PROSPECTUS

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

€80,000,000 4.15 per cent. Notes due 2018

Issued under the Global Medium Term Note Programme

and unconditionally and irrevocably guaranteed by

Mubadala Development Company PJSC (incorporated with limited liability in the Emirate of Abu Dhabi, United Arab Emirates)

The €80,000,000 4.15 per cent. Notes due 2018 (the Notes) have been issued by MDC – GMTN B.V. (the Issuer) and payment of all amounts in respect of the Notes is unconditionally and irrevocably guaranteed by Mubadala Development Company PJSC (the Company or the Guarantor). The Notes have been issued in bearer form.

An investment in the Notes involves certain risks. For a discussion of these risks, see "Risk Factors".

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 the Notes 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 the Notes to be admitted to trading on the London Stock Exchange's regulated market. References in this Prospectus to the Notes being listed (and all related references) shall mean that the Notes have been admitted to trading on the London Stock Exchange's regulated market and have been admitted to the Official List. The London Stock Exchange's regulated market is a regulated market for the purposes of 2004/39/EC (the Markets in Financial Instruments Directive). The Notes were issued on 29 November 2011. This Prospectus has been prepared in connection with the listing of the Notes, which is expected to be effective on or about 6 December 2011.

Each of Standard & Poor’s Credit Market Services Europe Limited (S&P), Moody’s Middle East Limited (Moody’s ME) and Fitch Ratings Ltd. (Fitch) has rated the Company and the Emirate of Abu Dhabi and Moody’s ME has also rated the UAE, see pages 45, 47, 50 and 128. S&P is established in the European Union and registered under Regulation (EC) No 1060/2009 (as amended) (the CRA Regulation). Moody’s ME is not established in the European Union and has not applied for registration under the CRA Regulation. However, its ratings described above are endorsed by Moody’s Investors Service Limited, in accordance with the CRA Regulation. Moody's Investors Service Limited is established in the EU and registered under the CRA Regulation. Fitch is established in the European Union and registered under the CRA Regulation.

2 December 2011

0080292-0000130 ICM:13868868.8 01/12/11 This Prospectus comprises a prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the Prospectus Directive) and has been prepared in connection with the listing of the Notes.

The Issuer and the Guarantor accept responsibility for the information contained in this 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 Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.

All the Notes having been sold, no person is authorised to use this Prospectus in connection with an offer of the Notes.

This Prospectus must be read in conjunction with all documents which are incorporated herein by reference (see “Documents Incorporated by Reference”). This Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this 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” and “Description of the Group” and, in the case of information incorporated by reference herein, “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”). All such information is identified with the name of the relevant source where it appears in this document. 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 Dealer as to the accuracy or completeness of the information contained in this Prospectus or any other information provided by the Issuer or the Guarantor in connection with the Notes. The Dealer accepts no liability in relation to the information contained in this Prospectus or any other information provided by the Issuer or the Guarantor in connection with the Notes.

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 Prospectus or any other information supplied in connection with 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 the Dealer.

Neither this Prospectus nor any other information supplied in connection with the Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a

2 recommendation by the Issuer, the Guarantor or the Dealer that any recipient of this Prospectus or any other information supplied in connection with the Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and/or the Guarantor. Neither this Prospectus nor any other information supplied in connection with the Notes constitutes an offer or invitation by or on behalf of the Issuer or the Guarantor or the Dealer to any person to subscribe or to purchase any Notes.

Neither the delivery of this Prospectus nor the offering, sale or delivery of the Notes shall in any circumstances imply that the information contained herein concerning the Issuer and/or the Guarantor is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Notes is correct as of any time subsequent to the date indicated in the document containing the same. The Dealer expressly does not undertake to review the financial condition or affairs of the Issuer or the Guarantor during the life of the Notes or to advise any investor in the Notes of any information coming to its attention. Investors should review the most recently published documents incorporated by reference into this Prospectus when deciding whether or not to purchase the Notes.

This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Prospectus and the offer or sale of the Notes may be restricted by law in certain jurisdictions. The Issuer, the Guarantor and the Dealer do not represent that this Prospectus may be lawfully distributed, or that the Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, the Guarantor or the Dealer which is intended to permit a public offering of the Notes or distribution of this Prospectus in any jurisdiction where action for that purpose is required. Accordingly, the Notes may not be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this Prospectus and the offering and sale of the Notes. In particular, there are restrictions on the distribution of this Prospectus and the offer or sale of the Notes in the United States, the European Economic Area (including the United Kingdom and The Netherlands), Japan, the United Arab Emirates (excluding the Dubai International Financial Centre), the Dubai International Financial Centre, the Kingdom of Saudi Arabia, the Kingdom of Bahrain, Qatar, Singapore and Hong Kong, see “Subscription and Sale and Transfer and Selling Restrictions” (as incorporated by reference herein).

This Prospectus has been prepared on the basis that any offer of the Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Notes. Accordingly, any person making or intending to make an offer in that Relevant Member State of the Notes may only do so in circumstances in which no obligation arises for the Issuer or the Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer.

0080292-0000130 ICM:13868868.8 3 01/12/11 Neither the Issuer nor the Dealer have authorised, nor do they authorise, the making of any offer of the Notes in circumstances in which an obligation arises for the Issuer or the Dealer to publish or supplement a prospectus for such offer.

In making an investment decision, investors must rely on their own independent examination of the Issuer and the Guarantor and the terms of the Notes, including the merits and risks involved. None of the Dealer, the Issuer or the Guarantor makes any representation to any investor in the Notes regarding the legality of its investment under any applicable laws. Any investor in the Notes should be able to bear the economic risk of an investment in the Notes for an indefinite period of time.

0080292-0000130 ICM:13868868.8 4 01/12/11 PRESENTATION OF FINANCIAL AND OTHER INFORMATION

PRESENTATION OF FINANCIAL INFORMATION

Unless otherwise indicated, the statement of financial position, statement of comprehensive income and cash flow financial information included in this Prospectus relating to the Guarantor, its consolidated subsidiaries, jointly-controlled assets and equity accounted investees (the Group) has been derived from the condensed consolidated unaudited reviewed interim financial statements of the Group as at and for the six months ended 30 June 2011 (the 2011 Interim Financial Statements) (including the comparative information as at and for the six months ended 30 June 2010) and from the audited consolidated financial statements of the Group as at and for the financial years ended 31 December 2010 (the 2010 Financial Statements) and 31 December 2009 (including the comparative information as at and for the financial year ended 31 December 2008) (the 2009 Financial Statements and, together with the 2010 Financial Statements, the Annual Financial Statements and, together with the 2011 Interim Financial Statements, the Financial Statements), in each case incorporated by reference in this Prospectus.

During the six month period ended 30 June 2011, the Group reclassified certain comparative figures appearing in its statement of financial position as at 31 December 2010 as follows:

• an AED 578 million investment previously classified as “other assets” has been reclassified as “other investments” in order to provide a more consistent presentation with the other investments of the Group; and

• investment property under development with a value of AED 4.4 billion at 31 December 2010 has been reclassified from “property, plant and equipment” to “investment properties” in accordance with IAS 40 (Investment Property).

During the year ended 31 December 2010, the Group voluntarily changed its accounting policy for oil and gas exploration and evaluation expenditures to better reflect the performance of the Group and to align itself with the industry practice. Prior to 1 January 2010, licence and property acquisition costs and all exploration expenses, including geological and geophysical costs and the cost relating to the drilling of exploratory wells, were charged to exploration expenses when incurred. For the year ended 31 December 2010, the Company used the successful efforts method to account for its oil and gas properties. Under this method, the costs of acquiring properties and licences, of drilling successful exploration and appraisal wells and of all development activity are capitalised, save for applicable recoverable tax amounts which are classified as current or long-term recoverable amounts (after discounting, if required) based on management’s best estimate of their recoverability. If required, appropriate provisions are made for irrecoverability. All other costs are charged to profit or loss in the period in which they are incurred. This change in accounting policy has been applied retrospectively in the 2010 Financial Statements and the comparative information for the year ended 31 December 2009 has been restated in accordance with IFRS. The impact of successful exploration and evaluation costs incurred prior to 1 January 2009, now capitalised as a result of change in accounting policy, is immaterial in relation to the Group as a whole. As a result of this change in accounting policy, financial information as at and for the year ended 31 December 2009 presented in this Prospectus has been derived from the comparative 31 December 2009 information included in the 2010 Financial Statements. The effect of this change in accounting policy on the financial statements is as follows:

0080292-0000130 ICM:13868868.8 5 01/12/11 Year ended 31 December 2010 2009 (AED million) Statement of comprehensive income items Increase/(decrease) in: Exploration expenses...... (321.6) (360.9) Finance (income)/expense ...... (1.0) 3.3 Depreciation, depletion and amortisation...... 45.4 27.9 Deferred tax expense...... 31.4 (1.1) Impairment losses ...... 10.1 — (235.7) (330.8) Attributable to equity holder of the Company ...... (235.7) (330.8)

As at 31 December 2010 2009 2008 (AED million) Statement of financial position items Accumulated profits as at 1 January...... 456.4 125.6 144.3 Intangible assets ...... 660.0 385.6 60.0 Deferred tax liabilities/(assets)...... 23.1 (14.2) (13.2) Property, plant and equipment ...... 35.4 37.8 52.4 Other assets...... 19.8 18.8 —

From 1 January 2010, the Group also:

• applied on a prospective basis IFRS 3 (Business Combinations (2008)) in accounting for business combinations. As a result, for acquisitions after 1 January 2010, the Group measures goodwill at the acquisition date as (i) the fair value of the consideration transferred, plus (ii) the recognised amount of any non-controlling interests in the acquiree, plus (iii) if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree less (iv) the net recognised amount (generally fair value) of the identifiable assets and liabilities assumed; and

• applied on a prospective basis IAS 27 (Consolidated and Separate Financial Statements (2008)) in accounting for acquisitions of non-controlling interests. As a result, acquisitions of non-controlling interests are accounted for as transactions with owners in their capacity as owners and therefore no goodwill is recognised as a result of such transactions.

For further information on these changes in accounting policy, see note 2(e) to the 2010 Financial Statements.

During the year ended 31 December 2009, the Group opted not to apply IAS 40 (Investment Property) retrospectively. IAS 40, which is amended for periods after 1 January 2009, requires properties under construction or development for future use as investment properties in respect of which construction work commenced on or after 1 January 2009 to be measured at fair value and permits retrospective fair valuation of such property under construction from any date before 1 January 2009. As a result of the Group’s decision to only apply amended IAS 40 prospectively, investment property under construction from any date prior to 1 January 2009 has not been measured at fair value.

Unless otherwise stated herein:

• all financial information as at and for the six month periods ended 30 June 2011 and 30 June 2010 has been extracted from the 2011 Interim Financial Statements;

0080292-0000130 ICM:13868868.8 6 01/12/11 • all financial information as at and for the years ended 31 December 2010 and 31 December 2009 has been extracted from the 2010 Financial Statements; and

• all financial information as at and for the year ended 31 December 2008 has been extracted from the 2009 Financial Statements.

The changes in accounting policies discussed above affect the comparability of the financial information included in this document.

The Group’s financial year ends on 31 December, and references in this Prospectus to any specific year are to the 12-month period ended on 31 December of such year. The Financial Statements have been prepared in accordance with IFRS and the 2011 Interim Financial Statements have been prepared in accordance with IAS 34 on Interim Financial Reporting.

The Group publishes audited consolidated financial statements on an annual basis and unaudited consolidated interim financial information for the first six months of each year. When published, these financial statements are also posted on the Company’s website (www.mubadala.ae). The information provided on such website is not part of this Prospectus and is not incorporated by reference herein.

PRESENTATION OF STATISTICAL INFORMATION

The statistical information in the section entitled “Overview of the UAE and Abu Dhabi” has been derived from a number of different identified sources. All statistical information provided in that section may differ from that produced by other sources for a variety of reasons, including the use of different definitions and cut-off times. The data set out in that section relating to the gross domestic product (GDP) of both Abu Dhabi and the UAE for 2010 is preliminary and subject to change. In addition, GDP data for 2009 and 2008 is not final and may be subject to revision in future periods and certain other historical GDP data set out in that section may also be subject to future adjustment.

0080292-0000130 ICM:13868868.8 7 01/12/11 CONTENTS

Page Risk Factors ...... 9 Documents Incorporated by Reference ...... 38 Conditions relating to the Notes...... 40 Overview of the UAE and Abu Dhabi ...... 47 Relationship with the Government...... 52 Capitalisation of the Group...... 61 Selected Financial Information of the Group...... 62 Management's Discussion and Analysis of Financial Condition and Results of Operations of the Group...... 65 Description of the Group ...... 127 Management and Employees of the Company ...... 172 General Information ...... 185

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In connection with the issue of the Notes, the Dealer may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Dealer (or persons acting on behalf of the Dealer) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes. Any stabilisation action or over-allotment must be conducted by the Dealer (or persons acting on behalf of the Dealer) in accordance with all applicable laws and rules.

0080292-0000130 ICM:13868868.8 8 01/12/11 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 on pages 31 through 37 of the Base Prospectus (the Base Prospectus) dated 13 April 2011 relating to the Global Medium Term Note Programme established by the Issuer and the Guarantor, which constitutes a base prospectus for the purposes of the Prospectus Directive, which pages are incorporated by reference in this Prospectus.

If any of the risks described below or on pages 31 through 37 of the Base Prospectus 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 and on pages 31 through 37 of the Base Prospectus 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 Prospectus and reach their own views prior to making any investment decision.

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 continue to make significant capital and investment expenditures in future years. A substantial portion of its anticipated capital and investment expenditure over the 2011 – 2015 period is expected to relate to its subsidiary, Advanced Technology Investment Company LLC (ATIC) (see “Description of the Group—ATIC”), Mubadala GE Capital PJSC (Mubadala GE Capital), its global commercial finance joint venture with General Electric Company (GE) (see “Description of the Group—Business Areas—Mubadala Capital”), its Masdar Project (see “Description of the Group—The Masdar Project”), certain real estate developments to be undertaken by it (see “Description of the Group—Business Areas—Mubadala Real Estate & Hospitality”), certain public private partnership (PPP) projects being undertaken by it (see “Description of the Group— Business Areas—Mubadala Infrastructure”) and investments in oil and gas projects. The Group currently anticipates that its capital and investment expenditure for 2011 is likely to be in the region of AED 60 billion, substantially higher than the AED 16.4 billion average for the past three years, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Group—Capital and Investment Expenditure”.

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

0080292-0000130 ICM:13868868.8 9 01/12/11 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 additional shareholder contribution to be granted to the Group. As at 31 December 2010, the Company had received additional shareholder contributions from the Government totalling AED 61.1 billion and the Government has approved further additional shareholder contributions of up to AED 37.8 billion in 2011, of which AED 16.4 billion had been received as at 30 June 2011, see “Relationship with the Government—Contributions from the Government”. The contribution of ATIC, which was accounted for as an additional shareholder contribution of AED 21.0 billion as at 30 June 2011, was not included in the amount requested by the Company and approved by the Government for 2011. 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 assurance 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 lenders, 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 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

0080292-0000130 ICM:13868868.8 10 01/12/11 (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 or other factors. 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 statement of financial position. See note 18 to the 2011 Interim Financial Statements and notes 3(g)(i) and 36(a)(i) to the 2010 Financial Statements.

In addition, although the Company has not paid any dividends to the Government to date, and does not currently have any plans to pay any dividends to the Government for the foreseeable future, there can be no assurance that dividends will not be paid in future years.

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 Judgement 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 dependent to a significant extent on the skill and judgement of the members of the Investment Committee and the Board. The loss of any member of the Investment Committee or the Board could adversely affect the Company’s business, financial condition and results of operations and this could affect the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes.

Certain Significant Group Companies Operate in Specialised Industries and are Dependent on their Ability to Recruit and Retain Qualified Executives, Managers and Skilled Technical and Service Personnel and may be Exposed to Production Disruptions caused by Labour Disputes

Certain significant Group companies, including in particular those operating in the semiconductor, oil and gas, and aerospace industries, are dependent on the continued services and contributions of their executive officers and skilled technical and other personnel. The businesses of those companies could be adversely affected if they lose the services and contributions of some of these personnel and are unable to adequately replace them, or if they suffer disruptions to their production operations arising from labour or industrial disputes. In addition, these Group companies may be required to increase or

0080292-0000130 ICM:13868868.8 11 01/12/11 reduce the number of employees in connection with any business expansion or contraction, in accordance with market demand for their products and services. Since these Group companies face intense competition for the recruitment of their skilled personnel, they may not be able to fulfil their personnel requirements, or rehire such reduced personnel on comparable terms in a timely manner during an economic upturn. As a result, the Group’s business, financial condition and results of operations could be adversely affected and this could affect the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes.

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.

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. In addition, because of the fact that the Group has entered into a number of significant projects and has made a number of significant investments over the period since its incorporation (including in the oil and gas, aluminium, renewable energy, construction and investment fields as well as its acquisitions of Pearl Energy Limited (Pearl) (in 2008), a controlling interest in SR Technics Holdco I GmbH (SR Technics) (in 2009) and Gulf Aircraft Maintenance Company PJSC (GAMCO) (in 2009) and the contribution by the Government to the Group of ATIC (in 2011)) and the fact that it expects to commence new 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, future results of operations or future rate of growth or the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes in the future.

Further, the Group’s results of operations for each of the six month periods ended 30 June 2011 and 30 June 2010 and for each of 2010, 2009 and 2008 have been materially affected by volatility in

0080292-0000130 ICM:13868868.8 12 01/12/11 global markets and, in 2009 and 2008 in particular, by the significant downturn in world economic conditions, a significant decline in oil prices in the second half of 2008 and the first part of 2009 and, since 2009, by a significant downturn in the Abu Dhabi property market which resulted in a negative change in the fair value of the Group’s investment properties in the six month period ended 30 June 2011 and in 2010 and impairment losses on certain construction work in progress being undertaken by it (see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Group—Principal Components of, and Key Factors Affecting, Operating Income—Change in Fair Value of Investment Properties”, “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 2011 and 30 June 2010—Impairment Losses” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Group—Results of Operations— Comparison of 2010, 2009 and 2008—Impairment Losses”). For example, principally as a result of declining stock market valuations, the Group recorded impairments against its quoted available for sale financial assets of AED 98.6 million in the six month period ended 30 June 2011, AED 227.3 million in 2010, AED 639.6 million in 2009 and AED 2,342.9 million in 2008. In addition, in 2009 and 2008, the Group recorded impairments of AED 696.7 million and AED 1,987.4 million, respectively, on certain unquoted available for sale investments held by it reflecting the effect of sustained adverse market conditions on those investments. 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 2011 and 30 June 2010—Impairment Losses” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Group—Results of Operations—Comparison of 2010, 2009 and 2008—Impairment Losses”. In addition to these impairments, and again principally as a result of declining stock market valuations, the Group experienced significant changes on a net basis in the fair value of its fair value through profit and loss (FVTPL) investments in each of 2010, 2009 and 2008 and these changes have also materially impacted its results of operations in each year. 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 2011 and 30 June 2010 —Loss from Other Investments (net)” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Group—Results of Operations—Comparison of 2010, 2009 and 2008—Income/Loss from Other Investments”. The Group may record further losses (including impairment losses) in future periods should conditions similar to those described above recur.

The Group is Substantially Dependent on a Limited Number of Customers for a Significant Proportion of its Revenues from the Sale of Goods and Services and the Group’s Revenues from the Sale of Goods and Services are Concentrated in the Middle East

In the six month period ended 30 June 2011, sales of semiconductor wafers to Advanced Micro Devices (AMD) accounted for 10.5 per cent. of the Group’s revenues from the sale of goods and services. AMD is party to a wafer supply agreement with GLOBALFOUNDRIES under which AMD, which is a minority shareholder in GLOBALFOUNDRIES, is required to purchase all of its current requirements for microprocessor products and a certain percentage of its future requirements for graphics processor products from GLOBALFOUNDRIES. See “Description of the Group—ATIC— Formation of GLOBALFOUNDRIES and Significant Contractual Arrangements with AMD”.

In the six month period ended 30 June 2011 and in 2010 and 2009, 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 (MRO) contract with the UAE Armed Forces) accounted for 8.4 per cent., 22.6 per cent. and 21.9 per cent., respectively, of the Group’s revenues from the sale of goods and services. These projects and contract are described further under “Description of the Group—Business Areas—Mubadala Infrastructure” and “Description of the Group—Business Areas—Mubadala Services Ventures— Defence—Al Taif”, respectively.

