells that are producing but do not produce sufficient revenues to return a profit after drilling, operating and other costs. Completion of a well does not assure a profit on the investment or recovery of drilling, completion and operating costs. In addition, drilling hazards or environmental damage could greatly increase the cost of operations and various field operating conditions may adversely affect the production from successful wells. Oil and gas development and exploration activities are also dependent on the cost and availability of drilling and related equipment and drilling personnel and specialists in the particular areas where such activities will be conducted. The lack of availability or high cost of limited equipment such as drilling rigs or access restrictions may adversely affect the Group’s operations and may delay its development and exploration activities. In the geographic areas in which the Group operates there is significant demand for drilling rigs and other equipment. Failure by the Group to secure necessary equipment or personnel could adversely affect its business, results of operations and financial condition and could therefore affect the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes.

The Group could Face Significant Liabilities under Environmental and Safety Laws Environmental contamination, toxicity and explosions from leakage and associated penalties are inherent risks to the oil and gas business. The Group may have to comply with national, state and local environmental laws and regulations in jurisdictions in which the Group operates which may affect its operations. These laws and regulations set various standards regulating certain aspects of health, safety, security and environmental quality, provide for civil and criminal penalties and other liabilities for the violation of such standards and establish in certain circumstances

ICM:9316673.6 9 obligations to remediate current and former facilities and locations where operations are or were conducted. In addition, special provisions may be appropriate or required in environmentally sensitive areas of operation. Significant liability could be imposed on members of the Group for damages, clean-up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous owners of property purchased by the Group, acts of sabotage or non-compliance with environmental laws or regulations. Such liability could have a material adverse effect on the Group’s business, financial condition and results of operations (either because of the cost implications for the Group or because of disruption to services provided at the relevant project or business). It may also result in a reduction of the value of the relevant project or business or affect the ability of the Group to dispose of such project or business. The Group cannot predict what environmental legislation or regulations will be enacted in the future or how existing or future laws or regulations will be administered or enforced. Compliance with more stringent laws or regulations, or more vigorous enforcement policies of any regulatory authority, could in the future require material expenditures by the Group for the installation and operation of systems and equipment for remedial measures, any or all of which may have a material adverse effect on the Group’s business, results of operations and financial condition and could therefore affect the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes.

Revenues Derived from the Group’s Oil and Gas Assets may Fluctuate with Changes in Oil and Gas Prices The Group’s business, financial condition, results of operations and future growth are partially dependent on the prices it is able to realise for its petroleum production. Historically, the markets for petroleum products have been volatile and such markets are likely to continue to be volatile in the future. Prices for oil are based on world supply and demand and are subject to large fluctuations in response to relatively minor changes to the demand for oil, whether the result of uncertainty or a variety of additional factors beyond the control of the Group, including actions taken by the Organization of the Petroleum Exporting Countries (OPEC) and adherence to agreed production quotas, war, terrorism, government regulation, social and political conditions in oil producing countries generally, economic conditions, prevailing weather patterns and meteorological phenomena such as storms and hurricanes and the availability of alternative sources of energy. It is impossible to accurately predict future crude oil and natural gas price movements. According to the OPEC website, in 2008 the monthly average price of the OPEC Reference Basket ranged from a high of U.S.$131.22 per barrel in July 2008 to a low of U.S.$38.60 per barrel in December 2008. In the six months ended 30 June 2009, the monthly average price of the OPEC Reference Basket ranged from a low of U.S.$41.41 per barrel in February 2009 to a high of U.S.$68.36 per barrel in June 2009. The substantial decline in the price of crude oil in the second half of 2008 and in the first part of 2009 adversely affected the Group’s revenues in 2008 and future volatility and, in particular, a sustained decline in the price of crude oil or natural gas could have an adverse effect on the Group’s revenues, operating income, cash flows and borrowing capacity and may require a reduction in the carrying value of the Group’s properties, its planned level of spending for exploration and development and the level of its reserves. No assurance can be given that prices will be sustained at levels that will enable the Group to operate its oil and gas businesses profitably.

The Group’s Exploration, Development and Production Licences may be Suspended, Terminated or Revoked prior to their Expiration and it may be Unable to Obtain or Maintain any Required Permits or Authorisations The Group conducts its oil and gas operations under numerous exploration, development and production licences. Most of these licences may be suspended, terminated or revoked if the relevant Group licensee fails to comply with the licence requirements, does not make timely payments of levies and taxes for the use of the subsoil, systematically fails to provide information, goes bankrupt or fails to fulfil any capital expenditure or production obligations or, in the case of operations in some countries, at the discretion of the relevant government regulator. In addition, territorial disputes may call into question the validity of certain of the Group’s offshore licenses. The Group may not comply with certain licence requirements for some or all of its licence areas. If it fails to fulfil the specific terms of any of its licences or if it operates in its licence areas in a manner that violates applicable law, government regulators may impose fines or suspend or terminate its licences, any of which could have an adverse effect on the Group’s business, financial condition and results of operations and could therefore affect the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes. In addition, to operate its oil and gas business as currently contemplated, the Group must obtain permits and authorisations to conduct operations, such as land allotments, approvals of designs and feasibility studies, pilot projects and development plans, and for the construction of any facilities onsite. It may not be able to obtain all required permits and authorisations. If the Group fails to receive any required permits or authorisations, it may have to delay its

ICM:9316673.6 10 investment or development programmes, or both, which could adversely affect its business, financial condition and results of operations.

The Oil and Gas Industry is Highly Competitive The oil and gas industry is highly competitive in all its phases. The Group competes with numerous other participants in the search for, and the acquisition of, oil and gas properties and in the marketing of oil and gas. The Group competes with oil and gas companies that may possess greater technical, physical and/or financial resources. Many of these competitors not only explore for and produce oil and natural gas, but also carry on refining operations and market petroleum and other products on an international basis. In addition, crude oil and natural gas production blocks are typically auctioned by governmental authorities and the Group faces intense competition in bidding for such production blocks, in particular those blocks with the most attractive crude oil and natural gas potential reserves. Such competition may result in the Group failing to obtain desirable production blocks or may result in the Group acquiring such blocks at a price which could result in the subsequent production not being economically viable. The Group also competes with other companies to attract and retain experienced skilled management and industry professionals. If the Group is unsuccessful in competing against other companies or if the Group fails to acquire or discover and thereafter develop new oil and gas reserves on a cost-effective basis, its business, financial condition and results of operations could be adversely affected which could therefore affect the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes.

Other General Risks

Economic Recessions or Downturns could Impair the Value of the Group’s Projects and Investments or Prevent it from Increasing its Project and Investment Base The Group may make investments in projects and companies that are susceptible to economic recessions or downturns. During periods of adverse economic conditions, these projects and companies may experience decreased revenues, financial losses, difficulty in obtaining access to financing and increased funding costs. During such periods, these projects and companies may also have difficulty in expanding their businesses and operations and be unable to meet their debt service obligations or other expenses as they become due. Any of the foregoing could cause the value of the Group’s affected projects and investments to decline. In addition, during periods of adverse economic conditions, the Group may have difficulty accessing financial markets, which could make it more difficult or impossible to obtain funding for additional projects and investments and adversely affect its business, financial condition and results of operations. Since early 2008, global credit markets, particularly in the United States and Europe, have experienced difficult conditions. These challenging market conditions have resulted in reduced liquidity, greater volatility, widening of credit spreads and lack of price transparency in credit markets. The financial performance of the Group has been adversely affected by these trends and could be further adversely affected by a worsening of general economic conditions in the markets in which each operates, as well as by United States and international trading market conditions and/or related factors. In addition, changes in investment markets, including changes in interest rates, exchange rates and returns from equity, property and other investments, may also adversely affect the financial performance of the Group which could therefore affect the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes.

Changes in Laws or Regulations, or a Failure to Comply with any Laws and Regulations, may Adversely Affect the Group’s Business The Group and each project and company in which it invests are subject to laws and regulations enacted by national, regional and local governments. Such laws and regulations may relate to licensing requirements, environmental obligations, health and safety obligations and a range of other requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on the Group’s business, financial condition and results of operations. In addition, a failure to comply with applicable laws or regulations could have an adverse effect on the Group’s business, financial condition and results of operations which could therefore affect the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes.

ICM:9316673.6 11 The Group may Choose to Pursue Investment Opportunities in Countries in which it has no Previous Investment Experience including in Markets that have Greater Social, Economic and Political Risks A significant portion of the Group’s projects and investments have been in the Middle East and North Africa (MENA) region, with a focus on Abu Dhabi in particular. However, the Group’s focus is not restricted regionally, and the Group intends to pursue its strategy in other regions of the world as well. It may therefore undertake projects and make investments in countries in which it has little or no previous investment experience. As a result, the Group may not be able to assess the risks of investing in such countries adequately, or may be unfamiliar with the laws and regulations of such countries governing the Group’s projects and investments. The Group cannot guarantee that its strategy will be successful in such markets. The projects and investments that the Group makes could lose some or all of their value and may generate returns that are substantially lower than those experienced by the Group through other projects and investments. In addition, investments made by the Group in emerging market securities involve a greater degree of risk than an investment in securities of issuers based in developed countries. Among other things, emerging market securities investments may carry the risk of less publicly available information, more volatile markets, less sophisticated securities market regulation, less favourable tax provisions, and a greater likelihood of severe inflation, unstable currency, corruption, war and expropriation of personal property than investments in securities of issuers based in developed countries. In addition, investment opportunities in certain emerging markets may be restricted by legal limits on foreign investment in local securities.

Risks Relating to Abu Dhabi, the UAE and the Middle East

The Group is subject to Political and Economic Conditions in Abu Dhabi, the UAE and the Middle East The Group currently has the majority of its operations and interests in the UAE, and plans to have the majority of its future investments in the UAE, with a particular focus on Abu Dhabi. While the UAE is seen as a relatively stable political environment, certain other jurisdictions in the Middle East are not. The Group’s business may be affected by the financial, political and general economic conditions prevailing from time to time in the UAE and the Middle East. It is not possible to predict the occurrence of events or circumstances such as war or hostilities, or the impact of such occurrences, and no assurance can be given that the Group would be able to sustain its current profit levels if adverse political events or circumstances were to occur. A general downturn or instability in certain sectors of the UAE or the regional economy could have an adverse effect on the Group’s business, financial condition and results of operations. Investors should also note that the Group’s business and financial performance could be adversely affected by political, economic or related developments both within and outside the Middle East because of inter-relationships within the global financial markets. Investors should also be aware that investments in emerging markets are subject to greater risks than those in more developed markets, including risks such as: • political, social and economic instability; • external acts of warfare and civil clashes; • governments’ actions or interventions, including tariffs, protectionism, subsidies, expropriation of assets and cancellation of contractual rights; • regulatory, taxation and other changes in law; • difficulties and delays in obtaining new permits and consents for the Group’s operations or renewing existing ones; • potential lack of reliability as to title to real property in certain jurisdictions where the Group operates; and • inability to repatriate profits and/or dividends. Accordingly, investors should exercise particular care in evaluating the risks involved and must decide for themselves whether, in the light of those risks, their investment is appropriate. Generally, investment in emerging markets is only suitable for sophisticated investors who fully appreciate the significance of the risk involved. Although the UAE has enjoyed significant economic growth, there can be no assurance that such growth or stability will continue, particularly in the light of the significant adverse financial and economic conditions experienced worldwide since early 2008. Moreover, while the UAE government’s policies have generally resulted in improved economic performance, there can be no assurance that such level of performance can be sustained.

ICM:9316673.6 12 The UAE’s Economy is Highly Dependent Upon its Oil Revenue The UAE’s economy, and the economy of Abu Dhabi in particular, is highly dependent upon its oil revenue. The Group has historically been funded in large part by contributions made by the Government. In turn, these contributions in large part derive from the significant oil revenues of the Government. Further declines in international prices for oil products in the future could therefore adversely affect the availability of funding for the Group from the Government which, in turn, could adversely affect the Group’s ability to fund its investments and on the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes. Oil prices have fluctuated in response to changes in many factors over which the Group has no control. These factors include, but are not limited to: • economic and political developments in oil producing regions, particularly in the Middle East; • global and regional supply and demand, and expectations regarding future supply and demand, for oil products; • the ability of members of OPEC and other crude oil producing nations to agree upon and maintain specified global production levels and prices; • the impact of international environmental regulations designed to reduce carbon emissions; • other actions taken by major crude oil producing or consuming countries; • prices and availability of alternative fuels; • global economic and political conditions; • prices and availability of new technologies; and • global weather and environmental conditions.

The Group’s Business may be Adversely Affected if the UAE dirham/U.S. dollar Peg were to be Removed or Adjusted The Group maintains its accounts, and reports its results, in UAE dirham. As at the date of this Base Prospectus, the UAE dirham remains pegged to the U.S. dollar. However, there can be no assurance that the UAE dirham will not be de-pegged in the future or that the existing peg will not be adjusted in a manner that adversely affects the Group. Any such de-pegging or adjustment could have an adverse effect on the Group’s business, financial condition and results of operations which could therefore affect the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes.

FACTORS THAT MAY AFFECT THE ISSUER’S ABILITY TO FULFIL ITS OBLIGATIONS UNDER NOTES ISSUED UNDER THE PROGRAMME

The Issuer has no Operating History As at the date of this Base Prospectus, the Issuer is a newly-established company with limited liability incorporated under the laws of The Netherlands on 26 March 2009 and has no operating history. The Issuer will not engage in any business activity other than the issuance of Notes under this Programme and other borrowing programmes established from time to time by the Guarantor, the making of loans to the Guarantor or other companies controlled by the Guarantor and other activities incidental or related to the foregoing. The Issuer is not expected to have any income but will receive payments from the Guarantor and/or from other companies controlled by the Guarantor in respect of loans made by the Issuer to those companies, which will be the only material sources of funds available to meet the claims of the Noteholders. As a result, the Issuer is subject to all the risks to which the Guarantor and other Group companies are subject, to the extent that such risks could limit their ability to satisfy in full and on a timely basis their respective obligations to the Issuer under any such loans. See “—Factors that may Affect the Guarantor’s Ability to Fulfil its Obligations under the Guarantee” for a further description of certain of these risks.

The Issuer’s Assets are Limited to Inter-Company Loans made by it and the Availability of Group Operating Cash Flow to repay Inter-Company Loans to Finance Payments in respect of the Notes may be Limited The Issuer’s principal direct assets will consist of the inter-company loan made by it of the proceeds of each issue of Notes to the Company or another member of the Group. The Issuer will rely upon repayment of each inter- company loan or distributions or other payments from the Company to generate the funds necessary to pay principal

ICM:9316673.6 13 and interest and other amounts payable with respect to each issue of Notes. In the absence of sufficient repayment of any inter-company loan, the Issuer’s ability to pay principal and interest and other amounts will depend on the Company’s ability to obtain additional external financing or capital contributions from the Government. The Company conducts its operations principally through, and derives all of its revenues from, its subsidiaries and joint ventures (whether incorporated in the form of jointly controlled entities or unincorporated in the form of jointly controlled assets) and it does not anticipate that this will change in the near future. Most of the Group’s indebtedness has been incurred by the Company’s subsidiaries and joint ventures. Such indebtedness, in certain cases, contains covenants which prevent or restrict distributions to the Company until such time as the relevant indebtedness has been repaid. The ability of the subsidiaries and joint ventures to pay dividends or make other distributions or payments to the Company will be subject to the availability of profits or funds for the purpose which, in turn, will depend on the future performance of the entity concerned which, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that may be beyond its control. In addition, any such entity may be subject to restrictions on the making of such distributions contained in applicable laws and regulations. There can be no assurance that the Group’s individual businesses will generate sufficient cash flow from operations or that alternative sources of financing will be available at any time in an amount sufficient to enable these businesses to service their indebtedness, to fund their other liquidity needs and to make payments to the Company sufficient to allow its payment obligations under any inter-company loans and/or its guarantee of any Notes to be met. If operating cash flows and other resources (for example any available debt or equity funding or the proceeds of asset sales) are not sufficient to repay obligations as they mature or to fund liquidity needs, any member of the Group may be forced, amongst other measures, to do one or more of the following: • delay or reduce capital expenditures; • forgo business opportunities, including acquisitions and joint ventures; or • restructure or refinance all or a portion of its debt on or before maturity, any or all of which could have an adverse effect on the Group’s business, financial condition and results of operations and therefore on the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes. If any Group company were to fail to satisfy any of its debt service obligations or to breach any related financial or operating covenants, the lender could declare the full amount of the indebtedness to be immediately due and payable and could foreclose on any assets pledged as collateral. In the case of borrowings by the Group’s joint ventures, this failure could arise through actions taken by one or more of the Group’s joint venture partners. Further, the Group’s financing arrangements may contain cross-default provisions such that a default under one particular financing arrangement could automatically trigger defaults under other financing arrangements. Such cross-default provisions could, therefore, magnify the effect of an individual default. As a result, any default under any indebtedness to which a Group company is party could result in a substantial loss to the Group or could otherwise have a material adverse effect on the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes.

FACTORS WHICH ARE MATERIAL FOR THE PURPOSE OF ASSESSING THE MARKET RISKS ASSOCIATED WITH NOTES ISSUED UNDER THE PROGRAMME

The Notes may not be a Suitable Investment for all Investors Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: • have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in this Base Prospectus or any applicable supplement; • have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact the Notes will have on its overall investment portfolio; • have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including Notes with principal or interest payable in one or more currencies, or where the currency for principal or interest payments is different from the potential investor’s currency;

ICM:9316673.6 14 • understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices and financial markets; and • be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. Some Notes may be complex financial instruments. Sophisticated institutional investors generally do not purchase complex financial instruments as stand-alone investments. They purchase complex financial instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. A potential investor should not invest in Notes which are complex financial instruments unless it has the expertise (either alone or with a financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of the Notes and the impact this investment will have on the potential investor’s overall investment portfolio.

Risks Related to the Structure of a Particular Issue of Notes A wide range of Notes may be issued under the Programme. A number of these Notes may have features which contain particular risks for potential investors. Set out below is a description of the most common such features:

The Notes may be Subject to Optional Redemption by the Issuer An optional redemption feature of Notes is likely to limit their market value. During any period when the Issuer may elect to redeem Notes, the market value of those Notes generally will not rise substantially above the price at which they can be redeemed. This also may be true prior to any redemption period. The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on the Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes being redeemed and may only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in the light of other investments available at that time.

The Notes may be Redeemed Prior to their Final Maturity Date for Tax Reasons If the Issuer becomes obliged to pay any additional amounts in respect of the Notes as provided or referred to in Condition 9 of the Notes or the Guarantor is unable for reasons outside its control to procure payment by the Issuer and in making payment itself would be required to pay such additional amounts, in each case as a result of any change in, or amendment to, the laws or regulations of a Tax Jurisdiction (as defined in Condition 9) or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the date on which agreement is reached to issue the first Tranche of the Notes, the Issuer may redeem all but not some only of the outstanding Notes of such Tranche in accordance with Condition 8(b) of the Notes.

Index Linked Notes and Dual Currency Notes are Subject to Additional Market Risks The Issuer may issue Notes with principal or interest determined by reference to an index or formula, to changes in the prices of securities or commodities, to movements in currency exchange rates or other factors (each, a Relevant Factor). In addition, the Issuer may issue Notes with principal or interest payable in one or more currencies which may be different from the currency in which the Notes are denominated. Potential investors should be aware that: • the market price of such Notes may be volatile; • they may receive no interest; • payment of principal or interest may occur at a different time or in a different currency than expected; • they may lose all or a substantial portion of their principal; • a Relevant Factor may be subject to significant fluctuations that may not correlate with changes in interest rates, currencies or other indices; • if a Relevant Factor is applied to Notes in conjunction with a multiplier greater than one or contains some other leverage factor, the effect of changes in the Relevant Factor on principal or interest payable likely will be magnified; and • the timing of changes in a Relevant Factor may affect the actual yield to investors, even if the average level is consistent with their expectations. In general, the earlier the change in the Relevant Factor, the greater the effect on yield.

ICM:9316673.6 15 The historical experience of an index should not be viewed as an indication of the future performance of such index during the term of any Index Linked Notes. Accordingly, each potential investor should consult its own financial and legal advisers about the risk entailed by an investment in any Index Linked Notes and the suitability of such Notes in the light of its particular circumstances.

Partly-paid Notes are Subject to Additional Risks The Issuer may issue Notes where the issue price is payable in more than one instalment. Failure to pay any subsequent instalment could result in an investor losing all of his investment.

Variable rate Notes with a Multiplier or Other Leverage Factor are Subject to Increased Volatility Notes with variable interest rates can be volatile investments. If they are structured to include multipliers or other leverage factors, or caps or floors, or any combination of those features or other similar related features, their market values may be even more volatile than those for securities that do not include those features.

Inverse Floating Rate Notes are Subject to Increased Volatility Inverse Floating Rate Notes have an interest rate equal to a fixed rate minus a rate based upon a reference rate such as LIBOR. The market values of those Notes typically are more volatile than market values of other conventional floating rate debt securities based on the same reference rate (and with otherwise comparable terms). Inverse Floating Rate Notes are more volatile because an increase in the reference rate not only decreases the interest rate of the Notes, but may also reflect an increase in prevailing interest rates, which further adversely affects the market value of these Notes.

Fixed/Floating Rate Notes are Subject to Additional Risks Fixed/Floating Rate Notes may bear interest at a rate that converts from a fixed rate to a floating rate, or from a floating rate to a fixed rate. Where the Issuer has the right to effect such a conversion, this will affect the secondary market and the market value of the Notes since the Issuer may be expected to convert the rate when it is likely to produce a lower overall cost of borrowing. If the Issuer converts from a fixed rate to a floating rate in such circumstances, the spread on the Fixed/Floating Rate Notes may be less favourable than the prevailing spreads on comparable Floating Rate Notes tied to the same reference rate. In addition, the new floating rate at any time may be lower than the rates on other Notes. If the Issuer converts from a floating rate to a fixed rate in such circumstances, the fixed rate may be lower than then prevailing rates on its Notes.

Notes issued at a Substantial Discount or Premium are Subject to Increased Volatility The market values of securities issued at a substantial discount or premium from their principal amount tend to fluctuate more in relation to general changes in interest rates than do prices for conventional interest-bearing securities. Generally, the longer the remaining term of the securities, the greater the price volatility as compared to conventional interest-bearing securities with comparable maturities.

Risks Relating to Notes Generally Set out below is a brief description of certain risks relating to the Notes generally:

The Notes are Subject to Modification by a Majority of Noteholders without the Consent of all Noteholders The conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority.

European Monetary Union If Notes are issued under the Programme which are denominated in the currency of a country which, at the time of issue, is not a member of the European Monetary Union which has adopted the euro as its sole currency and, before the relevant Notes are redeemed, the euro becomes the sole currency of that country, a number of consequences may follow including, but not limited to, any or all of the following: (i) all amounts payable in respect of the relevant Notes may become payable in euro, (ii) applicable law may allow or require such Notes to be re-denominated into euro and additional measures to be taken in respect of such Notes and (iii) there may no longer be available published or

ICM:9316673.6 16 displayed rates for deposits in such currency used to determine the rates of interest on such Notes. Any of these or any other consequences could adversely affect the holders of the relevant Notes.

The EU Savings Directive may give rise to Withholding on Certain Notes Under EC Council Directive 2003/48/EC on the taxation of savings income (the Directive), Member States are required to provide to the tax authorities of another Member State details of certain payments paid by a person within its jurisdiction to an individual resident in that other Member State. However, for a transitional period, Belgium, Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-EU countries and territories including Switzerland have adopted similar measures (a withholding system in the case of Switzerland). The European Commission is currently considering changes to the Directive, see “Taxation—EU Savings Directive”. If a payment were to be made or collected through a Member State which has opted for a withholding system and an amount of, or in respect of, tax were to be withheld from that payment, neither the Issuer, the Guarantor, as the case may be, nor any Paying Agent nor any other person would be obliged to pay additional amounts with respect to any Note as a result of the imposition of such withholding tax. The Issuer is required to maintain a Paying Agent in a Member State that is not obliged to withhold or deduct tax pursuant to the Directive.

A Change of Law may Adversely Affect the Notes The conditions of the Notes are based on English law in effect as at the date of this Base Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to English law or administrative practice after the date of this Base Prospectus.

Certain Bearer Notes the Denominations of which involve Integral Multiples may be Illiquid and Difficult to Trade In relation to any issue of Bearer Notes which have denominations consisting of a minimum Specified Denomination plus one or more higher integral multiples of another smaller amount, it is possible that such Notes may be traded in amounts that are not integral multiples of such minimum Specified Denomination. In such a case a holder who, as a result of trading such amounts, holds an amount which is less than the minimum Specified Denomination in his account with the relevant clearing system at the relevant time may not receive a Definitive Bearer Note in respect of such holding (should such Notes be printed) and would need to purchase a principal amount of Notes such that its holding amounts to a Specified Denomination. If Definitive Bearer Notes are issued, holders should be aware that definitive Notes which have a denomination that is not an integral multiple of the minimum Specified Denomination may be illiquid and difficult to trade.

Investors in the Notes must rely on DTC, Euroclear and Clearstream, Luxembourg procedures Notes issued under the Programme will be represented on issue by one or more Global Notes that may be deposited with a common depositary for Euroclear and Clearstream, Luxembourg or may be deposited with a nominee for DTC (each as defined under “Form of the Notes”). Except in the circumstances described in each Global Note, investors will not be entitled to receive Notes in definitive form. Each of DTC, Euroclear and Clearstream, Luxembourg and their respective direct and indirect participants will maintain records of the beneficial interests in each Global Note held through it. While the Notes are represented by a Global Note, investors will be able to trade their beneficial interests only through the relevant clearing systems and their respective participants. While the Notes are represented by Global Notes, the Issuer will discharge its payment obligations under the Notes by making payments through the relevant clearing systems. A holder of a beneficial interest in a Global Note must rely on the procedures of the relevant clearing system and its participants in relation to payments under the Notes. The Issuer and the Guarantor have no responsibility or liability for the records relating to, or payments made in respect of, beneficial interests in any Global Note. Holders of beneficial interests in a Global Note will not have a direct right to vote in respect of the Notes so represented. Instead, such holders will be permitted to act only to the extent that they are enabled by the relevant clearing system and its participants to appoint appropriate proxies.

ICM:9316673.6 17 Legal investment considerations may restrict certain investments The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable risk-based capital or similar rules.

Risks Relating to Enforcement

Investors may experience difficulties in Enforcing Arbitration Awards and Foreign Judgments in Abu Dhabi The payments under the Notes are dependent upon the Issuer (failing which, the Guarantor) making payments to investors in the manner contemplated under the Notes or the Guarantee, as the case may be. If the Issuer and subsequently the Guarantor fail to do so, it may be necessary to bring an action against the Guarantor to enforce its obligations and/or to claim damages, as appropriate, which may be costly and time-consuming. Under current Abu Dhabi law, the Abu Dhabi courts are unlikely to enforce an English or United States court judgment without re-examining the merits of the claim and may not observe the choice by the parties of English law as the governing law of the transaction. In the UAE, foreign law is required to be established as a question of fact and the interpretation of English law, by a court in the UAE, may not accord with the perception of an English court. In principle, courts in the UAE recognise the choice of foreign law if they are satisfied that an appropriate connection exists between the relevant transaction agreement and the foreign law which has been chosen. They will not, however, honour any provision of foreign law which is contrary to public policy, order or morals in the UAE, or to any mandatory law of, or applicable in, the UAE. The UAE is a civil law jurisdiction and judicial precedents in Abu Dhabi have no binding effect on subsequent decisions. In addition, there is no formal system of reporting court decisions in Abu Dhabi. These factors create greater judicial uncertainty than would be expected in other jurisdictions. The Notes, the Guarantee, the Agency Agreement, the Deed Poll, the Deed of Covenant (each as defined in “Terms and Conditions of the Notes”) and the Programme Agreement (as defined in “Subscription and Sale and Transfer and Selling Restrictions”) are governed by English law and the parties to such documents have agreed to refer any unresolved dispute in relation to such documents to arbitration under the Arbitration Rules of the London Court of International Arbitration in London, England. The New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards 1958 (the New York Convention) entered into force in the UAE on 19 November 2006. Any arbitration award rendered in London should therefore be enforceable in Abu Dhabi in accordance with the terms of the New York Convention. Under the New York Convention, the UAE has an obligation to recognise and enforce foreign arbitration awards, unless the party opposing enforcement can prove one of the grounds under Article V of the New York Convention to refuse enforcement, or the Abu Dhabi courts find that the subject matter of the dispute is not capable of settlement by arbitration or enforcement would be contrary to the public policy of the UAE. In practice, however, whether the Abu Dhabi courts will enforce a foreign arbitration award in accordance with the terms of the New York Convention has yet to be tested.

The Guarantor’s Waiver of Immunity may not be Effective under the Laws of the UAE The Guarantor has waived its rights in relation to sovereign immunity; however, there can be no assurance as to whether such waivers of immunity from execution or attachment or other legal process by it under the Guarantee, the Agency Agreement, the Deed Poll and the Programme Agreement are valid and binding under the laws of the UAE and applicable in Abu Dhabi.

Risks Relating to the Market Generally Set out below is a brief description of the principal market risks, including liquidity risk, exchange rate risk, interest rate risk and credit risk:

ICM:9316673.6 18 A Secondary Market may not Develop for any Notes Notes may have no established trading market when issued, and one may never develop. If a market does develop, it may not be very liquid. The liquidity of any market for the Notes that may develop will depend on a number of factors, including: • the method of calculating the principal and interest in respect of the Notes; • the time remaining to the maturity of the Notes; • the outstanding amount of the Notes; • the redemption features of the Notes; • the amount of other debt securities linked to the index or formula applicable to the Notes; and • the level, direction and volatility of market interest rates generally. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. This is particularly the case for Notes that are especially sensitive to interest rate, currency or market risks, are designed for specific investment objectives or strategies or have been structured to meet the investment requirements of limited categories of investors. These types of Notes generally would have a more limited secondary market and more price volatility than conventional debt securities. Illiquidity may have a severely adverse effect on the market value of Notes.

Notes may be subject to Exchange Rate Risks and Exchange Controls The Issuer will pay principal and interest on the Notes and the Guarantor will make any payments under the Guarantee in the Specified Currency. This presents certain risks relating to currency conversions if an investor’s financial activities are denominated principally in a currency or currency unit (the Investor’s Currency) other than the Specified Currency. These include the risk that exchange rates may significantly change (including changes due to devaluation of the Specified Currency or revaluation of the Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’s Currency may impose or modify exchange controls which could adversely affect an applicable exchange rate. Neither the Issuer nor the Guarantor have any control over the factors that generally affect these risks, such as economic, financial and political events and the supply and demand for applicable currencies. In recent years, exchange rates between certain currencies have been volatile and volatility between such currencies or with other currencies may be expected in the future. However, fluctuations between currencies in the past are not necessarily indicative of fluctuations that may occur in the future. An appreciation in the value of the Investor’s Currency relative to the Specified Currency would decrease (1) the Investor’s Currency-equivalent yield on the Notes, (2) the Investor’s Currency-equivalent value of the principal payable on the Notes and (3) the Investor’s Currency- equivalent market value of the Notes. Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate as well as the availability of a specified foreign currency at the time of any payment of principal or interest on a Note. As a result, investors may receive less interest or principal than expected, or no interest or principal. Even if there are no actual exchange controls, it is possible that the Specified Currency for any particular Note would not be available at such Note’s maturity.

Fixed Rate Notes are Subject to Interest Rate Risks Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates may adversely affect the value of the Fixed Rate Notes.

Credit ratings may not reflect all Risks One or more independent credit rating agencies may assign credit ratings to the Notes. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by its assigning rating agency at any time.

ICM:9316673.6 19 Regulatory Risks

Neither the Company nor the Issuer has registered, and neither will register, as an Investment Company under the Investment Company Act The Company and the Issuer will each seek to qualify for an exemption from the definition of “investment company” under the Investment Company Act and will not register as an investment company in the United States under the Investment Company Act. The Investment Company Act provides certain protections to investors and imposes certain restrictions on registered investment companies, none of which will be applicable to the Company, the Issuer or its investors.

The Company’s Assets could be Deemed “Plan Assets” that are Subject to the Requirements of The United States Employee Retirement Income Security Act of 1974, as amended (ERISA) or Section 4975 of the Code Unless an exception applies, if 25 per cent. or more of the Notes (calculated in accordance with regulations promulgated by the United States Department of Labor set forth at 29 C.F.R. s.2510.3—101, as modified by section 3(42) of ERISA) or any other class of equity interest are owned, directly or indirectly, by “Benefit Plan Investors” (as defined under “Certain ERISA Considerations”), the Company’s assets could be deemed to be “plan assets” subject to the constraints of ERISA and there could be adverse consequences for the Company. Accordingly, each purchaser will be required to represent and agree that (i) it is not and is not acting on behalf of and for so long as it holds any Notes (or any interest therein), will not be (or be deemed for such purposes to be) or be acting on behalf of a Benefit Plan Investor and (ii) if it is an employee benefit plan that is not a Benefit Plan Investor which is subject to any Similar Law (as defined under “Certain ERISA Considerations”), the purchase and holding of Notes (or any interest therein), as applicable, do not and will not violate any such substantially Similar Law. Any purported purchase or transfer of such a Note that does not comply with the foregoing shall be null and void ab initio. See the section entitled “Certain ERISA Considerations”. However, purchases and sales of the Notes will not be monitored by any person for compliance with such restrictions, and no assurance can be given with respect to such compliance."

ICM:9316673.6 20 DESCRIPTION OF THE ISSUER

The following section shall be deemed to replace the section entitled "Description of the Issuer".

"DESCRIPTION OF THE ISSUER

GENERAL MDC – GMTN B.V. was incorporated under Dutch law as a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) in Amsterdam on 26 March 2009 for an unlimited period of time. The Issuer has been established as a special purpose borrowing vehicle by the Company. The registered office of the Issuer is De Lairessestraat 154, 1075 HL Amsterdam, The Netherlands, its telephone number is +31 20 570 8100 and its statutory seat is in Amsterdam. The Issuer is registered in the Commercial Register of the Chamber of Commerce and Industry in Amsterdam under No. 34332305. The authorised share capital of the Issuer is €90,000 divided into ordinary shares of a nominal or par value of €1.00 each. At incorporation and as of the date hereof, 18,000 ordinary shares with a par value of €1.00 each had been issued and fully paid. MDC – GMTN B.V. is a direct wholly-owned subsidiary of MDC – GMTN Coöperatief U.A. (which, in turn, is an indirectly owned subsidiary of the Company) and does not have any subsidiaries of its own.

BUSINESS OF THE ISSUER The Issuer will issue Notes under the Programme and may enter into other borrowing arrangements from time to time, may make loans to the Guarantor or other companies controlled by the Guarantor and may conduct other activities incidental or related to the foregoing. The Issuer is not expected to undertake any other business or to incur any substantial liabilities other than in connection with the Notes to be issued under the Programme and as a result of conducting other financing activities as described above. The Notes are the obligations of the Issuer alone and not of MDC – GMTN Coöperatief U.A. The objects for which the Issuer is established are set out in clause 3 of its Articles of Association (as registered or adopted on 26 March 2009) and include raising funds (including through the issuance of Notes), to grant loans and to grant security over its assets.

FINANCIAL STATEMENTS Since the date of its incorporation, no financial statements of the Issuer have been prepared.

DIRECTORS OF THE ISSUER The management of the Issuer is conducted by a Management Board that consists of the following Managing Directors:

Name: Principal Occupation outside of the Issuer: Samer Halawa ...... General Counsel and Secretary to the Board of Directors of the Company (see “Management and Employees—Management—Senior Management”) Matthew Hurn ...... Group Treasurer of the Company (see “Management and Employees—Management—Senior Management”) Jacobus Johannes van Ginkel...... Managing Director of Vistra BV Cathelijne Charlotte Kok ...... Director of Vistra BV Each of Samer Halawa and Matthew Hurn is a Managing Director A of the Issuer and each of Jacobus Johannes van Ginkel and Cathelijne Charlotte Kok is a Managing Director B. Any Managing Director A and Managing Director B, acting jointly, may legally represent the Issuer. The business address of each Managing Director is De Lairessestraat 154, 1075 HL Amsterdam, The Netherlands. There are no potential conflicts of interest between the private interests or other duties of the Directors listed above and their duties to the Issuer.

ICM:9316673.6 21 The Issuer has no employees and is not expected to have any employees in the future."

ICM:9316673.6 22 OVERVIEW OF THE UAE AND ABU DHABI

The following section shall be deemed to replace the section entitled "Overview of the UAE and Abu Dhabi".

"OVERVIEW OF THE UAE AND ABU DHABI

The UAE The UAE is a federation of seven Emirates. Formerly known as the Trucial States, they were a British protectorate until they achieved independence in December 1971 and merged to form the United Arab Emirates. Each Emirate has a local government headed by the Ruler of the Emirate. There is a federal government which is headed by the President. The federal budget is principally funded by Abu Dhabi. The federation is governed by the Supreme Council of the Rulers which consists of the Rulers of the seven Emirates. The Supreme Council elects from its own membership the President and the Vice President (for renewable five-year terms). H.H. Sheikh Zayed bin Sultan Al Nahyan, the late Ruler of Abu Dhabi, held the position of President from 1971 until his death in November 2004. During his long presidency, H.H. Sheikh Zayed bin Sultan Al Nahyan oversaw massive investment in the infrastructure of the UAE, which transformed the country. Following his death, his son H.H. Sheikh Khalifa bin Zayed Al Nahyan took over as Ruler of Abu Dhabi and has been elected as President of the UAE. The UAE is the third largest economy in the Arab world after Saudi Arabia and Egypt. It has a more diversified economy than most of the other countries in the GCC. According to OPEC data, at 31 December 2007, the UAE had approximately 7.5 per cent. of the world’s proven global oil reserves (giving it the seventh largest oil reserves in the world), generating slightly over one-third of the UAE’s GDP in 2008 and slightly over 40 per cent. of its export earnings (including re-exports) in 2008, according to preliminary data produced by the UAE Ministry of Economy. Based on International Monetary Fund data (extracted from the World Economic Outlook (April 2009)) real GDP growth in the UAE increased by 7.4 per cent. in 2008, 6.3 per cent. in 2007, 9.4 per cent. in 2006 and 8.2 per cent. in 2005. The UAE enjoys good relations with the other states in the GCC. However, the UAE does have a longstanding territorial dispute with Iran over three islands in the Gulf and, as such, is not immune to the political risks that have overshadowed the region. On 18 December 2008, Moody’s Investors Service, Inc. (Moody’s) reaffirmed the UAE’s long-term credit rating of Aa2 with a stable outlook despite recent declines in the price of oil. In its report, Moody’s cited the fact that the federal government of the UAE is fully supported by the government of Abu Dhabi, which has a strong asset position and ability to withstand financial shocks.

