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BASE PROSPECTUS MDC – GMTN B.V. (incorporated with limited liability in The Netherlands, having its corporate seat in Amsterdam) Global Medium Term Note Programme unconditionally and irrevocably guaranteed by Mubadala Development Company PJSC (incorporated with limited liability in the Emirate of Abu Dhabi, United Arab Emirates) Under this Global Medium Term Note Programme (the Programme), MDC – GMTN B.V. (the Issuer) may from time to time issue notes (the Notes) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). The payments of all amounts due in respect of the Notes will be unconditionally and irrevocably guaranteed by Mubadala Development Company PJSC (the Company or the Guarantor). Notes may be issued in bearer or registered form (respectively Bearer Notes and Registered Notes). The Notes may be issued on a continuing basis to one or more of the Dealers specified under “Overview of the Programme” and any additional Dealer appointed under the Programme from time to time (each a Dealer and together the Dealers), which appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see “Risk Factors” on page 10. Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the UK Listing Authority) for Notes issued under the Programme during the period of 12 months from the date of this Base Prospectus to be admitted to the official list of the UK Listing Authority (the Official List) and to the London Stock Exchange plc (the London Stock Exchange) for such Notes to be admitted to trading on the London Stock Exchange’s regulated market. References in this Base Prospectus to Notes being listed (and all related references) shall mean that such Notes have been admitted to trading on the London Stock Exchange’s regulated market and have been admitted to the Official List or such other or further stock exchanges or markets as may be specified in the applicable Final Terms. The London Stock Exchange’s regulated market is a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive). Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under “Terms and Conditions of the Notes”) of Notes will be set out in a final terms document (the Final Terms) which, with respect to Notes to be listed on the London Stock Exchange, will be delivered to the UK Listing Authority and the London Stock Exchange. The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the Issuer, the Guarantor and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. Neither the Notes nor the guarantee of the Notes (the Guarantee) have been or will be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or any U.S. state securities laws and the Notes may not be offered or sold in the United States or to, or for the account or the benefit of, U.S. persons unless an exemption from the registration requirements of the Securities Act is available and the offer or sale is made in accordance with all applicable securities laws of any state of the United States and any other jurisdiction. The Notes are being offered and sold outside the United States to non-U.S. persons in reliance on Regulation S (Regulation S) under the Securities Act and within the United States only (i) to persons who are both “qualified institutional buyers” (QIBs) in reliance on Rule 144A (Rule 144A) under the Securities Act and “qualified purchasers” within the meaning of Section 2(a)(51)(A) of the United States Investment Company Act of 1940, as amended (the Investment Company Act), and the rules and regulations thereunder (each a QP)or (ii) to persons who are both “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) that are institutions (Institutional Accredited Investors) and who execute and deliver an IAI Investment Letter (as defined in “Terms and Conditions of the Notes”) in which they agree to purchase the Notes for their own account and not with a view to the distribution thereof and QPs. Neither the Issuer nor the Guarantor has registered and neither intends to register as an investment company under the Investment Company Act, in reliance on the exemption provided by Section 3(c)(7) thereof. See “Form of the Notes” for a description of the manner in which Notes will be issued. Registered Notes are subject to certain restrictions on transfer, see “Subscription and Sale and Transfer and Selling Restrictions”. Arrangers and Dealers Barclays Capital Citi Goldman Sachs International HSBC National Bank of Abu Dhabi Standard Chartered Bank Dealers SOCIETE GENERALE The Royal Bank of Scotland The date of this Base Prospectus is 13 April 2011. This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the Prospectus Directive). The Issuer and the Guarantor accept responsibility for the information contained in this Base Prospectus. To the best of the knowledge of the Issuer and the Guarantor (each having taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Each Tranche of Notes will be issued on the terms set out herein under “Terms and Conditions of the Notes” as amended and/or supplemented by the applicable Final Terms. This Base Prospectus must be read and construed together with any amendments or supplements hereto and with any information incorporated by reference herein and, in relation to any Tranche of Notes which is the subject of Final Terms, must be read and construed together with the applicable Final Terms. Subject as provided in the applicable Final Terms, the only persons authorised to use this Base Prospectus in connection with an offer of Notes are the persons named in the applicable Final Terms as the relevant Dealer or the Managers (as defined in the applicable Final Terms), as the case may be. Copies of Final Terms will be available from the registered office of the Issuer and the specified office set out below of each of the Paying Agents (as defined under “Terms and Conditions of the Notes”). This Base Prospectus must be read in conjunction with all documents which are deemed to be incorporated herein by reference (see “Documents Incorporated by Reference”). This Base Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Base Prospectus. Certain information under the headings “Risk Factors”, “Overview of the UAE and Abu Dhabi”, “Relationship with the Government”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Group”, “Description of the Group” and “Book-entry Clearance Systems” has been extracted from information provided by the Organization of the Petroleum Exporting Countries (in the case of “Risk Factors”, “Overview of the UAE and Abu Dhabi” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Group”), the International Monetary Fund, Abu Dhabi National Oil Company, Moody’s Middle East Limited and publications of the UAE and Abu Dhabi governments, including the Abu Dhabi Statistics Centre and the UAE National Bureau of Statistics (in the case of “Overview of the UAE and Abu Dhabi”), publications of the Abu Dhabi government (in the case of “Relationship with the Government”), research published by CB Richard Ellis (in the case of “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Group”), the UAE Telecommunications Regulatory Authority and the website referred to therein and World Semiconductor Trade Statistics Inc. (in the case of “Description of the Group”) and the clearing systems referred to therein (in the case of “Book-entry Clearance Systems”). Each of the Issuer and the Guarantor confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by the relevant sources referred to, no facts have been omitted which would render the reproduced information inaccurate or misleading. No representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers as to the accuracy or completeness of the information contained in this Base Prospectus or any other information provided by the Issuer in connection with the Programme. No Dealer accepts any liability in relation to the information contained in this Base Prospectus or any other information provided by the Issuer or the Guarantor in connection with the Programme. No person is or has been authorised by the Issuer or the Guarantor to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other information supplied in connection with the Programme or the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Guarantor or any of the Dealers.