0080292-0000130 ICM:13868868.8 13 01/12/11 In addition, Dolphin Project sales to Tasweeq, the marketing entity of the State of Qatar (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 a further 11.1 per cent., 16.8 per cent. and 16.6 per cent. of the Group’s revenues from the sale of goods and services in the six month period ended 30 June 2011 and in 2010 and 2009, respectively.

Any interruption to or termination of any of the Group’s contracts with AMD, the Government or the Dolphin Project sales to Tasweeq 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. See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Group—Principal Components of, and Key Factors Affecting, Operating Income—Revenues from the Sale of Goods and Services”.

Further, in large part reflecting the significant customer relationships described above, in the six months ended 30 June 2011 and in 2010 and 2009, 18.0 per cent., 37.2 per cent. and 32.7 per cent., respectively, of the Group’s revenues from the sale of goods and services were derived from customers based in the UAE and a further 11.6 per cent., 20.7 per cent. and 21.6 per cent, respectively, were derived from customers based in Qatar. Accordingly, the Group is particularly exposed to adverse political or economic developments affecting the Middle East. See also “—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 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 (including the Company) 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 addition to other reservations, 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

0080292-0000130 ICM:13868868.8 14 01/12/11 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.

The Group is Subject to a Range of Financial Risks

The Group is exposed to a range of financial risks including, in particular, the risk of losses arising as a result of adverse changes in foreign exchange rates, interest rates and commodity prices. The Group's principal foreign currency risk is its exposure to the effect of movements in the euro – dirham exchange rate on certain of its borrowings and investments. The Group's principal interest rate risk is its exposure to the effect of increases in interest rates on its variable rate interest bearing financial liabilities. The Group's principal commodity price exposures are to changes in the price of the hydrocarbons which it produces and sells and the aluminium which it produces at EMAL.

In addition, the Group is subject to a range of credit risks and equity price risks and to liquidity risk. See generally "Management's Discussion and Analysis of Financial Condition and Results of Operations of the Group—Disclosures about Risk".

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 PJSC (EMAL) of a greenfield aluminium smelter (see “Description of the Group— Business Areas—Mubadala Industry— EMAL”), the Masdar Project, a significant joint venture with General Electric Company, a number of real estate projects and a number of university campus development projects on a PPP basis. In addition, ATIC is undertaking the expansion of one of its semiconductor fabrication facilities (known as fabs) and is constructing a new semiconductor fab in New York State. Fab expansion and construction projects are highly complex. In undertaking these and other projects, the Group is exposed to a number of risks, 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.

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 or at all;

• delays in obtaining, or a failure to obtain, all necessary governmental and regulatory permits, approvals and authorisations;

• uncertainties as to market demand or a decline in market demand for the products to be generated by the project after construction has begun;

0080292-0000130 ICM:13868868.8 15 01/12/11 • an inability to complete projects on schedule or within budgeted amounts;

• methodological errors or erroneous assumptions in the financial models used by the Group to make investment decisions;

• 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 inability 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. For example, certain of the Group’s proposed real estate projects have been re- assessed or altered in scope following the significant downturn in the UAE real estate market which commenced in Dubai in late 2008. In addition, in the first half of 2010, Masdar undertook an internal strategic review of the Masdar City project in order to define more carefully the timing and optimal design for the City.

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;

• 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. For example, in 2008 the Group acquired Pearl, in 2009 the Group acquired a controlling interest in SR Technics and also acquired the assets and liabilities of GAMCO and, in 2011, ATIC was contributed to the

0080292-0000130 ICM:13868868.8 16 01/12/11 Group by the Government. These, and any other significant acquisitions the Group may make in the future, 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

• exposure to unanticipated liabilities and/or difficulties in mitigating contingent and/or assumed liabilities.

In addition, acquired businesses may be loss making when acquired (as was the case with ATIC when it was contributed to the Group) and, unless and until they become profitable, this may significantly adversely affect the Group’s results of operations in periods after the acquisition is effective and may increase the Group’s funding requirements. If the Group is unable successfully to 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

0080292-0000130 ICM:13868868.8 17 01/12/11 Group’s equity investments in such companies may also be diluted if it does not partake in future equity or equity-linked fundraising opportunities.

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 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 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 FVTPL financial assets and accordingly are held at fair value on its statement of financial position and revalued on each reporting date. As at 30 June 2011, 15.6 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, dispositions and restructurings.

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—Business Areas—Mubadala Capital—Other Investments”) are in unlisted companies and the Group expects to continue to make investments in such companies. Because these investments are not

0080292-0000130 ICM:13868868.8 18 01/12/11 traded on a public market, it is difficult to determine accurately 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 statement of financial position 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 is 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 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.

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 judgements, the most significant of which relate to:

• the determination as to whether or not a land parcel granted to it by the Government should be recognised as an asset on the statement of financial position and, to the extent that any such parcel is recognised as investment property, the determination of the fair value of that investment property;

• 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;

• in relation to its service concession arrangements, the determination as to whether the service concession is on a financial asset basis or an intangible asset basis;

• the estimation of oil and gas reserves which has a significant effect on the Group’s depreciation charge;

• the measurement of contract revenue which is affected by a number of uncertainties and may be subject to revision in periods after the estimate has been made; and

• the determination of when a project is sufficiently certain to proceed to development which in turn results in the capitalisation of expenditure on property, plant and equipment and the determination as to whether any such capitalised costs should be impaired at any time.

• the determination of the estimated useful lives of property, plant and equipment for calculating depreciation which requires an assessment of its current usage and physical wear and tear.

• the determination of the fair value of the assets and liabilities acquired in business combinations, which requires judgement by management and often involves the use of significant estimates and assumptions, including assumptions relating to future cash inflows and outflows, discount rates, useful lives of licences and other assets and market multiples.

0080292-0000130 ICM:13868868.8 19 01/12/11 See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Group—Critical Accounting Judgements 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 Group’s Semiconductor Manufacturing Business

With effect from 1 January 2011, the Government contributed to the Group 100 per cent. of the shares of ATIC. ATIC owns a majority interest in, and substantially all of its revenues are derived from, GLOBALFOUNDRIES Inc. and its group companies (GLOBALFOUNDRIES), which is a leading semiconductor manufacturing group. For the six month period ended 30 June 2011, ATIC’s revenues from the sale of goods and services accounted for 40.0 per cent. of the Group’s total revenues from the sale of goods and services in the period. Accordingly, the Group expects to be significantly exposed to risks relating to the semiconductor manufacturing industry in future periods 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 Issuer’s and the Guarantor’s ability to fulfil their respective obligations in respect of any Notes.

ATIC has a History of Losses and may not be Profitable in the Future

ATIC owns a majority interest in, and substantially all of its revenues are derived from, GLOBALFOUNDRIES, which comprises the former foundry business operated by AMD and the business operated by Chartered Semiconductor Manufacturing Ltd. (Chartered Semiconductor) before it was acquired by ATIC in 2009. In the six month period ended 30 June 2011 and in 2010, ATIC was loss making. As at 30 June 2011, ATIC had an accumulated deficit of AED 1.8 billion. No assurance is given that ATIC will be profitable in 2011 or subsequent years.

GLOBALFOUNDRIES’ Business Requires Significant Capital Investment

The costs associated with research and development for advanced technology nodes are projected to reach more than US$1.0 billion at the 22 nanometer (nm) node and for future technology nodes. GLOBALFOUNDRIES’ new manufacturing facility (fab) in New York state will cost approximately U.S.$7 billion when fully equipped. Capital expenditure comprises a significant portion of GLOBALFOUNDRIES’ costs. A level close to 20 per cent. of revenues is considered normal for the industry. Through 30 June 2011, ATIC had invested AED 11,412 million in GLOBALFOUNDRIES and the Group anticipates that further significant amounts will be invested by ATIC in GLOBALFOUNDRIES with a view to building scale and achieving profitability. This investment will require significant funding in future periods, much of which is expected to be provided by the Group, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Group—Capital and Investment Expenditure” and “—The Group has Significant Funding Requirements and the Company is Currently Reliant on the Government for a Major Part of its Funding”.

In addition to the financial support provided by ATIC, GLOBALFOUNDRIES also relies on cash flow from operations, government subsidies and bank debt to fund capital investments. A failure to secure sufficient funding from any of these sources could negatively impact GLOBALFOUNDRIES’ expansion plans and ability to match the capital spending of its competitors at leading edge technology nodes. See also, “—If GLOBALFOUNDRIES is Unable to Compete Effectively, it may Lose Customers and this may Adversely Affect the Group’s Semiconductor Business and its Results of

0080292-0000130 ICM:13868868.8 20 01/12/11 Operations” and “—If GLOBALFOUNDRIES is Unable to Remain a Technological Leader in the Semiconductor Industry, it may Become Less Competitive”.

A Significant Portion of ATIC’s Revenues comes from a Relatively Limited Number of GLOBALFOUNDRIES Customers, Including in Particular AMD, the Loss or Material Decline in Revenues of any of which Customers could have an Adverse Impact on the Group

Substantially all of ATIC’s revenues on a consolidated basis are attributable to the operations of GLOBALFOUNDRIES. Although GLOBALFOUNDRIES has more than 150 customers, its revenues from its largest customer, AMD, accounted for approximately 25 per cent. of its total revenues in the six month period ended 30 June 2011 and approximately 35 per cent. of its total revenues in 2010. In addition, its revenues from its next five largest customers (excluding AMD) accounted for approximately 46 per cent. and 41 per cent. of its total revenues in the six month period ended 30 June 2011 and in 2010, respectively. Under a wafer supply agreement with GLOBALFOUNDRIES, AMD, which is a minority shareholder in GLOBALFOUNDRIES, is required to purchase all of its current requirements for microprocessor products and a certain percentage of its future requirements for graphics processor products from GLOBALFOUNDRIES. However, the microprocessor and graphics processor businesses are cyclical and extremely competitive and AMD’s own demands and market positions may vary considerably. If AMD fails to maintain its market position, including by successfully developing and marketing new products to its customers, or if AMD becomes unable or fails to meet its payment or exclusive sourcing obligations under its wafer supply agreement with GLOBALFOUNDRIES, the Group’s semiconductor business and its results of operations could be materially adversely affected. See also, “—If GLOBALFOUNDRIES is Unable to Compete Effectively, it may Lose Customers and this may Adversely Affect the Group’s Semiconductor Business and its Results of Operations” and “—If GLOBALFOUNDRIES is Unable to Remain a Technological Leader in the Semiconductor Industry, it may Become Less Competitive”.

Reflecting the cyclicality of its markets, the Group expects that the identity of GLOBALFOUNDRIES’ most significant customers will change from time to time although it expects GLOBALFOUNDRIES to remain dependent on a limited number of customers for a significant proportion of its revenues and that these customers may also be concentrated in particular end markets which will increase GLOBALFOUNDRIES’ exposure to any volatility in those markets. If any of GLOBALFOUNDRIES’ significant customers, including AMD, fails to successfully develop or market new products to its customers or decides to shift all or a portion of their business to other semiconductor foundries, and such customers are not replaced by other significant customers, then such failure could have a material adverse effect on the Group’s semiconductor business and its results of operations.

GLOBALFOUNDRIES has had Difficulty in Ramping up Production in accordance with its Schedule, which has caused Delays in Product Deliveries, Decreases in Manufacturing Yields and Commercial Issues with AMD; such Difficulties in the Future could Materially Adversely Affect GLOBALFOUNDRIES’ Business

GLOBALFOUNDRIES has from time to time experienced difficulties in ramping up production at new or existing fabs or effecting transitions to new manufacturing processes. As a result, it has suffered delays in product deliveries and reduced manufacturing yields. AMD recently announced publicly that its inability to achieve anticipated revenue targets for the third quarter of 2011 was caused in part by 32nm yield, ramp and manufacturing issues at GLOBALFOUNDRIES’ fab in Dresden, Germany. GLOBALFOUNDRIES continues to work on improving its 32-nm yield performance and steep ramp challenges to meet demand from AMD. The managements of GLOBALFOUNDRIES, ATIC and AMD are currently discussing these issues.

In the future, GLOBALFOUNDRIES may encounter similar difficulties in connection with:

0080292-0000130 ICM:13868868.8 21 01/12/11 • the migration to more advanced process technologies, such as 32/28nm and 20nm process technology; and

• the joint development with other industry participants for more advanced processes and tools needed in the future to meet advanced process technology requirements.

Any such delays, interruptions, failures or difficulties could adversely affect the Group’s semiconductor business and its results of operations.

Since GLOBALFOUNDRIES is Dependent on the Cyclical Semiconductor Industry, which has Experienced Significant and Sometimes Prolonged Periods of Downturns and Overcapacity, the Group’s Results of Operations may Fluctuate Significantly

The semiconductor and related industries in which semiconductors are extensively used have historically been cyclical and subject to significant and often rapid increases and decreases in product demand. GLOBALFOUNDRIES’ semiconductor foundry business is affected by market conditions in these industries and most of its customers operate in these industries. Variations in order levels from its customers can result in significant volatility in GLOBALFOUNDRIES’ results of operations. From time to time, the semiconductor industry has experienced significant, and sometimes prolonged, periods of downturn and overcapacity, frequently following periods of significant expansion. Any systemic economic or financial crisis, such as the one that occurred in 2008-2009, could also create significant volatility and uncertainty within the semiconductor industry. The nature, extent and scope of periods of downturns and overcapacity may vary significantly. If GLOBALFOUNDRIES cannot take appropriate actions, such as reducing its costs to sufficiently offset declines in demand during periods of downturn and overcapacity, the Group’s semiconductor business and its results of operations will be adversely affected during those periods.

GLOBALFOUNDRIES’ customers, with the exception of AMD, generally do not place purchase orders far in advance (usually two months before shipment) and customer orders may vary significantly from period to period. As a result, GLOBALFOUNDRIES does not typically operate with any significant backlog, except in periods of extreme capacity shortage such as that experienced in late 2009 and early 2010. The lack of significant backlog and the unpredictable length and timing of semiconductor cycles make it difficult for GLOBALFOUNDRIES to adjust costs in a timely manner to compensate for revenue shortfalls which may also materially adversely affect the Group’s semiconductor business and its results of operations. In addition, in some cases, GLOBALFOUNDRIES may seek to optimise its capacity usage by starting production on the basis of anticipated customer demand rather than actual orders received and any failure to correctly predict customer demand in these cases could result in GLOBALFOUNDRIES holding excess inventory which, if not ultimately sold, could adversely affect the Group’s semiconductor business and its results of operations.

Decreases in the ASP for Products that Contain Semiconductors may Adversely Affect the Group’s Semiconductor Business and its Results of Operations

The historical and current trend of declining ASPs of end use applications places downward pressure on the prices of the components that go into such applications. If the ASPs of end use applications continue decreasing, the pricing pressure on components produced by GLOBALFOUNDRIES may adversely affect the Group’s semiconductor business and its results of operations.

If GLOBALFOUNDRIES is Unable to Compete Effectively, it may Lose Customers and this may Adversely Affect the Group’s Semiconductor Business and its Results of Operations

The worldwide semiconductor foundry industry is highly competitive. GLOBALFOUNDRIES competes with other dedicated foundry service providers as well as with the foundry operation

0080292-0000130 ICM:13868868.8 22 01/12/11 services of certain integrated device manufacturers who offer foundry services. New entrants and consolidations in the foundry business may initiate a trend of competitive pricing and create potential overcapacity in legacy technology. Some of GLOBALFOUNDRIES’ competitors may have substantially greater production, research and development, marketing and other resources than GLOBALFOUNDRIES does. As a result, these companies may be able to compete more aggressively over a longer period of time than GLOBALFOUNDRIES can.

The principal elements of competition in the semiconductor wafer foundry market include:

• research and development quality, see “—If GLOBALFOUNDRIES is Unable to Remain a Technological Leader in the Semiconductor Industry, it may Become Less Competitive” and strategic alliances in this field as well as access to intellectual property;

• factors such as technical competence, including design enablement and customer support;

• available capacity and capacity utilisation, being the number of wafers processed at a fab in relation to the total number of wafers the fab has the capacity to produce;

• the ability to maximise manufacturing yields, being the percentage of usable manufactured devices on a wafer and, based on market demand, to optimise the technology mix of semiconductor wafer production;

• customer service and management expertise; and

• price.

GLOBALFOUNDRIES’ ability to compete successfully also depends on factors partially outside of its control, including industry and general economic trends. If it cannot compete successfully in its industry, this may adversely affect the Group’s semiconductor business and its results of operations.

If GLOBALFOUNDRIES is Unable to Remain a Technological Leader in the Semiconductor Industry, it may Become Less Competitive

The semiconductor industry and its technologies are constantly changing. GLOBALFOUNDRIES competes by developing process technologies using increasingly advanced nodes, manufacturing more sophisticated products designed by its customers and developing new derivative technologies. If GLOBALFOUNDRIES does not anticipate changes in technologies and rapidly develop new and innovative technologies, or its competitors adopt new technologies substantially ahead of GLOBALFOUNDRIES, GLOBALFOUNDRIES may not be able to continue to provide foundry services on competitive terms and may lose customers as a result.

Although GLOBALFOUNDRIES has concentrated on maintaining a competitive edge through research and development alliances with other companies, if it fails to achieve timely advances in technologies or processes, or to obtain access to advanced technologies or processes developed jointly with others, it may become less competitive. While GLOBALFOUNDRIES has an internal research and development team focused on developing new and improved semiconductor manufacturing process technologies, it is also dependent on joint development agreements (JDAs) and other arrangements with various technology partners and, through the International Business Machines consortia, companies such as Infineon Technologies AG, Samsung Electronics Co., Ltd., Toshiba Corporation and STMicroelectronics N.V., to advance certain process technology portfolios. In the past, GLOBALFOUNDRIES has depended on JDAs with technology partners for more cost effective and, in some cases, faster introduction of certain process technologies. GLOBALFOUNDRIES continues to depend on its JDAs and other arrangements with various technology partners for the introduction of certain other process technologies. If GLOBALFOUNDRIES encounters problems in

0080292-0000130 ICM:13868868.8 23 01/12/11 the successful implementation of its joint development activities pursuant to these agreements with its technology partners, its strategy of targeting “first source” business and decreasing the time it takes to bring the newest technologies to market would be adversely affected and ATIC’s results of operations and business could be materially adversely affected. “First source” business refers to being selected as the first manufacturing source for customers’ new product innovations. GLOBALFOUNDRIES also does not have full control over the participants that may be added to or removed from the joint development alliances or the licensees who may have access to the jointly developed process technologies and this may also adversely affect its competitive position.

If GLOBALFOUNDRIES is unable to continue any of its JDAs, patent cross-licensing agreements and other agreements on mutually beneficial economic terms, if it re-evaluates the technological and economic benefits of such relationships, if it is unable to enter into new technology alliances and arrangements with other leading and specialty semiconductor companies or if it is unable to comply with any restrictions contained in its technology alliance agreements, it may be unable to continue providing its customers with leading edge mass-producible process technologies and may, as a result, lose important customers, which would have a materially adverse effect on the Group’s semiconductor business and its results of operations.

GLOBALFOUNDRIES may Experience Difficulty in Achieving Acceptable Manufacturing Yields, Product Performance and Product Delivery Times as a Result of Manufacturing Problems and the Occurrence of any of these Factors, Especially at its More Advanced Fabs, could Materially Adversely Affect the Group’s Semiconductor Business and its Results of Operations

The process technology for the manufacture of semiconductor wafers is highly complex, requires advanced and costly equipment and is continuously being modified in an effort to improve manufacturing yields and product performance. Microscopic impurities such as dust and other contaminants, difficulties in the production process, disruptions in the supply of utilities or defects in the key materials and tools used to manufacture wafers can cause a percentage of the wafers to be rejected or individual semiconductors on specific wafers to be non-functional, which in each case would negatively affect manufacturing yields. GLOBALFOUNDRIES has, from time to time, experienced production difficulties that have caused delivery delays and lower than expected yields. GLOBALFOUNDRIES may also experience difficulty achieving acceptable manufacturing yields, product performance and product delivery times in the future as a result of manufacturing problems, especially in its more advanced fabs. GLOBALFOUNDRIES may encounter problems in its fabs as a result of, among other things, production failures, capacity constraints, construction delays, increasing production at new facilities, upgrading or expanding existing facilities or changing its process technologies, human errors, equipment malfunction or process contamination, any or all of which could materially adversely affect the Group’s semiconductor business and its results of operations.