Abu Dhabi Abu Dhabi is the richest and largest of the seven Emirates and the city of Abu Dhabi is also the capital of the UAE federation. Abu Dhabi, with proven crude oil reserves estimated to be in excess of 90 billion barrels, has approximately 95 per cent. of the UAE’s total oil reserves and approximately 7.5 per cent. of the world’s proven oil reserves (1,295 billion barrels according to OPEC at 31 December 2008). In recent years, Abu Dhabi has produced approximately 2.5 million barrels of oil per day, which is just over 95 per cent. of total UAE production. At this rate of production, Abu Dhabi’s oil reserves would last over 100 years. In Abu Dhabi, the non-associated Khuff natural gas reservoirs beneath the Umm Shaif and Abu al-Bukhush oil fields rank among the world’s largest. In total, Abu Dhabi has approximately 6,091 billion standard cubic metres of natural gas reserves, representing approximately three per cent. of the world’s natural gas reserves of 182,842 billion standard cubic metres (according to OPEC at 31 December 2008). The populations of both the UAE and Abu Dhabi have grown significantly since 1975, reflecting an influx of foreign labour, principally from Asia, as the Emirates have developed. The table below illustrates this growth using official census data for 1975, 1980, 1985, 1995 and 2005, the most recent census.

ICM:9316673.6 23 1975 1980 1985 1995 2005 Abu Dhabi population...... 211,812 451,848 566,036 942,463 1,399,484 Total UAE population...... 557,887 1,042,099 1,379,303 2,411,041 4,106,427 ______Source: Official census data, UAE Ministry of Economy Abu Dhabi has a predominantly young population with approximately one per cent. exceeding the age of 65 and 22 per cent. being under the age of 15. The population is expected to grow at an approximate rate of five per cent. per annum for the foreseeable future (according to the IMF), a level which should not require any major short-term infrastructure expansion. The current population mix comprises approximately 25 per cent. UAE nationals and 75 per cent. non-nationals. Abu Dhabi’s nominal GDP per capita of over U.S.$94,300 in 2008 (based on an estimated population of 1.5 million) is one of the highest in the Gulf region. The oil and gas industry dominates Abu Dhabi’s economy and contributed approximately U.S.$90 billion, or 64 per cent., of nominal GDP in 2008. Increases in oil and gas production rates combined with increases in oil prices have contributed significantly to the growth in Abu Dhabi’s GDP from 2004 to 2008. Oil prices declined significantly in the second half of 2008. If oil prices for the whole of 2009 remain at the levels prevailing in the first three months of the year, Abu Dhabi’s GDP for 2009 is likely to be adversely affected given the significant contribution to such GDP made by the oil and gas sector. The table below shows Abu Dhabi’s crude oil exports and the average price of such exports per barrel for each of the years indicated.

2006 2007 2008 Crude oil exports (U.S.$ billions)...... 53.1 58.1 84.6 Average price of oil exports (U.S.$ per barrel) ...... 63.8 71.3 98.6 ______Source: Abu Dhabi National Oil Company The table below shows nominal GDP and the percentage growth rate for nominal GDP for Abu Dhabi and the percentage of UAE nominal GDP accounted for by Abu Dhabi for each of the years indicated (no 2008 GDP information is available for the UAE as a whole). No meaningful real GDP information is currently available for Abu Dhabi as a result of uncertainties surrounding the calculation of inflation for Abu Dhabi.

2005 2006 2007 2008 (AED millions, except for percentages) Nominal GDP (current prices) Abu Dhabi...... 290,323 341,286 400,047 519,921 Percentage change in nominal GDP (%)...... 34.3 17.6 17.2 30.0 Nominal GDP (current prices) UAE...... 506,780 643,503 758,026 934,262 Abu Dhabi Share of UAE nominal GDP (%)...... 57.3 53.0 52.8 55.7 ______Sources: Abu Dhabi Department of Planning and Economy and UAE Ministry of Economy Abu Dhabi’s GDP is dominated by the oil and gas sector, which contributed approximately 59 per cent. of nominal GDP in 2005, approximately 61 per cent. in 2006, approximately 60 per cent. in 2007 and approximately 64 per cent. in 2008. Outside the oil and gas sector, the principal contributors to nominal GDP in Abu Dhabi in each of 2005, 2006, 2007 and 2008 have been: manufacturing industries; construction; financial institutions and insurance; government services; real estate and business services; and wholesale and retail trade and repairing services, which together accounted for around 33 per cent. of nominal GDP in 2005, around 32 per cent. in 2006, around 33 per cent. in 2007 and around 31 per cent. in 2008. In terms of growth, the fastest growing sectors between 2005 and 2008 were construction; oil and gas; restaurants and hotels; real estate and business services; and manufacturing industries, with CAGRs of 27.2 per cent., 24.6 per cent., 20.6 per cent., 20.5 per cent. and 19.2 per cent., respectively. Including oil and gas which are treated as being under public ownership, the public sector is estimated to have accounted for approximately 68 per cent. of GDP in 2008. This proportion is forecast to continue to decline over time as the size of the public sector is reduced while the private sector expands as a result of privatisation, education and job creation initiatives in the private sector.

ICM:9316673.6 24 The following table shows Abu Dhabi’s nominal GDP by economic activity and by percentage contribution, as well as the year on year growth rate, for each of the years indicated.

2005 2006 2007 2008 (2007 (2005 (2006 compared (2008 compared compared to 2006, compared (AED to 2004, % (AED to 2005, % (AED % (AED to 2007, % millions) (%) change) millions) (%) change) millions) (%) change) millions) (%) change) Sector Agriculture, livestock and fishing...... 4,946 1.7 (25.1) 4,590 1.3 (7.2) 4,367 1.1 (4.9) 4,350 0.8 (0.4) Mining and quarrying. 171,317 59.0 51.7 207,491 60.8 21.1 241,260 60.3 16.3 33.0,888 63.6 37.1 —Crude oil and natural gas ...... 171,175 59.0 51.7 207,341 60.8 21.1 241,100 60.2 16.3 330,744 63.6 37.2 —Quarrying ...... 142 0.1 3.6 150 0.1 5.6 160 0.1 6.7 144 0.0 (10.0) Manufacturing Industries ...... 29,410 10.1 20.1 34,539 10.1 17.4 41,529 10.4 20.2 49,761 9.6 19.8 Electricity, gas and water ...... 4,634 1.6 27.1 5,291 1.6 14.2 6,296 1.6 19.0 7,209 1.4 14.5 Construction ...... 13,005 4.5 23.5 15,984 4.7 22.9 20,070 5.0 25.6 26,793 5.2 33.5 Wholesale, retail trade and repairing services ...... 10,982 3.8 10.4 12,623 3.7 14.9 14,895 3.7 18.0 17,548 3.4 17.8 Restaurants and hotels ...... 2,123 0.7 19.8 2,507 0.7 18.1 2,958 0.7 18.0 3,726 0.7 26.0 Transport, storage and telecommunications...... 9,109 3.1 12.8 9,934 2.9 9.1 11,325 2.8 14.0 13,194 2.5 16.5 Real estate and business services ...... 10,738 3.7 12.3 12,695 3.7 18.2 15,800 3.9 24.5 18,801 3.6 19.0 Social and personal services ...... 4,009 1.4 40.6 4,377 1.3 9.2 4,823 1.2 10.2 5,593 1.1 16.0 —Social and personal services...... 798 0.3 18.6 900 0.3 12.8 981 0.2 9.0 — (1) — (1) — (1) —Private sector health ...... 500 0.2 29.1 603 0.2 20.6 720 0.2 19.4 — (1) — (1) — (1) —Private sector education ...... 2,711 0.9 51.3 2,874 0.8 6.0 3,122 0.8 8.6 — (1) — (1) — (1) Financial institutions and insurance...... 16,491 5.7 67.7 18,991 5.6 15.2 22,018 5.5 15.9 25,913 5.0 17.7 Government services...... 16,417 5.7 (6.5) 15,675 4.6 (4.5) 18,536 4.6 18.3 20,653 4.0 11.4 —Public administration and defence ...... 11,408 3.9 (5.2) 10,500 3.1 (8.0) 12,705 3.2 21.0 — (1) —(1) — (1) —Government sector health ...... 2,629 0.9 (3.5) 2,885 0.8 9.7 3,221 0.8 11.6 — (1) —(1) — (1) —Government sector education ...... 2,380 0.8 (15.0) 2,290 0.7 (3.8) 2,610 0.7 8.6 — (1) —(1) — (1) Domestic services of households...... 880 0.3 2.0 906 0.3 3.0 978 0.2 7.9 1,165 0.2 19.1 (Minus imputed bank services)...... (3,738) (1.3) 49.7 (4,317) (1.3) 15.5 (4,808) (1.2) 11.4 (5,673) (1.1) 18.0 Total GDP...... 290,323 100.0 34.3 341,286 100.0 17.6 400,047 100.0 17.2 519,921 100.0 30.0 ______(1) Data not available in respect of 2008. Source: Department of Planning and Economy The Abu Dhabi government’s long-term foreign and local currency issuer ratings were affirmed at Aa2 and its short-term foreign and local currency issuer ratings at Prime-1 in a report issued by Moody’s Investors Service, Inc. on 3 February 2009. Reasons cited for these high investment grade ratings include a robust fiscal position which is capable of withstanding the recent steep fall in international oil prices and global equity markets, as well as very little direct or explicitly guaranteed debt and an extensive portfolio of financial assets. Executive authority in Abu Dhabi is derived from the Ruler, H.H. Sheikh Khalifa bin Zayed Al Nahyan, and the Crown Prince, H.H. Sheikh Mohamed bin Zayed Al Nahyan. The Crown Prince is also the chairman of the Executive Council, which is the principal executive authority below the Ruler and the Crown Prince. The Executive Council currently comprises 17 members appointed by Emiri Decree issued on 31 December 2008. Departments, authorities and councils are established by Emiri Decree. Departments manage administration within the Emirate and manage specific portfolios, including, for example, the Department of Finance, the Department of Transport, the Department of Municipal Affairs, the Department of Economy and Planning and the Judicial Department. Authorities manage the Emirate’s resources and strategies and include the Executive Affairs Authority, the Accountability Authority, the Abu Dhabi Water and Electricity Authority, the Health Authority and the Abu Dhabi Tourism Authority. Councils act as controlling bodies for certain Government initiatives, projects and industry sectors by setting and monitoring policies, regulations and standards, and include the Council for Economic Development, the Education Council, the Urban Planning Council, the Civil Service Council and the Supreme Petroleum Council.

ICM:9316673.6 25 The chart below summarises the structure of the Government.

Ruler of Abu Dhabi Emirate

Crown Prince and Chairman of Executive Council

Executive Council

Departments Authorities Councils

In addition to the Company, the Government owns or has significant shareholdings in a number of other companies. The other most important companies owned by the Government are Abu Dhabi National Oil Company (ADNOC), which manages all aspects of the Emirate’s oil and gas industry, International Petroleum Investment Company (IPIC), which principally invests in international oil and gas interests, Tourism and Development Investment Company (TDIC), which is a developer of tourism and real estate assets in Abu Dhabi and is charged with fulfilling the Emirate’s ambition to become a global tourist destination, and Abu Dhabi Investment Authority (ADIA) and Abu Dhabi Investment Council (ADIC), which are the vehicles through which the Government has historically invested its surplus hydrocarbon revenues and, in the case of ADIA, through which the Government has funded budget deficits when they have arisen in the past. Each of these companies is wholly-owned by the Government and one or more members of the Executive Council sit on the boards of each company."

ICM:9316673.6 26 CAPITALISATION OF THE GROUP

The following section shall be deemed to replace the section entitled "Capitalisation of the Group".

"CAPITALISATION OF THE GROUP The table below shows the Group’s unaudited capitalisation as at 30 June 2009. This table should be read together with the 2009 Interim Financial Statements incorporated by reference in this Base Prospectus.

As at 30 June 2009 (AED million) Cash and cash equivalents(1) 13,986.7 Debt: Short-term debt(2)...... 9,463.3 Long-term debt...... 13,511.8 Total debt ...... 22,975.2 Equity: Share capital...... 5,514.6 Reserves and surplus ...... (5,423.1) Additional shareholder contributions...... 42,104.8 Government grants ...... 367.4 Minority interest...... 174.4 Total equity...... 42,738.0

Total capitalisation(3) ...... 56,249.8 ______(1) Comprises cash and bank balances, call deposits and short-term deposits with banks that are readily convertible into cash. (2) Includes long-term debt with a maturity of less than 12 months and also includes an AED 2,439.4 million liability classified as held for sale. (3) Total equity plus long-term debt. (4) Since 30 June 2009, the Group has incurred further debt and further additional shareholder contributions have been made. See "Management's Discussion and Analysis of Financial Condition and Results of Operations of the Group – Analysis of Certain Balance Sheet Items - Borrowings"."

ICM:9316673.6 27 SELECTED FINANCIAL INFORMATION OF THE GROUP

The following section shall be deemed to replace the section entitled "Selected Financial Information of the Group".

"SELECTED FINANCIAL INFORMATION OF THE GROUP The selected financial information set forth below has been extracted from the Financial Statements set out elsewhere, or incorporated by reference, in this Base Prospectus and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Group” and the Financial Statements. The Financial Statements have been prepared in accordance with IFRS. The Annual Financial Statements have been audited. The 2009 Interim Financial Statements are unaudited but have been reviewed by independent auditors. The comparative information for the six months ended 30 June 2008 contained in the 2009 Interim Financial Statements has not been subject to either audit or review procedures. In connection with the preparation of the 2008 Financial Statements, the Group adopted an amendment to IAS 23 (Borrowing Costs). For further information on this change in accounting policy, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Group—Comparability of Information”. The selected financial information set out in the table below shows certain consolidated balance sheet information as at 30 June 2009, and as at 31 December in each of 2008, 2007 and 2006.

Balance Sheet Data

As at 30 June As at 31 December 2009 2008 2007 2006 (unaudited) (AED million) Investment properties...... 1,083.6 1,085.1 344.0 30.0 Investments in equity accounted investees...... 4,687.2 4,175.5 5,805.8 4,999.8 Other investments...... 14,017.1 11,904.4 17,850.2 6,702.3 Property, plant and equipment...... 17,727.8 12,672.3 7,264.4 5,628.0 Of which: Oil and gas assets...... 7,449.3 7,669.2 4,022.8 109.5 Capital work in progress ...... 8,131.9 4,774.0 3,103.7 5,429.4 Intangible assets ...... 3,458.7 893.7 1,661.1 164.3 Total assets...... 79,356.3 54,278.2 39,246.3 17,988.5 Interest bearing loans...... 22,975.6(1) 12,642.6 12,293.9 6,893.0 Total liabilities ...... 36,618.3 22,953.0 13,492.9 7,635.8 Total equity...... 42,738.0 31,325.3 25,753.4 10,352.8 ______(1) Includes an AED 2,439.4 million liability classified as held for sale.

ICM:9316673.6 28 The selected financial information set out in the table below shows certain consolidated income statement and cash flow information for each of 2008, 2007 and 2006.

Income Statement Data

Year ended 31 December 2008 2007 2006 (AED million) Revenue from sale of goods and services ...... 6,661.1 1,789.4 210.4 Change in fair value of investment properties...... 741.1 2,314.0 30.0 Share of results of equity accounted investees ...... 271.2 116.0 73.2 Impairment loss on equity accounted investee ...... (288.5) — (126.1) Gain on divestment of holding in subsidiaries (net) ...... 161.4 — — Loss on sale of investment in associates ...... — (2.7) — Loss/(income) from other investments (net) ...... (6,511.3) 301.5 409.8 Impairment loss on available for sale financial assets ...... (4,330.3) (984.8) — Impairment loss on other assets...... (606.1) — — Impairment loss on amounts due from related party...... (296.9) — — Other operating income ...... 285.1 264.8 284.5 Operating loss/(income)...... (3,913.1) 3,798.3 881.7 Cost of sales of goods and services ...... (3,422.3) (906.8) (127.6) Administrative expenses ...... (1,175.9) (666.4) (241.8) Impairment losses on property, plant and equipment and intangible assets .... (3,292.7) — — Project expenses ...... (617.6) (318.6) (137.2) Exploration costs ...... (590.8) (169.6) (54.9) Operating expenses...... (9,099.2) (2,061.3) (561.5) Results from operating activities...... (13,012.4) 1,737.0 320.2 Finance income ...... 462.6 212.4 309.8 Finance expenses...... (691.3) (617.7) (336.0) Net finance expense...... (228.7) (405.3) (26.2) Income tax...... 1,474.2 — — (Loss)/profit for the year ...... (11,766.9) 1,331.7 294.0

Cash Flow Data

Year ended 31 December 2008 2007 2006 (AED million) Net cash generated from/(used in) operating activities...... 194.2 (840.9) (135.5) Net cash used in investing activities ...... (19,410.0) (13,486.6) (3,186.6) Net cash from financing activities ...... 21,740.0 15,473.7 3,365.8

ICM:9316673.6 29 The selected financial information set out in the tables below shows certain consolidated comprehensive income statement and cash flow information for the six month periods ended 30 June in each of 2009 and 2008. During the six month period ended 30 June 2009, the Group applied IAS 1 (Presentation of Financial Statements (2007)). As a result, the Group has presented in the consolidated statement of comprehensive income all changes in equity other than those resulting from transactions with owners in their capacity as owners, including additional shareholder contributions and changes in ownership interests in subsidiaries.

Income Statement Data Six months ended 30 June 2009 2008 (unaudited) (AED million) Revenue from sale of goods and services ...... 5,947.7 2,892.1 Gain from other investments (net)...... 649.4 272.3 Share of results of equity accounted investees ...... 86.6 432.8 Reversal of impairment loss on an equity accounted investee...... 148.1 – Gain on divestment of holding in subsidiaries (net) ...... – 187.4 Gain on acquisition of stake in a subsidiary...... 167.9 – Impairment loss on available for sale financial assets ...... (639.6) (316.4) Impairment losses on assets ...... (117.1) – Other operating income ...... 207.0 104.5 Operating income ...... 6,450.0 3,572.7 Cost of sales of goods and services ...... (4,284.5) (1,060.0) Reversal of impairment loss on intangible assets ...... 142.5 – Administrative expenses ...... (931.7) (520.8) Project expenses ...... (291.3) (154.1) Exploration costs ...... (190.9) (308.1) Operating expenses...... (5,556.1) (2,043.0) Results from operating activities ...... 894.1 1,529.6 Finance income ...... 373.3 153.1 Finance expenses...... (399.4) (472.8) Net finance expense...... (26.1) (319.8) Income tax expense ...... (130.2) (10.3) Profit for the period...... 737.8 1,199.5 Other comprehensive income for the period net of income tax...... 1,957.7 (709.8) Total comprehensive income for the period...... 2,695.5 489.7

Cash Flow Data

Six months ended 30 June 2009 2008 (unaudited) (AED million) Net cash generated from/(used in) operating activities...... (255.6) (910.9) Net cash used in investing activities ...... (5,263.6) (10,993.8) Net cash from financing activities ...... 16,367.0 12,518.4"

ICM:9316673.6 30 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE GROUP

The following section shall be deemed to replace the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations of the Group".

"MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE GROUP The following discussion and analysis should be read in conjunction with the information set out in “Presentation of Financial and Other Information”, “Capitalisation of the Group”, “Selected Financial Information of the Group” and the Financial Statements. The discussion of the Group’s financial condition and results of operations is based upon the Financial Statements which have been prepared in accordance with IFRS. This discussion contains forward-looking statements that involve risks and uncertainties. The Group’s actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Base Prospectus, particularly under the headings “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors”.

OVERVIEW The Company was formed in 2002 by the Government, its sole shareholder, as the business development and investment company mandated to act as a primary catalyst in the implementation of Abu Dhabi’s development strategy described under “Relationship with the Government”. The Group’s mandate is to implement the development strategy in a commercial and profitable manner. It does this by forming new companies or by acquiring shareholdings in existing companies both in the UAE and abroad, and by generating sustainable economic benefits for Abu Dhabi through partnerships with local, regional and international companies. The Group’s development mandate has been supported by significant capital contributions from the Government. As at 31 December 2008, the Government’s cumulative capital contributions into the Company since its establishment totalled AED 39.2 billion and the Government has approved further capital contributions of up to AED 21 billion in 2009, of which approximately AED 8.8 billion had been received by the Company at 30 June 2009. The Company operates through eight business units: Oil & Gas; Energy & Industry; Real Estate & Hospitality; Infrastructure; Services; Aerospace; Information, Communications & Technology; and Healthcare. The business units are supported by the Group’s Acquisitions unit and the Finance & Corporate Affairs unit. While most of the Group’s operations are conducted through its subsidiaries and joint ventures, it also has a number of minority investments intended to support its development mandate. Certain of the Group’s projects do not fall within a single business unit; the two most notable are the Masdar Project and its global commercial finance joint venture with GE. The Group is at a relatively early stage in its development and is investing substantially in a number of new projects. As a result, it is currently experiencing strong growth, and its capital and investment expenditures are comparatively high in relation to its revenues and operating income. For the year ended 31 December 2008, the Group’s net cash used in investing activities was AED 19,410.0 million compared to revenues from the sale of goods and services of AED 6,661.1 million. The Group’s principal revenue generating activities are the sale of hydrocarbons through its proportional share in the upstream activities of the Dolphin Project and through Pearl, the provision of aircraft maintenance and repair services through SR Technics Holding AG (SR Technics) and a series of public private partnership (PPP) projects which generate significant contract revenues. The Group’s capital and investment expenditures include investments in subsidiaries, joint ventures, associates and other investments, acquisitions of property, plant and equipment, intangible assets and other assets and refinancing outstanding indebtedness. The Group expects that it will continue to incur significant capital and investment expenditures in future years. A substantial portion of its anticipated capital and investment expenditure over the 2009 to 2013 period is expected to relate to its joint venture with GE, its Masdar Project, certain real estate developments to be undertaken by it and investments in oil and gas projects. The Group’s budgeted capital and investment expenditure for

ICM:9316673.6 31 2009 was AED 51.8 billion, although the Group anticipates that not all of this amount will be spent during 2009. As at 31 December 2008, the Group's committed capital and investment expenditure was AED 29.7 billion.

COMPOSITION OF THE FINANCIAL STATEMENTS The Financial Statements present the results of operations and financial position of the Company, its subsidiaries and its jointly controlled assets (all of which are consolidated on a line by line basis) together with the Group’s proportionate share of the results of the Company’s jointly controlled entities and associates (which are accounted for using the equity basis of accounting and are together referred to as equity accounted investees). In addition, the Group has certain investment properties and significant other investments on its balance sheet and changes in the fair value of its investment properties and losses (including impairment losses) on its other investments have materially affected the Group’s income statement in the periods under review and may continue to affect the Group’s income statement in future periods. Further information on the accounting treatment of the Group’s equity accounted investees, its jointly controlled assets and its other investments is set out under “—Principal Components of, and Key Factors Affecting, Operating Income— Operating Income and Losses Associated with Equity Accounted Investees”, “—Certain Significant Accounting Policies—Jointly Controlled Assets” and “—Principal Components of, and Key Factors Affecting, Operating Income—Realised and Unrealised Gains and Losses on Other Investments and Dividends Paid on Equity Securities included in the Other Investments Portfolio”. The principal factors affecting the Group’s results of operations during the periods under review, which are described in more detail below, have been: • significant growth in the Group’s proportionate share of revenues and cost of sales from the upstream activities of the Dolphin Project, see “—Principal Components of, and Key Factors Affecting, Operating Income—Revenues from the Sale of Goods and Services—The Dolphin Project”; • the effect of the acquisition of Pearl in May 2008, see “—Principal Components of, and Key Factors Affecting, Operating Income—Revenues from the Sale of Goods and Services—Acquisition of Pearl”; • the effect of the acquisition of a controlling interest in SR Technics in March 2009, see “—Principal Components of, and Key Factors Affecting, Operating Income—Revenues from the Sale of Goods and Services—Acquisition of a Controlling Interest in SR Technics”; • unrealised gains and losses recorded on its FVTPL investments and the derivative component of certain convertible securities held by the Group, see “—Principal Components of, and Key Factors Affecting, Operating Income—Realised and Unrealised Gains and Losses on Other Investments and Dividends Paid on Equity Securities included in the Other Investments Portfolio”; • changes in the fair value of certain investment properties held by the Group, see “—Principal Components of, and Key Factors Affecting, Operating Income—Change in Fair Value of Investment Properties”; and • impairment losses made by the Group in respect of certain of its equity accounted investees, certain of its available for sale investments and certain hydrocarbon reserves, see “—Results of Operations— Comparison of 2008, 2007 and 2006—Impairment Losses”.

PRINCIPAL COMPONENTS OF, AND KEY FACTORS AFFECTING, OPERATING INCOME The Group is at the early stages of its development, with the Company having been incorporated in 2002. The Group’s operating income or loss principally comprises revenues from the sale of goods and services and the results of certain investing activities undertaken by it as well as, in 2007, changes in the value of its investment properties.

Revenues from the Sale of Goods and Services During the periods under review, the Group’s revenues from the sale of goods and services have been derived from: • sales of hydrocarbon products as further described below; • aircraft maintenance and repair services, a new revenue source in the six month period ended 30 June 2009, see "—Acquisition of a Controlling Interest in SR Technics”; • contract revenue, a new revenue source in 2007 reflecting accrued revenues primarily under the Group’s university campus development projects and accrued revenues earned by Al Taif Technical Service Company PSC (Al Taif), in each case on a percentage of completion basis as described under “Certain

ICM:9316673.6 32 Significant Accounting Policies—Revenue Recognition”. For a description of the Group’s university campus development projects and the services performed by Al Taif, see “Description of the Group—Business Units—Infrastructure” and “Description of the Group—Business Units—Services— Defence—Al Taif”, respectively; • the sale of land, a new revenue source in the six month period ended 30 June 2009; and • a range of other services provided by it including sea port operation services (a revenue source until the end of 2007), medical services and flight training services. In the six months ended 30 June 2009 and in each of 2008, 2007 and 2006, the Group’s revenues from the sale of hydrocarbons were principally derived from the sale of its proportionate share of the natural gas liquids and natural gas produced from Qatar’s offshore North Field by the upstream activities of the Dolphin Project and, since the acquisition of Pearl in May 2008, crude oil extracted from a number of South East Asian fields. See “Description of the Group—Business Units—Oil & Gas—The Dolphin Project” and “Description of the Group—Business Units—Oil & Gas—Pearl”, respectively. In addition to the Dolphin Project and Pearl, the Group also has a number of other production sharing agreements which are accounted for as jointly controlled assets and one of these (Mukhaizna Block 53) also accounts for a small proportion of the Group’s hydrocarbon revenues. In the six months ended 30 June 2009 and in each of 2008, 2007 and 2006, the Group’s revenues from the sale of hydrocarbons accounted for 34.4 per cent., 80.9 per cent., 53.9 per cent. and 38.2 per cent., respectively, of the Group’s total revenues from the sale of goods and services. The Group’s revenues from the sale of hydrocarbon products have been materially affected during the periods under review by the Dolphin Project reaching full production levels in early 2008, by the acquisition of Pearl, each as further described below, and by changes in hydrocarbon prices.

The Dolphin Project The Dolphin Project commenced in December 2001 and involves the extraction and processing of natural gas and its sale to Dolphin Energy Limited (Dolphin Energy) as well as the production and sale of certain natural gas liquids and other products resulting from the processing of natural gas (referred to as the upstream activities) and the transportation by Dolphin Energy of the natural gas by pipeline to the UAE for on-sale to end users (referred to as the midstream activities). The Group holds a 51 per cent. interest in the upstream activities through Dolphin Investment Company LLC (DIC), a wholly-owned subsidiary of the Company. The upstream activities are carried out by Dolphin Energy as operator and for and on behalf of the partners in the Dolphin Project, including DIC. These activities are accounted for by the Group as jointly controlled assets and, accordingly, the Group’s proportionate share of these activities is consolidated on a line by line basis in the Financial Statements. The Group’s proportionate share of the revenues generated by the upstream activities appear as “Revenues from the sale of goods and services” in the Group’s income statement. The Group’s 51.0 per cent. interest in Dolphin Energy through DIC, which operates the midstream activities of the Dolphin Project, is accounted for as a jointly controlled entity and, accordingly, the Group's proportionate share of the results of Dolphin Energy is accounted for under the equity method of accounting. The Qatar-UAE gas pipeline operated by Dolphin Energy opened in mid 2007 although it did not reach full capacity until early in 2008. The opening of the pipeline enabled the increase of natural gas extraction activities which caused corresponding increases in revenues from the upstream activities in 2008 and, to a lesser extent, in 2007. Although the upstream activities of the Dolphin Project are currently generating significant revenues, once the costs of establishing the project have been recovered (which is expected to occur around the end of 2013), the upstream assets currently jointly owned by the partners in the Dolphin Project will transfer to the Qatari government (although the joint venture partners will remain entitled to the use of those assets for the remaining term of the project) and the revenues generated by the upstream activities will significantly decline in accordance with the project terms agreed with the Qatari government. The concession under which the Dolphin Project operates expires in 2032. Revenues from the upstream activities of the Dolphin Project may be affected by changes in market prices for crude oil which can be volatile. Revenues from the midstream activities of the Dolphin Project are less sensitive to movements in international oil and gas prices as the majority of such revenues are earned pursuant to long-term contracts which are not based on short-term movements in such prices.

Acquisition of Pearl On 21 May 2008, the Group acquired 100.0 per cent. of the share capital of Pearl for a consideration of U.S.$834 million (AED 3.1 billion). As a result, Pearl was consolidated in the 2008 Financial Statements with effect from that date. In the period from 21 May 2008 to 31 December 2008, Pearl recorded revenues of AED 1,254.4 million (net of royalties amounting to approximately AED 530 million) and a loss of AED 1,978.0 million. The loss recorded by Pearl

ICM:9316673.6 33 primarily reflected the fact that in 2008 the Group recorded an impairment loss in the amount of AED 3,292.7 million principally against the value of Pearl’s hydrocarbon reserves reflecting a significant decline in the market price of crude oil since the acquisition of Pearl was effected. A smaller contributor to the loss was the fact that on its acquisition of Pearl the Group wrote off all of Pearl’s previously capitalised exploration costs in an amount of AED 243.3 million. This write-off was effected to bring Pearl’s accounting treatment for exploration costs in line with that used by the rest of the Group. The book value of Pearl’s hydrocarbon reserves had previously been increased by AED 4,071.1 million as a fair value adjustment upon acquisition. The impairment loss in 2008 was offset in part by a reduction of tax liabilities of AED 1,715.8 million related to these assets. Approximately 23.3 per cent. of the Group’s revenues from the sale of hydrocarbons in 2008, and approximately 30.9 per cent. of the Group’s revenues from the sale of hydrocarbons in the six months ended 30 June 2009, were derived from Pearl. In the six months ended 30 June 2008, only 9.7 per cent. of the Group’s revenues from the sale of hydrocarbons were derived from Pearl, reflecting the fact that Pearl was consolidated for only a small part of the 2008 period. Investors should note, however, that Pearl’s revenues are affected by changes in market prices for crude oil which can be volatile. Further information relating to the acquisition of Pearl is set out in note 7 to the 2008 Financial Statements.

Acquisition of a Controlling Interest in SR Technics On 9 March 2009, the Group participated in a restructuring of SR Technics, which was experiencing financial difficulties. As part of the restructuring, the Group provided CHF 237.4 million in additional funding to SR Technics, agreed to provide up to an additional CHF 400 million in further funding to SR Technics and increased its shareholding in Takeoff Luxco 1 S.a.r.l., the vehicle which owns a controlling interest in SR Technics, from 40 per cent. to 70 per cent. by purchasing shares from other shareholders. As a result, SR Technics (through Takeoff Luxco) was consolidated in the 2009 Interim Financial Statements with effect from the date of acquisition. In the period from 9 March 2009 to 30 June 2009, SR Technics recorded revenues of AED 1,929.0 million and a loss of AED 100.4 million after adjusting for amortisation of fair value adjustments. The shares were acquired for nominal consideration but contingent consideration (capped at U.S.$100 million) may be payable five years after the acquisition if certain conditions have been met. As management believes that it is improbable that the conditions will be met, no adjustment for this contingent consideration has been included in the cost of acquisition. Further information relating to this acquisition is set out in note 7 to the 2009 Interim Financial Statements. For more information on the restructuring of SR Technics, see “Description of the Group—Business Units—Aerospace—SR Technics”.

Realised and Unrealised Gains and Losses on Other Investments and Dividends Paid on Equity Securities included in the Other Investments Portfolio Under IFRS, non-derivative financial assets may be categorised as held to maturity, as loans and receivables, as available for sale financial assets and as FVTPL financial assets. As at 30 June 2009, the majority of the Group’s other investments (apart from its holding of GE shares, its investment in four Carlyle funds and certain other FVTPL investments, and certain debt securities issued by three different listed Abu Dhabi companies which are mandatorily convertible and/or convertible at the option of the issuer into shares (the Mandatory Convertible Securities)) comprised available for sale financial assets. For a description of certain of the Group’s significant other investments, see “—Analysis of Certain Balance Sheet Items—Other Investments” and “Description of the Group—Other Investments”. Available for sale financial assets include investments in equity and debt securities designated as such by the Group. At 30 June 2009, available for sale financial assets represented 10.9 per cent. of total assets. These investments are valued at fair value on each balance sheet date with any changes in the fair value being recorded directly as equity in a fair value reserve in the Group’s balance sheet. If the fair value on any date is below the acquisition cost of the investment concerned less any previous impairment loss, an impairment of the investment is recognised and charged to the income statement. On any sale of an available for sale investment, the realised gain or loss is recognised together with any related cumulative gain or loss previously recognised in equity in the Group’s income statement. In the six months ended 30 June 2009 and in each of 2008 and 2007, the Group recorded impairment losses against certain of its available for sale financial assets, see “—Results of Operations—Comparison of the six month periods ended 30 June 2009 and 30 June 2008—Impairment Losses” and “—Results of Operations—Comparison of 2008, 2007 and 2006— Impairment Losses”. In 2006, the Group recorded a gain on the sale of a five per cent. shareholding in Emirates Integrated Telecommunications Company PJSC, which operates a mobile telecommunications network under the du brand (du), an available for sale investment, in the initial public offering (IPO) of that company. An investment is classified as FVTPL if it is held for trading or the Group manages the investment and makes purchase and sale decisions based upon its fair value in accordance with documented risk management or investment strategies. FVTPL investments are initially recognised at fair value on the balance sheet and are subsequently

ICM:9316673.6 34 remeasured at fair value on each balance sheet date and the resulting unrealised gains and losses in the fair value of the FVTPL investment are recognised in the income statement. In 2008 the Group recorded a decrease in the net fair value of its FVTPL investments of AED 2,211.3 million, principally reflecting a decrease in the price of its shares in GE and its investment in the Carlyle funds. In the six months ended 30 June 2009, the Group recorded an increase in the net fair value of its FVTPL investments of AED 50.3 million, principally reflecting an increase in the fair value of its shares in Advanced Micro Devices (AMD) partly offset by a decrease in the fair value of its GE Shares. The Group holds certain Mandatory Convertible Securities which it acquired in 2008. In accordance with IFRS, the derivative component (representing the conversion feature) (the Derivative Component) of the Mandatory Convertible Securities is initially recognised at fair value and subsequently remeasured at fair value on each balance sheet date and the resulting unrealised gains or losses in the fair value of the Derivative Component are recognised in the income statement. In the six months ended 30 June 2009 and in 2008, the Derivative Components generated a fair value gain of AED 104.9 million and a fair value loss of AED 4,204.0 million, respectively, as a result of movements in the listed price of the underlying shares against the conversion price payable by the Company. These losses do not represent cash outflows to the Group. The non-Derivative Component part of the Mandatory Covertible Securities are recorded as loans and amounted to AED 6,194.8 million at 30 June 2009. The final conversion dates for the Mandatory Convertible Securities (at which point they will be automatically converted to the extent not already converted at the option of the relevant issuer) all occur in 2011. It is possible that the Group may acquire similar securities in other issuers in the future.

Change in Fair Value of Investment Properties In accordance with IFRS, the Group recognises changes in the fair value of its investment properties during each accounting period in its income statement. The Group’s investment properties are land held by the Group with a view to development for the purpose of earning rental income and/or capital appreciation (for example, certain land on Sowwah Island on which the Abu Dhabi Financial Centre is proposed to be developed, see “Description of the Group—Business Units—Real Estate & Hospitality—Principal Real Estate Projects— Sowwah Island and Sowwah Square”) and real estate assets owned by the Group which are held by it with a view to earning rental income and/or capital appreciation (for example, its long-term lease of the land known as the New Fish Market in Abu Dhabi City). Land granted to the Group by the Government is not generally recognised as an asset on the balance sheet until management has established plans to utilise the land and can conclude that it is probable that future economic benefits will flow to the Group from its ownership of such land. At the point of initial recognition, management determines the likely use of the land and therefore the appropriate asset categorisation of the land based on that use. When a real estate asset is designated as an investment property, it is recorded in the balance sheet at fair value and the increase, if any, above the original cost (which, in the case of land granted to the Group by the Government, is a nominal amount) is recognised as an increase in fair value of investment properties in the income statement. Subsequently, each investment property is revalued on each balance sheet date with any gains or losses arising from the revaluation being included in the income statement for the period in which such gains or losses arise. A real estate asset is only designated as an investment property once its future use as such has been determined with sufficient certainty. The Group principally uses the discounted future cash flow method to determine the fair values of its investment properties held with a view to earning rental income. In each of 2008, 2007 and 2006, the Group recorded gains on the change in fair value in its investment properties. In 2006 and 2007, this resulted from the fact that certain of the Group’s properties in each period were recognised as investment properties for the first time, resulting in the full fair value of such properties being recognised as a gain in the income statement. In 2008, the change in fair value of investment properties principally reflected progress made in the development of one of the Group’s properties and a consequent increase in its fair value during the year, see “—Results of Operations—Comparison of 2008, 2007 and 2006—Change in the Fair Value of Investment Properties”. No such fair value gains were recorded in the six months ended 30 June 2009, although it is possible that fair value gains or fair value losses could be recorded in future periods if and to the extent that any of the other land plots granted to the Group by the Government which are not currently recognised as investment properties are subsequently so recognised. For example, the Group anticipates that part of the land forming part of the Masdar Project may in the future be recognised as an investment property if and once sufficient progress has been made in attracting tenants. In addition, the Group may recognise future fair value gains or losses on its investment properties as their construction progresses and gains or losses in fair value as a result of the development of prices in the property market in Abu Dhabi over which it has no control. The Group’s investment properties and other land plots received by way of grant from the Government are described in note 17 to the 2009 Interim Financial Statements. Certain of these other land plots are recognised as

ICM:9316673.6 35 inventory or property, plant and equipment and the remaining land plots are not currently recognised on the balance sheet at all as there remains a possibility that some or all of them may revert to the Government. Changes in the fair value of the Group’s investment properties do not represent immediate cash inflows or outflows.

