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Supplement Dated 14 January 2010 to the Base Prospectus Dated 28 April 2009

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Supplement Dated 14 January 2010 to the Base Prospectus Dated 28 April 2009 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.
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