GLOBALFOUNDRIES’ more advanced fabs are critically important to its success. These facilities contain leading-edge manufacturing capacity and any problems faced in these fabs, such as an inability to achieve acceptable manufacturing yields, poor product performance and product delivery delay, may limit GLOBALFOUNDRIES’ ability to manufacture advanced semiconductor products. Some of the process technologies that are used in these fabs arise from JDAs with third parties, and any problems with implementing those agreements could also have a material and adverse effect on the Group’s semiconductor business.

The Group’s Semiconductor Business and Results of Operations may be Adversely Affected if GLOBALFOUNDRIES is Unable to Obtain Adequate Supplies of Raw Materials or Equipment in a Timely Manner and at Reasonable Prices or if its Customers cannot Obtain Required Third Party Services in a Timely Manner

GLOBALFOUNDRIES depends on its suppliers for raw materials. To maintain competitive manufacturing operations, GLOBALFOUNDRIES must obtain from its suppliers, in a timely manner,

0080292-0000130 ICM:13868868.8 24 01/12/11 sufficient quantities of quality materials at acceptable prices. Although GLOBALFOUNDRIES sources its raw materials from several suppliers, a small number of these suppliers account for a substantial amount of its supply of raw materials because of the consistent quality required for these materials. GLOBALFOUNDRIES does not have long-term contracts with most of its suppliers.

From time to time, GLOBALFOUNDRIES’ suppliers have extended the lead time or limited the supply of required materials to GLOBALFOUNDRIES because of capacity constraints. Consequently, from time to time, GLOBALFOUNDRIES has experienced difficulty in obtaining the quantities of raw materials it needs on a timely basis. In addition, from time to time GLOBALFOUNDRIES may reject materials that do not meet its specifications, resulting in declines in output or manufacturing yields. No assurance can be given that GLOBALFOUNDRIES will be able to obtain sufficient quantities of raw materials and other supplies in a timely manner. If the supply of materials is substantially diminished or if there are significant increases in the costs of raw materials, GLOBALFOUNDRIES may incur additional costs to acquire sufficient quantities of raw materials to sustain its operations, which may adversely affect the Group’s semiconductor business and its results of operations.

GLOBALFOUNDRIES also depends on a limited number of manufacturers and vendors that make and maintain the complex equipment which it uses in its manufacturing processes and relies on these manufacturers and vendors to improve its technology to meet its customers’ demands. In periods of unpredictable and highly diversified market demand, the lead time from order to delivery of this equipment can be as long as six to 12 months. If there are delays in the delivery of equipment or if there are increases in the cost of equipment, it could cause GLOBALFOUNDRIES to delay the introduction of new manufacturing capacity or technologies and delay product deliveries, which may result in the loss of customers and may adversely affect the Group’s semiconductor business and its results of operations.

Many of GLOBALFOUNDRIES’ customers depend on third parties to provide mask tooling, assembly and test services. If these customers cannot obtain these services on reasonable terms and in a timely manner, they may not order any foundry services from GLOBALFOUNDRIES. This may significantly adversely affect the Group’s semiconductor business and its results of operations.

GLOBALFOUNDRIES’ Competitive Position Depends on its Ability to Develop its own Technologies and Protect those Technologies with Intellectual Property Rights, and on its Ability to Avoid Violating the Intellectual Property Rights of Third Parties

GLOBALFOUNDRIES’ ability to compete successfully and to achieve future growth will depend in part on the continued strength of its technology development and its ability to secure intellectual property rights protecting that technology. While GLOBALFOUNDRIES actively monitors and enforces its intellectual property rights, there can be no assurance that its efforts will be adequate to prevent the unauthorised use of its patent rights, proprietary technologies, trade secrets, software or know-how. Also, there can be no assurance that, as GLOBALFOUNDRIES’ business or business models expand into new areas, or otherwise, it will be able to independently develop the technologies, trade secrets, software or know-how necessary to conduct its business or that it can do so without infringing the intellectual property rights of others. To the extent that GLOBALFOUNDRIES is required to rely on licenses from others, there can be no assurance that it will be able to obtain any or all of the necessary licences in the future on terms it considers reasonable or at all. The lack of necessary licences could expose GLOBALFOUNDRIES to claims for monetary damages from third parties and/or injunctions preventing it from using certain technology, as well as claims for indemnification by its customers in instances where it has contractually agreed to indemnify its customers against damages resulting from infringement claims.

GLOBALFOUNDRIES’ ability to compete successfully depends on its ability to operate without infringing the proprietary rights of others. GLOBALFOUNDRIES has no means of knowing what

0080292-0000130 ICM:13868868.8 25 01/12/11 patent applications have been filed in the United States or in certain other countries until months after they are filed. The semiconductor industry involves many complex technologies and many patents, copyrights and other intellectual property rights related to these technologies. Litigation brought by third parties based on these intellectual property rights is common, and GLOBALFOUNDRIES has received from time to time communications from third parties alleging infringement of their intellectual property rights by GLOBALFOUNDRIES’ processes or products, and it expects to continue to receive such communications in the future.

In the event any third party makes a claim, whether valid or not, against GLOBALFOUNDRIES or against its customers, GLOBALFOUNDRIES could be required to:

• seek to acquire licences to the infringed technology which may not be available on commercially reasonable terms, if at all;

• defend itself in legal proceedings;

• discontinue using certain process technologies, which could cause it to stop manufacturing certain semiconductors;

• pay substantial monetary damages; and/or

• seek to develop non-infringing technologies, which may not be feasible.

Any one of these developments could place substantial financial and administrative burdens on GLOBALFOUNDRIES and materially adversely affect the Group’s semiconductor business and its results of operations.

GLOBALFOUNDRIES may be required to engage in litigation to enforce its patents or other intellectual property rights or to defend it or its customers against claimed infringement of the rights of others. Such litigation could result in substantial costs to GLOBALFOUNDRIES and diversion of its resources.

GLOBALFOUNDRIES is Subject to the Risk of Loss due to Explosion and Fire because some of the Materials it uses in its Manufacturing Processes are Highly Combustible and to Adverse Consequences from Failure to Comply with Environmental and other Relevant Laws and Regulations

GLOBALFOUNDRIES uses highly combustible materials in its manufacturing processes and is therefore subject to the risk of loss arising from explosion or fire which cannot be completely eliminated. Although GLOBALFOUNDRIES has implemented risk management controls at its manufacturing locations, the risk of fire associated with these materials cannot be completely eliminated. GLOBALFOUNDRIES maintains insurance policies to guard against losses caused by fire. While it believes its insurance coverage for damage to its property and disruption of its business due to fire is adequate, there is no assurance that the coverage would be sufficient to cover all potential losses. If any of GLOBALFOUNDRIES’ facilities were to be damaged or to cease operations as a result of a fire, it would reduce manufacturing capacity for a period, which could be extended, and could materially adversely affect the Group’s semiconductor business and its results of operations.

GLOBALFOUNDRIES is subject to a variety of laws and governmental regulations relating to the use, discharge and disposal of toxic or otherwise hazardous materials used in its production process. While GLOBALFOUNDRIES believes that it is currently in compliance in all material respects with such laws and regulations, if it fails to use, discharge or dispose of hazardous materials appropriately, GLOBALFOUNDRIES could be subject to substantial liability or could be required to suspend or

0080292-0000130 ICM:13868868.8 26 01/12/11 modify its affected manufacturing operations at significant cost to it. In addition, GLOBALFOUNDRIES could be required to pay for the cleanup of its affected properties if they are found to be contaminated even if it is not responsible for the contamination. GLOBALFOUNDRIES maintains insurance policies to guard against certain types of legal liability resulting from sudden, unintended and unexpected pollution causing damage to third parties. Its insurance policies do not cover losses incurred in relation to the cleanup of its properties if they are found to be contaminated by GLOBALFOUNDRIES. While GLOBALFOUNDRIES believes its insurance coverage is adequate, there is no assurance that the coverage would be sufficient to cover all potential losses.

The Reduction or Loss of Government Grants and Subsidies could have an Adverse Effect on the Group’s Semiconductor Business and its Results of Operations

GLOBALFOUNDRIES has received grants and subsidies from various agencies of the governments of New York, Saxony, Germany and Singapore as well as the European Union. In the six months ended 30 June 2011 and in 2010 and 2009, U.S.$350 million, U.S.$446 million and U.S.$56 million, respectively, of such grants and subsidies were authorised for disbursement to GLOBALFOUNDRIES. See “Description of the Group—ATIC—Description of GLOBALFOUNDRIES”.

GLOBALFOUNDRIES regularly assesses the likelihood of achieving the conditions attached to the grants and subsidies made to it. While it believes that grant and subsidy requirements will be satisfied, no assurance is given that such grants and subsidies will be disbursed or that GLOBALFOUNDRIES will continue to receive such grants and subsidies in the future for current eligible projects. In addition, no assurance is given that GLOBALFOUNDRIES will not be required to refund any of such grants or subsidies previously disbursed to it because grant and subsidy requirements are not fully achieved. If GLOBALFOUNDRIES is required to refund any of such grants or subsidies previously disbursed to it or if it is unable to obtain grants or subsidies in relation to future projects, this may materially adversely affect the Group’s semiconductor business and its results of operations.

In New York State, a group of taxpayers has filed suit against various New York State agencies and GLOBALFOUNDRIES, claiming that the state’s practice of appropriating funds for the benefit of private, for-profit companies violates the New York State constitution. Although a motion to dismiss was granted in February 2009, that ruling was reversed in 2010 and the lawsuit is now on appeal. In the event that such lawsuit is resolved unfavourably against GLOBALFOUNDRIES, the outcome could adversely affect the Group’s results of operations and financial condition.

The Group’s Semiconductor Business and its Results of Operations could be Materially Adversely Affected by Natural Disasters or Interruptions in the Supply of Utilities in the Locations in which GLOBALFOUNDRIES, its Customers or Suppliers Operate

GLOBALFOUNDRIES has manufacturing and other operations in locations subject to natural disasters such as severe weather, flooding and earthquakes as well as interruptions or shortages in the supply of utilities (such as water and electricity) that could disrupt operations. The frequency and severity of natural disasters have increased recently due to abnormal environmental and climate- related changes. In addition, GLOBALFOUNDRIES’ suppliers and customers also have operations in such locations. For example, many of GLOBALFOUNDRIES’ suppliers and customers and upstream providers of complementary semiconductor manufacturing services, are located in Japan and Taiwan, which are susceptible to earthquakes, flooding, typhoons and droughts from time to time, including most recently the earthquake and related tsunami damage in Japan in March 2011. A natural disaster or interruption in the supply of utilities that results in a prolonged disruption to GLOBALFOUNDRIES’ operations, or the operations of its customers or suppliers, may adversely affect the Group’s semiconductor business and its results of operations.

0080292-0000130 ICM:13868868.8 27 01/12/11 GLOBALFOUNDRIES Faces Risks in Expanding, Constructing and Equiping its Fabs

Where GLOBALFOUNDRIES expands by constructing new fabs or enhancing existing fabs’ manufacturing capabilities, there could be events that could delay the projects or increase the costs of construction and equiping, even if GLOBALFOUNDRIES takes the project management and planning steps it believe are necessary to complete the projects on schedule and within budget. Such potential events include:

• major design and/or construction change caused by changes to the initial building space utilisation plan or equipment layout;

• technological, capacity and other changes to expansion plans necessitated by changes in market conditions;

• shortages and late delivery of building materials and facility equipment as well as delays in the installation, commissioning and qualification of facility equipment;

• labour shortages, strikes and other labour disputes;

• on-site construction problems such as industrial accidents, fires and structural collapse;

• delays in securing the necessary governmental approvals and land leases;

• delays arising from modifications in capacity expansion plans as a result of uncertainty in the global economy; and

• delays arising from shortages and long lead times for delivery of equipment during periods of growth in the industry.

Risks Relating to the Group’s Oil and Gas Business

Revenues from the production and sale of hydrocarbon products (net of royalties) accounted for 27.7 per cent., 38.0 per cent. and 36.7 per cent., respectively, of the Group’s total revenues from the sale of goods and services in the six month period ended 30 June 2011 and in 2010 and 2009, respectively. 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 Issuer’s and the Guarantor’s ability to fulfil their respective obligations in respect of any Notes.

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

0080292-0000130 ICM:13868868.8 28 01/12/11 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 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

0080292-0000130 ICM:13868868.8 29 01/12/11 such as storms and hurricanes and the availability of alternative sources of energy. It is impossible to predict accurately 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.$140.73 per barrel in July 2008 to a low of U.S.$33.36 per barrel in December 2008. In 2009, the monthly average price of the OPEC Reference Basket ranged from a low of U.S.$38.10 per barrel in February 2009 to a high of U.S.$77.88 per barrel in December 2009. In 2010, the monthly average price of the OPEC Reference Basket ranged from a low of U.S.$66.84 per barrel in May 2010 to a high of U.S.$90.73 per barrel in December 2010. On an annual basis, the average price of the OPEC Reference Basket was U.S.$94.45 in 2008, U.S.$61.06 in 2009 and U.S.$77.45 in 2010. In the six month period ended 30 June 2011, the monthly average price of the OPEC Reference Basket ranged from a low of U.S.$92.83 per barrel in January 2011 to a high of U.S.$118.09 per barrel in April 2011 and the average price of the OPEC Reference Basket for the entire six month period was U.S.$106.67. 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 in the first half of 2009, respectively, and future volatility and, in particular, a sustained decline in the price of crude oil or natural gas, could have a material 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 licences. 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 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

0080292-0000130 ICM:13868868.8 30 01/12/11 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.

Risks Relating to the Group’s Aircraft Maintenance and Repair Business

Revenues from aircraft maintenance and repairs accounted for 19.5 per cent., 30.9 per cent. and 32.8 per cent., respectively, of the Group’s total revenues from the sale of goods and services in the six month period ended 30 June 2011 and in 2010 and 2009, respectively. Accordingly, the Group is significantly exposed to risks relating to the aircraft maintenance and repair 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 Issuer’s and the Guarantor’s ability to fulfil their respective obligations in respect of any Notes.

Industry Cycles

The general level of activity of the Group’s aviation MRO businesses is affected by a range of factors including the level of activity in the airline industry and the level of activity of the Group’s military customers. The airline industry is cyclical and in the past has been adversely affected by a number of factors, including economic conditions, increased fuel and labour costs and intense price competition. Changes in patterns of military spending may also reduce demand for services offered by the Group.

Relationship with OEMs

The Group is dependent on manufacturers of aircraft, engines and certain components (referred to as original equipment manufacturers or OEMs) for authority to act as an authorised service centre for such OEMs’ products and for the supply of many of the key parts and components for the equipment that it services. These authorisations have generally been obtained under long-term agreements, but any termination or a failure to participate or participate at reasonable terms in new engine or aircraft programmes may have an adverse affect on the Group’s aviation MRO businesses. In addition, a limitation on the supply of parts and components from OEMs or the inability to obtain them on commercially reasonable terms from OEMs would have a material adverse effect on the Group’s aviation MRO businesses.

Government Regulation

Government regulations in the Group’s major markets require that aviation components be serviced by a certified provider. The Group has obtained the requisite authorisations for its current businesses. The revocation or limitation of any of these authorisations could have a material adverse effect on the Group’s aviation MRO business.

Competition

The aviation MRO markets in which the Group operates are competitive. The Group competes against a range of aviation MRO companies, including the OEMs. Many OEMs bundle the sale of new equipment with aviation MRO services and OEMs have become increasingly active in the aviation

0080292-0000130 ICM:13868868.8 31 01/12/11 MRO aftermarket. In addition, some of the Group’s customers have the capability to perform certain kinds of maintenance, repair and overhaul on their equipment should they decide to do so.

Dependence on Key Customers

The Group is dependent on the servicing requirements of its principal customers. SR Technics, for instance, generates approximately one-fifth of its revenues from Swiss International Airlines and will lose significant turnover should any or all of its existing agreements not be extended beyond their current terms, which expire on different dates between 2012 and December 2015. Another large customer of SR Technics is easyJet, the loss of which would have a similar effect. The easyJet contract expires in 2020, subject to certain early termination rights. Likewise, Abu Dhabi Aircraft Technologies LLC (ADAT) has significant exposure to Etihad Airways P.J.S.C. (Etihad) as its single biggest customer. ADAT’s current contract with Etihad expires at the end of 2011 and a renewal is in the process of being negotiated, although no assurance can be given that this contract will be renewed on substantially similar terms or at all.

The amount of aviation MRO work undertaken for a customer is directly related to the customer’s use patterns of the equipment concerned (for example, number of cycles or flight hours). Any decrease in equipment usage by a key customer (for example, because of a downturn or a customer’s business declining) will directly impact the Group’s aviation MRO revenues, even though most agreements provide for an exclusive use of the Group’s aviation MRO services in respect of certain equipment.

No assurance can be given that the Group’s principal customers will continue to utilise the services of the Group or that any of the agreements with such customers will be modified, extended or renewed on terms which are favourable to the Group. The loss of any one or more of the Group’s major customers or a reduction in their activities or spending could have a materially adverse effect on the Group’s aviation MRO business.

Aviation Liability Risks

The Group has aviation liability insurance which it believes provides coverage in amounts and on terms that are generally consistent with industry practice. Although the Group has insurance arrangements in place that management believes will be adequate, there is no assurance that insurance coverage for such risks will continue to be available in the market or available at an acceptable cost. Further, the Group could be subject to a material loss to the extent that a claim is made against the Group which is not covered in whole or in part by insurance and for which third party indemnification is not available.

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

A significant proportion of the Group’s investments are 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.

0080292-0000130 ICM:13868868.8 32 01/12/11 Since early 2008, global credit markets, particularly in the United States and Europe, have experienced difficult conditions of varying intensity. These challenging market conditions have resulted at times 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 adversely affected in the future by any deterioration of general economic conditions in the markets in which the Group 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.

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 is pursuing and intends to continue 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, less stable or predictable legal systems 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.

0080292-0000130 ICM:13868868.8 33 01/12/11 During the Ordinary Course of Business, Group Companies may Become Subject to Lawsuits which could Materially and Adversely Affect the Group

From time to time, Group companies may in the ordinary course of business be named as defendant in lawsuits, claims and other legal proceedings. These actions may seek, among other things, compensation for alleged losses, civil penalties or injunctive or declaratory relief. In the event that any such action is ultimately resolved unfavourably at amounts exceeding the Group’s accrued liability, or at material amounts, the outcome could materially and adversely affect 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.

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 a significant proportion of its operations and interests 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. In particular, since early 2011 there has been political unrest in a range of countries in the MENA region, including Algeria, Bahrain, Egypt, Libya, Oman, Saudi Arabia, Syria, Tunisia and Yemen. This unrest has ranged from public demonstrations to, in extreme cases, armed conflict and civil war and has given rise to increased political uncertainty across the region. 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.

0080292-0000130 ICM:13868868.8 34 01/12/11 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 and stability, there can be no assurance that such growth or stability will continue. 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.

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. 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 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 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.

0080292-0000130 ICM:13868868.8 35 01/12/11 FACTORS THAT MAY AFFECT THE ISSUER’S ABILITY TO FULFIL ITS OBLIGATIONS UNDER NOTES ISSUED UNDER THE PROGRAMME

The Issuer has a Limited Operating History

The Issuer is a company with limited liability incorporated under the laws of The Netherlands on 26 March 2009 and, accordingly, only has a limited 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 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:

0080292-0000130 ICM:13868868.8 36 01/12/11 • 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.

0080292-0000130 ICM:13868868.8 37 01/12/11 DOCUMENTS INCORPORATED BY REFERENCE

The following documents which have previously been published and have been filed with the Financial Services Authority shall be incorporated in, and form part of, this Prospectus:

1. the auditors’ report and audited financial statements of the Issuer for the period from 26 March 2009 (the date of its incorporation) to 31 December 2009;

2. the auditors’ report and audited financial statements of the Issuer for the year ended 31 December 2010;

3. the auditors’ report and audited consolidated financial statements of the Company for the year ended 31 December 2009;

4. the auditors’ report and audited consolidated financial statements of the Company for the year ended 31 December 2010;

5. the auditor’s review report and unaudited condensed consolidated financial statements of the Company for the six month period ended 30 June 2011;

6. the sections set out below of the Base Prospectus:

Section Page Numbers

Service of Process and Enforcement of Civil Liabilities ...... 4

Notice to Bahrain Residents...... 4

Kingdom of Saudi Arabia Notice ...... 4 and 5

Cautionary Statement Regarding Forward Looking Statements ..... 8

Risk Factors—Factors which are Material for the Purpose of 31 to 37 Assessing the Market Risks Associated with Notes issued under the Programme ......