Operating Income and Losses Associated with Equity Accounted Investees The Group’s equity accounted investees comprise its jointly controlled entities and its associates. Jointly controlled entities comprise the Group’s investments in distinct legal entities over whose activities the Group has joint control, established by contractual agreement and requiring unanimous consent of the joint venture partners for strategic financial and operating decisions. Associates are those entities in which the Group has significant influence over the financial and operating policies but does not exercise control over such policies. Significant influence is presumed to exist when the Group has between 20 per cent. and 50 per cent. of the voting power of another entity. Equity accounted investees are accounted for using the equity method which means that the investment is initially recognised in the balance sheet at cost under “Investment in equity accounted investees”. The income statement records the Group’s share of the results of the equity accounted investees during the period for which they constitute such entities under “Share of results of equity accounted investees” and the carrying amount on the balance sheet is adjusted at period end to reflect the results of those entities as well as any additions or disposals during the period concerned. Where the Group’s share of losses exceeds its interest in an equity accounted investee, the carrying amount of that interest is reduced to nil and the recognition of further losses is discontinued save to the extent that the Group has an obligation to contribute to such losses. Equity accounted investees have impacted and are expected to continue to impact the Group’s income statement in three ways: • first, the Group’s proportionate share of those companies’ profits or losses is recorded as “Share of results of equity accounted investees”, see “—Results of Operations—Comparison of the six month periods ended 30 June 2009 and 30 June 2008—Impairment Losses” and “—Results of Operations—Comparison of 2008, 2007 and 2006—Share of Results of Equity Accounted Investees”; • second, any gains or losses realised as a result of changes of interests in such companies are recorded as such in the income statement, see “—Results of Operations—Comparison of 2008, 2007 and 2006— Gains/losses on the Divestment of Shares in Subsidiaries and Associates”; and • third, in certain cases, impairment losses are recorded against equity accounted investees when the estimated value of the Group’s investment has fallen below its book value, see “—Results of Operations—Comparison of 2008, 2007 and 2006—Impairment Losses”. In the six months ended 30 June 2009, a previously recorded impairment loss in respect of SR Technics was partially reversed, see “—Results of Operations— Comparison of the six month periods ended 30 June 2009 and 30 June 2008—Impairment Losses”. The Group’s share of the results of its equity accounted investees does not represent cash inflows. The Group receives cash dividends from its equity accounted investees but the amount of such dividends does not necessarily bear any relationship to the Group’s share in the results of its equity accounted investees. In addition, indebtedness incurred by the Group’s equity accounted investees may contain covenants which prevent or restrict distributions to the Company until such time as the relevant indebtedness has been repaid. See “Risk Factors— Factors that may Affect the Issuer’s Ability to Fulfil its Obligations under Notes Issued under the Programme— The Issuer’s Assets are Limited to Inter-Company Loans made by it and the Availability of Group Operating Cash Flow to repay Inter-Company Loans to Finance Payments in respect of the Notes may be Limited”.

OTHER FACTORS AFFECTING RESULTS OF OPERATIONS

Anticipated Growth The Group has experienced significant growth during the periods under review and anticipates that its growth will continue in the future. Between 31 December 2005 and 30 June 2009, the Group’s total assets grew from AED 10.3 billion to AED 79.4 billion. In the year ended 31 December 2007, the Group invested AED 13.9 billion in the acquisition of available for sale investments; property, plant and equipment; a Nigerian telecommunications license; certain unquoted convertible bonds; and in equity accounted investees. In the year ended 31 December 2008, the Group invested AED 21.8 billion in the acquisition of available for sale and FVTPL investments; property, plant and equipment; the Mandatory Convertible Securities; the acquisition of Pearl; and in equity accounted investees. In the six

ICM:9316673.6 36 months ended 30 June 2009, the Group invested AED 5.7 billion principally in property, plant and equipment (of which the significant components were construction work in relation to the Abu Dhabi Financial Centre and Masdar City and satellite construction by Al Yah Satellite Communication Company PSC (Yahsat)) and in the acquisition of shares in GE and AMD. The Group’s current five-year plan anticipates significant capital and investment expenditure and AED 51.8 billion in capital and investment expenditure was budgeted to be spent during 2009, although the Group anticipates that not all of this amount will be spent during 2009. As at 31 December 2008, the Group's committed capital and investment expenditure was AED 29.7 billion. A substantial portion of this capital and investment expenditure over the five year period is expected to relate to the Group’s global commercial finance joint venture with GE (see “— Description of the Group—Agreements with GE”), its Masdar Project described under “Description of the Group— Masdar”, certain real estate developments to be undertaken by it (see “Description of the Group—Business Units—Real Estate & Hospitality”) and investments in oil and gas projects. See further “—Capital and Investment Expenditure and Financing Plan”. These investments are expected to have a significant impact on the Group’s financial condition and results of operations in the future. The Group’s growth has, to date, largely been funded by capital contributions from its sole shareholder (which grew from AED 1.4 billion at 31 December 2005 to AED 48.0 billion at 30 June 2009) and borrowings from banks and in the capital markets. At 30 June 2009, the Group had AED 20.5 billion of borrowings outstanding. The Government has approved up to AED 21 billion in capital contributions to the Company for 2009, of which AED 8.8 billion had been received by the Company at 30 June 2009. As part of its strategy, the Group may from time to time consider strategic acquisitions, investments in joint ventures and acquisitions of minority stakes in companies as well as other potential investments. Any such future acquisitions, joint venture investments or other investments made by the Group could significantly affect its results of operations during 2009 and later years.

Revenue from Land Sales As at 31 December 2008, the Group included in inventory certain land at Zayed Sports City which it has agreed to sell to a third party in instalments for an aggregate of AED 2 billion and certain plots of land owned by it on Sowwah Island which it anticipated might be sold during 2009 to third party developers as development sites. On 18 April 2009, the Company and National Bank of Abu Dhabi PJSC agreed the sale and purchase of a 6,697 square metre commercial plot on Sowwah Island with a view to the development of a new office building for occupation in 2013 and AED 496.6 million in revenue from land sales was recorded in the six months ended 30 June 2009 in respect of the sale. In July 2009, the Company announced that Al Hilal Bank PJSC had purchased a 4,850 square metre commercial plot on Sowwah Island with a view to the development of a new office building for occupation in 2014. Instalment amounts received and, if and when sold, revenue from the sale of plots on Sowwah Island will be included as revenue in the Group’s income statement for the relevant period in which the sale was concluded. Because the Zayed Sports City land is currently held on the Group’s books at the agreed sale price, no profit is expected to be recorded in respect of instalment amounts received.

Effect of Recent Developments on the Group The Group’s results of operations for 2008 have been, and its results of operations in 2009 are being, adversely affected by the current global economic downturn, in particular by volatility in stock market valuations and in oil prices during the second half of 2008 and the first half of 2009. The economic downturn has also adversely affected commercial real estate prices in Abu Dhabi and elsewhere in the UAE, as well as the availability and terms of financing. The decline in global stock markets has adversely affected the value of the Group’s holdings in publicly-traded securities. As discussed above, in 2008, the Group recorded impairment losses of AED 4,330.3 million on available for sale financial assets which resulted from declining stock market valuations. In addition, the Group recorded unrealised fair value losses of AED 2,211.3 million in relation to its FVTPL investments, which principally reflected declines in the value of its shares in GE and its investment in four Carlyle funds, and AED 4,204.0 million in relation to the Derivative Components, which reflected its changed assessment of the fair value of the equity securities into which those securities are convertible which in turn reflected the downturn in global market conditions during 2008. In the six months ended 30 June 2009, an additional impairment loss of AED 639.6 million was recorded in respect of the Group's shareholding in Aldar Properties PJSC (Aldar), an available for sale financial asset. Further volatility in stock market valuations and/or global market conditions in future periods could also affect the Group’s FVTPL investments, its available for sale financial assets and the Derivative Components and could impact the Group’s reported results in the future. For example, the Group began acquiring shares in GE in the third quarter of 2008 and has continued its

ICM:9316673.6 37 acquisition programme to date. During this period, the closing price of GE shares quoted on the New York Stock Exchange was U.S.$26.69 at 30 June 2008, reached a high of U.S.$29.80 on 15 August 2008, was U.S.$16.20 on 31 December 2008, reached a low of U.S.$6.66 on 5 March 2009 and was U.S.$11.72 on 30 June 2009. In addition, the volatility of share prices globally and in the UAE remains high, which may affect the prices of the Group’s available for sale and FVTPL investments and could give rise to further impairment losses or unrealised fair value losses or gains in future accounting periods. World oil prices have declined significantly from the middle of 2008, with the monthly average price of the OPEC Reference Basket moving from a high of U.S.$131.22 per barrel in July 2008 to a low of U.S.$38.60 per barrel in December 2008 before recovering to U.S.$68.36 per barrel in June 2009, according to the OPEC website. The decline in oil prices during 2008 adversely affected the Group’s proportionate share of the revenues from the upstream activities of the Dolphin Project and also resulted in a significant impairment loss being made against Pearl’s hydrocarbon reserves. The impact of these price movements is illustrated by the fact that the Group's revenues from the sale of hydrocarbons in the six months ended 30 June 2009 were AED 424.7 million lower than in the corresponding period of 2008, notwithstanding that Pearl was only consolidated for just over one month of the 2008 period. The Group’s proportionate share of the revenues from the upstream activities of the Dolphin Project and its revenues from Pearl will continue to be significantly impacted by any future volatility in world oil prices. The commercial real estate market has also declined in Abu Dhabi, although to a lesser extent than in Dubai. Research published by CB Richard Ellis indicates that office rental rates declined significantly in the last quarter of 2008 although, reflecting the limited availability of residential accommodation, rents for those properties continued to increase during 2008. A market report published by DTZ on 20 April 2009 confirms that the decline in office rentals has continued in the first few months of 2009 and suggests that residential rents and sales prices have also declined in 2009 from 2008 levels. In addition, the global financial crisis has resulted in a reluctance of financial institutions to extend credit, and when they do extend credit to do so on less favourable terms to borrowers than were previously available. As a result, the Group’s cost of borrowing increased in the first quarter of 2009 and it has experienced difficulty in obtaining financing for certain projects, although to date no projects have been cancelled due to lack of funding. For example, while the Group successfully refinanced the acquisition financing for Pearl in April 2009, it did so at margins that were significantly higher than those applicable to the original financing. In July 2009, the Group also successfully refinanced the Dolphin Project through a combination of new borrowings, again at margins that were significantly higher than those applicable to the original financing. To the extent that the Group or any of its equity accounted investees is unable to obtain debt financing on acceptable terms, it will be required to seek additional funding from the Government or to delay or reduce the scope of certain projects. On 14 October 2009, all of the business, assets and liabilities of Gulf Aircraft Maintenance Company PJSC (GAMCO) were transferred to Abu Dhabi Aircraft Technologies LLC (ADAT), a wholly-owned subsidiary of the Company. GAMCO is a provider of maintenance, repair and overhaul services to the commercial and military aviation industries. For the year ended 31 December 2008, GAMCO had total revenues of AED 1,316.2 million and recorded net income of AED 41.7 million (of which minority interest was AED 9.2 million). As at 31 December, 2008, GAMCO's total assets were AED1,245.4 million.

CERTAIN SIGNIFICANT ACCOUNTING POLICIES The Group’s accounting policies with respect to its investment properties, its equity accounted investees, its other investments and the Derivative Components are explained under “—Principal Components of, and Key Factors Affecting, Operating Income”. Certain other significant accounting policies applied by the Group are described below.

Jointly Controlled Assets Jointly controlled assets represent assets that are jointly controlled and owned by the Group, with other investors, but where no distinct legal entity exists. In these cases, the joint control is established by contractual agreement requiring unanimous consent for strategic, financial and operating decisions relating to the jointly controlled assets. The Financial Statements include the Group’s proportionate share of the assets, liabilities, revenues and expenses of the jointly controlled assets on a line by line basis during the period for which such joint control exists. These assets principally comprise the upstream activities of the Dolphin Project and certain other production sharing agreements to which the Group is a party and which are described under “—Analysis of Certain Balance Sheet Items—Jointly Controlled Assets”.

ICM:9316673.6 38 Government Grants The Group receives Government grants in the form of land, other assets and monetary amounts. Details of land parcels received from the Government are set out in note 17(i) to the 2009 Interim Financial Statements. In most cases, management believes that when land is initially received through Government grants the probability that future economic benefits will flow to the Group is uncertain since, until management has established plans to utilise the land, it is possible that such land may revert to the Government. In addition, until the future use of the land is established the amount of the economic benefits that may be derived therefrom cannot be estimated with any certainty. The determination as to whether or not future economic benefits will flow to the Group is made by management using guidelines approved by the Board and the determination is subsequently approved by the Board. Once the determination is made, the land is recognised in the Financial Statements at its nominal value. At the point of initial recognition and subsequently at each accounting date a determination is made as to the ultimate use of the land and based on that determination the land is recorded under the relevant asset category (for example, investment properties, inventory or property, plant and equipment) and is thereafter accounted for using the accounting policy in place for that asset category. If at the point of initial recognition the use of the land is uncertain, it is recorded as an investment property. For a discussion of certain other Government grants to the Group, see note 17 to the 2009 Interim Financial Statements.

Revenue Recognition The Group records revenues from the sale of hydrocarbons and from the sale of land, contract revenues and revenues from a range of services provided by it. Revenue from the sale of goods (other than hydrocarbons) is recognised in the income statement when the significant risks and rewards of ownership have passed to the purchaser and, in the case of land sales, when the amount of the revenue and associated cost can be measured reliably, receipt of the revenue is probable and there is no continuing management involvement with the land. Revenue from the sale of hydrocarbons is recognised when title passes to the customer upon delivery. Revenue from services (other than contracting services) rendered by the Group is recognised in the income statement in proportion to the stage of completion of the transaction at the balance sheet date. Revenue from contracting services is recognised in the income statement in proportion to the stage of completion of the relevant contract at the balance sheet date provided that the outcome of a contract can be measured reliably, otherwise contract revenue is recognised only to the extent of costs incurred that are likely to be recoverable. An expected loss on a contract is recorded immediately in the income statement. In all cases, no revenue is recognised if there are significant uncertainties regarding recovery of the consideration due, the associated costs or the possible rejection of the goods concerned or services provided. The Group is undertaking a number of long-term infrastructure projects and Al Taif also earns revenues under a long-term contract. Because the Group recognises revenues under these contracts based on the stage of completion of the project or services concerned, its cash receipts from these activities will not necessarily match its revenue recognition. In particular, the infrastructure projects revenues will be recognised during the initial construction phase (which may last a number of years) during which period cash receipts by the constructing Group company will be minimal.

Recognition of Certain Expenses Oil and Gas Exploration and Development Costs Oil and gas exploration and development costs are accounted for using the successful efforts method of accounting. Specifically: • Licence and Property Acquisition Costs—where proved reserves exist, licence fees paid for the acquisition of the development rights are capitalised and amortised using the units of production method. All other licence and property acquisition costs are charged to the income statement in the period in which they are incurred; • Exploration Costs—these costs include geological and geophysical costs and the costs related to the drilling of exploratory wells. They also include employee remuneration, materials and fuel consumed, rig costs, delay rentals and payments made to contractors. All such costs are charged to the income statement in the period in which they are incurred; and

ICM:9316673.6 39 • Development Expenditure—expenditure on the construction, installation or completion of infrastructure facilities such as platforms, pipelines and the drilling of development wells is capitalised under property, plant and equipment and depreciated in accordance with the relevant depreciation policy.

Project Expenses Project expenses comprise expenses incurred on screening, feasibility studies and pre-development phases of various projects undertaken by the Group. This expenditure is charged to the income statement in the period in which it is incurred, except when it is expenditure on project related property, plant and equipment which is carried in the balance sheet as an asset where there is reasonable certainty that the project will be developed and future economic benefits will flow to the Group.

COMPARABILITY OF INFORMATION In 2008, the Group adopted IAS 23 (Borrowing Costs) and, with effect from 1 January 2008, has capitalised all borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset. The effect of this adoption on the Group’s 2008 income statement was to increase its share of profits from equity accounted investees by AED 73.5 million and the effect on the Group’s balance sheet as at 31 December 2008 was to increase the Group’s investment in equity accounted investees by AED 73.5 million. In 2008, the Group also adopted IFRS 8 (Operating Segments) which requires the disclosure of segment information. As this is a disclosure standard, it does not have any impact on the financial position and results of the Group. In 2009, the Group adopted revised IAS 1 (Presentation of Financial Statements (2007)). As a result, the Group has presented in the consolidated statement of comprehensive income all changes in equity other than those resulting from transactions with owners in their capacity as owners, including additional shareholder contributions and changes in ownership interests in subsidiaries (owner changes in equity). All owner changes in equity are presented in the consolidated statement of changes in equity. IAS 40 has been amended for periods beginning after 1 January 2009 and now allows for retroactive fair valuation of investment property under construction from any date before 1 Januray 2009. The Group has opted to apply amended IAS 40 prospectively and, accordingly, any property under construction prior to 1 January 2009 will not be fair valued.

CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY The Group prepares its financial statements in accordance with IFRS. The preparation of the Group's financial statements requires management to make certain judgments, the most significant of which relate to: • Real Estate Assets and Investment Properties—the determination as to whether or not any real estate granted to the Group by the Government should be recognised as an asset on the balance sheet and, in the case of any real estate asset recognised as an investment property, the determination of the fair value of that investment property. In order to be recognised as an asset on the balance sheet, management must have established plans to utilise the real estate in question and concluded that it is probable that future economic benefits will flow to the Group from its ownership of such real estate. The determination as to whether or not this is the case is made by management using guidelines approved by the Board and the determination is subsequently approved by the Board. In particular, management considers whether there is an identified use for the land and whether or not any project associated with the land has been included in an approved budget. Once it is satisfied that potential benefits will flow to the Group in respect of the land, management also needs to satisfy itself that those benefits can be reasonably quantified. For example, in relation to the land designated as Masdar City Land in note 17(i) to the 2009 Interim Financial Statements, whilst the Group had identified the future use of the land at 30 June 2009, it was unable to calculate the associated construction costs and potential future benefits at that date as it had not established a lease rental programme or obtained any significant firm commitments from tenants. In addition, once management has determined to recognise a particular parcel of real estate as an investment property, discretion is required to be exercised in determining the most appropriate valuation methodology for that investment property. This determination is also made by management using guidelines approved by the Board and the determination is subsequently approved by the Board. This determination may vary depending on the circumstances as has been the case with the Abu Dhabi Financial Centre development on Sowwah Island. See “—Results of Operations— Comparison of 2008, 2007 and 2006—Change in Fair Value of Investment Properties”.

ICM:9316673.6 40 • Impairments—the estimation of impairment losses and any reversals of these losses, in particular for the Group’s equity accounted investees and its available for sale financial assets which are not publicly traded. In connection with the preparation of its interim and annual financial statements, the Group reviews its equity accounted investees to determine whether or not there is any indication of impairment and, if so, to assess any impairment losses. In determining whether or not to record impairment losses in relation to its equity accounted investees in the income statement, the Group makes judgments as to whether there is any objective data indicating a measurable decrease in the estimated future cash flows on a case by case basis and an impairment loss is recorded if it is determined that this is the case. Impairment losses in the Group’s available for sale financial assets are calculated by reference to their fair value which, in turn, in the case of listed securities, is measured by reference to their quoted prices. In the case of unlisted available for sale financial assets another appropriate valuation technique is used or, if the fair value cannot be reliably determined, the investment is carried at cost less impairment losses. As at 30 June 2009, the Group’s most significant unquoted available for sale investment, shares in Carlyle, was carried at cost less impairment.

RESULTS OF OPERATIONS Comparison of the Six Month Periods ended 30 June 2009 and 30 June 2008 Revenue from Sale of Goods and Services The table below shows the breakdown of the Group’s revenues from the sale of goods and services for each of the six month periods ended 30 June 2009 and 30 June 2008.

Six months ended 30 June 2009 2008 (unaudited) (AED (AED million) (% of total) million) (% of total)

Sale of hydrocarbons ...... 2,046.2 34.4 2,470.9 85.4 Aircraft maintenance and repairs...... 1,929.4 32.4 — — Contract revenue ...... 1,328.8 22.3 343.4 11.9 Sale of land ...... 496.6 8.3 — — Medical services...... 97.3 1.6 52.3 1.8 Flight training services...... 30.6 0.5 21.9 0.8 Other...... 18.8 0.3 3.5 0.1 Total revenue from sale of goods and services ...... 5,947.7 100.0 2,892.1 100.0

The Group’s total revenues from the sale of goods and services for the six month period ended 30 June 2009 amounted to AED 5,947.7 million compared to AED 2,892.1 million for the six month period ended 30 June 2008, an increase of AED 3,055.6 million, or 105.7 per cent. This increase principally reflected approximately AED 2 billion in new revenues from aircraft maintenance and repairs services and an increase of approximately AED 1 billion in contract revenues. Revenues from the sale of hydrocarbons for the six month period ended 30 June 2009 amounted to AED 2,046.2 million compared to AED 2,470.9 million during the same period in 2008. The decrease of AED 424.7 million, or 17.2 per cent., during the 2009 period compared to the 2008 period principally resulted from significantly lower oil and gas prices in the first six months of 2009 when compared to the corresponding period of 2008 offset by increased sales of hydrocarbons in the 2009 period principally resulting from the fact that Pearl was acquired towards the end of the 2008 period (on 21 May 2008). See “—Principal Components of, and Key Factors Affecting, Operating Income—Revenues from the Sale of Goods and Services—Acquisition of Pearl”. Revenues from aircraft maintenance and repairs during the six month period ended 30 June 2009 were AED 1,929.4 million. These revenues were derived from the activities of SR Technics in which the Group acquired a controlling stake in, and therefore consolidated the revenues as from, March 2009. See “—Principal Components of, and Key Factors Affecting, Operating Income—Revenues from the Sale of Goods and Services—Acquisition of SR Technics”. No similar revenues were recorded during the six month period ended 30 June 2008.

ICM:9316673.6 41 During the six month period ended 30 June 2009, contract revenues amounted to AED 1,328.9 million compared to AED 343.4 million during the same period in 2008. The increase of AED 985.5 million principally reflected progress on the Group's three university campus development projects during the 2009 period. See “Description of the Group—Business Units—Infrastructure”. Revenues of AED 496.6 million were earned during the six month period ended 30 June 2009 as a result of the sale of a plot of land on Sowwah Island to a third party for development. See “Description of the Group—Business Units—Real Estate & Hospitality—Principal Real Estate Projects—Sowwah Island and Sowwah Square”. No similar revenues were recorded during the six month period ended 30 June 2008 as the Group did not dispose of any plots of land during that period. The Group’s other revenues from the sale of goods and services for the six month period ended 30 June 2009 amounted to AED 146.7 million compared to AED 77.7 million during the same period in 2008, an increase of AED 69 million, or 88.8 per cent. The Group’s other revenues from the sale of goods and services were principally derived from two medical facilities opened in late 2006 and operated by its healthcare business unit and flight training services provided by the Horizon International Flight Academy and the increases in the 2009 period compared to the 2008 period reflect improved trading performance.

Share of Results of Equity Accounted Investees The Group’s share of the results of its equity accounted investees was AED 86.6 million during the six month period ended 30 June 2009 compared to AED 432.8 million during the same period in 2008, a decrease of AED 346.2 million. The Group’s share of the results of its equity accounted investees comprises its proportionate share of the results of its jointly controlled investees and its proportionate share of the results of a small number of associates. During the six month period ended 30 June 2009, the Group’s share of the results of its jointly controlled entities amounted to AED 71.6 million compared to AED 411.6 million during the same period in 2008 . At 30 June 2009, the Group had 32 jointly controlled entities compared to 30 at 30 June 2008. In each period, significant profits were realised at certain jointly controlled entities which were offset in part by losses at other jointly controlled entities. During the two six month periods under review, the most significant profit making jointly controlled entities were: • Dolphin Energy which is engaged in the midstream activities of the Dolphin Project. The Group’s share of the results of Dolphin Energy was AED 364.6 million during the six months ended 30 June 2009 compared to AED 433.1 million during the same period in 2008. The majority of Dolphin Energy’s revenues are not particularly sensitive to movements in international oil and gas prices as they earned pursuant to long-term contracts which are not based on short-term movements in such prices. The decrease in Dolphin Energy's results (as reflected by the decrease in the Group's proportionate share of those results) reflects the fact that a variable proportion of Dolphin Energy's gas sales from period to period are made under market price contracts and fewer such sales were made in the 2009 period and the prices at which those sales were made were generally lower in the 2009 period, in each case when compared with the 2008 period; • Abu Dhabi Ports Operating Company PJSC - Abu Dhabi Terminals (Abu Dhabi Terminals), which become a jointly controlled entity on 1 January 2008 following the sale of 50.0 per cent. of the company to a Government-owned entity, see “—Comparison of 2008, 2007 and 2006 -—Revenue from the Sale of Goods and Services”. The Group’s share of the results of this entity during the six month period ended 30 June 2009 was AED 47.6 million compared to AED 19.9 million in the corresponding period of 2008. In addition, in the six month period ended 30 June 2009, the Group shared in the results of Torresol Energy Investment (see “Description of the Group—Masdar—Utilities and Asset Management—Project Investments”) and Emirates Ship Investment Company LLC (Eships), which became a jointly controlled entity in March 2009. The Group did not share in the results of Eships in the six month period ended 30 June 2008 and its share in the results of Torresol Energy Investment in that period was nil. During the two six month periods under review, the most significant loss making entities were: • EMTS Holding BV (EMTS Holding) which is the entity through which the Group holds an interest in Emerging Markets Telecommunications Services Limited (EMTS) which launched mobile telecommunications services in Nigeria in November 2008 as Nigeria’s fifth mobile services provider. EMTS Holding became a jointly controlled entity in February 2008 following the disposal by the Group of 70.0 per cent. of the shares in EMTS Holding to third parties during 2008. The Group’s share of the loss

ICM:9316673.6 42 made by this company was AED 99.2 million during the six month period ended 30 June 2009 compared to AED 33.9 million during the same period in 2008. • EMAL which was established in 2007 and is responsible for the construction of a greenfield aluminium smelter with associated power generation facilities in the Khalifa Port and Industrial Zone in Taweelah, Abu Dhabi, see “Description of the Group—Business Units—Energy & Industry—Industry—EMAL”. The project is currently under construction and is expected to generate losses until the commencement of operations, which is currently scheduled for 2010. The Group’s share of the loss made by this entity was AED 85.2 million during the six month period ended 30 June 2009 compared to AED 28.2 million during the same period in 2008; and • Piaggio Aero Industries S.p.A. (Piaggio Aero), a European aerospace company. The Group's share of the loss made by this entity was AED 31.2 million in the six month period ended 30 June 2009 compared to AED 49.1 million in the six month period ended 30 June 2008. See "Description of the Group—Business Units—Aerospace—Piaggio Aero" for a brief description of Piaggio Aero. In addition, in the six month period ended 30 June 2009, the Group's share of the losses of Petrofac Emirates, a joint venture with Petrofac Limited which was formed in late 2008 and provides engineering, design, procurement and construction services for onshore oil and gas, refining and petrochemical projects throughout the UAE, amounted to AED 36.5 million. The Group did not share in the results of Petrofac Emirates in the six month period ended 30 June 2008 as the joint venture was not established until November 2008. During the six month period ended 30 June 2009, the Group’s share of the results of its associates was AED 15.0 million compared to AED 21.2 million during the same period in 2008, a decrease of AED 6.2 million, or 29.2 per cent. During the two six month periods under review, the Group shared proportionately in the profits and losses of five active associates: Abu Dhabi Ship Building PJSC (ADSB), Eships, Spyker Cars N.V. (Spyker) The John Buck Company (John Buck) and Tanqia FZC (Tanqia). ADSB generated profits during the two six month periods under review, while Spyker was loss making in each period. During the six month period ended 30 June 2009, the Group additionally shared in the results of John Buck (which become an associate in the second half of 2008) and Tanqia (following the completion of the construction of a waste water facility in the Emirate of Fujairah in the UAE at the end of 2008). During the 2008 and the 2009 period, the Group shared in the results of Eships before this company became a jointly controlled entity in March 2009.

Gain from Other Investments (Net) The Group's gain from other investments (net) amounted to AED 649.4 million during the six month period ended 30 June 2009 compared to a gain of AED 272.3 million during the same period in 2008, an increase of AED 377.1 million. The Group’s income/loss from other investments principally comprises the sum of the net change in fair values of the Derivative Components and in the fair values of FVTPL investments, the net change in the fair values of certain other unquoted convertible securities held by it, the net change in the fair values of derivatives used as economic hedges, any realised gains or losses made on the sale of available for sale securities and dividend income on its available for sale securities. In the six months ended 30 June 2009, the net change in the fair value of FVTPL investments was positive in the amount of AED 50.3 million compared to no change in the corresponding period of 2008. The change in the 2009 period principally reflected movements in the quoted prices of the GE and AMD shares comprised in the FVTPL portfolio. In the six months ended 30 June 2009, the Group recorded a positive change of AED 104.9 million on the fair values of the Derivative Components compared to a negative change of AED 151.9 million in the corresponding period of 2008. In the six months ended 30 June 2009, the Group recorded a positive change of AED 162.2 million on the fair values of certain derivatives used as economic hedges compared to a positive change of AED 0.2 million in the corresponding period of 2008. In the first six months of 2009, the dividend income recorded by the Group on its available for sale investments was AED 308.6 million compared to AED 97.1 million in the corresponding period of 2008, reflecting growth in the size of the portfolio.

Gains/Losses on Acquisition/Divestment of shares in Subsidiaries During the six month period ended 30 June 2009, the Group did not sell any shares in subsidiaries or associates. During the six month period ended 30 June 2008, the Group sold 70 per cent. of its shares in EMTS Holding and also

ICM:9316673.6 43 sold 50.0 per cent. of its shares in Abu Dhabi Terminals. These transactions resulted in a net gain of AED 187.4 million during the six month period ended 30 June 2008.

On 9 March 2009, the Group acquired an additional 30 per cent. shareholding in Takeoff Luxco 1 S.a.r.l., which holds a controlling interest in SR Technics, resulting in the Group's shareholding increasing from 40 per cent. to 70 per cent. The Group recorded a gain of AED 167.9 million during the six month period ended 30 June 2009 as a result of its acquisition of this subsidiary, reflecting the fact that the fair value of the assets acquired exceeded the fair value of the consideration paid by that amount. See note 7 to the 2009 Interim Financial Statements.

Impairment Losses During the six month period ended 30 June 2009, the Group’s impairment losses amounted to AED 756.7 million compared to impairment losses of AED 316.4 million during the same period in 2008. The Group’s equity accounted investees, available for sale financial assets, other investments and certain other assets are assessed at each balance sheet date to determine whether or not there is any objective evidence of impairment. During the two six month periods under review, the Group has recorded the following impairment losses: • during the six month period ended 30 June 2009, (i) an AED 639.6 million impairment loss on available for sale financial assets, reflecting a decline in the quoted share price of Aldar during the first quarter of 2009 and (ii) an AED 117.1 million impairment loss on its investment in unquoted convertible bonds issued by Related Mezz M LLC (Related Mezz), the parent company of Related Companies, and its investment in Piaggio Aero. The Related Mezz impairment loss was based on a re-assessment of Related Companies' revised business plan and revised assumptions in respect of potential terminal capitalisation rates of certain Related Companies assets whilst the Piaggio Aero impairment was based on an assessment of that company's new business plan, more difficult market conditions and the recent performance of the business against previously approved plans. The Group may record further impairment losses on its investment in Piaggio Aero in future periods; and • during the six month period ended 30 June 2008, an AED 316.4 million impairment loss on its quoted available for sale investments, principally its shares in AMD reflecting a decline in the quoted share price.

Reversal of impairment loss on an equity accounted investee

During the six month period ended 30 June 2009, the Group recorded a gain of AED 148.1 million following its decision to reverse part of the impairment loss it had recognised in relation SR Technics in previous periods. The decision to reverse this impairment loss reflected the Group's increased investment in SR Technics, its appointment of new management in SR Technics and the adoption of a revised business plan as well as a restructuring of certain bank loans entered into by SR Technics. No impairment losses were reversed during the corresponding period of 2008.

Other Operating Income The Group’s other operating income during the six month period ended 30 June 2009 amounted to AED 207.0 million compared to AED 104.5 million during the same period in 2008, an increase of AED 102.5 million, or 98.1 per cent. The increase principally reflected an increase in grants received from the Government for the purposes of funding Masdar Institute (see "Description of the Business—Masdar—Masdar Institute of Science and Technology") and other income from Pearl. Other components of the Group’s other operating income in each of the six month periods under review were satellite management fees and income generated from secondments, project management and consultancy services provided to related parties.

Operating Income The Group's operating income for the six month period ended 30 June 2009 was AED 6,450.0 million compared to operating income of AED 3,572.7 million during the same period in 2008, an increase of AED 2,877.3 million, or 80.5 per cent. The increase principally reflected the new revenues resulting from the acquisition of a controlling interest in SR Technics and significantly increased contract revenues.

Operating Expenses The table below shows the breakdown of the Group’s operating expenses for the six month periods ended 30 June 2009 and 30 June 2008.

ICM:9316673.6 44 Six months ended 30 June 2009 2008 (unaudited) (AED (AED million) (% of total) million) (% of total)

Cost of sales of goods and services ...... 4,284.5 77.1 1,060.0 51.9 Reversal of impairment loss on intangible assets ...... (142.5) (2.6) — — Administrative expenses ...... 931.8 16.8 520.8 25.5 Project expenses ...... 291.4 5.2 154.1 7.5 Exploration costs ...... 190.9 3.4 308.1 15.1 Total operating expenses ...... 5,556.1 100.0 2,043.0 100.0

During the six month period ended 30 June 2009, the Group’s operating expenses amounted to AED 5,556.0 million compared to AED 2,043.1 million during the corresponding period in 2008, an increase of AED 3,512.9 million, or 171.9 per cent. In particular: • the Group’s cost of sales of goods and services amounted to AED 4,284.5 million during the six month period ended 30 June 2009 compared to AED1,060.0 million during the same period in 2008, an increase of AED 3,224.5 million. The increase during the 2009 period principally reflected the acquisition of a controlling interest in SR Technics in March 2009 and the full period impact of the Pearl acquisition in the 2009 period as well as progress on the Group's three university campus development projects in the 2009 period. As a percentage of revenues from sales of goods and services, the Group’s cost of sales of goods and services was 72.0 per cent. during the six month period ended 30 June 2009 compared to 36.7 per cent. during the same period in 2008; • the Group recorded a positive amount of AED 142.5 million during the six month period ended 30 June 2009 following the partial reversal of an impairment loss recorded against the value of Pearl's hydrocarbon reserves as a result of the increase in the global price of crude oil during that period. See "- Comparison of 2008, 2007 and 2006 – Operating expenses"); • the Group’s administrative expenses amounted to AED 931.8 million during the six month period ended 30 June 2009 compared to AED 520.8 million during the same period in 2008, an increase of AED 411.0 million, or 78.9 per cent. The most significant individual item within administrative expenses is staff costs not charged under other headings. The increase in administrative expenses in the 2009 period compared to the 2008 period principally reflects an increase in the activities of the Group, principally in relation to centralised services of the Company (where the headcount increased from an average of 346 in the six months ended 30 June 2008 to 459 in the six months ended 30 June 2009, in each case based on the numbers employed at the start and end of each period); increased activities at Abu Dhabi Future Energy Company PSC (Masdar), which is the company formed to implement the Masdar Project and administrative expenses at SR Technics following its acquisition in March 2009; • the Group’s project expenses amounted to AED 291.4 million during the six month period ended 30 June 2009 compared to AED 154.1 million during the same period in 2008, an increase of AED 137.3 million, or 89.1 per cent. The Group’s project expenses are described under “—Certain Significant Accounting Policies—Recognition of Certain Expenses—Project Expenses”; and • the Group’s exploration costs amounted to AED 190.9 million during the six month period ended 30 June 2008 compared to AED 308.1 million during the same period in 2008 , a decrease of AED 117.2 million, or 38.0 per cent. The Group’s exploration costs are described under “—Certain Significant Accounting Policies—Recognition of Certain Expenses—Oil and Gas Exploration and Development Costs” and the decrease during the six month period ended 30 June 2009 compared to the same period in 2008 principally reflects the fact that additional exploration costs were recognised in the 2008 period following the acquisition of Pearl to bring Pearl's treatment of such costs into line with that adopted by the rest of the Group.

ICM:9316673.6 45 Results from Operating Activities The Group’s operating profit was AED 894.1 million during the six month period ended 30 June 2009 compared to AED 1,529.6 million during the same period in 2008, a decrease of AED 635.5 million, or 41.5 per cent. The decrease during the 2009 period principally reflected the fact that the increase in operating expenses was significantly higher than the increase in operating income over the two periods.

Net Finance Expenses The table below shows the breakdown of the Group’s net finance expenses for the six month periods ended 30 June 2009 and 30 June 2008.

Six month period ended 30 June 2009 2008 (unaudited) (AED million) Interest income...... 257.2 153.1 Net foreign exchange gain ...... 116.1 — Total finance income...... 373.3 153.1 Net foreign exchange expense...... — (116.9) Borrowing costs...... (399.4) (355.9) Total finance expenses...... (399.4) (472.8) Net finance expenses...... (26.1) (319.8)

The Group’s net finance expenses comprise the sum of (i) the interest income earned by it on cash and cash equivalents, on certain loans made by it and on certain debt securities (principally comprising the Mandatory Convertible Securities and the Related Mezz convertible securities) held by it, (ii) the interest and other costs paid by it in respect of its borrowings and (iii) its net foreign exchange gains or losses. The Group’s finance income amounted to AED 373.3 million during the six month period ended 30 June 2009 compared to AED 153.1 million during the same period in 2008, an increase of AED 220.2 million, or 143.8 per cent. The increase during the six month period ended 30 June 2009 principally reflected the net foreign exchange gain recognised in the 2009 period and increased interest income resulting from interest earned on the Group's holdings of Mandatory Convertible Securities. The Group’s finance expenses during the six month period ended 30 June 2009 amounted to AED 399.4 million compared to AED 472.8 million during the same period in 2008, a decrease of AED 73.4 million or 15.5 per cent. The principal factors affecting the Group’s finance expenses over the two six month periods under review were as follows: • the effect of movements in exchange rates: in the 2009 period and the 2008 period the Group’s finance expenses were impacted by a net foreign exchange gain of AED 116.1 million and a net foreign exchange loss of AED 116.9 million, respectively; • the effect of changes in the amount of the Group’s outstanding borrowings: the Group's average borrowings (based on amounts at the start and end of the period) in the six months ended 30 June 2009 amounted to AED 17.8 billion compared to average borrowings of AED 13.0 billion in the corresponding period of 2008; and • the effect of changes in interest rates: interest rates in respect of the Group’s U.S. dollar-denominated, euro- denominated and dirham-denominated borrowings generally declined during the two periods under review.

Income Tax Expense During the six month period ended 30 June 2009, the Group recorded an income tax expense of AED 130.2 million compared to an income tax expense of AED 10.3 million during the same period in 2008. The increased income tax expense reflects the increased profitability of certain of the Company's subsidiaries based in taxing jurisdictions.

ICM:9316673.6 46 Profit for the Period Reflecting the above factors, the Group recorded a profit of AED 737.8 million during the six month period ended 30 June 2009 compared to a profit of AED 1,199.5 million during the same period in 2008, a decrease of AED 461.7 million, or 38.5 per cent. Other Comprehensive Income Other comprehensive income represents changes in equity during a period other than those changes resulting from transactions with owners in their capacity as owners including, in the case of the Company, additional shareholder contributions and changes in ownership interest in subsidiaries. The table below shows the breakdown of the Group’s total comprehensive income for the six month periods ended 30 June 2009 and 30 June 2008.

Six month period ended 30 June 2009 2008 (unaudited) (AED million) Net change in fair value of available for sale financial assets ...... 1,366.2 (1,084.2) Net change in exchange fluctuation reserve...... 177.0 268.8 Share of movement in exchange fluctuation reserve of equity accounted investees 12.2 45.3 Effective portion in value of cash flow hedges...... 302.5 50.9 Share of effective portion in fair value of hedging instruments of equity accounted investees ...... 99.9 9.4 Total other comprehensive income for the period net of income tax...... 1,957.7 (709.8)

Other comprehensive income for the six months ended 30 June 2009 was AED 1,957.7 million compared to a loss of AED 709.8 million in the six months ended 30 June 2008. This change principally reflected net changes in the fair value of available for sale instruments, which showed a positive net change of AED 1,366.2 million in the 2009 period compared to a negative net change of AED 1,084.2 million in the 2008 period. The fair values of each available for sale financial asset is measured at the end of each period and the change between that fair value and the fair value at the end of the previous period (or the date of acquisition if more recent), other than any impairment loss and foreign exchange gain or loss if the financial asset is a monetary item, is recorded in the fair value reserve and reflected in comprehensive income. The changes in fair value of available for sale financial assets principally reflect improved stock market valuations of quoted shares. See "Analysis of Certain Balance Sheet Items—Other Investments". Total Comprehensive Income for the Period Reflecting the above factors, the Group recorded total comprehensive income of AED 2,695.5 million during the six month period ended 30 June 2009 compared to total comprehensive income of AED 489.7 million during the same period in 2008.

ICM:9316673.6 47 Comparison of 2008, 2007 and 2006 Revenue from Sale of Goods and Services The table below shows the breakdown of the Group’s revenues from the sale of goods and services for each of 2008, 2007 and 2006.

Year ended 31 December 2008 2007 2006 (AED (% of (AED (% of (AED (% of million) total) million) total) million) total) Sale of hydrocarbons ...... 5,389.1 80.9 964.0 53.9 80.4 38.2 Contract revenue ...... 1,078.7 16.2 497.5 27.8 — — Seaport operation services ...... — — 239.5 13.4 96.6 45.9 Medical services...... 120.3 1.8 49.1 2.7 2.9 1.4 Flight training services...... 45.4 0.7 32.7 1.8 30.5 14.5 Other...... 27.7 0.4 6.6 0.4 — — Total revenue from sale of goods and services ...... 6,661.1 100.0 1,789.4 100.0 210.4 100.0

The Group’s total revenues from the sale of goods and services for 2008 amounted to AED 6,661.1 million compared to AED 1,789.4 million for 2007 and AED 210.4 million for 2006. The increase of AED 4,871.7 million in 2008 compared to 2007 principally reflected significant increases in revenues from the sale of hydrocarbons and in contract revenues. The increase of AED 1,579.0 million in 2007 compared to 2006 principally reflected (i) significant increases in revenues from the sale of hydrocarbons, from seaport operation services and from medical services and (ii) the fact that contract revenues were recorded for the first time in 2007. Revenues from the sale of hydrocarbons for 2008 amounted to AED 5,389.1 million compared to AED 964.0 million in 2007 and AED 80.4 million for the previous year. The increase of AED 4,425.1 million in 2008 compared to 2007 principally resulted from the fact that the upstream activities of the Dolphin Project operated at full capacity for almost all of 2008 and from the partial year impact of the acquisition of Pearl in May 2008. The increase of AED 883.6 million in 2007 compared to 2006 principally resulted from the fact that the Qatar-UAE gas pipeline operated by Dolphin Energy Limited became operational in mid 2007 (although it did not reach full capacity until early 2008) which enabled the production and sale of natural gas and related products by the upstream activities of the Dolphin Project during the year. See “—Principal Components of, and Key Factors Affecting, Operating Income—Revenues from the Sale of Goods and Services—The Dolphin Project” and “—Acquisition of Pearl”. In 2008, contract revenues amounted to AED 1,078.7 million principally reflecting significant progress on the UAE University campus development project and a full year of operations by Al Taif. In addition, the Group earned contract revenues on its Paris-Sorbonne University campus development project in 2008. In 2007, contract revenues amounted to AED 497.5 million reflecting the fact that revenues were accrued both in relation to the UAE University campus development project and by Al Taif for the first time in that year. No similar revenues were recorded in 2006. The Group’s other revenues from the sale of goods and services for 2008 amounted to AED 193.4 million compared to AED 327.9 million in 2007 and AED 130.0 million in 2006. The Group’s other revenues from the sale of goods and services were principally derived from Abu Dhabi Terminals, which provides port operations services at Abu Dhabi’s ports, two medical facilities opened in late 2006 and operated by its healthcare business unit and flight training services provided by the Horizon International Flight Academy. With effect from 1 January 2008, 50.0 per cent. of Abu Dhabi Terminals was sold by the Group to Abu Dhabi Ports Company PJSC, an entity wholly-owned by the Government, and, as a result, Abu Dhabi Terminals ceased to be a subsidiary and was accounted for as a jointly controlled entity in 2008.

Change in the Fair Value of Investment Properties The change in the fair value of the Group’s investment properties amounted to AED 741.1 million in 2008 compared to AED 2,314.0 million in 2007 and AED 30.0 million in 2006. In 2006, the Group recognised its New Fish Market land as an investment property for the first time, reflecting the fact that the land was leased on a long-term basis in that year. The fair value of this land, in the amount of AED 30.0 million, was determined by management as at 31 December 2006 based on the discounted committed future rental

ICM:9316673.6 48 receipts. Accordingly, the Group recognised an AED 30.0 million change in fair value in respect of this investment property in 2006 reflecting the fact that the cost of such property to the Group was a nominal amount. In 2007, the Group recognised certain land at Zayed Sports City as an investment property at a value of AED 2.0 billion. This valuation was based on an agreement to sell the land. Reflecting the agreement for the sale of the land (to be completed in parcels over future periods), the land was reclassified as “Land held for Sale” under “Inventories” in the balance sheet. Also in 2007, the Group recognised the Abu Dhabi Financial Centre land on Sowwah Island as an investment property for the first time. The fair value of this land as at 31 December 2007 (in an amount of AED 314.0 million) was determined using market rates provided by independent third parties for properties of a different nature, condition or location, which rates are adjusted by management to reflect its estimation of those differences at each balance sheet date. Accordingly, the amount of AED 314.0 million was also recognised as a change in fair value in respect of this investment property in 2007 giving a cumulative change in fair value of investment properties in 2007 of AED 2,314.0 million. In 2008, the Group determined the fair value of the Abu Dhabi Financial Centre land based on its estimate of the discounted future cash flows from the land. This change in methodology reflected the fact that sufficient progress had been made on the master planning of the development to enable such estimates to be made. In addition, management considered that the market prices of comparable properties were too high and did not give a reliable basis for estimating comparable prices. As a result, the Group recognised an increase in fair value in respect of this investment property in an amount of AED 744.5 million. This increase in fair value was less than that which would have been recognised had the previous year’s fair valuation methodology again been applied. The increase in the fair value of the Abu Dhabi Financial Centre land was partially offset by a decline in the fair value of the New Fish Market land of AED 3.3 million at 31 December 2008, resulting in a cumulative change in fair value of investment properties in 2008 of AED 741.1 million.

Share of Results of Equity Accounted Investees The Group’s share of the results of its equity accounted investees was AED 271.2 million in 2008 compared to AED 116.0 million in 2007 and AED 73.2 million in 2006. In 2008, the Group’s share of the results of its jointly controlled entities amounted to AED 279.8 million compared to AED 81.2 million in 2007 and AED 56.7 million in 2006. At 31 December 2008, the Group had 29 jointly controlled entities compared to 16 at 31 December 2007 and nine at 31 December 2006. In each period, significant profits were realised at certain jointly controlled entities which were offset in part by losses at other jointly controlled entities. During the three years under review, the most significant profit making jointly controlled entities were: • Dolphin Energy. In particular, reflecting the Qatar-UAE gas pipeline reaching full capacity in early 2008, the Group’s share of the results of Dolphin Energy was AED 934.2 million in 2008 compared to AED 45.3 million in 2007; • Global Mobility Holding B.V. (GMH) which is the vehicle through which the Group holds its interest in Leaseplan Corporation N.V. (LeasePlan), see “Description of the Group—Business Units— Services— Financial Services—Leaseplan Emirates”. The Group’s share of the results of this entity was AED 209.9 million in 2008 compared to AED 315.5 million in 2007 and AED 243.2 million in 2006. In December 2008, the Group exercised its option to sell all of its shares in GMH to its joint venture partner and, in September 2009, it was agreed between the parties that the sale would be deferred until 2010. Following the exercise of the option, GMH was accounted for as an asset held for sale, although the Group continues to maintain joint control with its joint venture partner; and • Abu Dhabi Terminals, which became a jointly controlled entity in 2008 following the sale of 50.0 per cent. of the company to a Government-owned entity, see “—Comparison of 2008, 2007 and 2006—Revenue from Sale of Goods and Services”. The Group’s share of the results of this entity in 2008 was AED 65.1 million. During the three years under review, the most significant loss making entities were: • SR Technics. The Group’s share of the loss made by this entity was AED 509.3 million in 2008 compared to AED 260.0 million in 2007 and AED 31.3 million in 2006; • EMAL. The Group’s share of the loss made by this entity was AED 93.5 million in 2008 compared to AED 27.7 million in 2007; and • EMTS Holding. The Group’s share of the loss made by this company was AED 63.8 million in 2008.

ICM:9316673.6 49 In 2008, the Group’s share of the results of its associates amounted to a loss of AED 8.6 million compared to a profit of AED 34.8 million in 2007 and AED 16.6 million in 2006. During 2007 and 2006, the Group shared proportionately in the profits and losses of three active associates: ADSB, Condor Medical Waste Management Company LLC (Condor) (which was sold during 2007) and Eships. In 2008, the Group additionally shared in the results of Spyker and John Buck. ADSB and John Buck generated profits in 2008, while Eships and Spyker were loss making. See Schedule II to the 2008 Financial Statements. Certain summarised financial information relating to the Group’s principal jointly controlled entities and the Group’s associates (in each case not adjusted to reflect the Group’s percentage ownership) is set out in Schedule III and Schedule II, respectively, to the 2008 Financial Statements and Schedule III and Schedule II, respectively, to the financial statements for the year ended 31 December 2007 (the 2007 Financial Statements).

Income/Loss from Other Investments In 2008, the Group’s loss from other investments amounted to AED 6,511.3 million compared to income of AED 301.5 million in 2007 and AED 409.8 million in 2006. The Group’s income/loss from other investments principally comprises the sum of the net change in fair values of the Derivative Components and in the fair values of FVTPL investments, the net change in the fair values of certain other unquoted convertible securities held by it, the net change in the fair values of derivatives used as economic hedges, any realised gains or losses made on the sale of available for sale securities and dividend income on its available for sale securities. In 2008, the net change in the fair value of FVTPL investments was negative in the amount of AED 2,211.3 million compared to a positive change of AED 246.1 million in 2007. There was no change in the fair value of FVTPL investments in 2006. The positive change in 2007 reflected realised gains on the sale of FVTPL investments acquired during the year. The negative change in 2008 principally reflected movements in the quoted prices of GE shares comprised in the FVTPL portfolio. In 2008, the Group recorded negative changes of AED 4,204.0 million and AED 257.9 million, respectively, on the fair values of the Derivative Components and certain derivatives used as economic hedges. No fair value changes on these instruments were recorded in prior years as they were all acquired by the Group during 2008. In 2008, the Group recorded a gain of AED 30.5 million on the sale of certain available for sale investments and, in 2006, the Group recorded a gain of AED 403.1 million on the sale of part of the Group’s available for sale shareholding in du as part of that company’s IPO. No sales of available for sale securities were made in 2007. In 2008, the dividend income recorded by the Group on its available for sale investments was AED 131.4 million compared to AED 55.4 million in 2007 and AED 6.6 million in 2006, reflecting growth in the size of the portfolio.

Gains/Losses on the Divestment of Shares in Subsidiaries and Associates In 2008, the Group sold 70 per cent. of its shares in EMTS Holding and also sold 50.0 per cent. of its shares in Abu Dhabi Terminals. These transactions and one other sale resulted in a net gain of AED 161.4 million in 2008. In 2007, the Group sold all of its shares in Condor, realising an AED 2.7 million loss. In 2006, the Group did not sell any shares in subsidiaries or associates.

Impairment Losses In 2008, the Group’s impairment losses amounted to AED 8,814.5 million compared to impairment losses of AED 984.8 million in 2007 and AED 126.1 million in 2006. The Group’s equity accounted investees, available for sale financial assets, other investments and certain other assets are assessed at each balance sheet date to determine whether or not there is any objective evidence of impairment. During the three years under review, the Group has recorded the following impairment losses: • in 2008, the Group recorded an AED 288.5 million impairment loss relating to SR Technics, an equity accounted investee, based on the Group’s revised expectations of the future cash flows to be derived from the investment and reflecting the failure of the business to perform in line with expectations at the time of acquisition; an AED 2,342.9 million impairment loss on its quoted available for sale investments in, among other entities, Aldar and AMD reflecting a decline in the quoted share prices of those entities, and an AED 1,987.4 million impairment loss on its unquoted investment in Carlyle reflecting its assessment of changes in Carlyle’s business plan and its weighted average cost of capital and potential exit multiples based on prevailing market conditions at 31 December 2008;

ICM:9316673.6 50 • in addition, in 2008 the Group recorded an AED 3,292.7 million impairment loss on property, plant and equipment and intangible assets principally relating to its re-appraisal of the value of Pearl’s hydrocarbon reserves in the light of a significant decline in world oil prices since the date on which Pearl was acquired, an AED 296.9 million impairment loss relating to interest receivable from SR Technics and an AED 606.1 million impairment loss on other investments relating to its holding of convertible bonds issued by Related Mezz, based on its assessment of changes in the business plan of Related Companies and revised assumptions in respect of potential terminal capitalisation rates of certain Related Companies’ assets; • in 2007, the Group recorded an AED 984.8 million impairment loss on its available for sale investment in AMD, reflecting a decline in the quoted share price of AMD below the cost of its investment in AMD; and • in 2006, the Group recorded an AED 126.1 million impairment loss relating to Piaggio Aero, an equity accounted investee, following a delay in the acquisition of certain licences required by Piaggio Aero to access new markets which significantly affected the production and sales of Piaggio Aero.

Other Operating Income The Group’s other operating income in 2008 amounted to AED 285.1 million compared to AED 264.9 million in 2007 and AED 284.5 million in 2006, an increase of AED 20.2 million or 7.6 per cent. and a decrease of AED 19.6 million or 6.9 per cent., respectively. The principal component of the Group’s other operating income in each of 2008, 2007 and 2006 was income generated from secondments, project management and consultancy services provided to related parties.

Operating Income/(Loss) The Group recognised an operating loss for 2008 of AED 3,913.1 million as compared to operating income of AED 3,798.3 million in 2007 and AED 881.7 million in 2006. The decrease in 2008 principally reflected the significant impairment losses made by the Group in 2008 which more than offset the increased revenues from the sales of goods and services. The increase in 2007 reflected both the significant increases in both revenues from sale of goods and services and the significant positive change in fair value of investment properties described above, results from investing activities which more than offset the negative results from investing activities.

Operating Expenses The table below shows the breakdown of the Group’s operating expenses for each of 2008, 2007 and 2006.

Year ended 31 December 2008 2007 2006 (AED (% of (AED (% of (AED (% of million) total) million) total) million) total) Cost of sales of goods and services ...... 3,422.3 37.6 906.8 44.0 127.6 22.7 Impairment losses on property, plant and equipment and intangible assets ...... 3,292.7 36.2 — — — — Administrative expenses...... 1,175.9 12.9 666.4 32.3 241.8 43.1 Project expenses...... 617.6 6.8 318.6 15.5 137.2 24.4 Exploration costs...... 590.8 6.5 169.6 8.2 54.9 9.8

Total operating expenses ...... 9,099.2 100.0 2,061.4 100.0 561.5 100.0

In 2008, the Group’s operating expenses amounted to AED 9,099.2 million compared to AED 2,061.4 million in 2007 and AED 561.5 million in 2006. The increases of AED 7,037.8 million and AED 1,499.9 million, respectively, reflected increases in all categories of operating expense as well as a significant impairment loss in 2008. In particular: • the Group’s cost of sales of goods and services amounted to AED 3,422.3 million in 2008 compared to AED 906.8 million in 2007 and AED 127.6 million in 2006, increases of AED 2,515.5 million and AED 779.2 million. The increase in 2008 principally reflected the Group’s proportionate share of the costs of the increased upstream activities at the Dolphin Project and the partial year impact of the Pearl acquisition. The increase in 2007 principally reflected costs incurred following the commencement of the UAE University campus development project, the commencement of upstream activities at the Dolphin Project and increased

ICM:9316673.6 51 activity at Abu Dhabi Terminals. As a percentage of revenues from sales of goods and services, the Group’s cost of sales of goods and services was 51.4 per cent. in 2008 compared to 50.7 per cent. in 2007 and 60.7 per cent. in 2006; • the Group’s impairment losses on property, plant and equipment and intangible assets amounted to AED 3,292.7 million in 2008 and principally related to its re-appraisal of the value of Pearl’s hydrocarbon reserves at the end of that year, see “Impairment Losses”; • the Group’s administrative expenses amounted to AED 1,175.9 million in 2008 compared to AED 666.4 million in 2007 and AED 241.8 million in 2006, increases of AED 509.5 million and AED 424.6 million, respectively. The increases in administrative expenses reflect an increase in the activities of the Group, principally in relation to centralised services of the Company (where the headcount increased from 95 at 31 December 2005 to 459 at 31 December 2008). Other significant Group contributors to the increases in administrative expenses included EMTS Holding in 2007; increased activities at Masdar in 2007 and, to a greater extent, in 2008; the Group’s proportionate share of the administrative costs of the upstream activities of the Dolphin Project as it commenced operations in 2007 and reached full capacity in 2008; and increased activity at Abu Dhabi Terminals in 2007. In addition, administration expenses at Pearl, following its acquisition in May 2008, also contributed to the increase in the Group’s administrative expenses in 2008; • the Group’s project expenses amounted to AED 617.6 million in 2008 compared to AED 318.6 million in 2007 and AED 137.2 million in 2006, increases of AED 299.0 million and AED 181.4 million, respectively. The increases reflect the increased number of projects being considered by the Company over the years under review; and • the Group’s exploration costs amounted to AED 590.8 million in 2008 compared to AED 169.6 million in 2007 and AED 54.9 million in 2006, increases of AED 421.2 million and AED 114.7 million, respectively. The increase in 2008 reflects an increase in the exploration activity undertaken by the Group, principally in relation to its Libyan fields and exploration costs of Pearl recognised following the Pearl acquisition. The increase in 2007 reflects an increase in the exploration activity undertaken by the Group, principally in relation to its Libyan and Algerian fields.

Results from Operating Activities The Group’s results from operating activities were negative in the amount of AED 13,012.4 million in 2008 compared to positive results of AED 1,737.0 million in 2007 and AED 320.2 million in 2006, a decrease of AED 14,749.4 million and an increase of AED 1,416.8 million, respectively. The decrease in 2008 reflected the significant decline in operating income coupled with increased operating expenses, in each case in comparison to 2007. The increase in 2007 reflected the fact that the increase in operating income in 2007 compared to 2006 significantly exceeded the increase in operating expense. In all three years under review, the Group’s results from operating activities were adversely affected by impairment losses and, in 2007, the Group’s results from operating activities were significantly positively affected by a change in fair value of its investment properties.

Net Finance Expenses The table below shows the breakdown of the Group’s net finance expenses for each of 2008, 2007 and 2006.

Year ended 31 December 2008 2007 2006 (AED million) Interest income...... 398.7 212.4 309.8 Net foreign exchange gain ...... 64.0 — — Total finance income...... 462.7 212.4 309.8 Net foreign exchange...... — (71.7) (19.3) Borrowing costs...... (691.3) (545.9) (316.7) Total finance expenses...... (691.3) (617.7) (336.0) Net finance expenses...... (228.7) (405.3) (26.2)

The Group’s finance income amounted to AED 462.7 million in 2008 compared to AED 212.4 million in 2007 and AED 309.8 million in 2006, an increase of AED 250.2 million or 117.8 per cent. and a decrease of AED 97.4 million or 31.4 per cent., respectively. The increase in 2008 reflected an AED 64.0 million foreign exchange gain

ICM:9316673.6 52 coupled with generally greater cash balances and an increase in debt securities held by the Group compared to 2007. The decrease in finance income in 2007 compared to 2006 principally reflected the fact that in 2006 interest income was significantly increased by the interest earned on excess subscription moneys paid for shares sold by the Company in the IPO of du. All of the interest earned in 2007 and 2006 was received by the Group in cash. The Group’s finance expenses in 2008 amounted to AED 691.3 million compared to AED 617.7 million in 2007 and AED 336.0 million in 2006, increases of AED 73.6 million or 11.9 per cent. and AED 281.7 million or 83.8 per cent., respectively. The principal factors affecting the Group’s finance expenses over the three years under review were as follows: • the effect of movements in exchange rates: in 2007 and 2006 the Group’s finance expenses were increased by net foreign exchange losses of AED 71.7 million and AED 19.3 million, respectively whereas in 2008 the Group recorded a net foreign exchange gain of AED 64.0 million; • the effect of changes in interest rates: interest rates in respect of the Group’s U.S. dollar-denominated and dirham-denominated borrowings remained relatively stable during 2006 and 2007 and generally declined during 2008. Interest rates in respect of the Group’s euro-denominated borrowings generally increased during 2006 and 2007 and then remained relatively stable during 2008; and • the effect of changes in the amount of the Group’s outstanding borrowings: as at 31 December 2008, the Group’s interest bearing borrowings totalled AED 12.6 billion compared to AED 12.3 billion in 2007 and AED 6.9 billion at 31 December 2006.

Income Tax Expense Prior to 2008, the Company and all of the Group’s subsidiaries were based in jurisdictions which had no corporation tax or, in the case of subsidiaries operating in jurisdictions with a corporation tax regime, did not record any taxable revenues. In 2008, the Group released a significant part of Pearl’s deferred tax liabilities following the impairment loss made against the value of Pearl’s hydrocarbon reserves which resulted in an income tax gain of AED 1,474.2 million in 2008 after taking account of certain other minor income tax charges paid on distributions made to the Group.

Result for the Year Reflecting the above factors, the Group recorded a loss of AED 11,766.9 million in 2008 compared to a profit of AED 1,331.7 million in 2007 and a profit of AED 294.0 million in 2006.

SEGMENTAL ANALYSIS For accounting purposes, the Group classified its business in 10 reporting segments for both the six month period ended 30 June 2009 and for 2008. Prior to 2008, the Group did not report its financial statements on a segmental basis. Reflecting the lack of availability of comparative information, the financial statements for 2008 contain a segmental analysis based on the following seven reporting segments: Energy & Industry; Real Estate & Hospitality; Infrastructure & Services; Aerospace & Technology; Healthcare; Corporate/ Acquisitions; and New Energy Technologies, see note 6 to the 2008 Financial Statements. For the same reason, the 2009 Interim Financial Statements contain a segmental presentation based on that used in the 2008 Financial Statements and also a separate presentation for the six month period ended 30 June 2009 only showing all 10 reporting segments. The seven and 10 segment categorisations are different from that which appears under “Description of the Group—Business Units”, reflecting the following developments during 2008: • in mid 2008 following the acquisition of Pearl, the Group separated the former Energy & Industry business unit into separate Oil & Gas and Energy & Industry business units; • in mid 2008, the Group separated the former Infrastructure & Services business unit into separate Infrastructure and Services business units, reflecting the diverging strategies of the two businesses; and • in late 2008, the Group separated the former Aerospace & Technology business unit into separate Aerospace and Information, Communications & Technology business units to enable greater focus on each element. In addition, the Masdar Project, which is the Group’s renewable energy and sustainable development project, operates separately from the business units and comprises the “New Energy Technologies” reporting segment. The

ICM:9316673.6 53 Group does not, for business purposes, treat its Acquisitions unit and its Finance & Corporate Affairs unit as business units as these units provide cross industry expertise and consistency of approach to the business units. The “Corporate/Acquisitions” reporting segment includes these units as well as the Group’s other investments which are not specifically allocated to another reporting segment. The table below sets forth certain information regarding the Group’s segments as at and for the years ended 31 December 2008 and 2007:

Energy & Real Estate & Infrastructure & Aerospace & (AED million) Industry Hospitality Services Technology 31 December 31 December 31 December 31 December 2008 2007 2008 2007 2008 2007 2008 2007 Segment operating income/(loss)...... 6,182.7 1,012.1 737.4 317.0 1,145.2 975.6 (883.7) (241.6) Segment result from operating activities (continued operations) .... (355.6) 345.2 612.2 209.7 75.4 317.8 (1,249.6) (470.4) Segment profit/(loss)...... 886.2 109.0 612.2 209.7 (25.4) 155.4 (1,233.3) (284.0)

Segment assets ...... 11,663.6 7,900.1 7,466.1 623.3 5,974.2 4,335.5 5,443.0 9,548.4

Corporate/ New Energy (AED million) Healthcare Acquisitions Technologies Consolidated 31 December 31 December 31 December 31 December 2008 2007 2008 2007 2008 2007 2008 2007 Segment operating income/(loss)...... 120.3 49.1 (11,205.1) 1,666.1 (10.0) 20.1 (3,913.1) 3,798.3 Segment result from operating activities (continued operations) .... (34.1) (34.1) (11,782.7) 1,408.7 (278.0) (39.9) (13,012.4) 1,737.0 Segment profit/(loss)...... (37.8) (38.1) (11,690.6) 1,219.4 (278.1) (39.8) (11,766.9) 1,331.7

Segment assets ...... 198.8 161.4 20,974.5 16,400.7 2,558.0 276.9 54,278.2 39,246.3

In 2008, the Energy & Industry segment recorded operating income of AED 6,182.7 million compared to AED 1,012.1 million in 2007. The principal component of Energy & Industry operating income is the Group’s hydrocarbon revenues (including both the upstream and midstream revenues of the Dolphin Project). In 2008, the Real Estate & Hospitality segment recorded operating income of AED 737.4 million compared to AED 317.0 million in 2007. The principal component of Real Estate & Hospitality operating income is the changes in fair value in the Group’s investment properties although, in 2007, the AED 2,000.0 million change resulting from the recognition of the Zayed Sports City land as an investment property prior to its reclassification as inventory was recorded in the Corporate/Acquisitions segment since that segment had arranged the sale of the land and the Real Estate & Hospitality segment had not contributed to any value addition to the land during the period in which it held the land before the sale was agreed. In 2008, the Infrastructure & Services segment recorded operating income of AED 1,145.2 million compared to AED 975.6 million in 2007. The principal components of Infrastructure & Services operating income are the Group’s contract revenues and its proportionate share of revenues from GMH which to an extent are offset by losses at other jointly controlled entities falling within this segment. In 2008, the Aerospace & Technology segment recorded an operating loss of AED 883.7 million compared to an operating loss of AED 241.6 million in 2007. The principal contributors to the operating losses recorded by the Aerospace & Technology segment were the Group’s proportionate share of the losses made by SR Technics and Piaggio Aero and impairment losses made against its investment in SR Technics in 2008. In 2008, the Healthcare segment recorded operating income of AED 120.3 million compared to AED 49.1 million in 2007. The Healthcare segment’s operating income comprises the Group’s operating income from medical services. In 2008, the Corporate/Acquisitions segment recorded an operating loss of AED 11,205.1 million compared to operating income of AED 1,666.1 million in 2007. The Corporate/Acquisitions segment’s operating income and losses include losses (including impairment losses) made on available for sale and FVTPL investments, income or loss from other investments and, in 2007, the fair value gain recorded against the Zayed Sports City land. In 2008, the New Energy Technologies segment recorded an operating loss of AED 10.0 million compared to operating income of AED 20.1 million in 2007. The New Energy Technologies segment’s operating income comprises the Group’s operating income from Masdar and the Masdar Project. In terms of segment results from operating activities (continued operations), the Real Estate & Hospitality segment recorded profits of AED 612.2 million in 2008 and AED 209.7 million in 2007 and the Infrastructure & Services segment recorded profits of AED 75.4 million in 2008 and AED 317.8 million in 2007. These two segments

ICM:9316673.6 54 were the only segments to record a profit in both years. The Healthcare segment recorded a loss of AED 34.1 million in each of 2008 and 2007. The New Energy Technologies segment recorded a loss of AED 278.0 million in 2008 compared to a loss of AED 39.9 million in 2007. The Energy & Industry segment recorded a loss of AED 355.6 million in 2008 compared to a profit of AED 345.2 million in 2007. The Aerospace & Technology segment recorded a loss of AED 1,249.6 million in 2008 compared to a loss of AED 470.4 million in 2007. The Corporate/Acquisitions segment recorded a loss of AED 11,782.7 million in 2008 compared to a profit of AED 1,408.7 million in 2007. In geographical terms, 56.8 per cent. of the Group’s revenues in 2008 were derived from customers based in Qatar, principally reflecting the upstream activities of the Dolphin Project. An additional 19.1 per cent. was derived from customers in the UAE and the balance was derived from customers in other jurisdictions. In terms of significant individual customers, Dolphin Project sales to Tasweeq (see “Description of the Group—Business Units—Oil & Gas— The Dolphin Project”) accounted for 48.6 per cent. of the Group’s revenues in 2008 and the Government (principally through payments to Al Hikma Development Company PSC (Al Hikma) in connection with the UAE University campus development project, payments to Al Taif and payments to Manhal Development Company PSC (Manhal) in connection with the Paris-Sorbonne University campus development project) accounted for 16.2 per cent. of the Group’s revenues in 2008. The table below sets forth certain information regarding the Group’s segments as at and for the six month periods ended 30 June 2009 and 2008:

Energy & Real Estate & Infrastructure & Aerospace & (AED million) Industry Hospitality Services Technology 30 June 30 June 30 June 30 June 2009 2008 2009 2008 2009 2008 2009 2008 (unaudited) Segment operating income/(loss)...... 2,279.8 2,852.9 514.9 23.3 1,650.7 521.7 2,109.1 313.7 Segment result ...... 780.1 1,606.0 441.0 (35.1) 366.3 71.8 (83.1) 79.6

(1) Segment assets ...... 14,181.4 11,663.6 8,393.6 7,466.1 7,812.7 5,974.2 13,849.1 5,443.0

Corporate/ New Energy (AED million) Healthcare Acquisitions Technologies Consolidated 30 June 30 June 30 June 30 June 2009 2008 2009 2008 2009 2008 2009 2008 (unaudited) Segment operating income/(loss)...... 97.3 52.5 (295.3) (195.7) 93.4 4.2 6,450.0 3,572.7 Segment result ...... (2.9) (19.5) (598.2) (363.7) (165.4) (139.6) 737.8 1,199.5

(1) Segment assets ...... 309.6 198.8 30,758.8 20,974.5 4,051.1 2,558.0 79,356.3 54,278.2

Note:

(1) As at 31 December 2008 and as at 30 June 2009 In the six months ended 30 June 2009, the Energy & Industry segment recorded operating income of AED 2,279.8 million compared to AED 2,852.9 million in the corresponding period of 2008. In the six months ended 30 June 2009, the Real Estate & Hospitality segment recorded operating income of AED 514.9 million compared to AED 23.3 million in the corresponding period of 2008. The principal component of Real Estate & Hospitality operating income in the six months ended 30 June 2009 was the revenue earned on the sale of a plot of land on Sowwah Island. In the six months ended 30 June 2009, the Infrastructure & Services segment recorded operating income of AED 1,650.7 million compared to AED 521.7 million in the corresponding period of 2008. In the six months ended 30 June 2009, the Aerospace & Technology segment recorded operating income of AED 2,109.1 million compared to AED 313.7 million in the corresponding period of 2008. The increase in the six months ended 30 June 2009 principally reflects the consolidation of SR Technics from March 2009. In the six months ended 30 June 2009, the Healthcare segment recorded operating income of AED 97.3 million compared to AED 52.5 million in the corresponding period of 2008. In the six months ended 30 June 2009, the Corporate/Acquisitions segment recorded an operating loss of AED 295.3 million compared to an operating loss of AED 195.7 million in the corresponding period of 2008. In the six months ended 30 June 2009, the New Energy Technologies segment recorded operating income of AED 93.4 million compared to AED 4.2 million in the corresponding period of 2008.

ICM:9316673.6 55 In terms of segment results from operating activities, the Energy & Industry segment recorded profits of AED 780.1 million in the six months ended 30 June 2009 and AED 1,606.0 million in the corresponding period of 2008 and the Infrastructure & Services segment recorded profits of AED 366.3 million in the six months ended 30 June 2009. These two segments were the only segments to record a profit in both years. Three segments recorded a loss in both years. These were the Healthcare segment, which recorded a loss of AED 2.9 million in the six months ended 30 June 2009 and a loss of AED 19.5 million in the corresponding period of 2008; the New Energy Technologies segment, which recorded a loss of AED 165.4 million in the six months ended 30 June 2009 and a loss of AED 139.6 million in the corresponding period of 2008; and the Corporate/Acquisitions segment, which recorded a loss of AED 598.2 million in the six months ended 30 June 2009 and a loss of AED 363.7 million in the corresponding period of 2008. The Real Estate & Hospitality segment recorded a profit of AED 441.0 million in the six months ended 30 June 2009 compared to a loss of AED 35.1 million in the corresponding period of 2008. The Aerospace & Technology segment recorded a loss of AED 83.1 million in the six months ended 30 June 2009 compared to a profit of AED 79.6 million in the corresponding period of 2008. Note 6 to the 2009 Interim Financial Statements also includes segment reporting data based on the Group's current eight business unit organisational structure described under "Business of the Group".

ANALYSIS OF CERTAIN BALANCE SHEET ITEMS Overview of the Group’s most Significant Assets As at 30 June 2009, the Group had total assets of AED 79.4 billion. The table below details the Group’s most significant assets in terms of balance sheet value as at 30 June 2009, the reporting segment in which they are held and their geographic location.

As at 30 June 2009 Reporting segment Geography (unaudited) (AED million) Cash...... 12,015.6 — — Dolphin Project(1) ...... 7,039.2 Energy & Industry GCC SRT(2)...... 6,713.4 Aerospace & Technology Europe Aldar(3) ...... 5,190.5 Corporate/Acquisitions GCC Yahsat(2) ...... 4,221.6 Aerospace & Technology GCC Masdar(2) ...... 4,182.3 New Energy Technologies GCC GMH(4)...... 3,383.9 Infrastructure & Services Europe Carlyle(5) ...... 3,322.1 Corporate/Acquisitions United States GE(6)...... 2,951.9 Corporate/Acquisitions United States Pearl(2)...... 2,430.6 Energy & Industry South East Asia AMD(7)...... 2,017.4 Corporate/Acquisition United States Abu Dhabi Financial Centre(8)...... 2,013.2 Real Estate & Hospitality GCC Du(7) ...... 2,011.8 Aerospace & Technology GCC Zayed Sports City Land(9) ...... 1,946.1 Real Estate & Hospitality UAE First Gulf Bank(10)...... 1,832.3 Corporate/Acquisitions GCC Mukhaizna Block 53(11)...... 1,648.1 Energy & Industry GCC Universities under construction(2) ...... 3,157.6 Infrastructure & Services GCC Abu Dhabi Commercial Bank(12) ...... 1,234.0 Corporate/Acquisitions GCC Related Mezz(13) ...... 835.7 Corporate/Acquisitions United States Total...... 68,147.3 Percentage of total assets...... 85.8 ______(1) Investment in the upstream activities of the Dolphin Project and the equity accounted value of the midstream activities, together representing 8.6 per cent. of the Group’s total assets (2) This comprises the Group's UAE University campus development, its Paris-Sorbonne University Abu Dhabi campus development and its Zayed University campus development. (3) Includes ordinary shares of AED 1,857 million, debt component of mandatory convertible bonds of AED 3,333 million and convertible sukuk of AED 107 million. It excludes the fair value of the derivative component of the mandatory convertible bonds of AED 2,135 million classified as non-current liability in the 2009 Interim Financial Statements (4) Asset held for sale

ICM:9316673.6 56 (5) FVTPL investment and available for sale investment (6) FVTPL investment (7) Available for sale investment (8) Investment property on Sowwah Island (9) Inventory (10) Includes ordinary shares of AED 198 million and debt component of mandatory convertible bonds of AED 1,635 million. It excludes the fair value of the derivative component of the mandatory convertible bonds of AED 822 million classified as non-current liability in the 2009 Interim Financial Statements (11) Jointly controlled asset (12) Represents debt component of mandatory convertible bonds. It excludes the fair value of the derivative component of the mandatory convertible bonds of AED 870 million classified as non-current liability in the 2009 Interim Financial Statements (13) Convertible bonds held as other assets on the balance sheet

Investments in Equity Accounted Investees The table below shows the Group’s investment in its equity accounted investees as at 30 June 2009 and as at 31 December in each of 2008, 2007 and 2006.