Form of the Notes ...... 46 to 48

Terms and Conditions of the Notes ...... 61 to 91 (as amended by the Supplement referred to below)

Use of Proceeds ...... 92

Description of the Issuer ...... 93

Book-Entry Clearance Systems ...... 202 to 205

Taxation ...... 206 to 215

Subscription and Sale and Transfer and Selling Restrictions...... 218 to 227

General Information—Certain Additional Information Relating to 230

0080292-0000130 ICM:13868868.8 38 01/12/11 the Company ......

The non-incorporated parts of the Base Prospectus are either not relevant for investors in the Notes or are included elsewhere in this Prospectus.

7. the supplement (the Supplement) dated 23 November 2011 to the Base Prospectus;

Copies of documents incorporated by reference in this Prospectus can be obtained from the registered office of the Issuer and from the specified office of the Paying Agent for the time being in London. Copies of the Company’s audited and unaudited condensed consolidated financial statements can be obtained through the links in the RNS announcements dated 6 May 2010, 1 April 2011 and 27 September 2011, respectively, on the website of the London Stock Exchange.

Any documents themselves incorporated by reference in the documents incorporated by reference in this Prospectus shall not form part of this Prospectus.

0080292-0000130 ICM:13868868.8 39 01/12/11 CONDITIONS RELATING TO THE NOTES

The terms and conditions relating to the Notes (the Base Conditions) are set out in the Base Prospectus and are incorporated by reference in this Prospectus. The Base Conditions will, save to the extent amended or supplemented by the information contained in the Final Terms set out below, apply to the Notes.

FINAL TERMS RELATING TO THE NOTES

24 November 2011

MDC – GMTN B.V.

Issue of €80,000,000 4.15 per cent. Notes due 2018 under the Global Medium Term Note Programme

Guaranteed by Mubadala Development Company PJSC

PART A — CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 13 April 2011 and the supplement to the Base Prospectus dated 23 November 2011 which are incorporated by reference in the Prospectus dated 2 November 2011 (the Prospectus) prepared in connection with the issue of Notes described herein. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus which constitutes a prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive). Full information on the Issuer, the Guarantor and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus is available for viewing at the registered office of the Issuer during normal business hours at De Lairessestraat 154, 1075 HL Amsterdam, The Netherlands and copies may be obtained from the registered office of the Principal Paying Agent during normal business hours at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom.

1. (a) Issuer: MDC – GMTN B.V.

(b) Guarantor: Mubadala Development Company PJSC

2. (a) Series Number: 8

(b) Tranche Number: 1

3. Specified Currency or Currencies: Euro (€)

4. Aggregate Nominal Amount:

(a) Series: €80,000,000

(b) Tranche: €80,000,000

5. Issue Price: 100 per cent. of the Aggregate Nominal Amount

6. (a) Specified Denominations: €100,000

0080292-0000130 ICM:13868868.8 40 01/12/11 (b) Calculation Amount: €100,000

7. (a) Issue Date: 29 November 2011

(b) Interest Commencement Date: Issue Date

8. Maturity Date: 29 November 2018

9. Interest Basis: 4.15 per cent. Fixed Rate (further particulars specified below)

10. Redemption/Payment Basis: Redemption at par

11. Change of Interest Basis or Not Applicable Redemption/Payment Basis:

12. Put/Call Options: Change of Control Put (further particulars specified below)

13. (a) Status of the Notes: Senior

(b) Status of the Guarantee: Senior

14. Method of distribution: Non-syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15. Fixed Rate Note Provisions: Applicable

(a) Rate(s) of Interest: 4.15 per cent. per annum payable annually in arrear

(b) Interest Payment Date(s): 29 November in each year up to and including the Maturity Date, subject to adjustment in accordance with paragraph 15(g) below. Any adjustment of an Interest Payment Date in accordance with that paragraph will only affect the due date for payment of the Fixed Coupon Amount referred to in paragraph 15(c) below and will have no effect on the amount of the Fixed Coupon Amount so specified.

(c) Fixed Coupon Amount(s): €4,150 per Calculation Amount

(d) Broken Amount(s): Not Applicable

(e) Day Count Fraction: 30/360

(f) Determination Date(s): Not Applicable

(g) Other terms relating to the (h) The first sentence of Condition method of calculating interest for 7(f) of the Notes is deleted and Fixed Rate Notes: replaced as follows:

0080292-0000130 ICM:13868868.8 41 01/12/11 (i) “If the date for payment of any amount in respect of any Note, Receipt or Coupon is not a Payment Day, the holder thereof shall not be entitled to payment until the next following Payment Day unless it would thereby fall into the next calendar month, in which event the date for payment shall be brought forward to the immediately preceding Payment Day.”

16. Floating Rate Note Provisions: Not Applicable

17. Zero Coupon Note Provisions: Not Applicable

18. Index Linked Interest Note Provisions: Not Applicable

19. Dual Currency Interest Note Provisions: Not Applicable

PROVISIONS RELATING TO REDEMPTION

20. Issuer Call: Not Applicable

21. Investor Put: Not Applicable

22. Change of Control Put: Applicable

(a) Change of Control Redemption €100,000 per Calculation Amount Amount:

(b) Any other provisions relating to Not Applicable Change of Control Put:

23. Final Redemption Amount: €100,000 per Calculation Amount

24. Early Redemption Amount payable on €100,000 per Calculation Amount redemption for taxation reasons or on event of default and/or the method of calculating the same (if required or if different from that set out in Condition 8(e)):

GENERAL PROVISIONS APPLICABLE TO THE NOTES

25. Form of Notes: Bearer Notes

Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note

26. Additional Financial Centre(s) or other TARGET special provisions relating to Payment Days:

0080292-0000130 ICM:13868868.8 42 01/12/11 27. Talons for future Coupons or Receipts to No be attached to Definitive Notes in bearer form (and dates on which such Talons mature):

28. Details relating to Partly Paid Notes: Not Applicable amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:

29. Details relating to Instalment Notes:

(a) Instalment Amount(s): Not Applicable

(b) Instalment Date(s): Not Applicable

30. Redenomination applicable: Redenomination not applicable

31. Other final terms: Not Applicable

DISTRIBUTION

32. (a) If syndicated, names of Not Applicable Managers:

(b) Date of Subscription Agreement: Not Applicable

(c) Stabilising Manager(s) (if any): Not Applicable

33. If non-syndicated, name of relevant Natixis Dealer: 47, quai d’Austerlitz 75013 Paris France

34. U.S. Selling Restrictions: Regulation S Category 2; TEFRA D

35. Additional selling restrictions: Not Applicable

36. Additional U.S. Federal income tax Not Applicable disclosure:

37. Additional ERISA disclosure: Not Applicable

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue and admission to trading on the London Stock Exchange's regulated market and listing on the Official List of the UK Listing Authoirty of the Notes described herein pursuant to the Global Medium Term Note Programme of MDC – GMTN B.V.

0080292-0000130 ICM:13868868.8 43 01/12/11 RESPONSIBILITY

The Issuer and the Guarantor accept responsibility for the information contained in these Final Terms.

Signed on behalf of MDC – GMTN B.V.: Signed on behalf of Mubadala Development Company PJSC:

By: ______By: ______Duly authorised Duly authorised

By: ______Duly authorised

0080292-0000130 ICM:13868868.8 44 01/12/11 PART B—OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

(i) Listing and Admission to Application has been made by the Issuer (or on trading: its behalf) for the Notes to be admitted to trading on the London Stock Exchange’s regulated market and to be listed on the Official List of the UK Listing Authority with effect from 6 December 2011

(ii) Estimate of total expenses related €3,900 to admission to trading:

2. RATINGS

Ratings: The Guarantor has been rated:

S&P: AA

Moody’s ME: Aa3

Fitch: AA Standard & Poor’s Credit Market Services Europe Limited is established in the European Union and is registered under Regulation (EC) No. 1060/2009 as amended (the CRA Regulation).

Fitch Ratings Ltd. is established in the European Union and is registered under the CRA Regulation.

Moody’s Middle East Limited is not established in the European Union and has not applied for registration under Regulation (EC) No. 1060/2009. However, Moody’s Investors Service Ltd., which is established in the European Union and is registered under the CRA Regulation, endorses credit ratings of Moody’s Middle East Limited.

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save for any fees payable to the Dealer, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer.

4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

Not Applicable

0080292-0000130 ICM:13868868.8 45 01/12/11 5. YIELD

Indication of yield: 4.15 per cent. per annum

The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

6. PERFORMANCE OF INDEX/FORMULA AND OTHER INFORMATION CONCERNING THE UNDERLYING

Not Applicable

7. PERFORMANCE OF RATE[S] OF EXCHANGE

Not Applicable

8. OPERATIONAL INFORMATION

(i) ISIN Code: XS0708292825

(ii) Common Code: 0708292825

(iii) CUSIP: Not Applicable

(iv) CINS: Not Applicable

(v) Any clearing system(s) other Not Applicable than DTC, Euroclear and Clearstream, Luxembourg and the relevant identification number(s):

(vi) Delivery: Delivery against payment

(vii) Names and addresses of Not Applicable additional Paying Agent(s) (if any):

0080292-0000130 ICM:13868868.8 46 01/12/11 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.

Based on IMF data for 2010 (extracted from the World Economic Database (September 2011)), the UAE is the third largest economy in the MENA region after Saudi Arabia and Iran based on nominal GDP and the second largest after Qatar based on nominal GDP per capita. It has a more diversified economy than most of the other countries in the GCC. According to OPEC data, at 31 December 2010, the UAE had approximately 6.7 per cent. of the world’s proven global oil reserves (giving it the sixth largest oil reserves in the world). Based on IMF data (extracted from the World Economic Database (September 2011)) real GDP growth in the UAE increased by 3.2 per cent. in 2010 following a decrease of 3.2 per cent. in 2009. Based on the same source, real GDP in the UAE grew by 5.3 per cent. in 2008, 6.5 per cent. in 2007, 8.9 per cent. in 2006 and 8.6 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 23 April 2010, Moody’s ME reaffirmed the UAE’s long-term credit rating of Aa2 with a stable outlook. The principal reason cited for this high investment grade rating is the assumption that the obligations of the federal government will be fully supported by Abu Dhabi.

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 6.3 per cent. of the world’s proven oil reserves (which were 1,468 billion barrels according to OPEC at 31 December 2010). In recent years, Abu Dhabi has produced between 2.2 and 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 192,549 billion standard cubic metres (according to OPEC at 31 December 2010).

0080292-0000130 ICM:13868868.8 47 01/12/11 The table below shows Abu Dhabi’s crude oil production (excluding condensates), exports and average selling prices for each of the years indicated.

2005 2008 2009 2010 Crude oil production (million b/d) ...... 2.2 2.5 2.2 2.3* Crude oil exports (million b/d) ...... 2.1 2.3 2.0 2.0* Oil, gas and oil product exports (U.S.$ billions)...... 50.3 98.1 53.5* 75.7* Average crude oil price (U.S.$ per barrel)...... 51.9 96.6 62.7 78.5 ______Source: Abu Dhabi National Oil Company. Figures marked * are preliminary estimates.

The population of the UAE, based on a census carried out in 2005, was approximately 4.1 million, of whom approximately 1.4 million resided in Abu Dhabi. The UAE National Bureau of Statistics estimated the population of the UAE to be approximately 9.1 million at the end of 2009 and approximately 9.2 million in mid-2010. The current census, for 2010, is underway.

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 since 1975.

1975 1980 1985 1995 2001 2005 Abu Dhabi population ..... 211,812 451,848 566,036 942,463 1,170,254 1,399,484 Total UAE population ..... 557,887 1,042,099 1,379,303 2,411,041 3,488,000 4,106,427 ______Source: Official census data published by the UAE National Bureau of Statistics, except 2001 UAE population which is a Ministry of Economy estimate

Since 2005, the Abu Dhabi Statistics Centre (the Statistics Centre) has estimated the Emirate’s population to have grown by around 7.0 per cent. annually to 1,967,659 in 2010.

In mid 2010 and based on Statistics Centre estimates, Abu Dhabi had a predominantly young population with 0.8 per cent. being 65 and over and 21.1 per cent. being under the age of 15. The population mix in mid 2010 is estimated by the Statistics Centre to have comprised 22.0 per cent. UAE nationals and 78.0 per cent. non-nationals, principally expatriate workers from Asian and other Middle Eastern countries.

According to the Statistics Centre, Abu Dhabi’s nominal GDP per capita was approximately U.S.$85,854 in 2010 which makes it one of the highest in the Gulf region. The oil and gas industry dominates Abu Dhabi’s economy and contributed approximately U.S.$83.9 billion, or 49.7 per cent., of nominal GDP in 2010. Increases in oil and gas production rates combined with increases in oil prices contributed significantly to the growth in Abu Dhabi’s nominal GDP from 2004 to 2008 and again in 2010. Oil prices declined significantly in the second half of 2008 and this fact was the principal reason for the decline in Abu Dhabi’s nominal GDP in 2009.

No meaningful real GDP information is currently available for Abu Dhabi as a result of historic uncertainties surrounding the calculation of inflation for the Emirate. It is anticipated that real GDP data may become available later in 2011.

The tables below show Abu Dhabi’s nominal GDP, its percentage growth rate, the UAE’s nominal GDP and the percentage contribution of Abu Dhabi’s nominal GDP to the UAE’s nominal GDP for each of the years indicated.

0080292-0000130 ICM:13868868.8 48 01/12/11 2005 2006 2007 2008 2009 2010 (AED billions, except for percentage) Abu Dhabi nominal GDP (current price) 383.4 492.3 545.4 705.2 535.3 620.3 Percentage change in Abu Dhabi nominal GDP ...... 30.7 28.4 10.8 29.3 (24.1) 15.9 UAE nominal GDP (current prices) ...... 663.3 815.7 948.1 1,156.3 992.8 1,093.1 Abu Dhabi as a percentage of UAE ...... 57.8 60.4 57.5 61.0 53.9 56.7 ______Sources: Statistics Centre (for Abu Dhabi nominal GDP) and UAE National Bureau of Statistics (for UAE nominal GDP only)

Abu Dhabi’s GDP is dominated by the oil and gas sector, which contributed 56.2 per cent. of nominal GDP in 2005, 59.2 per cent. in 2006, 56.4 per cent. in 2007, 58.5 per cent. in 2008, 44.6 per cent. in 2009 and 49.7 per cent. in 2010. Outside the oil and gas sector, the principal contributors to nominal GDP in Abu Dhabi in each of 2005, 2006, 2007, 2008, 2009 and 2010 have been: construction; real estate and business services; manufacturing; transport, storage and communications; financial institutions and insurance; and wholesale and retail trade and repairing services, which together, accounted for 37.0 per cent. of nominal GDP in 2005, 35.4 per cent. in 2006, 38.3 per cent. in 2007, 36.0 per cent. in 2008, 48.1 per cent. in 2009 and 43.9 per cent. in 2010.

In terms of growth, the fastest growing sectors between 2005 and 2010 were construction; public administration and defence; real estate and business services; financial institutions and insurance; and restaurants and hotels, with compound annual growth rates of 20.6 per cent., 14.5 per cent., 13.0 per cent., 11.5 per cent. and 10.5 per cent., respectively.

Excluding oil and gas, which are treated as being under public ownership, public administration and defence accounted for 3.7 per cent. of GDP in 2010.

The following tables show 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 (2005 (2007 compared (2006 compared to 2004, compared to (AED % (AED to 2005, % (AED 2006, % millions) (%) change) millions) (%) change) millions) (%) change) Sector Crude oil and natural gas...... 215,455 56.2 45.9 291,464 59.2 35.3 307,445 56.4 5.5 Manufacturing...... 28,645 7.5 23.2 32,949 6.7 15.0 35,270 6.5 7.0 Public administration and defence 10,324 2.7 (8.2) 10,675 2.2 3.4 11,571 2.1 8.4 Construction ...... 26,321 6.9 25.6 36,922 7.5 40.3 47,036 8.6 27.4 Real estate and business services.. 25,621 6.7 20.2 31,660 6.4 23.6 40,088 7.4 26.6 Wholesale, retail trade and 19,864 5.2 12.5 22,533 4.6 13.4 26,160 4.8 16.1 repairing services...... Financial institutions and insurance 17,988 4.7 17.6 21,119 4.3 17.4 27,294 5.0 29.2 ...... Transport, storage and 23,604 6.2 17.5 28,985 5.9 22.8 33,292 6.1 14.9 telecommunications...... Agriculture, livestock and fishing. 5,863 1.5 (16.1) 5,603 1.1 (4.4) 5,591 1.0 (0.2) Electricity, gas and water ...... 8,655 2.3 31.3 10,365 2.1 19.7 12,592 2.3 21.6 Hotels and restaurants...... 3,602 0.9 21.8 4,265 0.9 18.4 4,864 0.9 14.0 Other ...... 8,925 2.3 6.8 9,375 1.9 5.0 10,398 1.9 10.9 (less imputed bank services) ...... (11,436) (3.0) 25.8 (13,654) (2.8) 19.4 (16,233) (3.0) 18.9 Total GDP ...... 383,430 100.0 30.7 492,250 100.0 28.4 545,368 100.0 10.8

2008 2009 2010 (2010 (2008 (2009 compared compared compared to (AED to 2007, % (AED to 2008, % (AED 2009, % millions) (%) change) millions) (%) change) millions) (%) change) Sector Crude oil and natural gas...... 412,774 58.5 34.3 239,066 44.6 (42.1) 308,022 49.7 28.9 Manufacturing...... 39,211 5.6 11.2 30,560 5.7 (22.1) 33,860 5.5 10.8 Public administration and defence 18,653 2.6 61.2 20,559 3.8 10.2 23,231 3.7 13.0 Construction ...... 65,655 9.3 39.6 79,310 14.8 20.8 80,925 13.0 2.0 Real estate and business services.. 46,749 6.6 16.6 50,223 9.4 7.4 53,414 8.6 6.4

0080292-0000130 ICM:13868868.8 49 01/12/11 2008 2009 2010 (2010 (2008 (2009 compared compared compared to (AED to 2007, % (AED to 2008, % (AED 2009, % millions) (%) change) millions) (%) change) millions) (%) change) Wholesale, retail trade and 32,479 4.6 24.2 28,484 5.3 (12.3) 29,999 4.8 5.3 repairing services...... Financial institutions and 29,575 4.2 8.4 30,154 5.6 2.0 34,498 5.6 14.4 insurance ...... Transport, storage and 39,918 5.7 19.9 39,134 7.3 (2.0) 39,661 6.4 1.3 telecommunications...... Agriculture, livestock and fishing. 5,786 0.8 3.5 5,988 1.1 3.5 6,111 1.0 2.1 Electricity, gas and water ...... 14,010 2.0 11.3 14,458 2.7 3.2 14,366 2.3 (0.6) Hotels and restaurants...... 6,762 1.0 39.0 6,283 1.2 (7.1) 6,572 1.1 4.6 Other ...... 13,405 1.9 28.9 13,728 2.6 2.4 15,648 2.6 14.0 (less imputed bank services) ...... (19,815) (2.8) 22.1 (22,575) (4.2) 13.9 (25,990) (4.2) 15.1 Total GDP ...... 705,159 100.0 29.3 535,311 100.0 (24.1) 620,316 100.0 15.9 ______Source: Statistics Centre

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 by Moody’s ME on 23 April 2010. The reasons cited for these high investment grade ratings include a very strong government balance sheet, abundant hydrocarbon resources, high (albeit volatile) GDP per capita, domestic political stability and strong international relations. On the other hand, Moody’s ME also noted the troubled regional political environment, the fact that Abu Dhabi has weaker institutions than other highly rated countries, its volatile GDP caused by a concentration on hydrocarbons and its substantial, in Moody’s ME’s opinion, domestic contingent liabilities.

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 14 members appointed by Emiri Decree issued on 14 December 2010.

Departments, authorities and councils are established by Emiri Decree and are subject to the authority of the Executive Council. 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.

The chart below summarises the structure of the Government.

0080292-0000130 ICM:13868868.8 50 01/12/11 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.

0080292-0000130 ICM:13868868.8 51 01/12/11 RELATIONSHIP WITH THE GOVERNMENT

Abu Dhabi’s leaders have a long-term strategy of diversifying Abu Dhabi’s economy away from its reliance on oil and gas as the single major revenue source with a view to creating conditions that allow Emiratis to participate fully in the wealth of Abu Dhabi. The strategy envisages the Government moving away from being a supplier of goods and services, limiting the role of the Government to that of a facilitator and an investor in the public facilities and infrastructure needed to fulfil its vision. Accordingly, the private sector and Government-owned investment entities like the Company will be used to drive the process of diversification.