As at 30 June As at 31 December 2009 2008 2007 2006 (Unaudited) (AED million) Associates ...... 310.8 430.7 241.0 240.8 Jointly controlled entities...... 4,376.4 3,744.8 5,564.8 4,759.1 Total...... 4,687.1 4,175.5 5,805.8 4,999.9

As at 30 June 2009, the Group had 32 jointly controlled entities. As at 31 December 2008, 2007 and 2006, the numbers were 29, 16 and nine, respectively. A full list of the Group’s jointly controlled entities as at 31 December in each of 2008, 2007 and 2006 respectively, is set out in note 18(b) to the 2008 Financial Statements and note 18(b) to the 2007 Financial Statements. The most significant of these in terms of book value at 30 June 2009 were Dolphin Energy, EMTS, Eships, Piaggio Aero, Masdar Clean Tech Fund, L.P. (which is the entity operating the Clean Tech Fund I, see “Description of the Group—Masdar—Innovation and Investment”), Veolia Eau, KOR Hotel Management LLC and Torresol Energy Investment. Notwithstanding the addition of 13 new jointly controlled entities during 2008, the aggregate book value of these entities was lower at 31 December 2008 than at 31 December 2007 reflecting the fact that GMH was accounted for as an asset held for sale at 31 December 2008. The increase in book value at 30 June 2009 principally reflected the fact that Eships became a jointly controlled entity in the 2009 period and also a capital increase at Dunia Finance LLC. During the period under review, the Group’s active associates comprised ADSB (in which it maintained a 40.0 per cent. shareholding), Eships (in which it maintained 33.0 per cent. shareholding, which was subsequently increased to 50.0 per cent. in March 2009 at which point Eships became a jointly controlled entity), Tanqia (in which it maintained a 30.0 per cent. shareholding), Spyker (in which it acquired a 22.8 per cent. shareholding in 2008), John Buck (in which it acquired a 24.9 per cent. shareholding in 2008) and Condor (in which it had a 34.0 per cent. shareholding as at 31 December 2006 but which it sold during 2007).

Jointly Controlled Assets The Group’s jointly controlled assets comprise development and production sharing agreements (DPSAs), production sharing agreements (PSAs) and exploration and production sharing agreements (EPSAs) in relation to certain oil and gas concessions in Oman, Libya, Qatar, Algeria, Indonesia and Thailand. The Group’s interest in these assets is accounted for on a line by line basis and certain further information in relation to these concessions, including the Group’s respective ownership interests, can be found in note 17 to the 2008 Financial Statements.

Investment Properties As at 30 June 2009, the Group’s investment properties were valued at AED 1,083.6 million compared to AED 1,085.1 million at 31 December 2008, AED 344.0 million at 31 December 2007 and AED 30.0 million at 31 December 2006. As at 31 December 2006, the Group recognised a single investment property, the New Fish Market. As at 31 December 2007 and 2008, the Group also recognised the Abu Dhabi Financial Centre land on Sowwah Island as an investment property. The increase in the balance sheet value of the Group’s investment properties as at 31 December 2008 reflected an increase in the fair value of the Abu Dhabi Financial Centre land during 2008 following progress

ICM:9316673.6 57 made on the master planning of the development during the year which enabled the Group to estimate the fair value based on the discounted future cash flow valuation methodology rather than the methodology used in the previous year. See “—Results of Operations—Comparison of 2008, 2007 and 2006—Change in the Fair Value of Investment Properties”.

Other Investments The table below shows certain information in relation to the Group’s other investments as at 30 June 2009 and as at 31 December in each of 2008, 2007 and 2006.

As at 30 June As at 31 December 2009 2008 2007 2006 (Unaudited) (AED million) Investment held to maturity ...... — — 31.0 31.0 FVTPL investments...... 5,354.7 3,977.0 — — Investments available for sale ...... —quoted shares...... 5,115.9 4,377.9 12,256.5 6,136.5 —unquoted shares ...... 3,546.5 3,549.7 5,563.1 535.1 Allowance for impairment ...... — (0.3) (0.3) (0.3) Total...... 14,017.1 11,904.4 17,850.2 6,702.3

The investment held to maturity at 31 December 2007 and 2006 represented certain bonds issued by the Government of Dubai which matured and were repaid in full in 2008. The FVTPL investments principally represent the Group’s investment in GE shares and its contribution to four separate Carlyle funds. The principal available for sale investments comprised in quoted shares in terms of fair value at 30 June 2009 and at 31 December 2008 include the Group’s investments in Aldar, du, AMD, Al Waha Capital PJSC, National Central Cooling Company PJSC (Tabreed) and First Gulf Bank PJSC (First Gulf Bank) which together accounted for more than 99 per cent. of the aggregate fair value of the quoted shares held by the Group at 30 June 2009. The principal investment comprised in unquoted shares at 30 June 2009 and at 31 December 2008 and 2007 is the Group’s investment in The Carlyle Group which, at 30 June 2009, was valued at AED 2,981.0 million (AED 2,981.0 million at 31 December 2008 and AED 4,968.4 million at 31 December 2007). This is in addition to the Group’s FVTPL investments in four quoted Carlyle funds. The Group’s available for sale investments are measured at fair value on each balance sheet date with changes in the fair values being recorded in equity. Once an available for sale investment is sold, the cumulative gain or loss in respect of it recognised in equity is transferred to the income statement. As at 31 December 2008, a five per cent. increase in the price of the Group’s equity holdings (excluding the Derivative Components), assuming all other variables including, in particular, foreign exchange rates remained the same, would have increased the Group’s income statement by AED 198.9 million and would have resulted in an AED 218.9 million increase in its equity. A five per cent. decrease would have reduced its income statement by AED 324.8 million and would have decreased its equity by AED 92.9 million, see note 19 to the 2008 Financial Statements.

Loans The loans which are recorded as assets on the Group’s balance sheet principally comprise the non-Derivative Components of the Mandatory Convertible Securities, which amounted to AED 6,194.8 million as at 30 June 2009.

Derivatives The Group recorded an AED 4,307.0 million liability at 30 June 2009 principally in respect of the Derivative Components but also in respect of certain foreign exchange and interest rate swaps entered into by it. Land Bank The Group has approximately 422 million square feet of land which has been granted to it by the Government. Of this land, the use of approximately 181 million square feet has been identified as follows:

ICM:9316673.6 58 • approximately 2.2 million square feet has been recognised as investment property, see “—Analysis of Certain Balance Sheet Items—Investment Properties” above; • approximately 15 million square feet (being the land at Zayed Sports City and certain plots on Sowwah Island being held for sale) has been recognised as inventory; and • approximately 165 million square feet has been recognised as property, plant and equipment, including approximately 143 million square feet which has been identified for the purpose of construction of a solar power generation plant by Masdar (see “Description of the Group—Masdar—Utilities and Asset Management—Technology Investments”) and the land to be used in the construction of the Paris- Sorbonne and Zayed University campus developments, see “Description of the Group—Business Units— Infrastructure—Paris-Sorbonne University Abu Dhabi” and “Description of the Group— Business Units— Infrastructure—Zayed University”. All of the land recognised as property, plant and equipment and all of the remaining land in the land bank is carried on the consolidated balance sheet at a nominal amount. Save as identified above, no final determination has been made as to the use of the approximately 241 million square feet of land remaining in the land bank. Although the 2008 Financial Statements indicated that approximately 584 million square feet of land had been granted to the Group, this was based on an error in the registration documentation of one property which overstated the area of that property by approximately 162 million square feet.

Borrowings At 30 June 2009, the Group’s borrowings comprised: • a euro denominated term loan, which is classified as a liability held for sale; • certain U.S. dollar denominated term loans; • certain AED denominated term loans; and • a multicurrency revolving loan.

Term and Revolving Loans The table below shows certain information in relation to the Group’s outstanding loans as at 30 June 2009 and as at 31 December in each of 2008, 2007 and 2006.

As at 30 June As at 31 December 2009 2008 2007 2006 (unaudited) (AED million) Euro denominated term loan(1) ...... 2,439.4 2,443.9 2,553.5 2,280.9 U.S. dollar denominated term loans...... 18,918.2 8,575.0 6,178.5 3,585.6 AED denominated term loans ...... 69.4 69.4 65.0 56.3 Multicurrency revolving loan...... 1,548.6 1,554.2 3,496.9 970.1 (2) Total loans ...... 22,975.7 12,642.5 12,293.9 6,892.9 of which, current portion(2)...... 9,463.8 10,224.7 1,877.7 970.1 ______(1) Classified as a liability held for sale. (2) Including one loan classified as a liability held for sale.

The Group’s euro denominated loan was granted by a syndicate of banks in March 2005 and was repaid in September 2009. As at 30 June 2009, the euro equivalent of AED 2,439.4 million was outstanding under this loan. The Group had entered into an interest rate swap in relation to this loan under which the Group effectively fixed the rate which it pays at 5.35 per cent. As at 31 December 2008, the unrealised gain from this swap was AED 16.3 million (compared to a gain of AED 8.9 million as at 31 December 2007). This loan was entered into by a subsidiary of the Company to finance the Group’s acquisition of shares in GMH, the parent company of LeasePlan. In December 2008, the Group exercised its option to sell all of its shares in GMH to its joint venture partner. This sale is expected to be completed in 2010. Following the exercise of the option, the loan was accounted for as a liability held for sale.

ICM:9316673.6 59 The Group’s two principal U.S. dollar loans outstanding at 30 June 2009 comprised: • loans made by Dolphin Energy to DIC to fund DIC’s proportionate share of the upstream activities of the Dolphin Project. These loans were funded by Dolphin Energy through a conventional and an Islamic facility entered into by it with separate syndicates of banks in July 2005 and September 2005, respectively. The aggregate amount of the facilities was U.S.$3.45 billion and the amount owed by DIC to Dolphin Energy under the loans made by Dolphin Energy was AED 4,590.0 million at 30 June 2009. These amounts bear interest at LIBOR plus a margin and were repayable in July 2009. In July 2009, DIC repaid its loans to Dolphin Energy using the proceeds of a new loan in an amount of approximately U.S.$1.3 billion made by Dolphin Energy to DIC. Dolphin Energy financed the new loan through an issue of U.S.$1.25 billion senior secured bonds due 2019 and by borrowing approximately U.S.$1.6 billion in term loans; and • two bank facilities granted to Beta Investment Company LLC, a subsidiary of the Company, in an aggregate amount of U.S.$120.0 million. These facilities, which bear interest at LIBOR plus a margin, were entered into to refinance an earlier loan which was used to fund the purchase of shares in Pearl. The facilities mature in 2010 and 2012, respectively. At 30 June 2009, the outstanding balance under these facilities was equivalent to AED 2,837.7 million. The Group’s revolving loans comprise unsecured drawings under a U.S.$2 billion syndicated multicurrency revolving facility agreement which permits drawings to be made up to April 2010. All drawings bear interest at a rate calculated by reference to LIBOR or EURIBOR, as the case may be, plus a margin. As at 30 June 2009, drawings in euro aggregating approximately AED 1,548.6 million were outstanding under this facility. Since 30 June 2009, the Group has agreed a €1 billion three-year loan facility with Standard Chartered Bank. The full amount of the facility has been drawn. Drawings under the facility will bear interest at EURIBOR plus a margin. Drawings under the facility will be repayable on or before the third anniversary of the date of the facility agreement. In addition, the Company has agreed an AED 734.6 million three-year revolving facility with National Bank of Abu Dhabi PJSC and, through a subsidiary, has entered into a three-year U.S.$700 million guaranteed facility with a syndicate of banks. The principal purpose of the syndicated facility is to finance the acquisition of GE shares and, under the terms of the facility, the borrower may be required to post collateral (in the form of cash or, up to a specified value, GE shares) in certain circumstances. Drawings have been made under the guaranteed facilitiy since 30 June 2009.

Medium Term Notes The Group has established a Global Medium Term Note Programme under which it has outstanding the following three series of unsecured Notes: • U.S.$1,250,000,000 5.75 per cent. Notes due 2014 issued in April 2009; • U.S.$500,000,000 7.625 per cent. Notes due 2019 issued in April 2009; and • U.S.$100,000,000 3.35 per cent. Notes due 2010 issued in June 2009. As at 30 June 2009, the carrying amount of these issues was AED 6,738.4 million.

Maturity Profile of the Group’s Borrowings Approximately 80 per cent. of the Group’s total loans at 31 December 2008 were scheduled to mature during 2009. Approximately 12 per cent. of the Group’s total loans at 31 December 2008 were in the form of a revolving loan which management did not, at 31 December 2008, intend to repay prior to 2010 and which was therefore classified as long-term debt. The remaining eight per cent. of the Group’s total loans at 31 December 2008 were scheduled to mature at various dates extending to 2022.

ICM:9316673.6 60 As at 30 June, 2009, the maturity profile of the Group's borrowing changed significantly. Of the Group's AED 22,975.6 million borrowings outstanding at that date, 41.2 per cent. was scheduled to mature within 12 months. The table below summarises the maturity profile of the Group's borrowings at 30 June 2009.

As at 30 June 2009 (unaudited) (AED million) (per cent.) Repayable within 12 months...... 9,463.8 41.2 Repayable between 1 and 5 years...... 8,516.1 37.1 Repayable after 5 years...... 4,995.7 31.7 Total...... 22,975.6 100.0

Total Equity The Group’s total equity at 30 June 2009 was AED 42,738.0 million compared to AED 31,325.3 million at 31 December 2008, AED 25,753.4 million at 31 December 2007 and AED 10,352.8 million at 31 December 2006. The increases in 2009 and in 2008 principally reflect non-repayable loans made by the Government, in each case offset by the Group’s negative reserves and surplus, reflecting the substantial loss recognised in 2008. The increase in 2007 principally reflects the issue of new shares to the Government, non-repayable loans made by the Government and increases in retained earnings. The table below shows the Group’s total equity as at 30 June 2009 and as at 31 December in each of 2008, 2007 and 2006.

As at 30 June As at 31 December 2009 2008 2007 2006 (Unaudited) (AED million) Share capital...... 5,514.6 5,514.6 5,514.6 2,478.7 Application for share capital ...... — — — 1,035.9 Reserves and surplus ...... (5,423.1) (8,098.7) 11,379.8 6,470.8 Additional shareholder contributions...... 42,104.8 33,353.6 7,790.8 — Government grants ...... 367.4 367.4 367.4 367.4 Total equity attributable to the equity holder of the 42,563.6 31,136.8 25,052.5 10,352.8 Company...... Minority interest...... 174.4 188.5 700.9 — Total equity...... 42,738.0 31,325.3 25,753.4 10,352.8

As at 30 June 2009, the Group’s share capital comprised 5,514,579 authorised, issued and fully paid shares of AED 1,000 each. The line item “Application for share capital” represents amounts received from the shareholder against which shares were issued in the following period. Reserves and surplus comprises the Group’s retained earnings, a statutory reserve to which the Company is required to contribute 10 per cent. of its net profit until the reserve equals 50 per cent. of the Company’s paid up share capital and certain other non-distributable reserves identified in the Group’s statement of changes in equity in the Financial Statements. Additional shareholder contributions principally represents subordinated interest-free non-repayable loans made by the Government for the purpose of funding certain investments, although in 2008 contributed assets also included AED 3.6 billion in Mandatory Convertible Securities issued by Aldar and contributed by the Government to the Company. The loans have no maturity and rank, on a dissolution of the Company, pari passu with its issued share capital. It is administratively simpler for the Government to make these loans than it is for the Government to subscribe new shares in the Company. As at 30 June 2009, the aggregate amount contributed to the capital of the Company by its shareholder in the form of share capital and contributed assets was AED 48.0 billion.

ICM:9316673.6 61 CAPITAL AND INVESTMENT EXPENDITURE AND FINANCING PLAN Many of the Group’s business units have ambitious expansion plans which, if realised, will require significant capital and investment expenditure. In addition, both the Masdar Project and the GE joint venture may potentially require significant capital and investment expenditure in future years. Based on its five year business plan, the Group currently expects its capital and investment expenditures from the start of 2009 to the end of 2013 to be in excess of AED 187 billion, of which AED 51.8 billion was budgeted for 2009, although the Group anticipates that not all of this amount will be spent during 2009. Of the Group’s planned capital and investment expenditure over the five year period, approximately 40 per cent. is budgeted for its joint venture with GE, approximately 19 per cent. is budgeted for its Masdar Project, approximately 12 per cent. is budgeted for certain real estate developments to be undertaken by it and approximately 11 per cent. is budgeted to be spent on oil and gas projects. No assurance can be given as to the actual amounts of capital and investment expenditure that may be incurred in these periods. In addition, the fact that a project or investment which a business unit wishes to implement has been included in the five year plan does not imply that the project or investment has been approved by the Investment Committee or the Board and therefore there is no certainty that any or all of such unapproved projects or investments will be approved at any time. Further, additional projects are likely to be initiated and approved in the course of the next five years and some of them may require significant capital and investment expenditure. Even in relation to capital and investment expenditure included in the 2009 budget, some expenditure may be deferred and new projects may be approved during the year. See generally “Description of the Group—Planning and Investment Process”. The table below summarises the Group’s committed capital and investment expenditure as at 31 December 2008 by reporting segment. The Group’s committed capital and investment expenditure reflects amounts which it is legally committed to expend in future years, although the majority of the expenditure is expected to be incurred in the year ending 31 December 2009.

As at 31 December 2008 (AED million) Energy & Industry...... 6,156.7 Real Estate & Hospitality...... 8,452.3 Infrastructure & Services ...... 5,378.5 Aerospace & Technology...... 5,971.4 Healthcare...... 8.4 Corporate/Acquisitions...... 1,409.9 New Energy Technologies ...... 2,304.2 Total...... 29,681.4

The committed capital and investment expenditure identified in the table above principally relates to: • Energy & Industry reporting segment: refinancing of the Dolphin Project and construction of a greenfield aluminium smelter by EMAL; • Real Estate & Hospitality reporting segment: construction being undertaken on the Abu Dhabi Financial Centre development in Sowwah Square and by Mubadala CapitaLand Real Estate LLC (Capitala) on its projects (see “Description of the Group—Business Units—Real Estate & Hospitality—Principal Real Estate Projects”); • Infrastructure & Services reporting segment: the Group’s ongoing public-private partnership projects (see “Description of the Group—Business Units—Infrastructure”); • Aerospace & Technology reporting segment: the construction of satellites by Yahsat; • Corporate/Acquisitions reporting segment: investments in Carlyle funds; and • New Energy Technologies reporting segment: development by Masdar of the new Masdar City (see “Description of the Group—Masdar—Property Development—Masdar City”). The Group expects to fund its future capital and investment expenditure requirements principally through a combination of Government funding and borrowings (both at the Company and the operating company level) and, to a lesser extent, cash flow from operations. The Government has approved capital contributions to the Company of up to

ICM:9316673.6 62 AED 21 billion in 2009, of which AED 8.8 billion had been received by the Company as at 30 June 2009. Notes issued under the Programme are expected to be a significant contributor to the Group’s ongoing financing requirements.

CASH FLOW The table below summarises the Group’s cash flow from operating activities, investing activities and financing activities for the six month period ended 30 June 2009 and for each of 2008, 2007 and 2006.

As at 30 June As at 31 December 2009 2008 2007 2006 (unaudited) (AED million) Net cash from (used in) operating activities...... (255.6) 194.2 (840.9) (135.5) Net cash used in investing activities ...... (5,263.6) (19,410.0) (13,486.6) (3,186.6) Net cash from financing activities ...... 16,367.0 21,740.0 15,473.7 3,365.9 Exchange fluctuation on consolidation of foreign entities ...... 119.5 (594.8) (284.2) 54.1 Cash and cash equivalents at period end...... 13,986.7 3,019.3 1,090.0 228.0 Net cash used in operating activities the six month period ended 30 June 2009 was AED 255.6 million. Net cash flow from operating activities in 2008 was AED 194.2 million compared to net cash flow used in operating activities of AED 840.9 million in 2007 and AED 135.5 million in 2006. Most of the Group’s indebtedness has also been incurred by the Company’s subsidiaries and joint ventures. Such indebtedness, in many cases, contains covenants which prevent or restrict distributions to the Company until such time as the relevant indebtedness has been repaid. As a result, the availability of Group operating cash flow to the Company may be limited. Net cash used in investing activities for the six month period ended 30 June 2009 was AED 5,263.6 million. Net cash used in investing activities for 2008 was AED 19,410.0 million compared to AED 13,486.6 million in 2007 and AED 3,186.6 million in 2006. In the six months ended 30 June 2009, the principal investments made were AED 3,945.2 million in capital work in progress (of which the significant components were construction work in relation to Abu Dhabi Financial Centre and Masdar City and satellite construction by Yahsat) and AED 1,217.2 million in the acquisition shares in GE and AMD. In 2008, the principal investments made were in the acquisition of GE shares and certain other FVTPL investments as well as contributions to four Carlyle funds (AED 6,191.4 million); the acquisition of the Mandatory Convertible Securities (approximately AED 3 billion); and in oil and gas assets (AED 847.5 million). In addition, the Group invested AED 4,988.8 million in capital work in progress principally relating to construction of the Abu Dhabi Financial Centre and Masdar City as well as satellite construction by Yahsat; AED 2,886.0 million in the acquisition of Pearl; and AED 2,024.9 billion in equity accounted investees. In 2007, the principal investments made were in available for sale securities (AED 8,459.3 million) including in particular the Group’s acquisition of shares in Carlyle and AMD. In addition, the Group invested AED 1,671.3 million in capital work in progress; AED 1,521.8 million in unquoted convertible securities issued by Related Mezz; and AED 1,470.7 million in a Nigerian telecommunications licence. In 2006, the principal investments made were in capital work in progress (AED 1,928.4 million) and the acquisition of interests in SR Technics and Piaggio Aero (AED 1,903.2 million). In both 2007 and 2006, the capital work in progress principally related to the Dolphin Project. Net cash from financing activities in the six month period ended 30 June 2009 was AED 16,367.0 million. Net cash from financing activities in 2008 was AED 21,740.0 million compared to AED 15,473.7 million in 2007 and AED 3,365.9 million in 2006. The increase in each period principally reflected new borrowings and equity contributions (including in the form of subordinated non-repayable loans) from the Government, see “Analysis of Certain Balance Sheet Items—Total Equity” above.

COMMITMENTS AND CONTINGENT LIABILITIES As at 30 June 2009, the Group had outstanding commitments totalling AED 29,311.9 million, of which the amount attributable to the Group’s share of the commitments of its joint ventures was AED 6,694.9 million. As at 30 June 2009, the Group’s contingent liabilities amounted to AED 7,628.4 million, of which the amount attributable to the Group’s share of the contingent liabilities of its joint ventures was AED 3,030.3 million. Further information on the Group’s commitments and contingent liabilities is set out in note 16 to the 2009 Interim Financial Statements.

ICM:9316673.6 63 RELATED PARTY TRANSACTIONS The Group’s principal related party transactions are with its shareholder, its subsidiaries, its joint ventures and associates and its directors and executive management and entities controlled by any of them. These transactions include interest free and interest bearing loans made to related parties which aggregated AED 201.1 million at 30 June 2009 and AED 308.9 million at 31 December 2008 and contributed assets from the shareholder, see “—Analysis of Certain Balance Sheet Items—Total Equity” and “Relationship with the Government”.

DISCLOSURES ABOUT RISK The principal risks to which the Group is exposed are market risk, currency risk and interest rate risk. The Group takes steps to mitigate certain of these risks as described below, but no assurance can be given that such risks will always be mitigated. Hedging transactions are primarily used for the purposes of efficient portfolio management.

Equity Price Risk The Group’s exposure to equity price risk principally consists of the risk of the value of certain of its investments being affected by changes in their quoted prices or the quoted prices of securities into which they are convertible. In particular, in the three years under review, the Group’s result from operating activities has been affected by unrealised gains and losses made on the fair valuation of the Derivative Components and by impairment losses recorded against available for sale investments held by it. The Group also has investments in certain unquoted securities and, in 2008, its result from operating activities was affected by impairment losses on such securities. In addition, the Group may realise losses on its equity securities should it decide to sell them at a price below their book value.

Currency Risk The Group’s principal currency exposure is to the effect of movements in the euro-dirham exchange rates on certain of its investments and borrowings. Note 37(c) to the 2008 Financial Statements analyses the exposure of the Group’s financial instruments to the euro as at 31 December 2008 and shows a net exposure of €51.1 million based on a closing rate of €1 = AED 5.1806 and an average rate of €1 = AED 5.4057. A 10 per cent. strengthening of the dirham against the euro at 31 December 2008 would have decreased equity by AED 56.4 million and increased the income statement by AED 30.0 million assuming that all other variables, in particular interest rates, remained constant. A 10 per cent. weakening of the dirham against the euro at the same date would have had an equal but opposite effect assuming that all other variables, in particular interest rates, remained constant. In addition, reflecting the fact that the exchange rate of the dirham has been pegged to the U.S. dollar at a fixed rate of AED 3.6725 = U.S.$1.00 since 22 November 1980, the Group is exposed to any change in this arrangement reflecting the fact that a substantial part of its revenues and expenditure are in U.S. dollars and a substantial part of its indebtedness is U.S. dollar denominated.

Interest Rate Risk As at 31 December 2008, almost all of the Group’s interest bearing financial liabilities were variable rate instruments. Certain of these liabilities are unhedged. Accordingly, an increase of one per cent. in interest rates at 31 December 2008 would, assuming all other variables including, in particular, foreign exchange rates remained constant, have decreased the income statement by AED 123.2 million through its effect on the Group’s variable rate financial instruments. A decrease of one per cent. in interest rates at the same date would have had an equal but opposite effect assuming all other variables including, in particular, foreign exchange rates remained constant. Changes in interest rates can affect the Group’s net income by increasing the cost of its floating rate borrowings. Changes in the level of interest rates can also affect, among other things: (i) the cost and availability of debt financing and the Group’s ability to achieve attractive rates of return on its investments; (ii) the debt financing capability of the investments and businesses in which the Group is invested; and (iii) the rate of return on the Group’s uninvested cash balances.

Liquidity Risk The Group is subject to liquidity risk to the extent that its current assets and available sources of funds may not be sufficient to meet its current liabilities. Liquidity risk may be heightened in an organisation, such as the Group, that is experiencing substantial growth and has corresponding financing needs. It is also higher in the current environment where bank lending is more constrained than it has been in prior periods.

ICM:9316673.6 64 The Group’s principal sources of liquidity consist of capital contributions from the Government, bank credit facilities, operating cash flow and capital market issuances. For further information regarding the Group’s liquidity risk, see note 37(b) to the 2008 Financial Statements."

ICM:9316673.6 65 DESCRIPTION OF THE GROUP

The following section shall be deemed to replace the section entitled "Description of the Group".

"DESCRIPTION OF THE GROUP

OVERVIEW The Company was formed in 2002 by the Government, its sole shareholder, as the business development and investment company mandated to act as a primary catalyst in the implementation of Abu Dhabi’s development strategy. The Group’s mandate is to implement the development strategy in a commercial and profitable manner. It does this by forming new companies or by acquiring shareholdings in existing companies both in the UAE and abroad, and by generating sustainable economic benefits for Abu Dhabi through partnerships with local, regional and international companies. For further information about the development strategy, see “Relationship with the Government”. The Company was formed by Emiri Decree and any change to the Government’s 100 per cent. ownership of the Company would require a further Emiri Decree. In addition, the Government has substantial representation in the Group’s management, with five members of the Executive Council sitting on the Board of Directors, the most prominent being the Chairman, H.H. Sheikh Mohamed bin Zayed Al Nahyan, the Crown Prince of Abu Dhabi. The Group’s development mandate has been supported by significant capital contributions from the Government. As at 31 December 2008, the Government’s cumulative capital contributions into the Company since its establishment totalled AED 39.2 billion and capital contributions of up to AED 21 billion are currently budgeted for 2009, of which approximately AED 8.8 billion had been received by the Company at 30 June 2009. The Group operates through eight business units: Oil & Gas; Energy & Industry; Real Estate & Hospitality; Infrastructure; Services; Aerospace; Information, Communications & Technology; and Healthcare. The business units are supported by the Company’s Acquisitions unit and the Finance & Corporate Affairs unit. While most of the Group’s operations are conducted through its subsidiaries and joint ventures, it also has significant investments in a number of minority investments intended to support its development mandate. Certain of the Group’s projects do not fall within a single business unit; the two most notable are the Masdar Project and its global commercial finance joint venture with GE. See further “—Masdar” and “—Agreements with GE”. The Group is at a relatively early stage in its development and is investing substantially in a number of new projects. As a result, it is currently experiencing strong growth, and its capital and investment expenditures are comparatively high in relation to its revenues and operating income. For the year ended 31 December 2008, the Group’s net cash used in investing activities was AED 19.4 billion compared to revenues from the sale of goods and services of AED 6,661.1 million. The Group’s principal revenue generating activities are the sale of hydrocarbons through its proportional share in the upstream activities of the Dolphin Project (see further “—Business Units—Oil & Gas—The Dolphin Project”) and through Pearl (see further “—Business Units—Oil & Gas—Pearl”), the provision of aircraft maintenance and repair services through SR Technics (see further “—Business Units—Aerospace—SR Technics”) and a series of PPP projects which generate significant contract revenues (see further “—Business Units—Infrastructure”). The Group’s capital and investment expenditures include investments in subsidiaries, joint ventures, associates and other investments, acquisitions of property, plant and equipment, intangible assets and other assets and refinancing outstanding indebtedness. The Group expects that it will continue to incur significant capital and investment expenditures in future years. A substantial portion of its anticipated capital and investment expenditure over the 2009 to 2013 period is expected to relate to its joint venture with GE, its Masdar Project, certain real estate developments to be undertaken by it and investments in oil and gas projects. The Group’s budgeted capital and investment expenditure for 2009 was AED 51.8 billion, although the Group anticipates that not all of this amount will be spent during 2009. As at 31 December 2008, the Group's committed capital and investment expenditure was AED 29.7 billion, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Group—Capital and Investment Expenditure and Financing Plan”. The Company has been assigned ratings of Aa2 by Moody’s Investors Service, AA by Standard & Poor’s and AA by Fitch, each with a stable outlook. These are the same ratings given to the Abu Dhabi sovereign and reflect the Group’s strong relationship both operationally and strategically with the Government.

ICM:9316673.6 66 HISTORY The Company was established in October 2002 as a public joint stock company pursuant to Emiri Decree No. 12 of 2002 (Decree No. 12) issued by the Ruler of Abu Dhabi. The Company evolved out of the UAE Offsets Programme Bureau which commenced in 1992. The UAE Offsets Programme Bureau required entities contracting with the Government to contribute economic activity to the local economy. In particular, the UAE Offsets Programme Bureau was initially focused on modernising the UAE armed forces and defence contractors were required to offset a part of the value of their contracts by investing in the UAE, typically in joint ventures with UAE entities. In 2002, the Government decided to establish the Company as a dedicated investment and development company to hold certain defence and non- defence related investments. Accordingly, following its establishment, certain projects being carried on under the auspices of the UAE Offsets Programme Bureau were transferred to the Group. In addition, a number of UAE Offsets Programme Bureau personnel became officers and employees of the Company when it was incorporated. Following these initial transfers, the Company commenced its own programme of investment, development and acquisitions and has no current involvement with the UAE Offsets Programme Bureau, which continues to operate independently of the Group.

STRATEGY Development Mandate The Group’s mandate from the Government is to implement the Government’s development strategy in a commercial and profitable manner by forming new companies or acquiring shareholdings in existing companies in the UAE and/or abroad and focusing on generating sustainable economic benefits for Abu Dhabi through partnerships with local, regional and international investors as a key part of the implementation of the development strategy. See “Relationship with the Government”. In undertaking its mandate, the Group focuses on three of the four priority areas set out in the Policy Agenda: • development and diversification of the Abu Dhabi economy; • development of social and human resources, in particular healthcare and education; and • development of infrastructure and the environment.

Investment Strategy The Group’s investment strategy reflects the mandate it has received from the Government. Accordingly, any potential investment is required to demonstrate primarily a financial return for the Group and secondarily a relationship to the Government’s development strategy. The financial return of a particular proposed investment can be measured using a variety of methods. The principal measures used by the Group include a potential investment’s internal rate of return (the annualised effective compounded return rate earned on the investment) and its return on capital employed (the return generated from invested capital). Generally, investments made by the Group, even if located outside Abu Dhabi, are required to benefit the economic and social fabric of Abu Dhabi and its nationals. Examples of these benefits include job creation; the development of management talent; the transfer of knowledge including, for example, in relation to new technology and processes; economic diversification, for example through the fostering of businesses which bring a new element to the economy or which enable other businesses to grow; and establishing relationships that will facilitate future development, for example through minority investments in leading companies in a targeted industry.

PLANNING AND INVESTMENT PROCESS The Group’s investments range from acquisitions of companies and the formation of joint ventures (including significant infrastructure projects) to minority financial investments. Minority financial investments typically comprise relatively small shareholdings in businesses active within or across sectors which the Company believes will provide future benefits to Abu Dhabi or which facilitate a broader agenda to promote Abu Dhabi. An example of a minority financial investment intended to promote Abu Dhabi more internationally is the 5.0 per cent. investment made by the Company in Ferrari S.p.A. in July 2005 which, in addition to being a financial investment, has helped enhance the Mubadala brand recognition through sponsorship of the Scuderia Ferrari Formula One team and has brought further benefits to Abu Dhabi in line with the development strategy, such as encouraging high-end tourism through the hosting of the inaugural Abu Dhabi Grand Prix in November 2009. See “—Other Investments”. Examples of infrastructure

ICM:9316673.6 67 projects where the Group’s involvement is extensive include the Dolphin Project, the Masdar Project and the UAE University campus development project which is described further under “—Business Units—Infrastructure—UAE University Campus Development”.

Investment Process The broad framework of the Group’s planning and investment process is set out in a rolling five year business plan and refined in the annual budget which is prepared in the first quarter of each year and then reviewed on a quarterly basis thereafter. The overall annual budget comprises separate revenue, operating and capital budgets for each business unit, subsidiary and jointly controlled entity, all of which are prepared by the Company’s Chief Financial Officer (the CFO) and reviewed by the Company’s Chief Executive Officer (the CEO) and then recommended by them to the Board for approval. The annual budget includes estimates of the total cost of proposed investments, commitments, expenditures and financing requirements of the Group for the relevant year. Once the annual budget has been approved, this is considered as authorisation to invest, commit or spend the Company’s funds in accordance with authorities delegated by the Board. Historically, the Group’s funding requirements have been met by a combination of equity contributions and non- repayable subordinated loans (which the Company views as the equivalent of equity contributions and accounts for them as such) from the Government and debt financing from third parties. In general, the Group seeks to leverage any equity contributions in order to enhance its investment returns. To the extent that third- party debt funding is not available on acceptable terms, the Group will re-evaluate the viability of a project and may, amongst other things, either defer execution and completion of the project, modify its scope, obtain equity funding or other alternative funding arrangements or in certain circumstances provide temporary bridge financing itself. In early 2008, the Company formalised the Investment Committee, which typically meets on a weekly basis, comprising the CEO, the CFO, the Chief Operating Officer (the COO) and the General Counsel, together with a dedicated corporate secretary. See “Management and Employees—Corporate Governance—Committees— Investment Committee”. The Investment Committee’s mandate is to develop the overall investment policies of the Group for approval by the Board, to establish investment guidelines in furtherance of those policies applicable to the Group as a whole and to review proposed new investments and projects in order to ensure that the Group’s funds are invested in accordance with its approved policies and procedures and in conformity with the Group’s strategy and business plan. Among other responsibilities and duties, the Investment Committee: • reviews and challenges the annual plans and budgets submitted by each business unit, subsidiary and jointly controlled entity, which are then refined in light of the Investment Committee’s feedback until the final plans and budgets are approved by the Investment Committee; • monitors, evaluates and makes recommendations to the Board with respect to existing and potential new investments and projects; and • approves investments of each of the business units, subsidiaries and jointly controlled entities where the amounts are equal to or less than U.S.$300 million. In the case of investments of U.S.$300 million or more, the Investment Committee endorses the investment for approval by the Board. The financial return required by the Investment Committee in considering an investment depends on a number of factors, including the amount of capital employed, its industry sector and the level of risk associated with the investment. Investment proposals considered by the Group may be originated internally through its business units or proposed to the Group by third parties (for example from the Government or joint venture partners) for consideration. Where appropriate, ideas proposed may be restructured in order to fit the Company’s overall mandate and investment criteria. For example, in the case of the Group’s investment in the UAE University, the Group revised the scope and scale of the project to enhance its economic viability and expected rate of return. Once a proposed project has been accepted for consideration, there are six phases through which it passes in the course of its lifecycle. These phases are: • Screening—Each project is proposed by the relevant business unit and evaluated by the Portfolio Management and Strategic Planning Unit (the SPU), a specialist team within the Company’s Finance & Corporate Affairs unit, against the Group’s financial and non-financial investment criteria described above. The time taken to complete the screening process varies depending on the complexity of the proposed project and the degree of structuring required to be undertaken. At the end of the screening phase, the potential strategic and financial contribution of a project is identified, together with an assessment of

ICM:9316673.6 68 potential risks and a budget for the feasibility study. Once approved by the SPU, the project progresses to the feasibility stage. • Feasibility—At the feasibility stage, the Group defines the critical elements for the project, including the necessary internal and external resources required to complete the project, and develops an initial business case for the project. This is followed by a detailed feasibility study (for joint venture and greenfield projects) and the preparation of a five-year business plan, including forecast internal rate of return and total capital expenditure requirements. In addition, the roles of any third party partners are defined at this stage and key principles are agreed in term sheets or non-binding letters of intent. The Company’s Acquisitions unit is typically involved at this stage to support the analysis and evaluate the business case, feasibility study and business plan. • Commercial Development—Once the feasibility stage is complete, the project proceeds to the commercial development phase, in which the deal structure, business plan and financing plan, is finalised prior to the taking of a final investment decision. In the commercial development phase, agreements are negotiated with key partners, including other shareholders in the project, key technology and other providers and financial institutions. The Company’s Acquisitions unit provides support services, including due diligence reviews, document negotiation and preparation for implementation. External consultants are engaged at this stage as necessary. • Implementation—In the implementation phase, final investment approval is given by the Investment Committee or the Board, depending on the amount of funding required, and the project commences. A project company is established (if necessary), an executive team is appointed and final contracts are signed with third parties. In the case of a greenfield project, construction also takes place during the implementation stage. • Operation—Following implementation, the project begins to operate as an independent entity and generate revenue. At this stage, the Group monitors the project’s financial performance against the business model for that project to ensure that expectations are being met. The business plan for that project is updated on an annual basis, and key financial and non-financial metrics are updated quarterly. • Exit—While monitoring the performance of a project, the Group may consider whether or not to exit the project and, if so, the exit options and timing. Exit proposals require approval by the Investment Committee or, if the size of the investment exceeds U.S.$300 million, by the Board. Potential projects are screened at each stage. Approval at the screening stage is given by the SPU, although Investment Committee approval is required if the expected cost of the feasibility study exceeds the approval limits of the business unit responsible for the project. In the feasibility stage, a formal presentation is made to the Investment Committee, which decides whether the project should progress further. Further Investment Committee approval is required at the commercial development stage. The implementation phase is the point at which the Group commits to the project and this requires a final approval from the Investment Committee or the Board, depending on the amount of funding required. The table below illustrates the approvals required for the Group’s investments by reference to the size of the investment:

Investment Size Approval Required Below U.S.$300 million ...... Investment Committee U.S.$300 million and above...... Board In addition, the approval of the Investment Committee is required for all investments, regardless of size, that have not been included in the current budget and in certain other circumstances, such as investments in new countries, businesses, sectors or with new partners. Once the Group has invested in a project, the degree of the Group’s ongoing involvement will vary significantly depending on the nature of the project concerned. In all cases, the progress of the project is monitored by the responsible business unit which may report to the Investment Committee where necessary if, for example, the approved parameters change materially, further investment becomes necessary or an exit is considered. In the case of projects undertaken by joint ventures, the Group generally requires its approval as a shareholder or joint venture partner to be obtained for all matters where it would have required Investment Committee or Board approval had the project been undertaken solely by it.