The Company was created to play an integral role in this strategy by seeking to generate sustainable economic benefits for Abu Dhabi through partnerships with local, regional and international investors to implement projects that produce financial returns as well as build a sustainable future for the people of the Emirate of Abu Dhabi. Given this role, the Company has a strong relationship with the Government, which is described in more detail below.

The Company believes that the establishment of the Programme is helping the Group to fulfil its development mandate. The Programme reduces the Group’s reliance on the senior bank funding market and allows it to diversify its funding sources. It also allows the Group to obtain funding in a number of currencies, issue debt with a range of maturities and take advantage of market conditions as they arise. In addition, the Company is using issuances under the Programme to drive high standards of transparency, corporate governance and accountability within the Group, and to leverage the Government’s capital contributions.

Abu Dhabi’s Development Strategy

The Government’s development strategy has been prepared using both a top down and bottom up approach, as illustrated in the diagram below:

0080292-0000130 ICM:13868868.8 52 01/12/11 From a top down perspective, the Government published its Policy Agenda 2007-2008 (the Policy Agenda) which established overall, long-term policy agendas to drive economic, social and geopolitical/governance change. The policy agenda establishes four priority areas of focus aimed at ensuring that the high-level guidelines for Abu Dhabi’s socio-economic development are met:

• economic development;

• social and human resource development;

• infrastructure development and environmental sustainability; and

• optimisation of the role of the Government in the future of the Emirate.

These four priority areas formed the basis of the enabling agendas identified in the diagram above.

Drawing on the Policy Agenda, the Government published its Abu Dhabi Economic Vision 2030 (the 2030 Economic Vision) in January 2009, which develops the Government’s strategic vision in relation to economic change over the period to 2030 in line with the overall vision articulated in the Policy Agenda. Similar strategies have also been developed in relation to the agendas for social and geopolitical/governance change identified in the Policy Agenda.

The Government has also adopted certain enabling agendas to ensure that the policy goals set forth in the Policy Agenda are achieved. The enabling agendas focus on, among other things, fiscal and monetary policy and trade, human resources, infrastructure and utilities, and services. The Plan Abu Dhabi 2030—Urban Framework Plan (the Abu Dhabi Urban Framework Plan) sets forth the enabling agenda for infrastructure and utilities for the city of Abu Dhabi and its surrounding areas. Similar plans have been or are being prepared in relation to the Emirate’s other two regions, the eastern region (Al Ain and its surrounding areas) and the western region (known as Al Gharbia).

Enabling agendas in turn set the framework for a number of medium-term (five-year) strategic plans prepared in relation to each of the strategic sectors identified in the 2030 Economic Vision (see “— 2030 Economic Vision”) and for each of the principal Government departments responsible for those sectors. The strategic plans for each sector have been or are being prepared on the basis of a bottom up approach following in-depth analysis of each sector and consultations with the key enterprises involved in each sector. These medium-term plans are reviewed regularly to ensure that they adapt to changing circumstances and will, in turn, allow the development of short-term (1-2 year) operating plans by the relevant Government departments.

Policy Agenda

The Policy Agenda was published by the Executive Council and outlines the key goals and Government initiatives in development across a range of authority and department portfolios in the Emirate. It identifies the role public and private entities will play in the further social and economic development of the Emirate and identifies opportunities for the private sector to engage with the public sector. To this end, the Policy Agenda sets out four priority areas of focus: economic development; social and human resource development; infrastructure development and environmental sustainability; and optimisation of the role of government in the future of the Emirate. Each of these priority areas is underpinned by nine pillars of policy intended to form the architecture of the Emirate’s social, political and economic future. These nine pillars are:

• establishing a large empowered private sector;

• developing a sustainable knowledge-based economy;

0080292-0000130 ICM:13868868.8 53 01/12/11 • creating an optimal and transparent regulatory framework;

• continuing the Emirate’s strong and diverse international relationships;

• optimising the Emirate’s resources;

• establishing a premium educational, healthcare and infrastructure asset base;

• ensuring international and domestic security;

• maintaining Abu Dhabi’s values, culture and heritage; and

• contributing in a significant and ongoing manner to the federation of the UAE.

Economic Development: The strategy for economic development focuses on three core areas:

• an economy-wide effort to raise productivity, including expansion of the private sector through privatisation and public private partnerships, the creation of the Abu Dhabi Council for Economic Development to support ongoing dialogue between the Government and the private sector, the adoption of asset-clustering strategies, whereby a sector will be supported by a cluster of goods and services providers within and around the sector to help the development and success of the sector, to help achieve an efficient and diversified economy (the initial clusters being basic industries and petrochemicals, real estate and tourism, aviation and logistics) and the establishment of The Higher Corporation for Specialized Economic Zones (ZonesCorp) to promote and manage specialised economic and industrial zones and provide infrastructure to stimulate non-oil economic sectors;

• diversifying the energy sector and the economy, with a focus on strengthening downstream (refining, transportation and distribution) capabilities through the application of better processes, products and technologies, expanding the proportion of value-added exports such as refined and semi-refined products in the petrochemicals sector in particular, pursuing geographic diversification through strategic investments in upstream and downstream hydrocarbon assets outside the UAE through entities such as IPIC and leveraging its activities in the hydrocarbon sector to diversify into new industrial activities; and

• development of a high-end tourism market aimed at attracting three million visitors per year by 2015. The Emirate’s tourism strategy is being implemented by the Abu Dhabi Tourism Authority, which was founded in September 2004. The strategy focuses on three main areas: marketing Abu Dhabi globally as a tourist destination; developing tourism infrastructure and upgrading the Emirate’s tourist attractions and services; and overseeing the tourism sector including in terms of licensing and quality control.

Social and Human Resources: The Government is focusing on developing its human and social capital through improvements in education and healthcare, effective management of labour resources, raising standards in the civil service, increasing the awareness of UAE nationals of their culture and heritage and improvements in food safety, hygiene and quality.

Infrastructure and the Environment: The Government is also focusing on improvements, particularly in the fields of urban planning, transport, the environment, health and safety, municipal affairs and police and emergency services.

Government Sector: Finally, a Government sector restructuring envisaged in the Policy Agenda has been undertaken to increase local government’s efficiency and effectiveness by delivering services based on transparent, consistent and coherent policies and processes. The restructuring programme,

0080292-0000130 ICM:13868868.8 54 01/12/11 which was completed in 2008, marks a transition from a centralised decision-making process to a more streamlined approach characterised by the decentralisation of authority and decision-making. Significant tangible outcomes of the restructuring include the reduction of Abu Dhabi municipality employees from around 30,000 before the restructuring to around 3,000 at the end of 2009 as a result of outsourcing, enhanced private sector involvement in education and healthcare and decentralisation of decision making from the Department of Finance to other governmental departments.

2030 Economic Vision

Based on the principles set out in the Policy Agenda, in January 2009, the Government announced a long- term vision to turn Abu Dhabi into a knowledge-based economy and reduce its dependence on the oil sector. The 2030 Economic Vision is a comprehensive plan to diversify the Emirate’s economy and grow the contribution of the non-oil sector significantly by 2030 with a view to reaching equilibrium between oil and non-oil trade by 2028. It examines the current economic environment in Abu Dhabi and identifies key areas for improvement in order to achieve the goals laid out in the Policy Agenda. The 2030 Economic Vision identifies two underlying economic policy priorities: the need to build a sustainable economy and the need to ensure that social and regional development is balanced to bring the benefits of economic growth and well-being to the entire population of the Emirate.

For both of these economic policy priorities, a number of specific core economic objectives have been identified. These include enhancing competitiveness, productivity and diversification, which is intended to reduce the volatility of growth; enlarging the enterprise base by encouraging entrepreneurs, small enterprises and foreign direct investment; and enabling the development of new national champion enterprises to act as economic anchors. In addition, to ensure that social and regional development reaches all sections of society, the 2030 Economic Vision envisages action to enable the Emirate’s youth to enter the workforce, to maximise the participation of women and to continue to attract skilled labour from abroad.

In addition to the economic policy priorities and the core economic objectives, seven areas of specific economic focus have been identified, each having additional specific objectives that must be achieved in order for the government’s stated economic vision to be realised. The seven areas of economic focus are:

• building an open, efficient, effective and globally integrated business environment;

• adopting a disciplined fiscal policy that is responsive to economic cycles;

• establishing a resilient monetary and financial market environment with manageable levels of inflation;

• driving significant improvements in the labour market;

• developing a sufficient and resilient infrastructure capable of supporting the anticipated economic growth;

• developing a highly skilled and highly productive workforce; and

• enabling financial markets to become the key financiers of economic sectors and projects.

The 2030 Economic Vision aims to achieve its goals by focusing resources on 12 sectors to drive the Emirate’s future growth. These sectors are:

• oil and gas;

0080292-0000130 ICM:13868868.8 55 01/12/11 • petrochemicals;

• metals;

• aviation, aerospace and defence;

• pharmaceuticals, biotechnology and life sciences;

• tourism;

• healthcare equipment and services;

• transportation, trade and logistics;

• education;

• media;

• financial services; and

• telecommunication services.

The 2030 Economic Vision seeks to grow Abu Dhabi’s GDP by an average of seven per cent. per annum through 2015, and thereafter to stabilise growth at an average of six per cent. per annum, for a total growth in GDP of over 500 per cent. by 2030. This growth is not expected to be consistent throughout the period, as different economic cycles and the fluctuation in oil prices will mean that rates of growth will vary from time to time. The Government also intends to foster non-oil GDP growth at a higher rate than that of the oil sector, with a goal of reaching equilibrium in oil and non- oil trade by 2028. These economic gains are expected to be achieved with the support of a sound monetary and fiscal policy designed to support Abu Dhabi’s businesses in increasingly competitive global markets. However, no assurance can be given that these economic gains will be achieved as anticipated or at all.

Urban Framework Plans

In September 2007, the Executive Affairs Authority of Abu Dhabi published the Abu Dhabi Urban Framework Plan, a significant urban planning initiative intended to articulate an urban plan to guide the evolution of the city of Abu Dhabi to the year 2030. The Abu Dhabi Urban Framework Plan sets an environmental context within which urban development should be undertaken and confirms an urban structure of land use, transportation, open space, built form and national capital arrangements. It does not provide specifications for any particular site, but rather guiding principles for the overall development of the city of Abu Dhabi. Similar plans have been prepared for the eastern region and the western region of the Emirate. Together, these plans cover the entire Emirate.

The Abu Dhabi Urban Framework Plan anticipates two distinct phases of development. The initial phase is intended to extend to 2015 and focuses on establishing the structural framework for future growth, such as transit and infrastructure, and to address areas of acute pressure. The two principal developments to be undertaken in this phase are the Central Business District development on Sowwah Island and the development of the Capital District. The second phase extends from 2015 to 2030 and is expected to be principally concerned with accommodating an expanding economy and population through the development of higher density housing and the expansion of development within the industrial areas.

0080292-0000130 ICM:13868868.8 56 01/12/11 The Abu Dhabi Urban Framework Plan recommends supplementing existing areas of the city of Abu Dhabi with a number of new, distinct zones and expanding the city’s transport system into a multi- layered network that connects the downtown core with new growth nodes and the developed islands. The aim of the Abu Dhabi Urban Framework Plan is to allow the city to expand through sustainable development, with controlled growth and coordinated development. Sustainability under the Abu Dhabi Urban Framework Plan is envisaged to revolve around the natural environment, economic development and cultural heritage.

Although Abu Dhabi has an abundance of fossil fuels, the Abu Dhabi Urban Framework Plan recognises this as a finite resource and regards diversification of the economy as necessary. The Abu Dhabi Urban Framework Plan promotes capitalising on the region’s natural supply of solar and wind power to augment its fossil fuel driven economy. It also seeks to monitor carefully the balance between supply and demand of real estate in order to try to avoid sudden market corrections.

Effect of Recent Developments on the Strategy

As a result of the global financial crisis and its impact on Abu Dhabi’s economy in 2009, a re- assessment of certain goals set out in the 2030 Economic Vision, including in particular the planned GDP growth and the population assumptions underlying the 2030 Economic Vision, is being undertaken. Whilst the long-term strategy remains in place, the Government is focusing on ensuring that financial discipline is maintained and identifying specific projects which, in light of changed circumstances, may be deferred or adapted to reflect those circumstances. An example relates to certain planned public transport improvements in Abu Dhabi which are likely to be deferred given the slowdown in current and anticipated population growth as a result of the global financial crisis.

The Company’s Role in Abu Dhabi’s Development Strategy

Abu Dhabi’s development strategy is centred around four priority areas: economic development; social and human resource development; infrastructure development and environmental sustainability; and optimisation of the role of the Government in the future of the Emirate.

The Company is mandated to implement a significant part of the development strategy, particularly the Government’s initiative to reduce Abu Dhabi’s reliance on oil and oil-related products, diversify its industries to develop a multi-sector driven economy and stimulate private sector growth, as set out in the Policy Agenda. Two examples of the Company’s contribution in this respect are its leading role in the establishment of Emirates Aluminium Park, an aluminium-related cluster at Al Taweelah of which EMAL is a major element, see “Description of the Group—Business Areas—Mubadala Industry—EMAL”, and its role, in conjunction with AMD, in the creation of GLOBALFOUNDRIES, which is described under “Description of the Group—ATIC”.

The Group’s business lines span a number of different sectors and industries, all of which are important to the Government’s development strategy which focuses on the following sectors: oil and gas; petrochemicals; metals; aviation, aerospace and defence; pharmaceuticals, biotechnology and life sciences; tourism; healthcare equipment and services; transportation, trade and logistics; education; media; financial services; and telecommunication services.

Although the Company has autonomy in the selection of individual projects, part of its mandate is to drive Abu Dhabi’s economic diversification and development initiatives. Generally, projects, partnerships and joint ventures that the Group undertakes are aimed at implementing the Government’s development strategy in a commercial and profitable manner.

0080292-0000130 ICM:13868868.8 57 01/12/11 The diagram below highlights the Group’s role in the Government’s development strategy.

Relationship with the Government

The Company was formed in 2002 by the Government as the development and investment company mandated to act as a primary catalyst in the implementation of the development strategy. This is being achieved through the diversified portfolio of investments made by the Company’s energy; industry; real estate and hospitality; infrastructure; services ventures; aerospace; information, communications and technology; healthcare; and acquisitions business units.

The Government is the sole shareholder of the Company. Five of the seven members of the Board are also members of the Executive Council, and its Chairman, H.H. Sheikh Mohamed bin Zayed Al Nahyan, is the Crown Prince of Abu Dhabi. The Board plays an active role in reviewing the new projects which have been approved or endorsed by the Investment Committee and approving the Group’s strategy, business plans and annual budgets. The Company also updates the Board on the status of its investment projects on a regular basis. Moreover, the audit of the Group’s financial statements is subject to regulator oversight by the Abu Dhabi Accountability Authority, which has the ability to audit any company in which the Government has more than a 50 per cent. stake.

The Government has been instrumental in bringing new projects to the Group. Throughout the course of the year, the Government will inform the Board of, and in certain cases facilitate, various investment proposals. The Government may propose that the Company investigate investment opportunities in certain sectors or may propose specific investment opportunities it has come across. These proposals include investment opportunities that have arisen from discussions the Government has had with other governments. If the proposed project meets the investment criteria, generally, the Group will assume an ownership interest in the project. The Group, nevertheless, is not required to take on any investments proposed by the Government and only considers those which it believes will meet its financial and investment criteria. See “Description of the Group—Planning and Investment Process”.

The Government may also request that the Group run certain Government projects such as Cleveland Clinic Abu Dhabi, in which case the Group expects to be reimbursed for its costs and may receive a development fee.

0080292-0000130 ICM:13868868.8 58 01/12/11 Contributions from the Government

The Government, as the sole shareholder of the Company, provides financial support to the Group in the form of equity contributions, subordinated interest-free loans and monetary grants. The subordinated loans are treated as equity contributions because they are interest free and contain no repayment obligations (although they may be repaid at the option of the Company), and, upon dissolution of the Company, the rights, obligations and benefits attaching to the shareholder loans are stipulated to rank pari passu with those attaching to the share capital of the Company. Cash grants and shareholder loans are generally provided on the basis of annual budgets submitted to the Government for approval. The Government has also made non-monetary contributions from time to time, primarily in the form of land grants and, in 2009 and 2011, in the form of the contributions of GAMCO and ATIC, respectively, to the Group. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Group—Analysis of Certain Statement of Financial Position Items—Land Bank” and “—Total Equity”.

Unlike a sovereign wealth fund, such as ADIA, the Group does not automatically receive contributions from the Government, but rather is required to present a formal request for funding, along with the proposed use of the contributions.

The Group’s funding needs from the Government are determined each year as part of the annual budget and submitted to the Board for approval. These take account of the Group’s planned capital and investment expenditure, funds likely to be available to it from financing (including project financing and through the issue of debt securities) and its anticipated cash flow from operations. Once approved by the Board, the Government is requested to approve funding for at least that amount during the course of the year. In 2009, for example, the Company budgeted for additional shareholder contributions from the Government of AED 18.7 billion and the Government in turn approved additional shareholder contributions to the Company of up to AED 21 billion in 2009, although in fact only AED 8.9 billion in additional shareholder contributions were required and therefore received by the Company. In 2010, the Group received the full AED 13 billion in Government approved additional shareholder contributions. In 2011, the Government has approved additional shareholder contributions in the amount of AED 37.8 billion, AED 16.4 billion of which had been received at 30 June 2011. The Government’s representation on the Board (members of the Board currently include the Crown Prince of Abu Dhabi, the Secretary General of the Executive Council and the Chairman of the Abu Dhabi Department of Finance and two other members of the Executive Council; see “Management and Employees—Management—Board of Directors”) ensures that the Government is fully involved throughout the budget process. Since 2008, funds have been drawn down from the Government on a monthly basis, up to the budgeted annual amount. In addition, should there be a shortfall in the funds required by the Group in order to fulfil its investment objectives for the year, the Group may request additional funds from the Government during the course of the year. In each of 2008 and 2009, the Group did not draw down its full funding commitment from the Government due to changes in the execution of certain projects. See further “Description of the Group— Funding Principles”.

The Government has made cumulative capital contributions to the Company in the amount of AED 98.2 billion and granted approximately 356 million square feet of land as at 30 June 2011. With the exception of approximately 188.2 million square feet of land held as investment property, investment property under development, inventory or property, plant and equipment as of 30 June 2011, the rest of the land is not recorded on the statement of financial position.

The table below illustrates the contributions of share capital, monetary Government grants, additional shareholder contributions (in the form of subordinated interest-free loans without repayment requirements (although they may be repaid at the option of the Company)) and land grants made by the Government since the Company was established.

0080292-0000130 ICM:13868868.8 59 01/12/11 Monetary Additional Share capital Government grants shareholder contributions Land grants (AED million) (AED million) (AED million) (ft2 million) Up to and including 2006 ...... 3,514.6(1) 367.4 — 119.6 2007 ...... 2,000.0 — 7,790.8 23.3 2008 ...... — — 25,562.8(2) 262.0 2009 ...... — — 8,857.5 (49.7)(3) 2010 ...... 9,485.4(4) — 3,514.6 — 2011 (up to 30 June) ...... — — 37,143.4(5) — Total ...... 15,000.0 367.4 82,869.1 355.2 ______(1) This includes an application for share capital. (2) AED 3,562.8 million of this amount was in the form of a loan used to acquire convertible bonds, see note 33 to the 2009 Financial Statements. (3) This reflects the fact that a plot of land reverted to the Government during 2009. (4) During 2010, the share capital of the Company was increased to AED 15 billion through the conversion of AED 9,485.4 million in additional shareholder contributions to share capital and through shares issued to the Government in an amount equal to the value of the net assets of GAMCO transferred to the Group in 2009, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Group—Principal Components of, and Key Factors Affecting, Operating Income—Revenues from the Sale of Goods and Services—Acquisition of GAMCO”. (5) This includes AED 20,793.4 million representing the net book value of the contribution of ATIC to the Group.

Distributions to the Government

The Government views its stake in the Company as a long-term investment. The Company has not paid any dividends to the Government to date, nor does it have any plans to pay any dividends for the foreseeable future. In addition, as mentioned above, contributions received in the form of shareholder loans are non-interest bearing and have no stated maturity.