ICM:9316673.6 69 FUNDING PRINCIPLES The investment objectives of the Group do not require or prohibit the use of leverage or impose limits on the amount of indebtedness that may be incurred in connection with any project or investment. The Group generally employs a flexible funding strategy which depends on, among other things, the project or investment being financed, the state of the financing markets and the execution timing of other transactions being undertaken by the Group. The Group requires funding at two levels. First, funds are raised by the Company itself which are then used to finance the acquisition of new investments and to provide funds to its subsidiaries and joint ventures either in the form of equity contributions or debt. The sources of financing available to the Company to date have been equity contributions (including non-repayable subordinated loans) from the Government and external bank financing. See also “Relationship with the Government” and “—Planning and Investment Process” above. The Company maintains an ongoing dialogue with the Government regarding its present and future equity funding needs and the Government commits to provide equity funding to the Company in connection with each year’s budget. Second, funds are raised at an individual Group entity level to finance the entity’s development and operation. At this level, the sources of funds have been equity and debt contributions from the Company (and, where relevant, its joint venture partners) and third party project-specific financing. The use of leverage in relation to a particular project or investment is considered at various stages of the investment process, on a case-by-case basis, based upon the projected returns to investors, the cash flow profile of the project or investment concerned, the availability of financing on attractive terms and other factors which the Group may consider appropriate. Where possible, the Group seeks to ensure that project-specific financing is advanced on a non-recourse basis. The Company’s general policy is not to provide guarantees of project-specific funding, although it has done so in limited circumstances. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Group—Analysis of Certain Balance Sheet Items—Borrowings”. The Company has not paid any dividends to its shareholder to date and no dividend policy has been set for the future.

BUSINESS UNITS Introduction The Group currently has eight dedicated industry specific business units: Oil & Gas; Energy & Industry; Real Estate & Hospitality; Infrastructure; Services; Aerospace; Information, Communication & Technology; and Healthcare. Reflecting the evolving nature of the Group’s operations, a number of these units (for example, Oil & Gas and Energy & Industry) have only recently become separate business units.

ICM:9316673.6 70 The diagram below shows the Group’s business units and their respective investment strategies; see “Relationship with the Government—Abu Dhabi’s Development Strategy”.

Focused on diversification in the oil and gas sector; in particular Oil & Gas hydrocarbon exploration and production, and creation of a globally competitive oil and gas exploration and production company

Focused on economic development through the development Energy & Industry of energy-linked infrastructure (including public utilities) and sustainable industry

Focused on residential, commercial and retail real estate Real Estate & Hospitality developments and luxury hotels and resorts, both in Abu Dhabi and internationally

Focused on economic development through developing, owning Infrastructure and operating concession based infrastructure and educational, health and other facilities

Acquisitions Focused on human resource and economic development Services by establishing businesses in services-based sectors, such as leasing and financial services, maritime transportation

services, defence services and logistics services Finance & Corporate Affairs

Focused on creating an aviation and aerospace industry in Aerospace Abu Dhabi and bringing aerospace technology, skills and facilities to Abu Dhabi

Information, Focused on human resource and economic development by Communications & establishing local information, communications and Technology technology clusters

Healthcare Focused on creating a world-class, competitive, vertically integrated network of healthcare infrastructure

Each of the business units is supported by the Company’s Acquisitions unit, which provides cross-industry expertise and consistency of approach to the other business units. The business units receive further support from the Company’s Finance & Corporate Affairs unit, which comprises the following teams: legal; project and corporate finance; treasury; tax; finance; human resources and administration; communications; management information systems; and the SPU.

Oil & Gas Following the Company’s acquisition of all of the share capital of Pearl in mid-2008, the Company decided to separate its oil and gas assets from the Energy & Industry business unit to create a dedicated Oil & Gas business unit to focus on the Group’s hydrocarbon exploration and production business centred on the Dolphin Project, Pearl, the Mukhaizna oil and gas joint venture in Oman and its other exploration concessions in Oman, Libya and Algeria. The Oil & Gas business unit aims to leverage its technical, commercial and inter-governmental relationships to expand its regional activities and establish the Group as a globally competitive oil and gas exploration and production entity. The business unit’s activities currently include operations in Qatar, Bahrain, Kazakhstan, Oman, Libya, Algeria, Thailand, Vietnam, Indonesia and the Philippines. For the six months ended 30 June 2009 the Oil & Gas reporting segment (which corresponds to the Oil & Gas business unit) generated segment operating income of AED 2,467.2 million and recorded a segment profit of AED 1,018.4 million. As at 30 June 2009, the Oil & Gas reporting segment had total assets of AED 13,137.4 million, equal to approximately 16.6 per cent. of the Group’s total assets.

ICM:9316673.6 71 The table below shows certain information regarding the principal businesses within the Oil & Gas business unit as at 30 June 2009:

Percentage Name Description Ownership Accounting Treatment Dolphin Project(1) ...... Natural gas production 51.0 Proportionate consolidation Dolphin Energy(2) ...... Natural gas transportation and 51.0 Equity method distribution Pearl...... Oil and gas exploration, development 100.0 Full consolidation and production Mukhaizna Block 53...... Oil production 15.0 Proportionate consolidation ______(1) Represents the Group’s interest in the jointly-controlled upstream assets in the Dolphin Project. (2) Represents the Group’s interest in Dolphin Energy, which owns and operates the midstream assets in the Dolphin Project. The Oil & Gas business unit holds a mix of producing assets, exploration assets and other related assets. The principal investments held by the Oil & Gas business unit include a 51.0 per cent. interest in the Dolphin Project, including the shareholding in Dolphin Energy, a 100.0 per cent. interest in Pearl and a 15.0 per cent. interest in an oil and gas joint venture in the Mukhaizna Block 53 field in Oman. Set forth below is a description of the Group’s principal oil and gas investments.

The Dolphin Project The Dolphin Project is the first cross-border natural gas project in the Middle East and has both upstream and midstream elements. The upstream portion of the Dolphin Project consists of the production of gas from fields in Qatar’s offshore North Field and its processing for sale. Profits earned from the operation of the fields are divided among the project partners as follows: 51 per cent. to the Company (through its wholly-owned subsidiary DIC) and 24.5 per cent. to subsidiaries of each of Total S.A. of France and Occidental Petroleum Corporation of the United States (Occidental Petroleum). The fields have proven reserves substantially in excess of the approximately 18.25 trillion standard cubic feet (SCF) permitted to be extracted under the 25-year production sharing agreement, which expires in 2032 (with a renewal option for a further five-year period, subject to satisfaction of certain terms and conditions to be agreed upon by the parties at the time). Once the gas is extracted from the fields, it is then transported by two 36-inch sealine pipelines to a gas processing plant in Ras Laffan in Qatar, the largest gas processing plant in the Middle East, for processing. Under the terms of the development and production sharing agreement governing the upstream portion of the Dolphin Project, the dry gas produced by the plant is sold to Dolphin Energy pursuant to a 25-year escalating fixed price contract, the ethane produced by the plant (approximately 3,800 tonnes per day) is sold to Qatar Petroleum under a 25-year escalating fixed price contract and the remaining production from the plant (approximately 3,750 tonnes per day of the liquefied petroleum gases propane and butane, more than 100,000 barrels per day of condensate (an ultra- light form of oil) and approximately 700 tonnes per day of sulphur) is sold to Tasweeq, the marketing entity of the State of Qatar responsible for marketing regulated products produced at Ras Laffan for on-sale into the international marketplace in accordance with Qatari statutory requirements. The midstream portion of the Dolphin Project is managed and operated by Dolphin Energy (a joint venture company which is also owned 51.0 per cent. by the Company (through DIC) and 24.5 per cent. by each of Total S.A. and Occidental Petroleum) and involves the transportation of the dry gas produced to Abu Dhabi through a 364- kilometre 48-inch subsea pipeline constructed by Dolphin Energy and which has a maximum design capacity of approximately 3.2 billion SCF per day (although the maximum capacity that Dolphin Energy is currently permitted to use is 2.2 billion SCF per day). The gas processing plant at Ras Laffan includes four parallel gas treatment lines, a sulphur recovery unit and two parallel condensate stabilisation lines. Once the dry gas reaches the Taweelah receiving facilities in Abu Dhabi, it is then distributed by Dolphin Energy to its customers in Abu Dhabi, Dubai, the Northern Emirates and Oman through a gas distribution network (portions of which are leased from ADNOC). In addition to its existing gas distribution facilities, Dolphin Energy is also constructing a gas pipeline from Taweelah to the Emirate of Fujairah in order to give flexibility to increase the gas volume delivered to the Fujairah region. The main customers for the dry gas are the Abu Dhabi Water and Electricity Company (ADWEC), the Dubai Supply Authority (DUSUP) and the Oman Oil Company (OOC). Among them, ADWEC, DUSUP and OOC have 25- year fixed price contracts in place with Dolphin Energy for the supply of approximately 1,859 million SCF of gas per day in aggregate. The remaining gas (approximately 130 million SCF per day) is sold at market-related prices to UAE utilities (including DUSUP) pursuant to short-term interruptible gas supply agreements.

ICM:9316673.6 72 The first gas shipments were transported through the pipeline in July 2007 with full permitted capacity being reached in early 2008. The total cost of the project is expected to be approximately U.S.$6.2 billion. The project was initially financed through cash calls from the sponsors and a guaranteed conventional bank facility of U.S.$1,360 million, which was closed in July 2004. In 2005, the bank facility was refinanced through a combination of a guaranteed conventional bank facility of U.S.$2,450 million and a guaranteed Islamic finance facility of U.S.$1,000 million, which were closed in July 2005 and September 2005, respectively. In addition, the sponsors provided equity of U.S.$1,980 million in June 2008. In July 2009 the project was further refinanced by Dolphin Energy through an issue of U.S.$1.25 billion senior secured bonds due 2019 and by borrowing approximately U.S.$1.6 billion in term loans. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Group—Analysis of Certain Balance Sheet Items—Borrowings”. Dolphin Energy's right to own and operate the Export Pipeline that is located within Qatar’s territorial waters was granted to it by Qatar under the terms of an Export Pipeline Agreement dated 23 December 2001 and amended on 26 November 2002 (the Export Pipeline Agreement). The Export Pipeline Agreement was approved by Qatar Emiri Decree No. 13 of 2002. Pursuant to the Export Pipeline Agreement, Qatar also agreed, among other things, not to grant any person or government any rights which would materially conflict with or be inconsistent with the rights granted to Dolphin Energy. In 2006, the KSA Government, in correspondence to certain of Dolphin Energy's shareholders and then existing lenders, asserted certain maritime claims in relation to a maritime area in which part of the Export Pipeline is situated. In response to these assertions, the UAE Government at that time confirmed in writing to the recipients of such correspondence that decision-making authority in respect of the Export Pipeline and the maritime area through which it runs rests exclusively with the UAE and Qatar. Dolphin Energy has confirmed that, to its knowledge, there were no further developments in respect of these claims. In mid-June 2009, Dolphin Energy and its shareholders were informed by the General Secretary of the Permanent Boundaries Committee of the UAE that the KSA Government and the Qatar Government on 5 July 2008 signed Joint Minutes pursuant to which Qatar purported to grant to the KSA, from within Qatar’s own maritime waters, the Maritime Corridor. According to the Joint Minutes, the Maritime Corridor crosses part of the Export Pipeline. The Joint Minutes were subsequently approved by a decree of the Emir of Qatar and the King of the KSA and thereafter registered with the Secretariat of the United Nations on 19 March 2009. See “Risk Factors—The Government of the Kingdom of Saudi Arabia and the Government of Qatar have Entered into an Agreement that Purports to Grant the Kingdom of Saudi Arabia a Maritime Corridor Crossing the Route of the Export Pipeline”. The Ministry of Foreign Affairs for the UAE Government has stated in a letter to the UN Secretary General dated 16 June 2009 that the UAE officially reserves all of its rights under international law with respect to matters arising out of the Joint Minutes, and that the UAE does not recognise the parts of the Joint Minutes which are incompatible with the exclusive sovereignty of the UAE pursuant to existing agreements between the Qatar Government and the UAE Government and Abu Dhabi Government, including, among other things, the inter- governmental agreement between the Qatar Government and the UAE Government relating to the Export Pipeline. Neither the Company nor, so far as the Company is aware, Dolphin Energy has received any communication from the KSA Government in relation to the Joint Minutes, nor has the Company or, so far the Company is aware, Dolphin Energy received any claim or notice from the Qatar Government or Qatar Petroleum in relation to the Joint Minutes. The Company believes that the Joint Minutes are a matter to be resolved among the Qatar Government, the KSA Government and the UAE Government. Accordingly, the Company has not conducted any legal analysis that would permit it to express any opinion as to the implications of the Joint Minutes under public international law or otherwise with respect to the portion of the Export Pipeline located in the Maritime Corridor or potential actions by the KSA.

Pearl In May 2008, the Group acquired all of the share capital of Pearl, which is based in Singapore. The acquisition provides the Group with access to a diverse portfolio of exploration, development and production assets in Southeast Asia. Pearl had participating interests in 24 licence areas and had production-sharing contracts covering a gross acreage of approximately 135,000 square kilometres in Thailand, Indonesia, Vietnam and the Philippines, with total reserves of approximately 50.9 million Stock Tank Barrels (STB) equivalent of crude oil, natural gas and condensate, as of 15 December 2009. Pearl is the operator of 19 of the 24 licence areas. As of December 2008, Pearl’s net production was approximately 20,500 barrels of oil per day (bopd) primarily from the Jasmine offshore field in the Gulf of Thailand and its revenues are derived principally from the sale of oil and gas produced by it.

ICM:9316673.6 73 Pearl acquired Block B5/27 in the Jasmine offshore field in 2003 and commenced production in June 2005. Block B5/27 was a greenfield oil development at the date of its acquisition in 2003. The project consists of offshore oil development at a water depth of approximately 60 metres, producing from more than 30 separate sandstone reservoirs at depths of 790–1,600 metres. Five production platforms feed crude oil to a floating production, storage and offloading vessel for export by shuttle tanker. Pearl is currently finalising the acquisition of participating interests in two further exploration blocks: one in each of Malaysia and Vietnam. It is anticipated that the acquisition of participating interests in both of these blocks will be completed by the end of February 2010. In 2008 the Group recorded an AED 3,292.7 million impairment loss principally relating to its re-appraisal of the value of Pearl’s hydrocarbon reserves in the light of a significant decline in world oil prices since the date on which Pearl was acquired, which impairment loss was reversed by AED 142.5 million in the six months ended 30 June 2009. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Group —Results of Operations—Comparison of the six month periods ended 30 June 2009 and 30 June 2008—Impairment Losses” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Group—Results of Operations—Comparison of 2008, 2007 and 2006—Impairment Losses”.

Mukhaizna Block 53 Liwa Energy Limited (Liwa), a wholly-owned subsidiary of the Company, holds a 15 per cent. working interest in Block 53 of the Mukhaizna oil field in south-central Oman. The field covers 694 square kilometres and has recoverable reserves estimated at 913 million barrels. The enhanced oil recovery project uses steam injection and horizontal well technology to extract heavy oil from the field. Occidental Petroleum is the operator of this contract area. The total project investment is approximately U.S.$4.7 billion, of which approximately U.S.$3.4 billion had been expended by 30 June 2009. At 15 December 2009, average daily production for the project was approximately 85,000 bopd. Production from the project is planned to increase to 150,000 bopd by 2012.

Other Projects In 2006, Liwa was awarded a 15 per cent. interest in Block 54 of the Mukhaizna oil field, which is adjacent to Block 53 and covers approximately 5,620 square kilometres. Occidental Petroleum also operates this contract area. Liwa holds a 10 per cent. working interest in nine exploration blocks, and a 20 per cent. working interest in one exploration block, in Libya. Four of the blocks are located in the offshore portion of Sirte Basin, and are operated by Australia’s Woodside Petroleum Limited, Liwa’s partner for the offshore projects. The remaining blocks, three of which are located in the onshore portion of the Sirte Basin (including block 103, in which Liwa has a 20 per cent. working interest), two of which are located in the Murzuk Basin and one of which lies in the Cyrenaica Platform/Marmarica Basin to the north, are each operated by Occidental Petroleum, Liwa’s partner for the onshore projects. Liwa, together with Occidental Petroleum, has recently decided to relinquish four of the onshore projects. Liwa holds a 20 per cent. working interest in the gas prone Zerafa exploration block in western Algeria, which was originally awarded to Shell in the country's sixth bid round in 2005. The Zerafa block covers 22,116 square kilometres in the Timimoun Basin in the Sahara Platform in the Sahara Desert. The contract term for the Zerafa block ends in September 2010. Liwa also held a 20 per cent. working interest in the Reggane Djebel Hirane exploration block in Western Algeria, but this has been relinquished. In November 2008, the Company, through its 100.0 per cent. owned subsidiary, Sixteenth Investment Company LLC, and Occidental Petroleum entered into an exploration and production sharing agreement with the Ministry of Oil and Gas in Oman to develop four fields and explore for potential new discoveries in a newly- formed contract area (“Habiba”—Block 62) in northern Oman. The 20-year agreement covers approximately 2,269 square kilometres. The Group has a 32.0 per cent. interest in the production sharing agreement. On 26 April 2009, the Company and Occidental Petroleum also entered into a Development and Production Sharing Agreement with the National Oil and Gas Authority of Bahrain (NOGA) for the further development of the Bahrain Field. Occidental Petroleum will hold a 48 per cent. interest in the Development and Production Sharing Agreement with the Company and The Oil and Gas Holding Company BSC(c) (NOGA Holding) holding 32 per cent. and 20 per cent., respectively. Also on 26 April 2009, the Company, Occidental Petroleum and NOGA Holding entered into a Joint Operating Agreement, which sets out their respective rights with respect to the operation of the Bahrain Field as well as a Shareholders' Agreement, which confers upon the joint operating company all powers necessary to allow it to operate the Bahrain Field in accordance with the Development and Production Sharing Agreement and the Joint Operating Agreement. Negotiations of the agreements governing the handover of the existing Bahrain Field

ICM:9316673.6 74 operations to the joint operating company were finalised in November 2009. Handover of the existing Bahrain Field operations to the joint operating company occurred on 1 December 2009. On 11 June 2009, the Company signed agreements with JSC National Company KazMunayGas (KMG) and ConocoPhillips for the exploration and development of the "N" Block, which is located offshore Kazakhstan, covers approximately 8,100 square kilometres under the Caspian Sea and is considered highly prospective for both oil and gas. Exploration and development of "N" Block is governed by a subsoil use contract which converted the previous production sharing agreement to a tax and royalty agreement. The Company and ConocoPhillips each have a 24.5 per cent. interest in the subsoil use contract, with KMG holding the remaining 51.0 per cent.

Energy & Industry Overview The Energy & Industry business unit focuses on the development of energy-linked industrial infrastructure, including public utilities such as electricity generation, water desalination and district cooling. It also aims to capitalise on Abu Dhabi’s natural resources, strategic location, low energy costs and existing knowledge base to make investments that focus on basic industries such as aluminium. The goal of the business unit is to support the creation of an export-oriented industrial sector. For the six months ended 30 June 2009 the Energy & Industry reporting segment (which corresponds to the Energy & Industry business unit) generated a segment operating loss of AED 187.4 million and recorded a segment loss of AED 238.3million. As at 30 June 2009, the Energy & Industry reporting segment had total assets of AED 1,044.0 million, equal to approximately 1.3 per cent. of the Group’s total assets. The table below shows certain information regarding the principal businesses within the Energy & Industry business unit as at 30 June 2009:

Percentage Accounting Name Description Ownership Treatment SMN ...... Independent power and water production 47.5 Equity method Azaliya...... Water production and waste water 49.0 Equity method collection and treatment Tabreed...... District cooling company 15.8(1) Available for sale SKH...... Power production 25.0 Equity method EMAL...... Aluminium smelter 50.0 Equity method ______(1) Excludes the Group’s holding of mandatory convertible bonds in Tabreed.

Energy and Utilities The principal investments made by the business unit in the energy and utilities sector are centred in the MENA region and consist principally of independent power and water producers, municipal water concessions and a district cooling business. These include a 47.5 per cent. shareholding in SMN Power Holding Company S.A.O.C. (SMN) which is implementing a greenfield independent power and water plant project and owns the existing Al Rusail independent power plant in Oman; a 49.0 per cent. shareholding in Azaliya SAS (Société par actions simplifiée) (Azaliya), a joint venture to own, operate and invest in municipal water concession businesses in the MENA region with Veolia Eau, a French water and wastewater service provider; and a 15.8 per cent. shareholding in Tabreed, a district cooling company in Abu Dhabi.

SMN In 2006, the Group acquired a 47.5 per cent. stake in SMN, an Omani company which owns the Al Rusail independent power plant in Oman and is implementing the Barka 2 project, also located in Oman. The Al Rusail plant is a 665 megawatt open cycle gas-fired power generation facility at Al Rusail in Oman. All of the plant’s output is purchased under a 17.5-year offtake contract with the Oman Power and Water Procurement Company. The Barka 2 project comprises the development, design, financing, engineering, construction and commissioning, testing, ownership, operation and maintenance of a greenfield combined cycle gas-fired power generation and sea water desalination facility located at Barka in Oman. Commissioning of the power and desalination plant was completed in November 2009. Commissioning of the water plant is expected before the end of 2009. The plant is designed to have a 678 megawatt generating capacity and a desalination capacity of 120,000 cubic metres per day. All of the plant’s output will

ICM:9316673.6 75 also be purchased under a 15-year offtake contract with the Oman Power and Water Procurement Company. The Barka 2/Al Rusail project was project-financed in 2007 on a non-recourse basis with a 87.5:12.5 debt:equity ratio.

Azaliya In December 2008, the Group and Veolia Eau, the water and wastewater services subsidiary of Veolia Environnement, formed Azaliya, a joint venture to focus on water production and waste water collection and treatment in the MENA region. The joint venture commenced operations in January 2009 with seven contributed operating assets in the MENA region. The joint venture will seek to develop high quality water and waste water infrastructure in the region. The Group partnered with Veolia Eau, a world leader in environmental services, to benefit from its technical expertise and to gain access to new technologies and best practices in the industry. Azaliya is 51.0 per cent. owned by Veolia Eau and 49.0 per cent. by the Company.

Tabreed Tabreed is a district cooling company based in Abu Dhabi. District cooling uses a network of pipes to distribute chilled water from a central cooling plant to a group of residential and commercial buildings and reduces traditional air conditioning costs by up to 50 per cent. Tabreed operates over 30 plants across the UAE. Tabreed’s shares are listed on the Dubai Financial Market. The Group currently holds mandatory convertible bonds issued by Tabreed which are mandatorily convertible into shares of Tabreed at a pre-set price (currently above the market price for Tabreed shares) which, upon conversion in accordance with their terms and assuming that no other shares were issued by Tabreed, would increase the Group’s shareholding in Tabreed above its current level of 15.8 per cent. up to approximately 21.3 per cent.

SKH Shariket Kahraba Hadjret En Nouss SpA (SKH), is a joint venture between Algerian Utilities International Limited, itself a joint venture between the Company and SNC-Lavalin Constructeurs International Inc., and three companies owned by the government of Algeria. SKH is involved in the development, construction and operation of a gas-fired thermal power plant with an approximate power capacity of 1,227 megawatts in the province of Tipaza, Algeria. Commissioning of the plant and connection to the grid was completed in June 2009 and the electricity generated from the plant is being sold pursuant to a 20-year contract to Sonelgaz, one of three subsidiaries of the government of Algeria which is involved in the project. The Company holds a 49.0 per cent. interest in Algerian Utilities International Limited, which in turn holds a 51.0 per cent. interest in SKH.

Industry The principal investments made by the business unit in the industry sphere include a 50.0 per cent. shareholding in EMAL and certain other aluminium projects.

EMAL EMAL is a joint venture equally owned by the Company and Dubai Aluminium Company Limited (DUBAL) and is responsible for the construction and operation of a greenfield aluminium smelter with associated power generation facilities in the Khalifa Port and Industrial Zone in Taweelah, Abu Dhabi (the EMAL Project). The project has been designed in two phases. The first phase of the project (Phase I), which is expected to be completed in 2010, involves the construction of an aluminium smelter with an anticipated production capacity of 718,000 tonnes of aluminium per year and a combined cycle gas-fired power plant with an anticipated generating capacity of approximately 2,000 megawatts. The smelter uses advanced technology and EMAL has secured long-term contracts for the supply of alumina and gas which the Group believes will make its operating costs competitive in the industry. The project has the potential to expand to its second phase, which would be expected to increase the initial aluminium production capacity to 1.5 million tonnes per year and the power plant capacity to 3,500 megawatts. However, no decision has yet been taken whether to develop the second phase. Phase I of the project also involves the construction of related facilities such as casting facilities, raw materials handling facilities, loading and unloading facilities and storage facilities over an area of approximately six square kilometres. Construction of Phase I began in January 2008 and production of first hot metal commenced in December 2009. The total cost of Phase I is expected to be approximately U.S.$7.1 billion. Phase I is being financed by approximately U.S.$4.6 billion of debt. The remainder of the funding is being provided as equity on a pro rata basis by the Group and DUBAL. Prior to completion of Phase I, the equity funding is being provided by means of an equity bridge facility provided by the senior banks and guaranteed by the Company and DUBAL in proportion to their equity

ICM:9316673.6 76 stake in EMAL and at completion the equity bridge facility is expected to be repaid by EMAL with the proceeds of the equity funding by the Company and DUBAL, together with pre-Phase I completion operating cash flow.

Other projects In addition to EMAL, the Group has a number of other aluminium projects in the MENA region, including an 8.3 per cent. interest in the Sangaredi alumina refinery project in Guinea in partnership with BHPBilliton, Global Alumina of Canada and DUBAL.

Real Estate & Hospitality The Real Estate & Hospitality business unit is responsible for executing projects that generate both financial returns and strategic benefits to Abu Dhabi in the real estate and hospitality sectors. The Government has granted approximately 422 million square feet of land in Abu Dhabi to the Company for development. With a few exceptions, most notably the land granted for Masdar City, land granted by the Government generally is granted without any condition of specific usage. The Group intends to use the land to develop high profile residential, commercial, hospitality and retail developments in line with the Urban Framework Plan. See “Relationship with the Government-Abu Dhabi’s Development Strategy—Urban Framework Plan” for a brief overview of the Urban Framework Plan. In the real estate sector, the business unit’s strategy is to develop its current residential, commercial and retail projects in accordance with the unit’s key objectives for such projects, including with respect to timing, cost and quality; to seek additional opportunities to develop high profile projects in Abu Dhabi and internationally; to expand the Group’s land bank in key strategic locations in Abu Dhabi; and, where there is a compelling financial, strategic or other reason, to selectively partner with third parties through joint ventures or other strategic relationships to implement its real estate strategy. In the hospitality sector, the business unit’s strategy is to develop and own luxury hotels and resorts in Abu Dhabi, in furtherance of the Emirate’s strategy of becoming one of the world’s leading luxury travel destinations. The unit currently intends to develop and own approximately eight to ten luxury hotels and resorts in Abu Dhabi over the next five years. In addition, it also plans to assist the Viceroy Hotel Group (formerly KOR Hotel Group), in which it holds a 50.0 per cent. interest, to grow its international portfolio of hotels under management. The Real Estate & Hospitality business unit benefits from the Group’s relationships with Aldar, a leading property development company in Abu Dhabi; The John Buck Company, a leading commercial real estate developer based in Chicago; and Related Companies, a U.S. real estate development firm based in New York. To strengthen these relationships, the Group has made equity investments in each of these companies. See “Other Investments”. For the six months ended 30 June 2009 the Real Estate & Hospitality reporting segment (which corresponds to the Real Estate & Hospitality business unit) generated segment operating income of AED 514.9 million and recorded a segment profit of AED 441.0 million. As at 30 June 2009, the Real Estate & Hospitality reporting segment had total assets of AED 8,393.6 million, equal to approximately 10.6 per cent. of the Group’s total assets.

The table below shows certain information regarding the principal joint ventures within the Real Estate & Hospitality business unit as at 30 June 2009:

Percentage Consolidation Name Description Ownership Method John Buck International...... Real estate development, leasing and 51.0 Equity method management services Capitala...... Real estate master planner and developer 51.0 Equity method Viceroy Hotel Management LLC ...... Hotel management 50.0 Equity method

Principal Real Estate Projects The business unit seeks to undertake real estate projects as land owner and investor and employs a team of approximately 50 professionals including architects, designers, engineers and project managers to manage its projects and supervise any consultants engaged by the business unit. These consultants include providers of development management services and design, engineering, construction and other professional services. While the Group assumes the principal development risks on the projects in which it is the equity investor, the principal construction risks are

ICM:9316673.6 77 generally assumed by the contractor. The Group funds the business unit's real estate projects with equity contributions, which, depending on the project, can be significant and, where possible, debt financing. The Group may also undertake to construct public and enabling infrastructure, such as roads and bridges, in connection with its projects, in which case the Group expects to be reimbursed by the Government during the course of the project. To facilitate the development of its sizeable land bank in Abu Dhabi and to manage its principal real estate projects, the Group has formed joint ventures as detailed below: • John Buck International. John Buck International Properties LLC (John Buck International) was formed in Abu Dhabi in March 2008 as a joint venture between the Company (51.0 per cent.) and The John Buck Company LLC (49.0 per cent.), in which the Group has a 24.9 per cent. stake. John Buck International provides real estate development, sales, leasing and asset management services to the Group and third parties, but does not invest in the real estate projects. It has been appointed to lead the development, leasing and property management of the Sowwah Square and Sowwah Island projects described below. John Buck International also provides development management services for a number of the Group’s other projects, including certain of its hotel development projects in Abu Dhabi. • Capitala. Capitala was formed in October 2007 as a joint venture between the Company (51.0 per cent.) and CapitaLand Limited (49.0 per cent.), a Singapore-based developer that is one of the largest listed real estate companies in Southeast Asia by market capitalisation. Capitala is an Abu Dhabi-based real estate master planner and developer whose mandate is to create and deliver innovative, sustainable, large scale residential master developments encompassing retail, commercial, sports and leisure components, generally taking on an equity stake in the projects. Capitala is currently developing parts of Arzanah, as described in further detail below. • Arzanah Mall LLC. The Company formed a joint venture in July 2008 with Majid Al Futtaim, a leading developer of major retail malls in the region. The joint venture company, Arzanah Mall LLC, is intended to develop a major retail mall at the Arzanah site. The Group’s principal ongoing real estate and hospitality projects and investments in Abu Dhabi are the Sowwah Island, Sowwah Square, Arzanah, MGM Grand Abu Dhabi and Rosewood Abu Dhabi projects. Outside Abu Dhabi, the Group is involved in the ongoing development of Medini, a new city being built in the Iskandar Development Region in Malaysia. In addition, the Group acquired a 20 per cent. holding in Al Maabar International LLC, a UAE property development company, in December 2008.

Sowwah Island and Sowwah Square The Urban Framework Plan contemplates that Sowwah Island, which comprises approximately 13 million square feet of land granted by the Government to the Company, will form the focus of the new Central Business District for Abu Dhabi City. Sowwah Square, a 1.7 million square feet plot of land, which is the first development on Sowwah Island, lies at the heart of Sowwah Island and includes four high quality Class A office towers surrounding the new headquarters of the Abu Dhabi Securities Exchange. Sowwah Square is an AED 5.7 billion project which is being developed by the Group through John Buck International. The Group plans to lease the office space to tenants under five to 15-year leases, a number of which have already been entered into. Construction of Sowwah Square commenced in the second half of 2007 and is expected to be completed in the middle of 2010. The Group has also begun selling plots of land in Phase 1 of Sowwah Island for development by third parties. The Group recently commenced marketing ten plots of land in Phase 1, with a total area of approximately 0.7 million square feet, to third parties for development as hotel, residential and office projects. On 18 April 2009, the Company announced that agreement had been reached to sell the first of these plots to National Bank of Abu Dhabi PJSC. Agreement for the sale of a second plot to Al Hilal Bank PJSC was announced on 8 July 2009. Because Sowwah Island has been designated an Investment Zone by the Government, any GCC nationals (and corporate bodies wholly-owned by them) can own freehold land within the Investment Zone. Other foreign nationals have the right to own individual units or floors as well as rights of usufruct or musataha over the underlying land.

Arzanah Arzanah is a 9,000 residential unit waterfront mixed-use development on Abu Dhabi Island. It incorporates two parcels of land, the area surrounding Zayed Stadium and the two kilometre beachfront across the Khaleej Al Arabi Road. The two parcels will be connected by two pedestrian bridges. The majority of Arzanah is being developed by Capitala. Upon completion, Arzanah is expected to include a range of community sports facilities, including an ATP- standard international tennis complex, a bowling centre, an ice rink, a country club, an aquatic centre, an international

ICM:9316673.6 78 school and a sports medicine healthcare facility. Also located adjacent to the Arzanah site is a significant retail development (including two luxury hotels and office space) which is intended to be separately developed by Arzanah Mall LLC. The Arzanah project, which is currently expected to be completed in 2016, is scheduled to be built in phases, with the first phase having commenced construction in 2008. Capitala is currently selling residential units in the first phase of the project. In order to extend mortgage financing services to buyers in the Arzanah project, Capitala has entered into a co-operation agreement with Abu Dhabi Finance (in which the Company currently has a 20.0 per cent. stake which it is in the process of increasing to 52.0 per cent., see “—Services—Financial Services—Abu Dhabi Finance”), which established the general framework of a finance agreement to be put in place during 2009 to provide buyers with financing options. Ownership/development responsibility of the sports medical facility and certain leisure facilities on the Arzanah site may, with the agreement of Capitala, continue to rest with the Group.

Medini, Iskandar Development Region Internationally, the Group has expanded into Malaysia through a consortium of international developers (including Aldar) and investors in an investment in Medini, a new city being built in the Iskandar Development Region in Malaysia. The Group had a 22.2 per cent. stake in the development project as at 31 December 2008, but, as a result of the exercise by the project company of an option (the IFD option) in 2009 to take a lease over the International Financial District at Medini, the Group’s stake in the project has since decreased to 18.6 per cent. in accordance with the terms of the shareholders’ agreement stipulating a redistribution of the shareholding in the event of exercise of the IFD option. This integrated city development is one of the largest foreign real estate projects in Malaysia in terms of total project value and project size, with a planned total initial investment of U.S.$900 million and spans an area of 1,587 acres. The project is expected to be funded largely through a combination of land sales and third-party project finance.

Principal Hospitality Projects Viceroy Hotel Group In July 2008, the Group acquired a 50.0 per cent. interest in the Los Angeles-based Viceroy Hotel Group, an operator of luxury hotels and resorts under the Viceroy and The TIDES brands. The Viceroy Hotel Group specialises in high-end boutique hotels in selected destinations in North America, Mexico and the Caribbean. The Group intends to assist the Viceroy Hotel Group as it expands over the next five years, with a view to adding key flagship locations, including in Abu Dhabi, New York City and London. The Group’s joint venture partner in the Viceroy Hotel Group is the investor group that controls the KOR Realty Group, a privately-held real estate development and management firm based in Los Angeles. The Group intends to capitalise on the Viceroy Hotel Group’s expertise in hotel development, design and management as a means of facilitating its own expansion plans in Abu Dhabi. For example, the Company recently announced that Viceroy Hotel Group will operatea Viceroy hotel to be developed on Sowwah Island.

MGM Grand Abu Dhabi A significant initiative supporting Abu Dhabi’s plans to become a world-class tourism destination is the development of the MGM Grand Abu Dhabi, the centrepiece of the Mina Zayed development, an urban waterfront redevelopment comprising leisure and entertainment facilities, including over three dozen entertainment venues. The Group has engaged MGM Mirage to provide development management services for the project, which is expected to include approximately 780 hotel rooms and approximately 670 residential units to be managed by MGM. Construction is expected to commence during the second quarter of 2010.

Rosewood Abu Dhabi A significant component of Sowwah Square is Rosewood Abu Dhabi, which is expected to be one of the leading, ultra-luxury business hotels in Abu Dhabi when it opens in 2012. The 34-storey tower is expected to include 189 hotel guest rooms and suites and 137 serviced residences and penthouses and to feature extensive amenities for guests and residents. Rosewood Abu Dhabi will be operated by Rosewood Hotels & Resorts, an operator of ultra-luxury hotels with a long history of operating hotels in the Middle East and around the globe. Construction commenced in August 2008 and is expected to be completed in 2012.

ICM:9316673.6 79 PF Emirates Interiors The Company has entered into a joint venture with Italian luxury furniture designer Poltrona Frau, a leading luxury interior design and interior furnishings firm owned by Ferrari S.p.A., to form PF Emirates Interiors LLC. This company, in which the Company holds a 51.0 per cent. stake, focuses on interior design services, interior construction and fit-out services and furniture sales and plans to open interior design and furnishings stores, targeting the UAE’s largest cities. Currently, the venture has a large store in Abu Dhabi.