0080292-0000130 ICM:13868868.8 60 01/12/11 CAPITALISATION OF THE GROUP

The table below shows the Group’s unaudited capitalisation as at 30 June 2011. This table should be read together with the 2011 Interim Financial Statements incorporated by reference in this Prospectus.

As at 30 June 2011 Unaudited (AED million) Cash and cash equivalents(1)...... 18,211.6

Debt: Short-term debt(2) ...... 6,855.5 Long-term debt...... 37,506.4 Total debt...... 44,361.9

Equity: Share capital...... 15,000.0 Reserves and surplus ...... 816.3 Additional shareholder contributions ...... 82,869.1 Government grants ...... 367.3 Non controlling interests ...... 635.0 Total equity...... 99,687.7

Total capitalisation(3) ...... 144,049.6

______(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. (3) Total equity plus long-term debt.

Since 30 June 2011, 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 Statement of Financial Position Items— Borrowings”.

0080292-0000130 ICM:13868868.8 61 01/12/11 SELECTED FINANCIAL INFORMATION OF THE GROUP

The selected financial information set forth below has been extracted from the Financial Statements incorporated by reference in this 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 and the 2011 Interim Financial Statements have been prepared in accordance with IAS 34 on Interim Financial Reporting. The Annual Financial Statements have been audited. The 2011 Interim Financial Statements are unaudited but have been reviewed by independent auditors.

See “Presentation of Financial and Other Information” for a discussion of the source of the numbers presented in this section.

The selected financial information set out in the table below shows certain consolidated statement of financial position information as at 30 June 2011 and as at 31 December in each of 2010, 2009 and 2008.

STATEMENT OF FINANCIAL POSITION DATA

As at 30 June As at 31 December

2011 2010 2009 2008 Unaudited (AED million) Investment properties ...... 4,994.3 4,636.9(1) 1,129.2 1,085.1 Investments in equity accounted investees . 8,514.7 6,259.8 4,925.2 4,175.5 Other investments ...... 26,418.7 24,271.0(2) 22,555.4 14,578.8 Property, plant and equipment ...... 60,227.4 23,202.0(1) 21,779.0 12,672.3 Of which: Oil and gas assets ...... 7,275.5 7,007.8 7,286.1 7,669.2 Capital work in progress...... 19,714.5 10,161.5 11,099.6 4,774.0 Intangible assets...... 7,073.9 4,890.4 4,640.2 893.7 Loans, receivables and prepayments ...... 36,981.7 27,528.4 14,260.0 7,437.0 Total assets ...... 169,681.4 101,463.7 88,907.9 50,441.1 Interest bearing loans...... 44,361.9 26,388.9 27,104.4 12,642.6(3) Total liabilities...... 69,993.7 39,346.9 39,476.2 19,115.8 Total equity...... 99,687.7 62,116.9 49,431.7 31,325.3

______(1) Revised to reflect the reclassification of certain property under development from property, plant and equipment to investment property. See “Presentation of Financial and Other Information” and note 22 to the 2011 Interim Financial Statements. (2) Revised to reflect the reclassification of an investment from other assets to other investments. See “Presentation of Financial and Other Information” and note 22 to the 2011 Interim Financial Statements. (3) Includes an AED 2,443.9 million liability classified as held for sale.

0080292-0000130 ICM:13868868.8 62 01/12/11 STATEMENT OF COMPREHENSIVE INCOME DATA

The selected financial information set out in the table below shows certain unaudited consolidated statement of comprehensive income information for the six month periods ended 30 June in each of 2011 and 2010.

Six months ended 30 June 2011 2010 Unaudited (AED million) Revenue from sale of goods and services...... 13,646.0 8,015.6 Loss from other investments (net)...... (583.6) (1,976.9) Change in fair value of investment properties ...... (315.5) (222.1) Share of results of equity accounted investees...... 764.0 304.6 Impairment losses on available for sale financial assets ...... (98.6) (32.2) Gain on acquisition of stake in subsidiaries...... 231.1 — Gain on divestment of investment in an equity accounted investee..... — 75.6 Other operating income ...... 376.9 295.7 Operating income ...... 14,020.3 6,460.2 Cost of sales of goods and services ...... (10,711.3) (5,706.4) Impairment losses on intangible assets and property, plant and (382.9) — equipment ...... General and administrative expenses ...... (2,401.6) (1,515.5) Research and development costs...... (1,361.8) — Project expenses...... (291.7) (182.5) Exploration costs...... (96.3) (206.0) Results from operating activities ...... (1,225.3) (1,150.2) Finance income ...... 1,048.3 652.8 Finance expenses...... (1,664.1) (826.3) Net finance expense ...... (615.8) (173.5) Loss before income tax...... (1,841.1) (1,323.7) Tax income/(expense) (net) ...... 657.9 (70.6) Loss for the period...... (1,183.2) (1,394.3) Other comprehensive income/(loss) for the period net of income tax.. 730.0 (3,040.9) Total comprehensive loss for the period...... (453.2) (4,435.2)

The selected financial information set out in the table below shows certain consolidated statement of comprehensive income information for each of 2010, 2009 and 2008.

Year ended 31 December 2010 2009 2008 (AED million) Revenue from sale of goods and services...... 15,952.6 13,092.6 6,661.1 Income/(loss) from other investments (net)...... 1,041.1 4,191.9 (6,511.3) Change in fair value of investment properties ...... (927.7) 44.1 741.1 Gain on divestment of holding in subsidiaries (net)...... — — 161.4 Share of results of equity accounted investees...... 816.0 551.7 271.2 Impairment losses ...... (264.3) (1,336.2) (5,521.7) Reversal of impairment losses on equity accounted investees — 148.1 — Gain on acquisition of a stake in a subsidiary...... — 167.9 —

0080292-0000130 ICM:13868868.8 63 01/12/11 Year ended 31 December 2010 2009 2008 (AED million) Other operating income ...... 996.6 517.4 285.1 Operating income/(loss) ...... 17,614.3 17,377.5 (3,913.1) Cost of sales of goods and services ...... (10,840.4) (8426.8) (3,422.3) Impairment losses on intangible assets and property, plant (519.5) (201.5) (3,292.7) and equipment...... Reversal of impairment losses on intangible assets and — 655.7 — property, plant and equipment ...... General and administrative expenses ...... (3,648.3) (2,912.5) (1,175.9) Project expenses...... (549.9) (463.6) (617.6) Exploration costs...... (535.0) (498.8) (590.8) Results from operating activities ...... 1,521.2 5,530.0 (13,012.4) Finance income ...... 1,399.6 1,000.8 462.6 Finance expenses...... (1,624.9) (1,156.2) (691.3) Net finance expense ...... (225.3) (155.3) (228.7) Profit/(loss) before income tax ...... 1,295.9 5,374.7 (13,241.1) Income tax (expenses)/income...... (168.1) (394.7) 1,474.2 Profit/(loss) for the year ...... 1,127.8 4,979.9 (11,766.9) Other comprehensive income/(loss) for the year net of tax.... (1,442.6) 3,962.4 (8,039.1) Total comprehensive (loss)/income for the year ...... (314.8) 8,942.4 (19,806.0)

CASH FLOW DATA

The selected financial information set out in the tables below shows certain consolidated cash flow information for the six month periods ended 30 June in each of 2011 and 2010 and for each of 2010, 2009 and 2008.

Six months ended 30 June 2011 2010 Unaudited (AED million) Net cash from/(used in) operating activities ...... 320.5 (1,533.7) Net cash used in investing activities...... (15,400.3) (6,283.0) Net cash generated by financing activities ...... 27,211.7 2,402.9

Year ended 31 December 2010 2009 2008 (AED million) Net cash from/(used in) operating activities ...... 43.4 (1,212.7) 168.5 Net cash used in investing activities...... (17,085.5) (10,329.4) (19,384.4) Net cash from financing activities...... 11,353.1 20,055.2 21,740.0

0080292-0000130 ICM:13868868.8 64 01/12/11 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 Prospectus, particularly under the headings “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors”.

All information in this section as at and for the six month periods ended 30 June in any year is unaudited. The Group's results of operations as at and for the six month period ended 30 June 2011 should not be taken as being indicative of the Group's results of operations for 2011 as a whole.

See “Presentation of Financial and Other Information” for a discussion of the source of the numbers presented in this section.

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 additional shareholder contributions from the Government. As at 31 December 2010, the Government’s cumulative additional shareholder contributions into the Company since its establishment totalled AED 61.1 billion and the Government has approved further additional shareholder contributions of up to AED 37.8 billion in 2011, of which AED 16.4 billion had been received by the Company as at 30 June 2011. The contribution of ATIC, which was accounted for as an additional shareholder contribution of AED 21.0 billion as at 30 June 2011, was not included in the amount requested by the Company and approved by the Government for 2011.

The Group currently operates through nine business units: Mubadala Energy; Mubadala Industry; Mubadala Real Estate & Hospitality; Mubadala Infrastructure; Mubadala Services Ventures; Mubadala Aerospace; Mubadala Information & Communications Technology; Mubadala Healthcare; and Mubadala Capital. The business units are supported by the Group’s Finance & Corporate Affairs unit. With effect from 1 January 2011, ATIC, which currently operates outside the nine business unit structure, was contributed to the Group by the Government. ATIC was established as a company wholly-owned by the Government in September 2008. As at 30 June 2011, ATIC contractually owned 84.2 per cent. of GLOBALFOUNDRIES and, on a fully converted to ordinary shares basis, owned approximately 89 per cent. of GLOBALFOUNDRIES.

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.

0080292-0000130 ICM:13868868.8 65 01/12/11 The Group is investing substantially in a number of new projects. As a result, it is experiencing strong growth, and its capital and investment expenditures are high in relation to its revenues and operating income. For example, in 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 6.7 billion, in 2009 the Group’s net cash used in investing activities was AED 10.3 billion compared to revenues from the sale of goods and services of AED 13.1 billion and in 2010 the Group’s net cash used in investing activities was AED 17.1 billion compared to revenues from the sale of goods and services of AED 16.0 billion.

The Group’s principal revenue generating activities are the manufacture and sale of semiconductors through ATIC (a source of revenue since 1 January 2011), the sale of hydrocarbons, principally through its proportional share in the upstream activities of the Dolphin Project and through Pearl, and the provision of aircraft maintenance and repair services, principally through SR Technics and through ADAT. The Group’s sources of revenue have varied over the periods under review and, in 2010 and 2009, service concession revenues from certain PPP projects undertaken by the Group were also a significant source of revenue.

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 2011 to 2015 period is expected to relate to ATIC, Mubadala GE Capital, its Masdar Project, certain real estate developments to be undertaken by it, certain PPP projects being undertaken by it and investments in oil and gas projects. The Group currently anticipates that its capital and investment expenditure for 2011 is likely to be in the region of AED 60 billion, substantially higher than the AED 16.4 billion average for the past three years. As at 30 June 2011, the Group’s committed capital and investment expenditure was AED 36.8 billion, see “—Capital and Investment Expenditure”.

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 statement of financial position and changes in the fair value of its investment properties and gains and losses (including impairment losses) on its other investments have materially affected the Group’s statement of comprehensive income in the periods under review and may continue to affect the Group’s statement of comprehensive income 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—Effect of Stock Market Volatility on the Group’s Financial 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, Qatar, Kazakhstan, Bahrain, Indonesia, Thailand, Vietnam and Malaysia among other countries. The Group’s interest in these assets is consolidated 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 18 to the 2010 Financial Statements.

0080292-0000130 ICM:13868868.8 66 01/12/11 PRINCIPAL COMPONENTS OF, AND KEY FACTORS AFFECTING, OPERATING INCOME

The Group is at a relatively early stage 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.

The principal factors affecting the Group’s results of operations during the periods under review, which are described in more detail below, have been:

• the contribution of ATIC to the Group with effect from 1 January 2011, see “—Revenues from the Sale of Goods and Services—Sale of Semiconductor Wafers”;

• changes in hydrocarbon prices, see “—Revenues from the Sale of Goods and Services—Sale of Hydrocarbon Products”;

• the acquisition of a controlling interest in SR Technics in March 2009, see “—Revenues from the Sale of Goods and Services—Aircraft Maintenance and Repairs—Acquisition of a Controlling Interest in SR Technics”;

• the transfer to ADAT of all of the business, assets and liabilities of GAMCO in October 2009, see “—Revenues from the Sale of Goods and Services—Aircraft Maintenance and Repairs— Acquisition of GAMCO”;

• significant fluctuations in service concession revenues reflecting progress made in the Group’s university campus development projects, see “—Revenues from the Sale of Goods and Services—Service Concession Revenues”;

• the effects of volatility in stock market valuations on its quoted FVTPL and available for sale financial assets, see “—Effects of Stock Market Volatility on the Group’s Financial Assets”;

• changes in the fair value of certain investment properties held by the Group, see “—Change in Fair Value of Investment Properties”; and

• impairment losses and reversals of impairment losses made by the Group in respect of certain of its equity accounted investees, certain of its available for sale investments, certain hydrocarbon reserves and certain other assets, see “—Results of Operations—Comparison of 2010, 2009 and 2008—Impairment Losses”.

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 principally been derived from:

• sales of semiconductor wafers, a new revenue source in 2011, see “—Sale of Semiconductor Wafers”;

• sales of hydrocarbon products, see “—Sale of Hydrocarbon Products”;

• aircraft maintenance and repair services, a new revenue source in 2009, see “—Aircraft Maintenance and Repairs”; and

• service concession revenue, reflecting accrued revenues under the Group’s university campus development projects on a percentage of completion basis as described under “—Service

0080292-0000130 ICM:13868868.8 67 01/12/11 Concession Revenues” and “—Certain Significant Accounting Policies—Revenue Recognition”. For a description of the Group’s university campus development projects, see “Description of the Group—Business Areas—Mubadala Infrastructure”.

Other, less material, sources of the revenue for the Group include:

• revenue from the sale of land, a revenue source in 2009 and 2010;

• contract revenue, principally reflecting accrued revenues earned by Al Taif Technical Service Company PSC (Al Taif) on a percentage of completion basis. For a description of the services performed by Al Taif, see “Description of the Group— Business Areas—Mubadala Services Ventures— Defence—Al Taif”; and

• the sale of other products including, in 2010, thin film photovoltaic panels and, in 2011, chilled water and the provision of a range of other services including medical services, flight training services and interest on commercial loans made by the Group.

Sale of Semiconductor Wafers

With effect from 1 January 2011, ATIC was contributed to the Group by the Government. ATIC’s revenue principally comprises revenue from the fabrication and sale of semiconductor wafers and, to a lesser extent, from providing associated subcontracted assembly and test services as well as pre-fabricating services such as masks generation and engineering services. In the six months ended 30 June 2011, the Group’s revenue from the sale of semiconductor wafers, which represents its consolidated revenue from ATIC during the period, accounted for 40.0 per cent. of the Group’s total consolidated revenues from the sale of goods and services.

ATIC, through its subsidiary, GLOBALFOUNDRIES, provides comprehensive wafer fabrication services and technologies to semiconductor suppliers and systems companies and focuses on providing foundry services to customers that serve high-growth, technologically advanced applications for the communications, consumer and computer sectors. GLOBALFOUNDRIES currently owns, or has an interest in, seven operating fabrication facilities - Fab 1, which is located in Dresden, and fabs 2, 3, 3E, 5, 6 and 7, all of which are located in Singapore. GLOBALFOUNDRIES is also constructing a new fab - Fab 8 in New York and is working on detailed design for a plan to construct a further fab - Fab 9, in Abu Dhabi. GLOBALFOUNDRIES’ principal customers are located in the United States, Taiwan, Europe and Japan. GLOBALFOUNDRIES derives revenues primarily from fabricating semiconductor wafers and, to a lesser extent, from providing associated subcontracted assembly and test services and pre-fabricating services.

As a dedicated foundry, GLOBALFOUNDRIES’ financial performance largely depends on a number of internal factors including timeliness in introducing technology and manufacturing solutions, ability to enter into arrangements with diverse customers for high volume production, product mix and maintaining high capacity utilisation rates, as well as external factors such as product pricing, general economic and semiconductor market conditions and industry cycles.

To enhance its position in technology and manufacturing solutions in the marketplace, GLOBALFOUNDRIES collaborates with other companies in the industry to develop the required solutions, including process and manufacturing technologies, electronic design automation and intellectual property enablement. This collaborative model allows GLOBALFOUNDRIES to share both cost and risks while at the same time accelerating its progress. See “Risk Factors—Factors that may Affect the Guarantor’s Ability to Fulfil its Obligations under the Guarantee—Risks Relating to the Semiconductor Manufacturing Industry—If GLOBALFOUNDRIES is Unable to Remain a Technological Leader in the Semiconductor Industry, it may Become Less Competitive”. A critical competency required in the foundry business is the ability to manufacture wafers efficiently for a

0080292-0000130 ICM:13868868.8 68 01/12/11 diverse group of customers with a large number of products and devices. GLOBALFOUNDRIES strives to achieve this objective in its operations and serves multiple customers in the communications, consumer and computer sectors of the market. GLOBALFOUNDRIES does not set limits for its exposure in any specific sector mentioned above.

Customers expect foundries to continuously invest in leading-edge capabilities to serve their needs in a timely manner. The equipment used in a foundry’s manufacturing facilities is complex, sophisticated and requires a high level of investment. GLOBALFOUNDRIES makes ongoing capital expenditure decisions based on an analysis of industry and market conditions, opportunities and expected demand from existing and prospective customers. Due to the high level of investments made in equipment, a significant amount of GLOBALFOUNDRIES’ cost is fixed in nature in the form of depreciation. Therefore, maintaining a high rate of manufacturing capacity utilisation is critical to generating healthy financial performance.

Certain industry-specific factors can have a significant impact on the Group’s results of operations from semiconductor manufacturing. These include cyclicality of the semiconductor industry, the substantial capital expenditures needed to remain competitive, challenges related to pricing, product mix, technology migration and manufacturing capacity utilisation rates. These are discussed in more detail below.

Cyclicality of the Semiconductor Industry

The semiconductor industry is cyclical. For example, according to historical billing reports produced by World Semiconductor Trade Statistics Inc., worldwide quarterly semiconductor revenues fell by approximately 6 per cent. in the first quarter of 2008, grew by approximately 3 per cent. and 6 per cent., respectively, in the second and third quarters of 2008 and fell by approximately 24 per cent. in the fourth quarter of 2008. In 2009, worldwide quarterly semiconductor revenues fell by approximately 16 per cent. in the first quarter before growing by approximately 20 per cent. in each of the second and third quarters and by approximately 7 per cent. in the fourth quarter. In 2010, worldwide quarterly semiconductor revenues grew by approximately 4 per cent., 7 per cent. and 6 per cent., respectively, in each of the first three quarters and fell by approximately 4 per cent. in the fourth quarter. In 2011, worldwide quarterly semiconductor revenues were flat in the first quarter (having grown by approximately 0.1 per cent.) and fell by 1.7 per cent. in the second quarter. All growth comparisons are with the immediately preceding quarter. Fabs can take several years to plan, construct and begin operations. Therefore, during periods of favourable market conditions, semiconductor manufacturers, which include dedicated foundry service providers, often begin building new fabs in response to anticipated demand growth for semiconductors. Due to the capital intensive nature of the industry, new fabs are constructed on a size to ensure economies of scale. Consequently, as these new fabs commence ramping operations, a significant amount of manufacturing capacity is made available to the semiconductor market. In the absence of growth in demand, or if growth occurs slower than anticipated, this results in excess supply which in turn results in semiconductor manufacturing overcapacity, which can lead to sharp drops in the utilisation of the fabs and increased pressure on wafer selling prices.

Manufacturing Capacity Utilisation Rates

The term “capacity utilisation” means the actual number of semiconductor wafers processed at a fab in relation to the total number of wafers the fab has the capacity to process. Capacity utilisation affects the Group’s operating and financial results from semiconductor manufacturing because a large percentage of its semiconductor manufacturing operating costs are fixed. Factors which can affect capacity utilisation rates include customer demand for the products concerned, the complexity and mix of the wafers produced, overall industry conditions, operating efficiencies, mechanical failure, disruption of operations due to expansion of operations or relocation of equipment and fire or natural disaster. The Group is unable to control many of these factors. See “Risk Factors—Factors that may

0080292-0000130 ICM:13868868.8 69 01/12/11 Affect the Guarantor’s Ability to Fulfil its Obligations under the Guarantee—Risks Relating to the Semiconductor Manufacturing Industry”.

Pricing, Product Mix and Technology Migration

The pricing of a wafer is determined by the technological complexity of the device on the wafer. Production of devices with higher-level functionality and greater system-level integration requires more manufacturing steps and typically commands higher selling prices. However, increasing the technological complexity of the devices manufactured by the Group does not necessarily lead to increased profitability because the higher selling prices for such devices may be offset by depreciation and other costs associated with an increase in the capital expenditures needed to manufacture such devices. As the price of wafers varies significantly with technology and device complexity, the mix of wafers produced affects revenue and profitability. The prices of wafers for a given level of technology and device complexity will generally decline over the product life cycle and foundries must continue to migrate to increasingly sophisticated technologies or introduce value added solutions to sustain the same level of profitability.

Substantial Capital Expenditures

Semiconductor manufacturing is capital intensive in nature, requiring large investments in sophisticated facilities and equipment. In the six month period ended 30 June 2011, the Group’s capital expenditure in relation to ATIC amounted to AED 8,450.6 million and principally related to expansion of Fab 1 in Dresden, Fab 7 in Singapore and construction of its new fab in New York. The Group’s committed capital expenditure in relation to ATIC as at 30 June 2011 was AED 3.4 billion, see “—Capital and Investment Expenditure”.

Sale of Hydrocarbon Products

In the six months ended 30 June 2011 and in each of 2010, 2009 and 2008, 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 Areas— Mubadala Energy—The Dolphin Project” and “Description of the Group—Business Areas— Mubadala Energy—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 two of these (Mukhaizna Block 53 and the Bahrain Field) also generate hydrocarbon revenues for the Group.

In the six month periods ended 30 June 2011 and 30 June 2010 and in each of 2010, 2009 and 2008, the Group’s revenues from the sale of hydrocarbons (net of royalties) accounted for 27.7 per cent., 36.5 per cent., 38.0 per cent., 36.7 per cent. and 80.9 per cent., respectively, of the Group’s total revenues from the sale of goods and services, with the decline in the 2011 period principally reflecting the effect of the contribution of ATIC to the Group. The Group’s revenues from the sale of hydrocarbon products have been materially affected during the periods under review by changes in hydrocarbon prices. In percentage terms, the figures have also been affected by changes in the Group’s other sources of revenue, including, in the 2011 period, revenues from the sale of semiconductor wafers and, in 2009, a significant increase in service concession revenues and new revenues from aircraft maintenance and repairs and from land sales.

World oil prices declined significantly from the middle of 2008, with the monthly average price of the OPEC Reference Basket moving from a high of U.S.$140.73 per barrel in July 2008 to a low of U.S.$33.36 per barrel in December 2008 before recovering thereafter to a high of U.S.$120.91 per barrel in April 2011, according to the OPEC website. The annual average price of the Reference

0080292-0000130 ICM:13868868.8 70 01/12/11 Basket was U.S.$94.45 in 2008, U.S.$61.06 in 2009 and U.S.$77.45 in 2010. The average price of the Reference Basket was U.S.$106.85 and U.S.$77.36 in the six month periods ended 30 June 2011 and 30 June 2010, respectively. The decline in oil prices during 2008 and the relatively low oil prices in the early part of 2009 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 in 2008 against Pearl’s hydrocarbon reserves, which was partially reversed in 2009 as oil prices recovered. The impact of these price movements is illustrated by the fact that the Group’s revenues from the sale of hydrocarbons (net of royalties) in 2009 were AED 584.4 million lower than in 2008, notwithstanding that Pearl was only consolidated for just over seven months 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 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 51.0 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 statement of comprehensive income. 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 and reached full capacity in early 2008. 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, subject to a renewal option for a further five-year period which in turn is subject to satisfaction of certain terms and conditions to be agreed upon by the parties at the time.

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

0080292-0000130 ICM:13868868.8 71 01/12/11 recorded revenues of AED 1,254.4 million (net of royalties amounting to approximately AED 534 million) and a loss of AED 1,978.0 million. The loss recorded by Pearl 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 1,415.8 million related to these assets and was partially reversed in 2009, see “— Results of Operations—Comparison of 2010, 2009 and 2008—Impairment Losses”. Approximately 26.7 per cent. of the Group’s revenues from the sale of hydrocarbons in the six months ended 30 June 2011, approximately 25.8 per cent. of the Group’s revenues from the sale of hydrocarbons in 2010, approximately 30.8 per cent. of the Group’s revenues from the sale of hydrocarbons in 2009 and approximately 23.3 per cent. of the Group’s revenues from the sale of hydrocarbons in 2008 (each, net of royalties), were derived from Pearl. Pearl’s revenues are affected by changes in market prices for crude oil which can be volatile.

Aircraft Maintenance and Repairs

In the six months ended 30 June 2011 and in each of 2010 and 2009, the Group’s revenues from aircraft maintenance and repairs were principally derived from SR Technics, in which it acquired a majority shareholding in February 2009, and from ADAT, following its acquisition of GAMCO in October 2009. In the six month periods ended 30 June 2011 and 30 June 2010 and in each of 2010 and 2009, the Group’s revenues from aircraft maintenance and repairs accounted for 19.5 per cent., 30.7 per cent., 30.9 per cent. and 32.8 per cent., respectively, of the Group’s total revenues from the sale of goods and services, with the decline in the 2011 period principally reflecting the effect of the contribution of ATIC to the Group.

Acquisition of a Controlling Interest in SR Technics

In early 2009, the Group participated in a restructuring of SR Technics, which was experiencing financial difficulties. As part of the restructuring, the Group provided approximately CHF 290 million in additional funding to SR Technics, agreed to provide up to an additional CHF 400 million in further funding to SR Technics (of which approximately 90.2 per cent. had been provided at 30 June 2011) 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 Financial Statements with effect from 26 February 2009 (the date of acquisition for accounting purposes). 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(a) to the 2009 Financial Statements. For more information on the restructuring of SR Technics, see “Description of the Group—Business Areas—Mubadala Aerospace—SR Technics”.

Acquisition of GAMCO

On 14 October 2009, all of the business, assets and liabilities of GAMCO were transferred to ADAT, a wholly-owned subsidiary of the Company. The Company issued shares to the Government in the amount of AED 106.3 million in consideration for this transfer. As a result, GAMCO was consolidated in the 2009 Financial Statements with effect from the date of acquisition. Further

0080292-0000130 ICM:13868868.8 72 01/12/11 information relating to this acquisition is set out in note 7(b) to the 2009 Financial Statements. For more information on ADAT, see “Description of the Group—Business Areas—Mubadala Aerospace—ADAT”.

Service Concession Revenues

The Group has entered into service concession arrangements with certain government or other public sector bodies (each, a grantor) to construct certain universities as set out below:

University Concession period Commencing in(1) Grantor UAE University(2) 25 years July 2009 UAE University Sorbonne University(3) 25 years August 2009 Abu Dhabi Education Council Zayed University 25 years July 2011 Abu Dhabi Education Council

______(1) This refers to the month and year in which the first stage completed facilities were made available to the university concerned. (2) Completed in three stages in July 2009, December 2010 and July 2011, respectively. (3) Completed in two stages in August 2009 and August 2010, respectively.

The Group is responsible for maintenance services required during the concession period although it does not expect significant repairs to be necessary during the concession period.

Each grantor pays to the Group fixed monthly availability charges as reflected in the agreed finance models and monthly service charges based on actual facility management services rendered until the end of the relevant concession period. Additionally, in the UAE University concession, the Group has the right to charge tenants of franchise areas a rental fee for using those areas, which the Group will collect and retain. At the end of the concession period, the universities become the properties of the grantors and it is the intention of the parties that ownership of the land of those universities will also be transferred to the grantors. Upon such transfers, the Group will have no further involvement in the operation or maintenance of the relevant universities.

These service concession agreements do not contain renewal options. The standard rights of the grantors to terminate the agreements include poor performance by the Group or material breach of terms of the agreements. The standard rights of the Group to terminate the agreements include failure of the grantors to make payments under the agreements, material breach of terms of the agreements, and any changes in law which would render it impossible for the Group to fulfil its requirements under the agreements.

The Group’s service concession revenues increased from AED 937.5 million in 2008 to AED 2,657.1 million in 2009 and AED 3,458.0 million in 2010 and were AED 702.9 million and AED 2,062.9 million in the six month periods ended 30 June 2011 and 30 June 2010, respectively. The changes in the amount of the Group’s service concession revenues over the periods reflect the fact that its revenue recognition in respect of construction services under these contracts is based on the stage of completion of the work performed. The increase between 2008 and 2010 therefore principally reflects an increase in the level of construction work undertaken on the Group’s university PPP projects and, in particular, the Sorbonne University project in 2009 and the Zayed University project in both 2009 and 2010. The decrease in the 2011 period reflects the fact that construction activity in relation to the second stage of the Sorbonne university project completed in August 2010 and construction activity on the other two projects completed in July 2011.

Effects of Stock Market Volatility on the Group’s Financial Assets

0080292-0000130 ICM:13868868.8 73 01/12/11 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 2011, 59.2 per cent. of the Group’s other investments comprised FVTPL investments and the balance comprised investments available for sale. For a description of certain of the Group’s significant other investments, see “—Analysis of Certain Statement of Financial Position Items—Other Investments” and “Description of the Group—Mubadala Capital—Other Investments”.

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. The Group’s FVTPL investments during the periods under review have, as described further below, comprised certain series of debt securities issued by four different listed Abu Dhabi companies, Aldar Properties PJSC (Aldar), National Central Cooling Company PJSC (Tabreed), First Gulf Bank PJSC (First Gulf Bank) and Abu Dhabi Commercial Bank PJSC (ADCB), which are mandatorily convertible and/or convertible at the option of the issuer into shares (the Mandatory Convertible Securities), its holding of GE shares, certain of the shares it holds in AMD (the AMD FVTPL shares), its warrants to subscribe shares in AMD (the AMD warrants), its investment in four Carlyle funds and certain other FVTPL investments. FVTPL investments are initially recognised at fair value on the statement of financial position and are subsequently remeasured at fair value on each reporting date and the resulting unrealised gains and losses in the fair value of the FVTPL investment are recognised in profit or loss. In 2008, the Group recorded a decrease in the net fair value of its FVTPL investments of AED 6,415.2 million, principally reflecting movements in the listed price of the shares underlying the Mandatory Convertible Securities against the conversion price payable to the Company and a decrease in the price of its shares in GE and its investment in the Carlyle funds. In 2009, the Group recorded an increase in the net fair value of its FVTPL investments of AED 3,574.9 million, principally reflecting an increase in the fair value of its AMD FVTPL shares and, to a significantly lesser extent, in certain of its Mandatory Convertible Securities and its GE shares. In 2010, the Group recorded an increase in the net fair value of its FVTPL investments of AED 847.3 million, principally reflecting an increase in the fair value of GE shares and in its investment in the Carlyle funds and a fair value gain on certain free warrants to subscribe shares in Carlyle which were exercised during the year, which increase was offset in part by a decrease in the fair value of the AMD FVTPL shares, the AMD warrants and certain of the Mandatory Convertible Securities. In the six months ended 30 June 2011, the Group recorded a decrease in the net fair value of its FVTPL investments of AED 723.5 million, principally reflecting a decline in the fair value of the Aldar Mandatory Convertible Securities and of the AMD FVTPL shares which was partially compensated by an increase in the value of the Group's GE shares and Carlyle securities included in the FVTPL portfolio. These gains and losses do not represent cash inflows or outflows to the Group.

The Mandatory Convertible Securities issued by Aldar were all converted in January 2011 and resulted in the Company increasing its shareholding in Aldar from 18.9 per cent. at 31 December 2010 to 27.7 per cent. In March 2011, the Company subscribed U.S.$762.2 million for new Mandatory Convertible Securities issued by Aldar. A minimum of U.S.$573.0 million of these Mandatory Convertible Securities will be converted in December 2011. In February 2011, the Mandatory Convertible Securities issued by First Gulf Bank were converted resulting in the Company increasing its shareholding in First Gulf Bank from 1.2 per cent. to 5.3 per cent. In April 2011, the Group exchanged its holding of Mandatory Convertible Securities issued by Tabreed for 131.1 million new shares in Tabreed, subscribed for AED 1.7 billion in new Mandatory Convertible Securities issued by Tabreed and agreed to make an AED 1.4 billion subordinated convertible loan facility available to Tabreed. The effect of the conversion of the original Mandatory Convertible Securities and the issue of the new Mandatory Convertible Securities, coupled with a small additional share purchase in June 2011, was to increase the Company’s shareholding in Tabreed to 26.9 per cent. and its economic interest in Tabreed to 77.8 per cent. as at 30 June 2011. In April 2011, the Mandatory Convertible Securities issued by ADCB were converted resulting in the Company

0080292-0000130 ICM:13868868.8 74 01/12/11 increasing its shareholding in ADCB from zero to 3.5 per cent. It is possible that the Group may acquire similar mandatory convertible securities in other issuers in the future.

Available for sale financial assets include investments in equity and debt securities designated as such by the Group. At 30 June 2011, the Group’s available for sale financial assets represented 6.3 per cent. of its total assets. These investments are valued at fair value on each reporting date with any changes in the fair value being recorded directly as equity in a fair value reserve in the Group’s statement of financial position and in other comprehensive income. 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 profit or loss. When an investment is derecognised, the cumulative gain or loss in other comprehensive income is transferred to profit or loss. Neither the charging of impairments, nor the transfer of cumulative gains or losses, to profit and loss represents cash inflows or outflows to the Group. In the six months ended 30 June 2011, and in each of 2010, 2009 and 2008, the Group recorded impairment losses of AED 98.6 million, AED 227.3 million, AED 639.6 million and AED 4,330.3 million on its available for sale financial assets, in each case principally reflecting declining stock market valuations, see “—Results of Operations— Comparison of the Six Month Periods ended 30 June 2011 and 30 June 2010—Impairment Losses” and “—Results of Operations—Comparison of 2010, 2009 and 2008—Impairment Losses”. In addition, in each of 2010 and 2008 the Group recorded (in other comprehensive income/(loss)) a net decrease in the fair value of its available for sale investments of AED 1,401.2 million and AED 7,172.0 million, respectively, and, in the six months ended 30 June 2011 and in 2009, it recorded (in other comprehensive income/(loss)) a net increase in the fair value of its available for sale investments of AED 238.6 million and AED 3,310.5 million, in each case principally reflecting changes in the values of its quoted available for sale securities. Changes in the fair value of its available for securities do not represent cash inflows or outflows to the Group.

Further volatility in stock market valuations and/or global market conditions in future periods could also affect the Group’s available for sale financial assets and its FVTPL investments and could impact the Group’s future reported results.

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 statement of financial position at cost under “Investment in equity accounted investees”. The statement of comprehensive income records the Group’s share of the results and other comprehensive income 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 statement of financial position is adjusted at period end to reflect the results of those entities as well as any dividends, additions, disposals or impairments 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 statement of comprehensive income in three ways:

0080292-0000130 ICM:13868868.8 75 01/12/11 • 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 2011 and 30 June 2010—Share of Results of Equity Accounted Investees” and “—Results of Operations—Comparison of 2010, 2009 and 2008— 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 statement of comprehensive income, see “—Results of Operations— Comparison of the Six Month Periods ended 30 June 2011 and 30 June 2010— Gains on the Acquisition and Divestment of Shares in Subsidiaries and Equity Accounted Investees” and “—Results of Operations—Comparison of 2010, 2009 and 2008— Gains on the Acquisition and Divestment of Shares in Subsidiaries and Equity Accounted Investees”; and

• third, in certain cases, impairment losses are recorded and may be reversed 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 the Six Month Periods ended 30 June 2011 and 30 June 2010—Impairment Losses” and “—Results of Operations— Comparison of 2010, 2009 and 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”.

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 profit or loss. 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 being developed, see “Description of the Group—Business Areas—Mubadala 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 and, since 2011, certain property at Masdar City). Land granted to the Group by the Government is not generally recognised as an asset on the statement of financial position 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 statement of financial position 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 profit or loss. Subsequently, each investment property is revalued on each reporting date with any gains or losses arising from the revaluation being included in profit or loss 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

0080292-0000130 ICM:13868868.8 76 01/12/11 flow method to determine the fair values of its investment properties held with a view to earning rental income.

The commercial real estate market has declined in Abu Dhabi since mid-2008. According to research published by CB Richard Ellis relating to the fourth quarter of 2009, prime office rental rates in Abu Dhabi at the end of 2009 were 45 per cent. lower than the historic highs achieved in 2008, despite healthy market fundamentals in Abu Dhabi, even during the global economic crisis. According to research published by CB Richard Ellis relating to the fourth quarter of 2010, office lease rates continued to fall during 2010 although, in the final quarter of 2010, office lease rates for Sowwah Square were noted as being at the top end of the market. According to research published by CB Richard Ellis relating to the first quarter of 2011, office leasing activity remained subdued during the quarter. Although supply growth continues to outstrip demand, with prime office space expected to grow by 35 per cent. in 2011, there are only three developments (including the Group’s Sowwah Square development) which are classified as “Grade A” buildings and these are expected to command rents around 40 per cent. higher than the average office rental rate in Abu Dhabi. In terms of outlook, in its first quarter 2011 research, CB Richard Ellis expects 2011 to be a more positive year for occupier demand in Abu Dhabi although downward trends in office rents are expected to continue.

In the six months ended 30 June 2011 and in 2010, the Group recorded an AED 361.9 million loss and an AED 927.6 million loss, respectively, on the change in fair value in its investment properties on Sowwah Island reflecting adverse developments in the Abu Dhabi office leasing market which impacted the Group’s fair valuation of the property which is based on discounted future cash flow projections. In 2011, the loss was partially offset by a gain on the fair value of a property at Masdar which was designated as an investment property for the first time in 2011. In 2009 and 2008, the Group recorded gains on the change in fair value in its investment properties. In 2009, the change in the fair value of investment properties primarily resulted from the fact that one of the Group’s properties was recognised as an investment property for the first time, resulting in the full fair value of such property being recognised as a gain in profit or loss and, 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 the Six Month Periods ended 30 June 2011 and 30 June 2010—Change in the Fair Value of Investment Properties”. “—Results of Operations—Comparison of 2010, 2009 and 2008— Change in the Fair Value of Investment Properties”. It is possible that fair value gains or fair value losses on investment property 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, in the first six months of 2011, the Group recognised two small plots of land forming part of the Masdar Project as investment properties based on the fact that they were being used to develop commercial properties for which tenants had been identified and the Group anticipates that other parts of the land forming part of the Masdar Project may in the future be recognised as an investment property based on their commercial use. 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 developments 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 18 to the 2011 Interim Financial Statements. Certain of these other land plots are recognised as inventory, property, plant and equipment or investment property under development and the remaining land plots are not currently recognised on the statement of financial position because it is either uncertain that future economic benefits will flow to the Group from the ownership of these plots or it has been established that no future benefits will flow. See note 3(g)(i) to the 2010 Financial Statements and note 18(a)(i) to the 2011 Interim Financial Statements.

0080292-0000130 ICM:13868868.8 77 01/12/11 Changes in the fair value of the Group’s investment properties do not represent immediate cash inflows or outflows.

OTHER FACTORS AFFECTING RESULTS OF OPERATIONS

Material Acquisitions and the Contribution of ATIC

The Group’s results of operations during the periods under review have been materially affected by a number of significant acquisitions made including, in 2008, the acquisition of Pearl, “—Principal Components of, and Key Factors Affecting, Operating Income—Revenues from the Sale of Goods and Services—Sale of Hydrocarbon Products—Acquisition of Pearl” and, in 2009, the acquisition of a controlling interest in SR Technics and the transfer of all of the business, assets and liabilities of GAMCO to ADAT, see “—Principal Components of, and Key Factors Affecting, Operating Income— Revenues from the Sale of Goods and Services—Aircraft Maintenance and Repairs”.

In addition, on 16 February 2011, the Company announced that ATIC had become a wholly-owned business of the Company with effect from 1 January 2011. The consolidation of ATIC has had a material effect on the Group’s Interim Financial Statements and is expected to have a similar affect on the Group’s financial statements for 2011. In particular, in the six months ended 30 June 2011, the Group’s revenues from the sale of goods and services attributable to ATIC was AED 5,455.8 million, its cost of sales of goods and services attributable to ATIC was AED 5,559.7 million, its research and development costs attributable to ATIC were AED 1,359.3 million and its loss attributable to ATIC was AED 1,541.4 million. The consolidation of ATIC also generated significant tax income for the Group in the six month period ended 30 June 2011. In addition, AED 43,275.9 million of the Group’s total assets of AED 169,681.4 million at 30 June 2011 and AED 7,143.3 million of the Group’s total borrowings of AED 44,361.9 million at 30 June 2011 were attributable to ATIC and 54.2 per cent. of the Group’s total capital and investment expenditure of AED 16,180.0 million in the six months ended 30 June 2011 was attributable to ATIC.