Infrastructure The Infrastructure business unit is responsible for developing, investing in, owning and operating concession- based infrastructure projects predominantly through PPPs in education, health, military and other Government-related accommodation sectors in the GCC. In the shorter term, given the current high local demand, the business unit intends to focus solely on the Abu Dhabi market with a view to establishing a track record and brand to help it meet the competitive demands of the international market. The business unit’s vision is to encourage, strengthen and develop the future economy of Abu Dhabi through investments and partnerships in infrastructure projects. The business unit focuses on projects which the Group believes to be an integral part of the 2030 Economic Vision’s plans to develop and promote the education, healthcare and transportation sectors in Abu Dhabi. The business unit’s PPP model seeks to enter concession-based construction contracts and facilities management services agreements in conjunction with long-term agreements with the Government to lease the facilities. The business unit typically sets up a special purpose vehicle which enters into all of the construction, facilities management and project-related contracts. Concession agreements typically have a 25-year term, pursuant to which the special purpose vehicle leases the facilities and receives rental income and a service charge for the facilities management services provided. At the end of the lease term, the facilities revert to the client, such as the relevant Government authority or the relevant university. The business unit seeks to apply innovation and analytical rigour to the engineering, financing and on-going services for its projects to ensure the infrastructure and facilities are appropriately planned and fit for the current and future needs of the Government. The Infrastructure business unit also aims to work strategically with the Group’s other business units to develop projects within their portfolios. Until May 2008, the Infrastructure business unit formed part of a combined Infrastructure and Services business unit. The Infrastructure and Services business unit was separated into the Infrastructure business unit and the Services business unit in response to the diverging development strategies of the two business units. For the six months ended 30 June 2009 the Infrastructure reporting segment (which corresponds to the Infrastructure business unit) generated segment operating income of AED 1,376.4 million and recorded a segment profit of AED 251.7 million. As at 30 June 2009, the Infrastructure reporting segment had total assets of AED 3,428.5 million, equal to approximately 4.3 per cent. of the Group’s total assets. The table below shows certain information regarding the principal businesses within the Infrastructure business unit as at 30 June 2009:

Percentage Accounting Name Description Ownership Treatment Al Hikma ...... UAE University campus development 100.0 Full consolidation Manhal...... Paris-Sorbonne University campus 100.0 Full consolidation development Al Maqsed...... Zayed University campus development 100.0 Full consolidation

UAE University Campus Development The Group has entered into a 25-year concession agreement with the UAE government-funded UAE University to design, build, finance and operate (through the provision of non-academic facilities management services) a new campus in Al Ain to consolidate the existing campus of UAE University. It is anticipated that the new campus will be capable of accommodating 15,000 undergraduate and graduate students as well as related faculty and support staff. Financial close, which involved the signing of financing documentation and project contracts in addition to the satisfaction of certain conditions precedent, was achieved in April 2007, at which time U.S.$410 million of debt (representing approximately 86 per cent. of the required funding) was secured from a syndicate of international and regional banks to fund the project, with the remaining portion of the funding provided by the Group as equity. Al Hikma, a wholly-owned subsidiary of the Company, was created to manage the project on a build, own, operate and transfer basis. Al Hikma has contracted with Oger Abu Dhabi LLC to construct the campus and with Khadamat

ICM:9316673.6 80 Facilities Management Company LLC, a joint venture between the Group and Serco Holdings Ltd., to operate the facility. The new campus is being developed in four separate phases. Construction commenced in December 2006 and the full campus is scheduled to be completed in late 2010. Handover of the first two phases took place on 30 June 2009. The project is expected to involve a total investment of AED 2.2 billion.

Paris-Sorbonne University Abu Dhabi Campus Development The Group has entered into a 25-year concession agreement with the Abu Dhabi Education Council (ADEC), which was established to promote education and develop educational facilities in Abu Dhabi, to design, build, finance and operate (through the provision of non-academic facilities management services) a new campus for Paris-Sorbonne University Abu Dhabi. The new campus site on Al Reem Island covers an area of ten hectares and has been planned to contain academic buildings, recreation facilities and limited residential accommodation to cater for 2,000 students as well as related faculty and support staff. Manhal, a wholly-owned subsidiary of the Company, was created to manage the project on a build, own, operate and transfer basis. Financial close was achieved in December 2008, at which time U.S.$327 million of debt (representing approximately 85 per cent. of the required funding) was secured from a number of international and regional banks to fund the project, with the remaining portion of the funding provided by the Group as equity. Manhal has contracted with an unincorporated joint venture between Al Habtoor Engineering Enterprises LLC and Murray & Roberts Contractors (Abu Dhabi) LLC to construct the campus, and with John Buck International to operate the facility. The new campus is scheduled to be developed in two phases. Construction commenced in May 2008, and the full campus is scheduled to be completed in late 2010. Handover of the first phrase took place on 30 August 2009. The project is expected to involve a total investment of AED 1.6 billion.

Zayed University Campus Development The Group has entered into a 28-year concession agreement with ADEC to design, build, finance and operate (through the provision of non-academic facilities management services) a new campus for Zayed University in the Capital District, Abu Dhabi. The site for the new campus covers an area of almost 80 hectares and has been planned to contain academic buildings, recreation facilities and limited residential accommodation to cater for 6,000 students as well as related faculty and support staff. Commercial close (where project contracts are entered into prior to financial close) was achieved in December 2008, and the Group has contracted with an unincorporated joint venture between Al Habtoor Engineering Enterprises LLC and Murray & Roberts Contractors (Abu Dhabi) LLC to construct the campus and with John Buck International to operate the facility. Financial close occurred in November 2009 and the project has been funded with a combination of senior debt (including an Islamic tranche) and mezzanine debt from banks representing 90 per cent. of the required funding, with the remaining portion of the funding provided by the Group as equity. Al Maqsed, a wholly-owned subsidiary of the Company, was established to manage the project on a build, own, operate and transfer basis. The new campus is scheduled to be developed in one single phase. Construction commenced in November 2008 and the full campus is scheduled to be completed in 2011. The project is expected to involve a total investment of AED 4.1 billion.

Other Projects The Infrastructure business unit is also involved in a number of other projects, including the development of a new campus for New York University Abu Dhabi (a joint venture between the Government and New York University to provide accessible world-class tertiary education in the UAE), interim facilities for the New York University Abu Dhabi campus and a new 600-bed hospital and related facilities to replace the existing Tawam Hospital in Al Ain for the Abu Dhabi Health Services Company, a Government-owned hospital management company.

Services The Services business unit is responsible for developing new business ventures in services-based sectors to improve Abu Dhabi’s economy. The unit currently focuses on financial services and leasing, maritime transportation services, defence (non-aviation) and logistics in line with the 2030 Economic Vision plan to further these sectors. The business unit’s vision is to become a recognised leader in building and managing businesses that deliver high value- added services and solutions to the UAE and beyond. The business unit’s strategy is to build and grow services-related industries that bring operational efficiencies and service excellence to the market. The business unit intends to achieve this by building a portfolio of sustainable and scalable businesses through partnerships with leading global and UAE-based companies and organic growth and acquisitions; and optimising performance by encouraging operational excellence and sound business governance in its portfolio of businesses.

ICM:9316673.6 81 Until May 2008, the Services business unit formed part of a combined Infrastructure and Services business unit. The Infrastructure and Services business unit was separated into the Infrastructure business unit and the Services business unit in response to the diverging development strategies of the two business units. For the six months ended 30 June 2009 the Services reporting segment (which corresponds to the Services business unit) generated segment operating income of AED 274.3 million and recorded a segment profit of AED 114.6 million. As at 30 June 2009, the Services reporting segment had total assets of AED 4,384.2 million, equal to approximately 5.5 per cent. of the Group’s total assets. The table below shows certain information regarding the principal investments held by the Services business unit as at 30 June 2009:

Percentage Accounting Name Description Ownership Treatment Abu Dhabi Finance(1) ...... Mortgage finance 20.0 Equity method Dunia Finance ...... Consumer finance 31.0 Equity method Leaseplan Emirates...... Fleet management and vehicle leasing 51.0 Equity method Abu Dhabi Terminals ...... Port terminal operator 50.0 Equity method Eships ...... Ship investment company 50.0 Equity method Al Taif...... Maintenance, repair and overhaul services 100.0 Full consolidation for heavy tracked and wheeled vehicles Agility Abu Dhabi ...... Logistics 36.5 Equity method ______(1) The Company is in the process of increasing its stake in Abu Dhabi Finance to 52.0 per cent.

Financial Services and Leasing Abu Dhabi Finance In early 2008, the Company entered into a joint venture with Abu Dhabi Commercial Bank, Aldar, Sorouh Real Estate PJSC and TDIC to establish Abu Dhabi Finance as a mortgage lender offering home loans in Abu Dhabi. Abu Dhabi Finance launched its operations in November 2008 with total capital contributions of AED 500 million, and aims to play a key support role in helping Abu Dhabi meet its long-term goals of sustainable economic growth by financing the growing demand for real estate. The Group is in the process of increasing its stake in Abu Dhabi Finance from 20.0 per cent. to 52.0 per cent.

Dunia Finance In January 2008, the Group entered into a joint venture with Fullerton Financial Holdings Pte Ltd. (Fullerton) (a wholly-owned financial services subsidiary of Temasek Holdings), Waha Capital PJSC (in which the Group has a 14.0 per cent. interest) and A.A. Al Moosa Enterprises LLC, a Dubai based investment company formed to establish Dunia Finance LLC (Dunia Finance), a new finance company based in Abu Dhabi in which the Group holds a 31.0 per cent. stake. Dunia Finance was launched in September 2008, and is licensed to provide a range of personal and car loans, credit cards and wealth management services, focusing on the lower-income retail and small business segments in the UAE. Dunia Finance is also permitted to accept deposits from corporate customers. Dunia Finance aims to introduce to the UAE the business model developed by Fullerton across key Asian countries and to capitalise on the growth of what the Group believes to be an under-served consumer lending segment in the UAE. In January 2009, Dunia Finance commenced a partnership with MasterCard to offer consumer credit cards to its customers. This project marks the Group’s first venture in the UAE consumer finance sector.

Leaseplan Emirates Leaseplan Emirates Fleet Management LLC (Leaseplan Emirates) is a joint venture between the Group (51.0 per cent.) and LeasePlan (49.0 per cent.), an international company engaged in vehicle fleet management. Leaseplan Emirates was launched in March 2007 to offer fleet management and vehicle leasing solutions to corporate clients throughout the UAE, a market previously served by traditional car rental companies. Leaseplan Emirates currently has a fleet of over 900 vehicles, ranging from passenger vehicles to medium-sized trucks, and expects to increase its fleet substantially over the coming years. Its primary customers include large corporate clients such as IBM, Ericsson and 3M. See also “—Other Investments”.

ICM:9316673.6 82 Transportation Services Abu Dhabi Terminals Abu Dhabi Terminals is Abu Dhabi’s leading port and terminal operator. It was established as a wholly- owned subsidiary of the Group in May 2006 as a result of the privatisation of the Port Authorities. It primarily operates three ports in Abu Dhabi: Mina Zayed, Musaffah, and Freeport. The largest of these, Mina Zayed, covers an area of 510 hectares and contains 21 berths, along with over 183,000 square metres of covered warehousing space and cold storage facilities with a capacity of 20,000 tonnes. In 2008, Abu Dhabi Terminals’ ports were visited by 2,490 vessels. The ports handled over 5 million tonnes of cargo, a 91 per cent. increase from 2007. In February 2008, Abu Dhabi Terminals entered into a joint venture with DP World FZE to operate and manage the Khalifa Port being developed by the Government at Taweelah. On 1 January 2008, the Group sold 50.0 per cent. of Abu Dhabi Terminals to a Government-owned entity.

Eships Eships was established in 1996 as a ship investment company based in Abu Dhabi. Eships currently owns, operates or commercially controls a total of 12 modern vessels, which comprise ten small chemical product tankers and two Panamax bulk carriers. Eships provides charter vessels and shipping services and has long-term contracts with major industrial companies in the GCC, such as Louis Dreyfus, Aluminium Bahrain and Emirates Steel Industries, and major oil companies such as Total and Statoil. Eships plans to grow its fleet in the chemical and dry bulk segments in the next two to three years and has two medium-sized liquid petroleum gas tankers on order for delivery in 2010. The Company held a 33.0 per cent. stake in Eships until March 2009, when it increased its stake to 50.0 per cent. The remaining 50.0 per cent. is owned by Invest AD (Abu Dhabi Investment Company P.J.S.C.).

Defence Al Taif Al Taif was established as a wholly-owned subsidiary and launched by the Company in December 2006 as a maintenance, repair and overhaul (MRO) provider for defence-related land systems, armoured combat vehicles, main battle tanks and tracked and wheeled heavy utility vehicles and ground support equipment in the UAE and GCC region. The company is also active in the fields of training, inventory management and research and development. Al Taif has entered into a 20-year contract with the UAE Armed Forces to provide integrated depot-level MRO services to support main base operations. In November 2007, Al Taif also entered into a seven-year contract with DynCorp International LLC, a global provider of technology and professional services to government and commercial sectors, to provide management and technical expertise, processes and systems to Al Taif.

Logistics Agility Abu Dhabi Agility (Abu Dhabi) PSC (Agility Abu Dhabi) is a joint venture established in December 2006 between the Group, Agility Logistics Co. (formerly PWC Logistics), a Kuwait-based global logistics company, and Al Bateen Investment Company, a UAE company, to provide integrated logistics solutions in the UAE, including warehousing, distribution, freight forwarding, project logistics and other logistics services, principally to large UAE industrial groups and multinational companies operating in the region. Currently, Agility Abu Dhabi is offering niche logistics services to specific industries such as healthcare and chemicals, and was awarded a 10-year contract in 2008 to build and operate a chemical logistics hub in Shanghai. Agility Abu Dhabi plans to expand its operations through the development of a 375,000 square metre logistics park facility in Mussafah. The first phase of this development, construction of a 40,000 square metre warehousing facility, is expected to commence by the end of 2009. The logistics park facility has been planned to include a 40,000 square metre state-of-the-art environmentally controlled warehouse facility and a 50,000 square metre open yard storage for bulk cargo, which are expected to become operational by the third quarter of 2010. In addition, Agility Abu Dhabi is planning to increase its current fleet of 107 trailers as at 31 December 2008 to 202 by the end of 2009to handle both container and bulk cargo for distribution within Abu Dhabi.

Aerospace The Aerospace business unit is responsible for investing in projects with a primary focus on creating an aviation and aerospace industry in Abu Dhabi by bringing aerospace-related technologies and facilities to Abu Dhabi. This is largely being achieved through collaborative agreements with, and/or investments in, leading aerospace and technology

ICM:9316673.6 83 companies such as European Aeronautic Defence and Space Company N.V. (EADS), GE, Rolls Royce plc (Rolls Royce), The Boeing Company (Boeing), Piaggio Aero, ADAT, Horizon and SR Technics. The Aerospace business unit evaluates potential complementary joint ventures and acquisition targets along with any synergies to be realised between existing assets in order to maximise returns and achieve the Group’s strategy. Its strategy also includes the training of UAE nationals to manage and lead Abu Dhabi’s aerospace industries. Each aerospace investment seeks to develop capabilities or bring to the UAE new skills or functions. The current focus is on the manufacture of aero structures, aviation MRO and flight training. During 2009, the Group established a wholly- owned composite aero structures manufacturing company called Strata Manufacturing PJSC (Strata), and commenced construction of an advanced aero structures manufacturing facility in Al Ain For the six months ended 30 June 2009 the Aerospace reporting segment (which corresponds to the Aerospace business unit) generated segment operating income of AED 2,130.0 million and recorded a segment loss of AED 23.0 million. As at 30 June 2009, the Aerospace reporting segment had total assets of AED 7,260.7 million, equal to approximately 9.1 per cent. of the Group’s total assets. The table below shows certain information regarding the principal businesses within the Aerospace business unit as at 30 June 2009:

Percentage Accounting Name Description Ownership Treatment SR Technics ...... Aircraft maintenance, repair and overhaul services 70.0 Full consolidation Piaggio Aero ...... Aircraft engine and flight components manufacturer 31.5 Equity method Horizon...... Flight academy 100.0 Full consolidation ADAT...... Aircraft maintenance, repair and overhaul services 100.0 Full consolidation

SR Technics SR Technics is a leading independent provider of commercial aircraft MRO services, providing technical services in airframes, components and engines, with capabilities covering most Airbus and Boeing aircraft types. The Group acquired a 36.0 per cent. shareholding in SR Technics in the third quarter of 2006. SR Technic’s major clients include Swiss Air, EasyJet, Thai Airways, Martinair, LTU, the TUI Group (including First Choice Airways), Edelweiss Air and Air Europa. The company evolved from the maintenance and engineering section of Swissair, Switzerland’s national carrier, and provides its services either directly to airlines or through third parties such as aircraft leasing companies, original equipment manufacturers or component trading companies. SR Technics supports more than 750 aircraft and operates more than 355,000 square metres of MRO facilities, with principal hangars at the airports in Zurich and London (Stansted). SR Technics also has a network of line maintenance stations at 20 locations across Europe, and operates component logistics centres at London (Heathrow), Zurich and Hong Kong airports. Further to a February 2009 decision to close its operations in Dublin, Ireland, SR Technics has now ceased all major operations at Dublin and anticipates full closure of the facility by the end of 2009. In 2008, the Group recorded an AED 288.5 million impairment loss on its investment in SR Technics (although in the six months ended 30 June 2009 AED 148.1 million of this impairment loss was reversed) and an AED 296.9 million impairment loss on a receivable from SR Technics, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Group—Results of Operations— Comparison of the six month periods ended 30 June 2009 and 30 June 2008—Impairment Losses” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Group—Results of Operations—Comparison of 2008, 2007 and 2006—Impairment Losses”. SR Technics restructured its equity and debt financing during early 2009 (the Restructuring). As part of the Restructuring, the Group provided SR Technics with CHF 272.1 million, in aggregate, in additional funding and entered into contractual commitments pursuant to which it agreed to provide up to CHF 400 million in further funding to SR Technics (depending on SR Technics’s need determined in accordance with certain EBITDA and cash coverage ratios). In addition, the Group (i) increased its shareholding in SR Technics to 70 per cent. by buying out one of its two remaining co-investors, Istithmar World PJSC (Istithmar); and (ii) entered into an agreement with its other co-investor, Dubai Aerospace Enterprise (DAE) Limited (DAE), under which DAE retains its 30 per cent. shareholding. The Group agreed to pay Istithmar, as compensation for its SR Technics shares, deferred consideration, payable in February 2014 (or the date of any earlier disposal by the Group of substantially all of its investment in SR Technics), of up to U.S.$100 million, based on a percentage of any excess over the Group’s contributions to SR Technics, from February 2009 to the deferred consideration calculation date, of the fair value of the SR Technics securities held by the Group at the deferred consideration calculation date.

ICM:9316673.6 84 Piaggio Aero Piaggio Aero is a leading European aerospace company which designs, develops, constructs and maintains aircraft, engines and aircraft structural components, focusing on the company’s flagship product, the P180, a turbo- propelled airplane. The Group acquired a 35.0 per cent. shareholding in Piaggio Aero in the third quarter of 2006. The Tata Group (India) acquired a 34.0 per cent. stake in Piaggio Aero during the last quarter of 2008, which diluted the Group’s stake in the company to 31.5 per cent. The Group’s investment in Piaggio Aero gives it access to aircraft manufacturing capabilities. The Group recorded impairment losses in 2006 and during the six month period ended 30 June 2009 on its investment in Piaggio Aero, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Group—Results of Operations—Comparison of 2008, 2007 and 2006—Impairment Losses” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Group—Results of Operations—Comparison of Six Month Periods ended 30 June 2009 and 30 June 2008—Impairment Losses”. Piaggio Aero is currently in discussions with its lenders to restructure its existing €200 million medium-long term bank facility. The existing debt facility is non-recourse to the Group.

Horizon International Flight Academy LLC, a wholly-owned subsidiary of the Group, is a flight training academy offering private, commercial and air transport pilot licence courses, flight instructor courses and helicopter pilot courses from its base at Al Ain International Airport in Abu Dhabi. The academy was incorporated in early 2003 with the express purpose of offering high standard flight training for military and civilian customers within the region.

ADAT ADAT, a wholly-owned subsidiary of the Group, is a leading provider of MRO services for the commercial and military aviation industries. During 2007, the Group received intimation from the Government of Abu Dhabi, the owner of Gulf Aircraft Maintenance Company PJSC (GAMCO), that its interests in GAMCO would be transferred to the Group. This transfer was effected on 14 October 2009 by the transfer of the business, assets and liabilities of GAMCO to a new entity, ADAT. ADAT’s main facilities and operations are at Abu Dhabi International Airport, occupying 200,000 square metres with hanger cover of approximately 30,000 square metres. Line stations operate at five other airports within the United Arab Emirates. Positioned as a total care provider, ADAT offers a wide range of integrated MRO solutions on the majority of Airbus & Boeing aircraft platforms including airframe services, engine services, component services, supply chain services and technical services.

Other Investments and Initiatives Strata is expected initially to manufacture aircraft components such as spoilers and flap-track fairings with the goal of evolving into developing primary aircraft structures. Phase 1 of the composite manufacturing plant is scheduled to be built by mid 2010. It is intended that local capabilities will also be developed to ensure the effective transfer of knowledge and skills and the use of increasing levels of technology. The Group is investing U.S.$223 million in the first phase of the plant and by completion of all three phases in the future is expected to have invested between U.S.$500 million to U.S.$700 million in the facility. Strata will benefit from agreements with Airbus, FACC AG and Alenia Aeronautica S.p.A. (Alenia) to assist in the development of aircraft composite technology in Abu Dhabi and the resulting transfer of knowledge. In addition, in 2009 the Group signed agreements with Airbus and Alenia for the manufacture and supply of various aircraft components. In July 2008, the Group signed an agreement with EADS under which EADS committed, amongst other things, to assist the Group in establishing Strata. In November 2009, the Group signed a strategic agreement with Boeing to develop mutually beneficial initiatives in areas where there is strategic alignment, including composite manufacturing, engineering, research and development, commercial maintenance, repair and overhaul, military maintenance and sustainment, pilot training and people development. The Group signed a joint venture agreement with Rolls-Royce in 2008, under which a proposed joint venture company will provide specialist line maintenance and support services for Rolls-Royce engine operators in the region. In addition, the proposed joint venture company also plans to launch asset management services for engine accessories. In February 2009, the Group entered into an agreement with Sikorsky Aerospace Holding Company LLC, (Sikorsky) to establish a joint venture that will provide aviation military sustainment (MRO) services in Abu Dhabi. Sikorsky is a subsidiary of United Technologies Corp. The new military sustainment centre will be set up in close collaboration with the general headquarters of the UAE Armed Forces to support the entire spectrum of logistics

ICM:9316673.6 85 maintenance capabilities for the UAE Armed Forces fixed and rotary wing platforms. The centre is expected to enhance fleet readiness and meet the growing demands of the UAE Armed Forces and the regional military. Under the terms of the joint venture agreement, the Group will acquire an 80.0 per cent. stake in the joint venture company and commit up to U.S.$800 million in cash to the joint venture company, while Sikorsky will acquire the remaining 20.0 per cent. interest and commit up to U.S.$150 million in cash and make certain in-kind contributions including the transfer of certain intellectual property and management expertise. In June 2009, the Group announced that agreements had been entered into with GE companies to provide technical support and services to the Group, including affiliate companies ADAT and SR Technics. Under the terms of the agreements, ADAT is set to become an MRO network provider for GEnx-1B and GEnx-2B engines covering the Middle East and North Africa region. The Group will also become a member of GE's MRO network of On-Wing Support service providers, primarily focussed on the GE90 (and subsequently the GEnx) engines.

Information, Communications & Technology The Information, Communications & Technology business unit pursues investment and development opportunities as it seeks to create an information, communications and technology cluster in Abu Dhabi as a means of diversifying Abu Dhabi’s economy by bringing industry-leading facilities to Abu Dhabi and enhancing local expertise. Its objective is to establish a local technology footprint with a strong presence in the telecommunications industry, and potentially expand further its international presence in the sector. This is being achieved in part through joint ventures and collaborative agreements with leading technology companies such as Electronic Data Systems Corp. (a Hewlett- Packard subsidiary) (EDS) and Emirates Telecommunications Corporation PJSC (Etisalat), one of the largest integrated telecommunications companies in the UAE. The business unit’s strategy is to engage in business opportunities that complement the Company’s goal of strong investment returns, as well as to create synergies with existing portfolio investments. The business unit also seeks to maximise shareholder returns. The business unit intends to develop a sustainable knowledge-based workforce in Abu Dhabi within the information, communications and technology sector. Until recently, the Information, Communications & Technology business unit formed part of the Aerospace and Technology business unit. The Aerospace and Technology business unit was separated into distinct business units, the Aerospace business unit and the Information, Communications & Technology business unit in November 2008 to enable greater focus on each element. For the six months ended 30 June 2009 the Technology reporting segment (which corresponds to the Information, Communications & Technology business unit) generated a segment operating loss of AED 20.8 million and recorded a segment loss of AED 60.1 million. As at 30 June 2009, the Technology reporting segment had total assets of AED 6,588.4 million, equal to approximately 8.3 per cent. of the Group’s total assets. The table below shows certain information regarding the principal businesses within the Information, Communications & Technology business unit as at 30 June 2009:

Percentage Accounting Name Description Ownership Treatment Yahsat...... Satellite telecommunications 100.0 Full consolidation Injazat ...... IT and business process services provider 60.0 Equity method du...... Telecommunications provider 19.8 Available for sale EMTS ...... Telecommunications provider 30.0(1) Equity method ______(1) 50 per cent. of this shareholding is beneficially owned by a third party.

Yahsat Yahsat is a satellite communications company and was incorporated by the Company in January 2007. The Company plans to have Yahsat develop, procure, own and operate hybrid (government and commercial) communications satellite systems for the Middle East, Africa, Europe and South West Asia offering a wide portfolio of voice, data, video and internet connectivity solutions, including high definition television and other broadband satellite services. Its target clients will be in the telecommunications and military sectors. In August 2007, Yahsat appointed a consortium of EADS, Astrium and Thales Alenia to construct its hybrid satellites system. The manufacturing stage will take place in Europe and two satellites are scheduled to be launched in 2010 and 2011, respectively.

ICM:9316673.6 86 On 2 March 2009 Yahsat obtained a committed facility for U.S.$1.2 billion (representing approximately 68 per cent. of its required funding) from a syndicate of international and regional banks. Yahsat’s remaining funding will be provided by the Company as equity.

Injazat Injazat Data Systems LLC (Injazat) is an information technology (IT) and business process services provider in Abu Dhabi. It offers a broad range of services from IT strategy setting and IT consultancy through systems integration to outsourcing of IT or business functions. Injazat is a joint venture between the Company (60.0 per cent.) and EDS (40.0 per cent.), and was established in early 2004. Injazat’s clients include a number of Government departments, agencies and other bodies as well as entities owned or controlled by the Government, including the Company, Dolphin Energy, ADWEA and Abu Dhabi Terminals.

Du Du is a UAE-based telecommunications service provider. The Company was a founding shareholder of du in 2005. The Group initially held 25.0 per cent. (subsequently reduced to its current level of 19.8 per cent. following an initial public offering in 2006 of 20.0 per cent. of the shares in the company). Du is listed on the Dubai Financial Market. Du gained its telecommunications licence in February 2006 and launched mobile services in early 2007 to complement the fixed line services already offered in certain free zones in the UAE.

EMTS EMTS is a Nigeria-based telecommunications service provider. EMTS was established by the Company in March 2007 and acquired a 15-year renewable unified access service licence in Nigeria to provide mobile, fixed and data services. In addition to spectrum in the GSM 1800 and 900 megahertz band, the licence also includes the right to install and operate an international gateway. The investment opportunity developed out of talks between the Nigerian and Abu Dhabi governments and was presented to the Company by the Government. In February 2008, the Group sold a 40.0 per cent. interest in EMTS to Etisalat and Etisalat became the principal operating partner of the business. An additional 30.0 per cent. interest was sold in 2008 to MyaCynth Coöperatief U.A., a company owned primarily by Nigerian nationals, leaving the Company with a 30.0 per cent. stake in EMTS. In November 2008, EMTS launched mobile services in Nigeria as Nigeria’s fifth mobile operator and recorded a subscriber base in excess of one million people in May 2009.

Healthcare The Healthcare business unit invests in and develops projects intended to enhance the private healthcare infrastructure in Abu Dhabi. Specifically, the Healthcare business unit seeks to develop a vertically integrated network of hospitals, specialty centres of excellence, clinical support services and primary care/general practitioner clinics. In doing so, it aims to develop a strong brand by ensuring high quality healthcare services throughout the network, thereby distinguishing the Group’s healthcare network from local competitors. To this end, the Group has partnered on certain projects with internationally recognised healthcare providers, such as Johns Hopkins Medicine International, Imperial College London and Laboratory Corporation of America Holdings. It also intends to adopt a patient-centric approach to healthcare, introducing hospitality-based elements such as interior-designed facilities. The Group intends to operate its healthcare business solely as a service provider, deriving fees primarily through the provision of medical services. The majority of the facilities are operated by third parties pursuant to long-term clinical operating agreements. To date, approximately 90 per cent. of the Healthcare business unit’s revenues is insurance-based or sourced from Government contracts. The Group intends to leverage its healthcare network by encouraging cross-referrals within the network as well as encouraging efficiencies through the deployment of common back office operations. For the six months ended 30 June 2009, the Healthcare reporting segment (which corresponds to the Healthcare business unit) generated operating income of AED 97.3 million and recorded a segment loss of AED 2.9 million. As at 30 June 2009, the Healthcare reporting segment had total assets of AED 309.6 million, equal to approximately 0.4 per cent. of the Group’s total assets. The table below shows certain information regarding the principal businesses within the Healthcare business unit as at 30 June 2009:

ICM:9316673.6 87 Percentage Accounting Name Description Ownership Treatment Specialist Diabetes Treatment & Specialty centre for diabetes 100.0 Full consolidation Research Centre LLC ...... Abu Dhabi Knee & Sports Knee and sports injury centre 100.0 Full consolidation Medicine Centre LLC......

Specialist Diabetes Treatment & Research Centre LLC At the end of 2004, the Group signed a framework agreement with Imperial College London for mutual co-operation in the fields of education, healthcare, research and development and industrial development. As part of this co-operation, the Imperial College London Diabetes Centre was constructed by the Company and commenced operations in August 2006 to address the demand for specialised treatment of diabetes in the UAE where the prevalence of the disease (more than 20 per cent. of UAE nationals) is among the highest in the world. The Company holds a 100.0 per cent. ownership interest in Specialist Diabetes Treatment & Research Centre LLC, which owns the diabetes centre, but contracts out the clinical operation of the centre to Imperial College London. The centre, which utilises on-site staff and expertise from Imperial College London, focuses on treatment, research and the importance of raising awareness about, and the management of, diabetes in the UAE.

Abu Dhabi Knee & Sports Medicine Centre LLC The Abu Dhabi Knee & Sports Medicine Centre was established by the Company and commenced operations in December 2006 and was one of the first healthcare facilities in the MENA region to specialise in the diagnosis and treatment of patients with knee and sports-related injuries. The Company holds a 100.0 per cent. ownership interest in the centre and operates the centre itself. The centre provides a full range of care from initial consultation through to surgery, rehabilitation and recovery. In 2007 and 2008, the centre conducted over 1,300 surgical procedures. The Abu Dhabi Knee & Sports Medicine Centre is currently located on leased premises in a private hospital, but the Company intends to relocate the centre in 2011 to a dedicated 50-bed facility in the Arzanah Medical Complex surrounding the Zayed Stadium in Abu Dhabi and located next to a number of new residential units and sporting facilities.

Other Projects The Healthcare business unit is undertaking a range of other projects. The Arzanah Medical Complex, which is expected to be operational in 2011, will include the Abu Dhabi Knee & Sports Medicine Centre, the 24-bed Wooridul Spine Centre, which is expected to be the first facility in the GCC dedicated to minimally invasive spinal care, and a Wellness and Diagnostic Centre, which is a multi-specialty medical facility to be operated by AsiaMedic Limited of Singapore, offering diagnostic imaging facilities and primary and secondary healthcare services. Also scheduled to open in 2010 is a national reference laboratory, developed in partnership with Laboratory Corporation of America Holdings, which is intended to provide centralised facilities for laboratory testing for hospitals and other healthcare facilities in Abu Dhabi and the UAE, and the Tawam Molecular Imaging Centre located in Al Ain and operated by Johns Hopkins Medicine International. This will be a state-of-the-art cancer diagnostic facility, planned to open in February 2010, and is expected to have the region’s first PET/CT diagnostic body imaging system and a Siemens Cyclotron particle accelerator. Construction has also commenced on a 360-bed hospital located on Sowwah Island to be operated in partnership with the Cleveland Clinic, which is expected to be completed in 2012.

MASDAR The Masdar Project aims to support and capitalise on the Government’s pledge that seven per cent. of Abu Dhabi’s installed power capacity will come from renewable sources by 2020. It currently encompasses a number of renewable energy and sustainable development projects and investments, and is expected to become one of the Group’s largest projects in terms of book value over the next five years. In December 2007, the Company incorporated Masdar as a wholly-owned private joint stock company under the name of Abu Dhabi Future Energy Company PJSC pursuant to Law No. 22 in order to carry out the Masdar Project and related initiatives, including investing or acquiring participations in companies in Abu Dhabi or abroad that are active in the renewable energy, energy efficiency, carbon reduction, carbon capture and storage and other forms of sustainability related technologies. The Masdar Project also includes the implementation of carbon emission reduction projects, the development of sustainable, low carbon emission real estate projects and the establishment and operation of a free zone on land granted by the Government.

ICM:9316673.6 88 Masdar has four primary objectives: • to be profitable; • to build the reputation of Abu Dhabi and Masdar as world leaders in renewable energy; • to foster the development of a knowledge based economy in Abu Dhabi; and • to reduce the carbon footprint of Abu Dhabi. Masdar has an investment committee, which proposes new investments and projects in order to ensure that the Masdar funds are invested in accordance with approved policies and procedures, which are separate from (although similar to) the Investment Committee policies and procedures. However, all Masdar investments are also ultimately submitted to the Investment Committee for approval. For the six months ended 30 June 2009, the New Energy Technology reporting segment (which principally comprises Masdar and the Masdar Project) generated segment operating income of AED 93.4 million and recorded a segment loss of AED 165.4 million. As at 30 June 2009, the New Energy Technology reporting segment had total assets of AED 4,051.1 million equal to approximately 5.1 per cent. of the Group’s total assets. Masdar operates through its business units: Property Development; Industries; Utilities and Asset Management; and Carbon Management. In addition the Masdar Institute of Science and Technology, a wholly-owned non-profit making subsidiary of Masdar, is engaged in education and research.

Property Development—Masdar City Masdar City is a six square kilometre development next to Khalifa City on the outskirts of Abu Dhabi city, which is expected to house approximately 50,000 residents in a designated Free Zone (FZ) and investment zone area. The land for Masdar City was granted to the Group by the Government in 2008 at no cost. The current plan is for Masdar to retain ownership of all developments and rent the properties to commercial tenants and their employees. In early 2009, Masdar secured GE as a tenant for 1,000 square metres of office space being constructed in Masdar City. The FZ is expected to accommodate up to 1,500 companies and will offer its tenants a package of incentives, including permission for 100 per cent. foreign ownership of companies incorporated in Masdar City and a tax-free environment. The plan for Masdar City includes facilities for the Masdar Institute of Science and Technology (the Masdar Institute) (see “—Masdar Institute of Science and Technology”), offices, hotels, residential and retail space, light industry, development units and laboratories. The city is intended to be an expression of Masdar’s vision, hosting a community leveraging the use of innovation in energy efficiency, sustainable practices, resource recycling, biodiversity, transportation and green building standards. Accordingly, the buildings in the FZ will be designed and constructed to provide a model for sustainable living and working. Masdar City has been designated as the interim headquarters of the International Renewable Energy Agency (IRENA), an organisation of more than 135 sovereign states established in January 2009 to promote a rapid transition towards the widespread and sustainable use of renewable energy on a global scale. IRENA will be sponsored by a grant from the Government and housed in the Masdar headquarters building which is currently under construction. Masdar City is scheduled to be built in seven phases. Construction commenced in 2008 on Phase 1 of the project, with the first building, housing the Masdar Institute, expected to be completed in the second quarter of 2010. The blueprint for Phase 1 also includes three hotels, 3,400 residential units and the Masdar headquarters building. Phase 1 is scheduled to be completed in five years and is expected to cost approximately U.S.$5 billion. Timing of the further six phases has not been set and will be driven principally by market demand. Masdar is currently undertaking an internal strategic review of the Masdar City project in order to define more carefully the timing and optimal design for the City and such review is expected to be completed by the second quarter of 2010. The plan for Masdar City’s transportation system, includes a light rail train (LRT) system linking Masdar City with the Al Raha Beach development, the city of Abu Dhabi and Abu Dhabi airport in order to move a large portion of the commuting population to Masdar City, a personal rapid transit system and metro stations. The city will also allocate space for soft transportation such as Segways and bicycles. In accordance with the Urban Framework Plan, the LRT is expected to be designed and developed by the Abu Dhabi Department of Transportation. Masdar is requesting that the LRT be constructed and operating by the end of 2015. Masdar City is expected to be powered by renewable energy. To this end, in connection with Phase 1 of the project, Masdar subcontracted the construction of a ten megawatt solar power plant to Environmena LLC. The plant, which is outfitted with solar panels supplied by the U.S.-based company First Solar, Inc. and the China-based company,

ICM:9316673.6 89 Suntech Power Holdings Co. Ltd., cost approximately U.S.$50 million and is expected to meet Masdar City’s initial energy needs during the construction of Phase 1 with surplus energy being sold to Abu Dhabi Distribution Company. The plant has been commissioned and is now in operation.

Industries Masdar’s Industries unit has invested in thin film photovoltaic technology through the construction of two wholly-owned thin film photovoltaic panel manufacturing plants (at a total cost of U.S.$600 million), one in Erfurt, Germany, with a capacity of 70 megawatts and one proposed plant in Abu Dhabi with a capacity of 70 megawatts. The first phase of the Erfurt plant has been completed. Masdar has sold its initial output and is in the process of securing sales agreements for its projected 2010 production from the Erfurt plant. Masdar’s Industries unit is also in the process of master planning a four square kilometre area to be used as an integrated location for various local manufacturing projects. These projects are expected to include the whole value chain of crystalline silicon technology, in addition to other supporting industries such as glass and industrial gases.

Utilities and Asset Management Masdar’s Utilities and Asset Management unit invests in both technology and projects of strategic importance to Masdar and the broader economic diversification of Abu Dhabi.

Technology investments Investments in technology are carried out through venture capital funds that target expansion stage companies in partnership with the private sector and through direct investments from the Company’s own balance sheet. In 2007, Masdar launched the first Masdar Clean Tech Fund (Clean Tech Fund I) in partnership with select strategic investors. Masdar owns 40.0 per cent. of Clean Tech Fund I, a U.S.$250 million fund that invests globally in the clean technology sector. The fund is fully committed with more than 16 investments across a broad range of innovative clean technology companies in solar, waste management, clean transportation, wind and efficiency sectors. Masdar is also planning to launch a second Masdar Clean Tech Fund (Clean Tech Fund II) with Deutsche Bank AG and potentially other participants. The fund is expected to be launched in 2010. In terms of direct technology investments, Masdar has also agreed to invest €120 million in WinwinD Oy (WinwinD), a Finnish wind turbine manufacturer with operations in Finland, Estonia and India. The investment is in the form of convertible debt, with €65 million invested in 2008, €25 million invested in March 2009, €15 million invested in the fourth quarter of 2009 and €15 million expected to be invested in 2010. The debt is convertible into shares representing a 50.0 per cent. equity stake in WinwinD. In May 2009, Masdar signed a heads of agreement with Eon Climate and Renewables GmbH with a view to forming an Abu Dhabi-based joint venture company focused on investments in international carbon abatement projects eligible under the Kyoto Protocol and, potentially, other greenhouse gas reduction schemes.

Project investments Masdar’s Utilities and Asset Management unit also invests in large-scale, capital-intensive energy and technology projects in order to assist the goal of Abu Dhabi to obtain seven per cent. of its installed power capacity from renewable sources by 2020. Masdar is developing the Shams 1 power project, a 100 megawatt concentrated solar power project to be located at Madinat Zayed between the coast and the oasis of Liwa. The plant is expected to be one of the largest solar power plants in the world. Masdar intends to sell the energy generated by the Shams 1 plant to ADWEA. Masdar is proposing to sell down its stake in the project to joint venture partners but intends to retain control of the joint venture. The cost of constructing the power plant is expected to be approximately U.S.$550 million, and the plant is expected to commence operations in 2012. Masdar is also at the front-end engineering and design (FEED) stage of developing an integrated natural gas-fed, hydrogen-fuelled power generation project with carbon capture in Abu Dhabi. The project is being implemented through a joint venture owned 60.0 per cent. by Masdar and 40.0 per cent. by Hydrogen Energy International (previously a 50/50 joint venture between British Petroleum plc and Rio Tinto plc but, since December 2009, wholly- owned by British Petroleum plc). The project is intended to produce low carbon electricity and carbon dioxide (CO2). The joint venture participants expect to sell approximately 400 megawatts of electricity per year to ADWEA and 1.7

ICM:9316673.6 90 million tonnes of CO2 per year to the Abu Dhabi Company for Onshore Oil Operations. The project is expected to cost U.S.$2.5 billion, with commercial operation of the plant scheduled for the third quarter of 2014. The potential benefits offered by the project include the opportunity for Abu Dhabi to become a leader in clean power generation and carbon storage and to play a lead role in the new hydrogen economy. Outside of Abu Dhabi, Masdar has acquired a 20.0 per cent. stake from E.ON Climate & Renewables Limited (E.ON) in an offshore wind farm project located more than 20 kilometres off the Kent and Essex coasts in the Thames estuary in the United Kingdom (the London Array Project). The other participants in the London Array Project are E.ON (which owns a 30.0 per cent. stake) and DONG Energy AS (which owns a 50.0 per cent. stake). When completed, the London Array Project is expected to be one of the world’s largest offshore wind farms with a total available capacity of 1,000 megawatts. The project is scheduled to be constructed in two phases. Under the current timetable for construction, the first phase (which is expected to involve 630 megawatts of installed capacity) is expected to commence in early 2010 and be completed in 2013. Total capital expenditure for the project is forecast to be approximately £2.0 billion. In addition, Masdar owns 40.0 per cent of Torresol Energy, a joint venture with Sener Grupo de Ingenieria S.A. of Spain to construct concentrated solar thermal power plants. Torresol Energy is developing the Gemasolar project, a 17 megawatt per year central power plant with thermal storage in Spain. Total investment in the Gemasolar project is approximately €240 million. Construction began in the third quarter of 2008 and is expected to last 29 months. The joint venture has also secured debt finance, construction contracts and commenced construction of two more concentrated solar power projects in Spain, the Valle 1 and Valle 2 projects, each of which is expected to consist of a 50 megawatt per year parabolic trough plant with thermal storage. The two projects are estimated to involve a total investment of approximately €680 million.

Carbon Management

Masdar’s Carbon Management unit is involved in the development of CO2 emission reduction projects in various countries around the world with a focus on the Middle East, North Africa and Central Asia. The Carbon Management unit aims to capitalise on market-driven incentives to promote environmentally friendly projects, such as the Kyoto Protocol’s Clean Development Mechanism (CDM), which offers tradable “carbon credits” against project-based emission reduction in developing countries, and to develop carbon emission reduction projects, with a particular focus on carbon capture and storage (CCS).

CDM solutions In terms of market-driven incentives, the Carbon Management unit offers project owners comprehensive CDM solutions, including technical assistance, project management and CDM advisory services that enable projects to be registered as recognised CDM projects by the United Nations and to generate carbon credits which can be traded. The unit focuses on projects utilising the CDM with various government and industry partners relating to oil and gas, power and renewable energy which cover technologies from energy efficiency to CO2 recovery. Current projects include CDM projects with ADNOC, ADWEA and other regional project owners. In January 2009, Masdar entered into a framework agreement with ADNOC to develop a series of projects to reduce carbon emissions from Abu Dhabi’s oil and gas facilities and monetise the emissions reduction under the CDM. As part of the agreement, Masdar will monitor the life cycle of CDM projects in ADNOC’s portfolio and assure their registration at the UN, the monitoring of emissions and the delivery of carbon credits. In addition, Masdar has also entered into a number of contracts with government owned oil and gas companies in the Gulf region for the purchase of emission reductions credits from potential CDM projects.

Carbon emission reduction projects Masdar’s Carbon Management unit also seeks to invest in carbon emission reduction projects. In spring 2008, the Carbon Management unit launched a project to develop a CCS network in Abu Dhabi. The first phase consists of building CO2 capture plants and related facilities in existing Abu Dhabi plants and related facilities and linking them by pipelines with the onshore oil reservoirs of ADNOC, where the CO2 will be re-injected to replace the natural gas currently used for pressure maintenance and to enhance oil recovery. The first phase, currently at the engineering and design stage, expected to cost approximately U.S.$3 billion and to capture around 5 million tonnes of CO2, is intended to be completed by the end of 2013.

Masdar Institute of Science and Technology The Masdar Institute is a post graduate-level scientific engineering institution located in Masdar City, which is focused on education and research in energy and sustainable technologies which are key aspects of the Masdar

ICM:9316673.6 91 initiative. The Masdar Institute is a non-profit making, operationally independent entity created under the same Law No. 22 as Masdar and is being established with the assistance of the Massachusetts Institute of Technology under a co-operative agreement signed in December 2006. The Masdar Institute is also managing a number of collaborative research projects with leading global scientific research institutions, including Imperial College London, the Tokyo Institute of Technology and the University of Waterloo in Canada. The Government is responsible for funding the operations of the Masdar Institute, which is a wholly-owned subsidiary of Masdar.

AGREEMENTS WITH GE In July 2008 the Company and GE entered into a framework agreement, subject to negotiation of definitive documents and receipt of required regulatory approvals, on a global partnership encompassing a broad range of initiatives. In addition, the Group announced its intention over time to become a significant shareholder of GE through open market share purchases, as conditions allow. See “—Other Investments” for further information on the Group’s investment in GE shares.

Global Commercial Finance Joint Venture In May 2009 the Company and GE announced the execution of a commercial finance joint venture agreement. GE and the Company are currently applying for certain legal and regulatory approvals needed prior to the commercial launch of the joint venture. Once approved, the joint venture will be headquartered in Abu Dhabi. GE and the Company each have agreed to allocate up to U.S.$4 billion in equity for the joint venture over a three-year period. The venture will have two strategic pillars: access to investment opportunities generated through GE Capital’s existing global origination platform; and building a Middle East & Africa platform with select focus areas aligned to both partners’ capabilities and regional presence. Ron Herman, who has been a GE employee for 25 years, most recently as Chief Executive Officer of Equity, has been nominated by GE and the Company to serve as chief executive officer of the venture.

Other initiatives Among other matters, the framework agreement envisaged the establishment by GE and the Group of a clean energy technology centre located in Masdar City which is intended to be an extension of GE’s global research network and is expected to house up to 100 technologists developing new sustainable energy, water and other environmental technologies. In the first half of 2009, GE signed an agreement for the first commercial lease for Masdar City, under which it will lease 1,000 square metres of office space to house the centre. See “Masdar—Property Development— Masdar City”. Also in May 2009, the Group and GE announced the establishment of a regional training centre, to be known as the Abu Dhabi Leadership Development Center (the Abu Dhabi LDC). The Abu Dhabi LDC will aim to develop the skills of high-performing business executives and leaders across the Middle East, Africa and near Asia region. It will form part of GE’s Global Learning Network and will leverage GE’s “Crotonville” leadership curriculum, as well as developing programmes addressing specific needs of the region. In June 2009, the Company and GE announced the execution of agreements that expand GE’s global network of MRO providers in the Middle East and further advance the Group's plans to build a global MRO network centred in Abu Dhabi.

OTHER INVESTMENTS The Group has made significant minority investments in several international companies. Many of these investments were made as part of joint venture relationships in the Group’s business units. The Group’s principal other investments as of 30 June 2009 include: • a 0.65 per cent. shareholding in GE valued at U.S.$803.6 million as of 30 June 2009. The Group has announced its intention to become a significant shareholder of GE through open market share purchases over time. See “Agreements with GE”; • an 19.9 per cent. shareholding in AMD valued at U.S.$414.1 million as of 30 June 2009. AMD is a leading U.S.-based provider of innovative microprocessor solutions for the computing, communications and consumer electronics markets. The Group also holds warrants which entitle it to subscribe 35 million additional shares in AMD at a price of U.S.$0.35 million. The investments in AMD form part of a broader initiative of the Government to introduce semiconductor manufacturing capabilities to Abu Dhabi;

ICM:9316673.6 92 • a 7.5 per cent. shareholding, valued at U.S.$811.5 million as of 30 June 2009, in Carlyle, a leading U.S.- based private equity company with approximately U.S.$85.0 billion in assets under management according to its 2008 annual report. In addition, the Group also agreed to commit up to U.S.$500 million in investments in investment funds managed by Carlyle; • an 18.9 per cent. shareholding, valued at U.S.$505.6 million as of 30 June 2009, in Aldar (approximately 486.2 million shares), a leading property development company in Abu Dhabi. In addition, the Group holds securities issued by Aldar which are convertible into approximately 341.2 million shares of Aldar; • a 24.9 per cent. shareholding, valued at U.S.$21.0 million as of 30 June 2009, in The John Buck Company, a leading commercial real estate developer based in Chicago; • an investment in convertible debt instruments, valued at U.S.$227.5 million as of 30 June 2009, issued by Related Mezz, and a right to co-invest in future real estate developments undertaken by Related Companies, a leading privately owned real estate development firm in the United States; and • a 25.0 per cent. interest, valued at U.S.$920.9 million as of 30 June 2009, in GMH, whose shareholders include Volkswagen Bank AG and the Olayan Group. In December 2008 the Group exercised its put option to sell its stake to Volkswagen Bank AG under the joint venture agreement and the sale is expected to be completed in 2010. GMH is the parent company of LeasePlan, the partner in the Group’s fleet management and vehicle leasing joint venture Leaseplan Emirates.

COMPETITION The Group’s principal objective is to act as a business development and investment company to lead Abu Dhabi’s development strategy, and as such it does not believe that it faces significant competition in carrying out this mandate. Its role in the development in the Abu Dhabi economy is different from other Abu Dhabi investment vehicles such as ADIA, whose mandate is to invest the Government’s surpluses across various asset classes in the international markets, typically in minority investments, and ADIC, which focuses on investments within the UAE. It is also different from more specialised entities, such as IPIC, which principally invests in oil and gas interests, the Abu Dhabi National Energy Company PJSC (TAQA), which focuses solely on energy and utility related projects, TDIC, which is a developer of tourism and real estate assets in Abu Dhabi, and Invest AD, which focuses on the financial services sector. However, certain of the Group’s business units and/or managed investments face competition in their specific business areas and the nature and extent of this competition, and its effect on the Group as a whole, varies depending on the business concerned. Management believes that the diversification of the Group’s activities offers a level of protection against the adverse effects of one or more of its projects or investments facing significant competition in their sphere of operations.

INTELLECTUAL PROPERTY The ownership and control of intellectual property generated by Group companies is an important consideration for the Group when negotiating new joint ventures. Broadly, where practicable, the Group seeks to ensure that any intellectual property developed remains in the ownership of the joint venture and also aims to ensure that such intellectual property is protected against infringement using appropriate tools available.

INFORMATION TECHNOLOGY The Group seeks to ensure that its IT systems and software meet the requirements of its business, are effectively maintained and are kept up to date. The Company has an on-line document management system that is available 24 hours a day and seven days a week, and its in-house IT team is responsible for IT support and maintenance. The Company has implemented the Oracle enterprise resource planning system to improve its internal controls and is seeking to ensure that its jointly controlled entities and subsidiaries have the appropriate links to the central system. The Group’s IT systems are implemented and maintained by Injazat, one of the Group’s portfolio companies. See “—Business Units—Information, Communications & Technology—Injazat”.

PROPERTY In addition to the properties owned by the Group and described above, the Group’s principal property is its headquarters, located at Al Mamoura Building, in the city of Abu Dhabi. The Group leases the office space for its headquarters, but owns the land on which its headquarters building is located, which was granted to the Group by the Government. The Group believes that its current facilities are adequate for its present and future operations.

ICM:9316673.6 93 ENVIRONMENT The Group is committed to complying with or exceeding industry standards of all relevant environmental rules and regulations in the jurisdictions in which it operates. The Abu Dhabi Municipality is the body responsible for overseeing compliance with environmental regulations in Abu Dhabi. These responsibilities are carried out through the Abu Dhabi Environmental Agency which approves all permits, carries out environmental impact assessments and reviews construction environmental management plans. The Group aims to develop its properties in a way that provides for the long-term sustainability of the environment. Certain of the activities in which the Group engages are subject to higher levels of environmental regulation, including oil and gas exploration and production activities, manufacturing activities such as aluminium smeltering, solar panel manufacturing and real estate development. Currently, the Group is in the process of developing environmental management procedures at its Abu Dhabi Headquarters, where a waste recycling system has already been introduced and a Group level Health, Safety and Environment policy. Environmental sustainability is both a goal and business strategy of the Group. Its cornerstone environmental and energy investment is the Masdar Project, a multi-billion dollar strategic initiative, which intends to develop sustainable renewable energy solutions, diversify Abu Dhabi’s economy and enhance Abu Dhabi’s human capital. See “Description of the Group—Masdar”. As at the date of this Base Prospectus, no material environmental claims have been made or asserted against the Group.

COMMUNITY The Group takes its responsibilities as a corporate citizen seriously. As part of its mandate to benefit society, the Group has instituted a corporate social responsibility (CSR) programme and supports a variety of educational and cultural projects in Abu Dhabi and elsewhere in the UAE. The Group is a significant contributor to the Emirates Foundation, a charitable foundation established to foster a philanthropic culture of public-private partnerships in the UAE and to develop and support community activities in education, research and development, arts and culture and social and environmental development. The Group may make additional donations to the Emirates Foundation in the future. Through the Emirates Foundation, the Group supports two projects under the Tawteen initiative, which seeks to break down social and cultural obstacles to self-development and access to skills by underrepresented groups. The first project focuses on career guidance counseling. The second project targets vocational awareness."

ICM:9316673.6 94 MANAGEMENT AND EMPLOYEES

The following section shall be deemed to replace the section entitled "Management and Employees".

"MANAGEMENT AND EMPLOYEES

MANAGEMENT Board of Directors Decree No. 12 provides that the Company shall be managed by the Board which is required to consist of a chairman and at least five other directors, each of whom is to be appointed by an Emiri decree for a renewable term of five years.

The Board currently comprises the seven directors listed below:

Name Title Term Expires His Highness Sheikh Mohamed bin Zayed Al Nahyan...... Crown Prince of Abu Dhabi 2011 and Chairman Mohammed Ahmed Al Bowardi ...... Vice Chairman 2011 Ahmed Ali Al Sayegh...... Board Member 2011 Hamad Al Hurr Al Suwaidi...... Board Member 2011 Nasser Ahmed Khalifa Alsowaidi ...... Board Member 2011 Mohamed Saif Al Mazrouei...... Board Member 2011 Khaldoon Khalifa Al Mubarak...... CEO and Managing Director 2011 The Articles require that at least four Board meetings should be held in each year. In practice, Board meetings are generally held at least six times a year. The quorum at each meeting is a majority in number of the directors. The Articles provide that the Board shall have all the powers and authorities generally granted by law to shareholders of public joint stock companies and, without limitation, that the Board can borrow money, charge the Company’s assets, commence or settle any litigation, approve budgets and capital and investment expenditure and appoint and dismiss senior executives without the need for obtaining the approval of any other person. The business address of each of the members of the Board is PO Box 45005, Abu Dhabi, UAE. The Board guides the strategic direction of the Company and regularly reviews the Group’s operating and financial position. The Board ensures that the necessary resources are in place to enable the Company to meet its strategic objectives and monitors the performance of management and aims to ensure that the strategy, policies and procedures adopted are in the long-term benefit of the Emirate, in line with the Company’s mandate. Brief biographies of each of the members of the Board are set out below:

His Highness Sheikh Mohamed bin Zayed Al Nahyan H.H. Sheikh Mohamed bin Zayed Al Nahyan is the Crown Prince of Abu Dhabi and the Chairman of the Board of Directors of the Company. H.H. Sheikh Mohamed bin Zayed Al Nahyan also serves as Deputy Supreme Commander of the UAE Armed Forces, Chairman of the Abu Dhabi Executive Council, member of the Supreme Petroleum Council, Chairman of the Abu Dhabi Council for Economic Development, Chairman of the Abu Dhabi Urban Planning Council, and Chairman of the Abu Dhabi Education Council. H.H. Sheikh Mohamed bin Zayed Al Nahyan completed his formal education in the UAE and in the United Kingdom, graduating from the Royal Military Academy at Sandhurst, United Kingdom.

Mohammed Ahmed Al Bowardi Mr Al Bowardi’s principal responsibilities outside the Company are Secretary-General and Member of the Abu Dhabi Executive Council, Chairman of the Abu Dhabi Award for Excellence in Government Performance, board member and Managing Director of the Environment Agency and board member of the UAE Offsets Programme Bureau, Dolphin Energy, Union National Bank PJSC and ADWEA. Mr Al Bowardi holds a degree in History and Political Science from Lewis & Clark College, U.S.A.

ICM:9316673.6 95 Ahmed Ali Al Sayegh Mr Al Sayegh’s principal responsibilities outside the Company are Chairman of Aldar, CEO of Dolphin Energy, Chairman of Masdar and board member of a number of private and governmental associations including the UAE Offsets Programme Bureau, ADWEA, Etihad Airways, First Gulf Bank PJSC and the Emirates Foundation. Mr Al Sayegh holds a degree in Economics and Finance from Lewis & Clark College, U.S.A.

Hamad Al Hurr Al Suwaidi Mr Suwaidi’s principal responsibilities outside the Company are Under-Secretary of the Department of Finance of the Government, board member of ADIA, Chairman of Abu Dhabi National Energy Company PJSC (TAQA) and Chairman of the Financial Support Fund for Farm Owners in Abu Dhabi. He is also a member of the Supreme Petroleum Council and of the Abu Dhabi Executive Council. Mr Al Suwaidi holds a Master of Business Administration in Finance from California State University and a Bachelor of Business Administration from the Dominican University, both in the U.S.A.

Nasser Ahmed Khalifa Alsowaidi Mr Alsowaidi’s principal responsibilities outside the Company are as a member of the Abu Dhabi Executive Council, Chairman of the Abu Dhabi Department of Planning and Economy, Chairman of the Abu Dhabi Securities Exchange and Chairman of Abu Dhabi Ports Company PJSC. He is also Chairman of the National Bank of Abu Dhabi PJSC and a board member of Aldar. Mr Alsowaidi holds a degree in Economics from the California State Polytechnic University, U.S.A.

Mohamed Saif Al Mazrouei Mr Al Mazrouei’s principal responsibilities outside the Company are board member of and advisor to the Chairman of the UAE Offsets Programme Bureau. He also serves on the boards of Dolphin Energy, the Abu Dhabi Tourism Authority, TDIC and ADWEA. Mr Al Mazrouei holds a degree in Business Administration from the University of La Verne, U.S.A.

Khaldoon Khalifa Al Mubarak Mr Al Mubarak’s principal responsibilities outside the Company are Chairman of the Abu Dhabi Executive Affairs Authority, a specialised Government agency mandated to provide strategic policy advice to the Chairman of the Abu Dhabi Executive Council, Chairman of the Emirates Nuclear Energy Corporation, Chairman of the Abu Dhabi Media Zone Authority, Vice Chairman of the Abu Dhabi Urban Planning Council and member of each of the Abu Dhabi Education Council, the Abu Dhabi Executive Council, the Abu Dhabi Executive Committee and the Abu Dhabi Council for Economic Development. He is Chairman of each of EMAL andAbu Dhabi Motorsport Management LLC, Vice Chairman of Piaggio Aero and a board member of Dolphin Energy, First Gulf Bank PJSC, Emirates Aluminimum International and Aldar. Mr Al Mubarak is also a member of the board of trustees of each of New York University, Zayed University and the Golden Web Foundation as well as Co-Chairman of the US-UAE Business Counsel and the Abu Dhabi Singapore Joint Forum. Mr Al Mubarak holds a degree in Economics and Finance from Tufts University, U.S.A.

Senior Management The CEO and Managing Director of the Company is authorised to represent the Company in all matters necessary or convenient for the proper management, supervision and direction of the Company’s business and affairs pursuant to a power of attorney granted by the Chairman of the Board. In accordance with the Company’s Delegation of Authority, the CEO has delegated part of his powers pursuant to a power of attorney to the COO, CFO and General Counsel to assist in the day to day management and operation of the Company. The business address of each of the members of senior management named below is PO Box 45005, Abu Dhabi, UAE.

ICM:9316673.6 96 The members of the Company’s senior executive management comprise:

Name Title Khaldoon Khalifa Al Mubarak...... CEO and Managing Director Waleed Ahmed Al Mokarrab Al Muhairi ...... COO Carlos Obeid ...... CFO Samer Halawa ...... General Counsel and Company Secretary Hani Barhoush...... Executive Director, Acquisitions Moiz Chakkiwala ...... Associate Director, Finance Laurent Depolla...... Executive Director, Services Mark Erhart...... Executive Director, Healthcare Fatema Hafeez...... Associate Director, Human Resources and Administration Matthew Hurn ...... Executive Director, Group Treasurer Joe Ioculano ...... Head of Internal Audit and Audit Committee Secretary Maurizio La Noce...... CEO, Mubadala Oil & Gas and Executive Director, Energy & Industry Rod Mathers...... CEO, Mubadala Infrastructure

Ajit Naidu ...... Chief Information Officer Alexej Ogorek ...... Executive Director, Strategic Planning and Portfolio Management Derek Rozycki...... Executive Director, Project & Corporate Finance Homaid Al Shemmari...... Associate Director, Aerospace John A. Thomas...... Executive Director, Real Estate & Hospitality Kate Triggs ...... Executive Director, Communications Jassem Al Zaabi...... Executive Director, Information, Communications & Technology Brief biographies of each of the members of senior management (other than Khaldoon Khalifa Al Mubarak) are set out below:

Waleed Ahmed Al Mokarrab Al Muhairi Waleed is the Company’s Chief Operating Officer and a member of the Investment Committee. His primary responsibilities are to oversee the Company’s operational and business development activities. Prior to joining the Company, Waleed worked with the UAE Offsets Programme Bureau as a senior projects manager. He also spent a number of years as a consultant at McKinsey & Company, advising on a range of industrial and governmental projects. Education: Bachelor of Science in Foreign Service from Georgetown University, Edmund A. Walsh School of Foreign Service; Masters in Public Policy from Harvard University, both in the U.S.A. Board Positions: Chairman of Yahsat, Mubadala Infrastructure Partners and Advanced Technology Investment Company; Vice Chairman of LeasePlan Corporation N.V. and Tabreed; board member of Advanced Micro Devices (AMD), Emirates Telecommunication Integrated Company (du) and Masdar. Government Positions: Chairman of Abu Dhabi General Services Company (Musanada); Director General of the Abu Dhabi Council for Economic Development.

Carlos Obeid Carlos is the Company’s Chief Financial Officer and a member of the Investment Committee. Carlos was responsible for establishing the Company’s organisational structure and now oversees its corporate functions. This includes legal, finance, project finance, strategic planning and portfolio management, human resources and administration, and management information systems. Carlos joined the Company from the UAE Offsets Programme Bureau where he led a wide range of projects in areas such as privatisation, utilities and financial services. Education: Bachelor of Science in Electrical Engineering from the American University of Beirut, Lebanon; Master of Business Administration from INSEAD, France. Board Positions: Chairman of John Buck International Properties LLC, Mubadala CapitaLand Real Estate LLC and Abu Dhabi Knee & Sports Medicine Centre LLC; Director of KOR Hotel Group, Al Waha Capital PJSC, Yahsat, LeasePlan Corporation N.V. and Masdar.

ICM:9316673.6 97 Samer Halawa Samer is the Company’s General Counsel and Company Secretary in addition to being a member of the Investment Committee. As General Counsel and Company Secretary, Samer is responsible for the Company’s legal affairs, corporate governance and compliance. Prior to joining the Company, Samer practiced law in Dubai, during which time he headed the Corporate and Commercial Law practice of Habib Al Mulla & Co., a well established Dubai law firm. As a member of the Jordanian Bar Association, Samer practices a wide variety of international and local corporate and commercial law, specialising in cross-border M&A. Education: Bachelor’s degree in Law from the Faculty of Law, University of Jordan.

Hani Barhoush Hani is the Executive Director of the Company’s Acquisitions unit. Prior to joining the Company, Hani was a member of Merrill Lynch’s investment banking team in New York where he focused on mergers and acquisitions. Education: Harvard Law School and John F. Kennedy School of Government, Harvard University; Edmund A. Walsh School of Foreign Service, Georgetown University, both in the U.S.A.

Moiz Chakkiwala Moiz is the Associate Director, Finance. Moiz has responsibility for the entire finance function, including statutory audit and reporting, planning and budgeting, management reporting and transaction processing within a robust internal control environment. Prior to joining the Company, Moiz was an audit manager at KPMG in Abu Dhabi. He is a qualified Chartered Accountant from the Institute of Chartered Accountants of India.

Laurent Depolla Laurent is the Executive Director of the Company’s Services business unit. Laurent joined the Company from the UAE Offsets Programme Bureau. Prior to that he worked for Booz Allen Hamilton in the Middle East. Education: Bachelor of Arts in Economics from McGill University, Canada; Master of Business Administration from the ESSEC Graduate School of Management, France. Board Positions: Chairman of LeasePlan Emirates LLC; Director of Emirates Ship Investment Company LLC, Al Taif Technical Services PSC and Abu Dhabi Finance PSC.

Mark Erhart Mark is the Executive Director of the Company’s Healthcare business unit. Before joining the Company, Mark was responsible for corporate development at Parkway Health, a Singapore-based company that owns and operates the largest fully integrated healthcare delivery network in Asia. Education: Bachelor of Arts Degree in Economics and Finance from the University of Puget Sound; Juris Doctorate Degree from the University of Washington School of Law, U.S.A. Board Positions: Chairman of Specialist Diabetes Treatment & Research Centre LLC; Director of Abu Dhabi Knee & Sports Medicine Centre LLC and Tawam Molecular Imaging Centre.

Fatema Hafeez Fatema is the Associate Director, Human Resources and Administration. Fatema is responsible for providing best practice human resource solutions and support in the areas of human capital resourcing, compensation and benefits, learning and development and performance management. Before joining the Company, Fatema spent over 11 years at the UAE Offsets Programme Bureau as their Human Resources and Administration Manager. Prior to that, she worked for Standard Chartered Bank in Dubai and Gulf Bank in Kuwait. Education: Master of Business Administration from the University of Hull, UK.

ICM:9316673.6 98 Matthew Hurn Matthew is Executive Director and Group Treasurer, responsible for treasury and corporate funding, financial risk management, tax, insurance and investor relations. Prior to joining the Company, Matthew was the Group Treasurer of DSG international plc (formerly Dixons Group), where he developed the company’s treasury framework and strategy to accommodate its overseas expansion. Matthew has worked in the treasury industry for over 17 years in both the public and private sector. He is a qualified and elected member of the Council and Vice President of the Association of Corporate Treasurers.

Joe Ioculano Joe is the Company’s Head of Internal Audit and Audit Committee Secretary. As the Head of Internal Audit, Joe is responsible for providing reasonable assurance that the Company’s internal controls promote efficiency and reduce the risk of asset loss, as well as help ensure the reliability of financial statements and compliance with laws and regulations. Prior to joining the Company, Joe held various senior management positions with responsibilities across Europe and Asia including Head of Internal Audit, Chief Information Officer and Head of Strategic Initiatives with London Stock Exchange and New York Stock Exchange listed companies. Education: Bachelor of Business degree major in Finance from the Royal Melbourne Institute of Technology, Australia; Qualified Chartered Accountant with the Institute of Chartered Accountants Australia.

Maurizio La Noce Maurizio is the Executive Director of the Energy & Industry business unit and Chief Executive Officer of the newly established Mubadala Oil & Gas business unit. Maurizio has over 25 years of experience in the energy industry, with the last 15 primarily devoted to the management and development of multi-billion dollar projects in the Middle East. Education: Degree in Industrial Electronics from ‘A. Beltrami’, Italy; Attended College of Petroleum Studies in Oxford, UK. Board Positions: Board member of Masdar, GlobalFoundries, Emirates Aluminium Company Limited (EMAL), Pearl Energy Limited, Spyker Cars N.V., Mubadala Petroleum Services Company LLC and SMN Barka Power Company SAOC.

Rod Mathers Rod is the Chief Executive Officer of the Mubadala Infrastructure business unit. Prior to joining the Company, Rod worked in London as a development director for Jarvis, a national developer, where he led PPP projects in both the education and health sectors. He is a chartered civil engineer with over 20 years of design and construction experience. Education: Bachelor of Science Degree with Honors in Civil Engineering from Heriot Watt University, Edinburgh; Bachelor of Law Degree with Honours from the Open University and College of Law and Masters of Business Administration from the Open University Business School, all in the UK. Board Positions: Board member of Al Hikma Development Company PSC, Khadamat Facilities Management Company LLC and Manhal Development Company PSC.

Ajit Naidu Ajit is the Chief Information Officer and responsible for the strategy, planning and execution of all aspects of its systems and technology infrastructure across businesses and functions of the Company. Prior to joining the Company, Ajit worked for Merrill Lynch where he was Managing Director and Chief Technology Officer, Global Markets and Investment Banking Division. Ajit has worked in the technology and financial services industry for over 18 years and, prior to joining Merrill Lynch, held various software engineering and management roles in Litton Industries, Texas Instruments and Bell Northern Research. Education: Bachelor of Engineering in Computer Engineering from Mysore University, India; Master of Science in Computer Science from Virginia Polytechnic Institute and State University, U.S.A.

ICM:9316673.6 99 Alexej Ogorek Alexej is the Executive Director, Strategic Planning and Portfolio Management. Before joining the Company, Alexej was the Chief Financial Officer for the Red Monitor Group, a financial services group in Austria. Alexej has over 18 years of experience in the global capital markets, having worked across Western Europe and the UK in management consulting, investment banking, private equity and operative management in a chief financial officer capacity. Education: Bachelor of Science in Economics from the London School of Economics; Master of Philosophy in Mathematics from Cambridge University, both in the UK.

Derek Rozycki Derek is Executive Director, Project & Corporate Finance. Derek is responsible for the development and execution of comprehensive financing strategies for the Company. He is also responsible for co-ordinating the Company’s diverse and growing global financial institution relationships. Before joining the Company, Derek worked for Barclays Capital in the investment banking relationship management, structured finance and credit risk management business units. He headed Barclays Capital’s Abu Dhabi operations and later helped to manage the company’s Gulf-based activities. Education: Bachelor of Arts in Economics and Business Administration from the University of Vermont, U.S.A. Board Positions: Board member of LeasePlan Emirates LLC.

Homaid Al Shemmari Homaid is the Associate Director of the Company’s Aerospace business unit. Prior to joining the Company, Homaid was a Lieutenant Colonel in the UAE Armed Forces in the areas of military aviation, maintenance, procurement and logistics. Education: Bachelor of Science Degree in Aeronautical Engineering from Embry Riddle Aeronautical University in Daytona Beach, U.S.A. Board Positions: Chairman of Horizon and Abu Dhabi Autonomous Systems Investment; Board member of Abu Dhabi Ship Building PJSC, Piaggio Aero and Yahsat.

John A. Thomas John is the Executive Director of the Company’s Real Estate & Hospitality business unit. John joined the Company from Shearman & Sterling LLP where he practiced law as a corporate/commercial/projects attorney. Education: Bachelor of Science Degree from the University of Toronto; Bachelor of Laws Degree from the University of Ottawa, both in Canada. Board Positions: Board member of The John Buck Company LLC, John Buck International Properties LLC, Global Capital and Development Sdn Bhd, KOR Hotel Group and Mubadala CapitaLand Real Estate LLC.

Kate Triggs Kate is the Executive Director, Communications. Kate oversees a strategic, integrated communications programme that supports the business objectives of the Company. Prior to joining the Company, Kate was Executive Vice President at Edelman, the world’s largest independent public relations company, where she had regional operational responsibility and was also Managing Director for the European Health business. Kate has over 20 years of communications consultancy experience both in the UK and U.S.A., working with major global corporations.

Jassem Al Zaabi Jassem is the Executive Director of the Company’s Information, Communications & Technology business unit.

ICM:9316673.6 100 Before joining the Company, Jassem worked for Thuraya Satellite Communications Company as a business development area manager in the GCC region and Egypt. Education: Bachelor of Business Administration from the Ajman University of Science and Technology, UAE. Board Positions: Board member of Emirates Telecommunication Integrated Company (du), TwoFour54 (Abu Dhabi Media Zone), Abu Dhabi Ship Building PJSC and Advanced Technology Investment Company.

REMUNERATION The total remuneration paid to the Company’s Directors and its senior officers (excluding short-term and post- employment benefits) for the year ended 31 December 2008 amounted to AED 25.6 million.

CONFLICTS There are no conflicts of interest between the duties of the members of the Board and senior management listed above to the Company and their private interests or other duties.

CORPORATE GOVERNANCE The Company is committed to developing the highest standards of corporate governance and seeks to maintain the standards set out in the UK Combined Code on Corporate Governance and relevant guidance from the Institute of Chartered Secretaries and Administrators. Responsibility for adopting these standards rests with the Board of Directors, and the Board recognises the importance of this responsibility. The Board believes that the governance of the Company is best achieved through the delegation of certain of its authority for executive management to the CEO and other members of the Investment Committee, subject to monitoring by the Board and the limitations defined in the Company’s Delegation of Authority manual. The Board’s governance mandate deals with its relationship with its shareholder and executive management, the conduct of the Board’s affairs and the tasks and requirements of Board committees. The Board also monitors the Company’s focus and commitment to activities that promote its shareholder’s interests, including in particular the active consideration of strategy, risk management and compliance. The CEO describes to the Board in the Annual Business Plan and Budget how the Company’s strategy is to be delivered, together with an assessment of risk and compliance issues. During the year, the Board monitors the progress made in achieving the goals set out in the Annual Business Plan. The CEO is obliged to review and discuss with the Board all strategic projects and developments and all material matters currently or prospectively affecting the Company and its performance in accordance with the Delegation of Authority. The Company is determined that it should operate in an environment that promotes best practice. The Company is currently developing a number of policies and guidance documents to assist it in meeting this objective. To this end, to date, it has developed amongst other things: • a Code of Conduct and Business Ethics dealing with, amongst other things, employee conduct at work, conflicts of interest and insider trading; • a Document Retention Policy; and • a Code of Market Conduct dealing with insider trading and market abuse. In addition, the Company is in the process of developing a standard set of comprehensive corporate governance and compliance principles to govern both the Company and its joint ventures based on best practice. The Company Secretary and General Counsel, Samer Halawa, is responsible for overseeing the Group’s corporate governance and compliance functions. The Company is taking steps to appoint a dedicated compliance manager who will report directly to the General Counsel. It is also in the process of developing internal audit and Enterprise Risk Management functions.

Committees Audit Committee The Audit Committee comprises three Board members. The current members are Hamad Al Hurr Al Suwaidi, Nasser Ahmed Khalifa Alsowaidi and Mohamed Saif Al Mazrouei. The Audit Committee is mandated by the Board to

ICM:9316673.6 101 oversee the financial activities of the Company. Audit Committee meetings include members of the Company’s staff as well as external auditors where these are considered appropriate in assisting the Audit Committee in its work. The Audit Committee reports to the Board on financial matters, which include the following review and monitoring the following functions: • recommendation of appointment of external auditors; • integrity of financial statements; • internal financial control and risk management systems; • oversight of external audit process; • independence of external auditors and the provision of non-audit services; and • performance of internal audit department. The Audit Committee meets as frequently as required, but at least four times annually following receipt by the Company of the half-year accounts and the final annual audited accounts.

Investment Committee The Investment Committee is responsible to the Board for developing and monitoring the Company’s investment strategy and for the overall performance of the Company and for managing the Company’s businesses, as defined by the Investment Committee Charter. The mandate of the Investment Committee, as approved by the Board, is to: • develop the overall investment policies of the Company to be approved by the Board and establish relevant investment guidelines; • ensure that the Company’s funds are invested in accordance with the Annual Business Plan and Budget; and • examine matters that require the approval of the Board and adopt the appropriate recommendations and executive decisions in respect thereof. The Investment Committee comprises the CEO, the COO, the CFO and the General Counsel. The Investment Committee is assisted by a dedicated corporate secretary. The Investment Committee, on average, meets three to four times a month.

Remuneration Committee The Company’s Remuneration Committee is responsible for non-Board level remuneration and compensation. The Remuneration Committee is chaired by the CEO and includes the COO, CFO, head of Human Resources and Administration together with the General Counsel. The Remuneration Committee’s overall responsibility is to develop a remuneration policy to attract, retain and motivate those people of the highest calibre who have the skills needed to achieve the Company’s objectives year on year and which balances the interests of the Company and its employees.

EMPLOYEES As at 30 June 2009, the Company had 534 employees. The number of employees by unit as at 30 June 2009 was as follows:

Department Number Finance & Corporate Affairs...... 230 Acquisitions ...... 22 Oil & Gas...... 52 Energy & Industry...... 39 Real Estate & Hospitality...... 39 Infrastructure...... 39 Services...... 15 Aerospace ...... 59 Information, Communications & Technology...... 12

ICM:9316673.6 102 Healthcare...... 22 CEO’s Office...... 3 COO’s Office ...... 2 Total...... 534 The number of employees by geographic location as at 30 June 2009 was as follows:

Department Number UAE...... 525 Oman ...... 6 Libya...... 3 Total...... 534 The Group undertakes initiatives to motivate employees to contribute to its success through bonus programmes. In accordance with the laws of the UAE, the Group provides end of service benefits to non-UAE national employees. Under UAE law, the entitlement to these benefits is based upon the employee’s length of service and the completion of a minimum service period. The expected costs of these benefits are accrued over the period of employment. With respect to UAE national employees, the Group contributes to the Abu Dhabi Retirement Pensions and Benefits Fund calculated as a percentage of the UAE national employees’ salaries. These obligations are limited to these contributions, which are expensed when due. The Group aims to continue to invest in human capital, training and development in order to carry out its planned expansion and growth in years to come. In addition, the Group is actively recruiting and intends to increase its employee headcount significantly in the next 12 months."

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