On 1 April 2011, the Group acquired a controlling economic interest in Tabreed, see “Description of the Group—Business Areas—Mubadala Industry”. The consolidation of Tabreed with effect from 1 April 2011 increased the Group’s net assets by AED 2,732.3 million. In the six months ended 30 June 2011, the Group recorded AED 112.1 million in revenue from the supply of chilled water which was attributable to Tabreed.

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 2008 and 30 June 2011, the Group’s total assets grew from AED 50.4 billion to AED 169.7 billion. In the year ended 31 December 2008, the Group invested AED 21.6 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 year ended 31 December 2009, the Group invested a net AED 11.4 billion principally in property, plant and equipment, as well as in the acquisition of FVTPL and available for sale investments, the acquisition of a controlling interest in SR Technics and in other equity accounted investees. In the year ended 31 December 2010, the Group invested AED 15.5 billion principally in property, plant and equipment, as well as in the acquisition of FVTPL and available for sale investments (including a significant investment in convertible debt securities issued by Carlyle) and in equity accounted investees, principally Advanced Military Maintenance Repair and Overhaul Center (AMMROC), an aviation MRO joint venture formed in March 2010, see “Description of the Group—Business Areas—Mubadala Aerospace—The Aviation MRO Network— AMMROC”. In the six months ended 30 June 2011, the Group invested a net AED 16.2 billion, principally in property, plant and equipment and the acquisition of FVTPL and available for sale investments. The Group currently anticipates that its capital and investment expenditure for 2011 is

0080292-0000130 ICM:13868868.8 78 01/12/11 likely to be in the region of AED 60 billion, substantially higher than the AED 16.4 billion average for the past three years. A substantial portion of the Group’s capital and investment expenditure in 2011 is expected to relate to ATIC (see “Description of the Group—ATIC”), Mubadala GE Capital (see “Description of the Group—Business Areas—Mubadala Capital”), its Masdar Project (see “Description of the Group—The Masdar Project”), certain real estate developments being undertaken by it (see “Description of the Group—Business Areas—Mubadala Real Estate & Hospitality”), certain PPP projects being undertaken by it (see “Description of the Group—Business Areas—Mubadala Infrastructure”) and investments in oil and gas projects. As at 30 June 2011, the Group’s committed capital and investment expenditure was AED 36.8 billion. See further “—Capital and Investment Expenditure”. 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 equity and additional shareholder contributions from its sole shareholder (which on an aggregate basis grew from AED 1.4 billion at 31 December 2005 to AED 82.9 billion at 30 June 2011) and borrowings from banks and in the capital markets. At 30 June 2011, the Group had AED 44.4 billion of borrowings outstanding. The Government has approved up to AED 37.8 billion in additional shareholder contributions for 2011, of which AED 16.4 billion had been received by the Company as at 30 June 2011. The contribution of ATIC, which was accounted for as an additional shareholder contribution of AED 21.0 billion as at 30 June 2011, was not included in the amount requested by the Company and approved by the Government for 2011.

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 2011 and later years. See “—Recent Developments”.

Revenue from Land Sales

As at 31 December 2008, the Group included in inventory certain plots of land owned by it on Sowwah Island which it intended to sell as development sites. During 2009, two commercial plots on Sowwah Island were sold and AED 810.8 million in revenue from land sales was recorded in respect of these sales and, during 2010, four further commercial plots on Sowwah Island were sold and AED 488.3 million in revenue from land sales was recorded in respect of these sales. No plots were sold by the Company during the first six months of 2011. The differing amounts received reflect a combination of factors, including the relative size of the plots concerned, the intended use of the plot being sold and declining land values. If and when sold, revenue from the sale of further plots on Sowwah Island will be recorded for the relevant period in which the sale was concluded.

The Group has also begun pre-letting office space which it is constructing on Sowwah Island, with commitments for 12,263 square metres having been obtained from financial institutions and professional services firms as at 31 December 2010. The first completed units have been handed over to tenants and these lettings are expected to generate rental income for the Group in 2011 and in future financial periods.

Borrowing Costs

As a result of the global financial crisis, financial institutions were reluctant to extend credit during most of 2008 and into 2009 and, when they did extend credit, they did so on less favourable terms to borrowers than were previously available. As a result, the Group’s cost of borrowing increased in 2009 and it 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

0080292-0000130 ICM:13868868.8 79 01/12/11 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.

The Group’s borrowing costs increased from AED 1,156.2 million in 2009 to AED 1,624.9 million in 2010, driven by a 43.4 per cent. increase in average borrowings (based on amounts outstanding at the start and end of each year) from 2009 to 2010. In the six months ended 30 June 2011, the Group’s borrowing costs were AED 1,599.3 million compared to AED 826.3 million in the corresponding period of 2010, driven by a 35.4 per cent. increase in average borrowings (based on amounts outstanding at the start and end of each period, in large part reflecting the contribution of ATIC to the Group with effect from 1 January 2011) across the two periods. The Group anticipates that its average borrowings will continue to increase in the remainder of 2011 and expects that this, coupled with the generally increasing cost of borrowing, will cause a further increase in its borrowing costs in 2011 compared to 2010.

Anticipated Further Decline in Service Concession Revenues

In 2010, the Group undertook significant work on all three of its university PPP projects and its service concession revenues from these projects were AED 3,458.0 million in 2010. In the six months ended 30 June 2011, the Group’s service concession revenues from these projects were AED 702.9 million. Since these revenues are directly related to the amount of construction work undertaken, the Group expects that its service concession revenues from these three projects will be significantly lower in 2011 than in 2010, reflecting the fact that construction activity in relation to the Sorbonne university project completed in August 2010 and construction activity on the other two projects completed in July 2011.

Commencement of Full Production at EMAL

EMAL commenced production of aluminium in December 2009 and reached full production levels in December 2010, see “Description of the Group—Business Areas—Mubadala Industry—EMAL”. In the period from its establishment in 2007 until 31 December 2009, EMAL had no revenues and accordingly was loss making. Because it is accounted for as a jointly controlled entity, the Group recognised its 50 per cent. share of those losses in its profit and loss account under “Share of results of equity accounted investees”. EMAL began generating revenues in 2010 although, reflecting the fact that it was not in full production until the end of the year, it remained loss making. In the first half of 2011, the Group's share of the profit generated by EMAL was AED 433.1 million.

CERTAIN SIGNIFICANT ACCOUNTING POLICIES

The Group’s accounting policies with respect to its investment properties, its equity accounted investees and its other investments are explained under “—Principal Components of, and Key Factors Affecting, Operating Income”. Certain other significant accounting policies applied by the Group are described below. For a discussion of the accounting policies applied by the Group generally, see note 3 to the 2010 Financial Statements and note 3 to the 2011 Interim Financial Statements.

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

0080292-0000130 ICM:13868868.8 80 01/12/11 the Group is a party and which are described under “—Analysis of Certain Statement of Financial Position Items—Jointly Controlled Assets”.

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 18 to the 2011 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 from the land 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 property, 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 18 to the 2011 Interim Financial Statements.

ATIC and its subsidiaries have received a number of grants from governments and other public authorities in connection with the construction of fabs and these grants are recognised when there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is recognised as income over the period necessary to match the grant on a systematic basis to the costs that it is intended to compensate. Where the grant relates to a qualifying asset, a deferred income is recorded in the statement of financial position and is released to the statement of comprehensive income over the expected useful life of the qualifying asset.

Revenue Recognition

The Group records revenues from the sale of semiconductor wafers, hydrocarbons, land, thin film photovoltaic panels and chilled water, revenues from the provision of aircraft maintenance and repair services, service concession revenues, contract revenues and revenues from a range of other services provided by it.

Revenue from the sale of goods (other than semiconductor wafers and hydrocarbons) is recognised in profit or loss 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 semiconductor wafers is recognised to the extent that receipt of the revenue is probable and the amount can be reliably measured and is measured at the fair value of the consideration received, excluding sales taxes, royalties and other similar levies as applicable. Revenue from the sale of hydrocarbons is recognised when title passes to the customer upon delivery.

Revenue from construction or upgrade services under a service concession arrangement is recognised based on the stage of completion of the work performed, consistent with the Group’s accounting policy on recognising contracting services revenue as described below. Operation or service revenue

0080292-0000130 ICM:13868868.8 81 01/12/11 under a service concession arrangement is recognised in the period in which the services are provided by the Group.

Revenue from services (other than aircraft maintenance and repair services and contracting services) rendered by the Group is recognised in profit or loss in proportion to the stage of completion of the transaction at the reporting date. The stage of completion is assessed by reference to the proportion that the contract costs incurred for work performed to date bear to the estimated total contract costs. Revenue from contracting services is recognised in profit or loss in proportion to the stage of completion of the relevant contract at the reporting 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. Where services are rendered by the performance of an indeterminate number of acts over the period of a contract, revenue is recognised on a straight line basis over the period of the contract. In such cases, if any significant and specifically identifiable act that was planned to be performed is deferred, revenue (and costs) attributable to that act, is also deferred. An expected loss on a contract is recorded immediately in profit or loss. 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.

For maintenance and repair services of aircraft, the Group enters into two different types of contract: time and material contracts and flat-rate contracts. For time and material contracts, the customer pays costs incurred plus a margin. For flat-rate contracts, the customer pays a fixed rate per flight hour. For time and material contracts, maintenance and repair work is recognised as revenue when the products are delivered and services are rendered to customers. Prepayments by the customers are deferred until that time. Related costs, usually completed work-in-progress, are expensed at the same time.

For flat-rate contracts, the maintenance and repair work is recognised by applying the percentage of completion method. Prepayments by customers are deferred and not recognised as revenue until a certain stage of completion of the contract is reached. Flat-rate contracts are reviewed periodically regarding the expected revenue and costs until completion of the contract. Any expected losses are provided for immediately.

In all cases where the Group recognises revenues based on the stage of completion of the project or services concerned, its cash receipts from the relevant activities will not necessarily match its revenue recognition. In particular, revenue under the Group’s long-term infrastructure projects is recognised during the initial construction phase (which may last a number of years) during which period cash receipts by the constructing Group company are likely to be minimal.

Recognition of Certain Expenses

Oil and Gas Exploration, Evaluation, Appraisal and Development Costs

Since 2009, oil and gas exploration, evaluation, appraisal and development costs have been accounted for using the successful efforts method of accounting. Specifically:

• Licence and Property Acquisition Costs—exploration licence and leasehold property acquisition costs are capitalised as exploration and valuation assets. These capitalised costs are initially amortised over the term of the agreement on a straight-line basis during the exploration and development phases. If the Group ceases to have any future plan to explore the licensed area or to undertake any future activity, any remaining balance of the licence and property acquisition costs is expensed. Upon recognition of proven reserves, including internal approval for development, the gross costs less accumulated amortisation are then transferred to property, plant and equipment. Amortisation is suspended pending development and, once production has commenced, the gross costs less accumulated amortisation are amortised using the units of production method;

0080292-0000130 ICM:13868868.8 82 01/12/11 • Exploration and Appraisal Costs—annual lease rentals, exploratory geological and geophysical costs, including seismic costs incurred during the exploration phase, are charged to profit or loss in the period in which they are incurred. Costs associated directly with the drilling of exploratory wells (including employee remuneration, materials and fuel consumed, rig costs, delay rentals, drilling services and payments made to contractors) are capitalised as exploration and valuation assets until the drilling of the well is complete and the results have been evaluated. Costs associated directly with appraisal activity (including the costs of drilling appraisal wells and additional seismic, geological and geophysical activities undertaken to determine the size, characteristics and commercial potential of a reservoir following the initial discovery of hydrocarbons) are initially capitalised as exploration and valuation assets. All capitalised costs are subject to technical, commercial and management review at least annually to confirm the continued intention to develop or otherwise extract value from the discovery. Where such intention no longer exists, or if development is no longer feasible or economic, these costs are expensed. Upon recognition of proven reserves, including internal approval for development, the capitalised costs are transferred to property, plant and equipment;

• 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 upon commencement of production in accordance with the relevant depreciation policy;

• Abandonment—liabilities for decommissioning costs are recognised when the Group has an obligation to dismantle and remove a facility or item of plant and to restore the site on which it is located and when a reliable estimate of that liability can be made. The amount recognised is the present value of the estimated future expenditure. A corresponding asset within property, plant and equipment of a value equal to the provision is also recognised and subsequently depreciated. Following the initial recognition, any changes in the estimate (except for the unwinding of discount) are capitalised as part of property, plant and equipment along with a corresponding change in the decommissioning liability; and

• Depreciation, Depletion and Amortisation of Oil and Gas Assets—oil and gas assets are depreciated using the units of production method on the basis of estimated proven and probable reserves. The units of production rate for the amortisation of field development costs takes into account expenditures incurred to date, together with approved future development expenditure required to develop reserves. The impact of changes in estimated reserves is dealt with prospectively by amortising the remaining carrying value of the asset over the expected future production. If reserve estimates are revised downwards, earnings could be affected by higher depreciation expense or an immediate impairment of the property’s carrying value.

See note 3(c) to the 2009 Financial Statements for a description of the equivalent accounting policy applied in 2008 and “Presentation of Financial and Other Information” for a discussion of the impact of the change in accounting policy on the Group’s financial statements.

Research and Development Costs

Research and development costs are incurred within ATIC. Research costs are expensed as incurred. Although under IFRS development costs can be recognised as an intangible asset when certain conditions (including the ability of the asset to generate probable future economic benefits for the Group) have been satisfied, the Group has not recognised any development costs in this way as management has not been able to establish how any such assets would generate probable future economic benefits.

0080292-0000130 ICM:13868868.8 83 01/12/11 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 profit or loss 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 statement of financial position as an asset where there is reasonable certainty that the project will be developed and future economic benefits will flow to the Group.

Foreign Currency

Foreign Currency Transactions

For each Group company, transactions in foreign currencies are translated to its functional currency at the exchange rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the exchange rate at that date.

Foreign currency gain or loss in relation to monetary assets and liabilities is the difference between the amortised cost in the functional currency at the start of the period, adjusted for effective interest and payments during the period, and the amortised cost in foreign currency translated into the functional currency at the exchange rate at the end of the period.

Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated into the functional currency using the exchange rate at the date of the transaction. Non- monetary assets and liabilities that are denominated in a foreign currency and are measured in terms of fair value are translated to the functional currency using the exchange rate at the date that the fair value was determined.

Foreign currency differences arising on translation into the functional currency are recognised in the relevant Group company’s profit or loss, except for differences arising on the translation of available for sale equity instruments or a financial liability designated as a hedge of the net investment in a foreign operation which are recognised in other comprehensive income.

Foreign Operations

The Group’s functional currency is the dirham. The assets and liabilities of Group companies whose functional currency is not the dirham, including goodwill and fair value adjustments arising on acquisitions, are translated into dirham at exchange rates on the relevant reporting date. The income and expenses of these Group companies are translated into dirham using average exchange rates for the period concerned.

Foreign currency differences are recognised in other comprehensive income and are presented in equity in a foreign currency translation reserve (FCTR). When a Group company whose functional currency is not the dirham is disposed of, in whole or part, the associated amount in the FCTR is transferred to profit or loss as part of the profit or loss on the disposal. Foreign exchange gains and losses arising from a monetary item receivable from or payable to a Group company whose functional currency is not the dirham, the settlement of which is neither planned nor likely in the foreseeable future, are considered to form part of a net investment in the company concerned and are recognised in other comprehensive income and are presented in equity in the FCTR.

Derivative Financial Instruments, Including Hedge Accounting

The Group principally uses derivative financial instruments for hedging purposes to mitigate risk in relation to movements in interest rates and currency exchange rates and certain investment exposures.

0080292-0000130 ICM:13868868.8 84 01/12/11 The Group is party to a number of derivative financial instruments. Where the Group is party to a derivative contract that is coupled with another instrument as is the case, for example, in the case of the Mandatory Convertible Securities (embedded derivatives), the embedded derivative is separated from the host contract and accounted for separately if (i) the economic characteristics and risks of the host contract and the embedded derivative are not closely related, (ii) a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative and (iii) the combined instrument is not measured at fair value through profit or loss.

The Group makes an assessment, both at the inception of a hedge relationship as well as on an ongoing basis, whether the hedging instruments are expected to be “highly effective” in offsetting the changes in the fair value or cash flows of the respective hedged items during the period for which the hedge is designated, and whether the actual results of each hedge are within a range of 80-125 per cent. For a cash flow hedge of a forecast transaction, the transaction should be highly probable to occur and should present an exposure to variations in cash flows that could ultimately affect reported net income.

Derivative financial instruments are recognised initially at fair value and attributable transaction costs are recognised in profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at their fair value on each reporting date, and changes in the fair value are accounted for as described below.

Cash Flow Hedges

When a derivative is designated as the hedging instrument in a hedge of the variability in cash flows attributable to a particular risk associated with a recognised asset or liability or a highly probable forecast transaction that could affect profit or loss, the effective portion of changes in the fair value of the derivative is recognised in other comprehensive income and presented in the hedging reserve in equity.

The amount recognised in other comprehensive income is removed and included in profit or loss in the same period as the hedged cash flows affect profit or loss under the same line item in the statement of comprehensive income as the hedged item. Any ineffective portion of changes in the fair value of the derivative is recognised immediately in profit or loss.

If the hedging instrument no longer meets the criteria for hedge accounting, expires, is sold, terminated, exercised or the designation is revoked, then hedge accounting is discontinued prospectively. The cumulative gain or loss previously recognised in other comprehensive income and presented in the hedging reserve in equity remains there until the forecast transaction affects profit or loss. When the hedged item is a non-financial asset, the amount recognised in other comprehensive income is transferred to the carrying amount of the asset when the asset is recognised. If the forecast transaction is no longer expected to occur, then the balance in other comprehensive income is recognised immediately in profit or loss. In other cases the amount recognised in other comprehensive income is transferred to the statement of comprehensive income in the same period that the hedged item affects profit or loss.

Economic Hedges

Hedge accounting is not applied to derivative instruments that economically hedge monetary assets and liabilities denominated in foreign currencies. Changes in the fair value of such derivatives are recognised in the statement of comprehensive income as part of foreign currency gains and losses.

Other Non-trading Derivatives

0080292-0000130 ICM:13868868.8 85 01/12/11 When a derivative financial instrument is not held for trading, and is not designated in a qualifying hedge relationship, all changes in fair value are immediately recognised in profit or loss.

Leases

The determination of whether an arrangement is, or contains, a lease is based on whether the fulfilment of the arrangement is dependant on the use of a specific asset or the arrangement coveys a right to use the asset and is made based on the substance of the arrangement at inception. Finance leases are leases which transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item. Finance leases are capitalised at inception of the arrangement at the lower of the fair value of the leased property and the present value of the minimum lease payments. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Operating lease payments are recognised as an expense in the consolidated income statement on a straight line basis over the lease term.

COMPARABILITY OF INFORMATION

During the six months ended 30 June 2011, the Group has:

• reclassified an investment previously reported as “other assets” to “other investments” to provide a more consistent presentation with the Group’s other investments; and

• reclassified certain property under construction from “property, plant and equipment” to “investment property” as a result of an amendment to IAS 40 (Investment Property) which requires property under construction for development for future use as investment property to be included in “investment property” as defined under IAS 40.

These changes affected the Group’s statement of financial position as set out in “Presentation of Financial and Other Information” and in note 22 to the 2011 Interim Financial Statements.

During 2010, the Group voluntarily changed its accounting policy for oil and gas exploration and evaluation expenditures to the successful efforts method to better reflect the performance of the Group and to align itself with the industry practice. Previously, licence and property acquisition costs and all exploration expenses, including geological and geophysical costs and the costs relating to the drilling of exploratory wells, were charged to exploration expenses when incurred. For more information, see “—Certain Significant Accounting Policies—Recognition of Certain Expenses—Oil and Gas Exploration, Evaluation, Appraisal and Development Costs”. As a result of this change in accounting policy, comparative financial information for 2009 was restated in the 2010 Financial Statements. No equivalent restatement has been made in relation to 2008, see “Presentation of Financial and Other Information”.

From 1 January 2010, the Group also:

• applied on a prospective basis IFRS 3 (Business Combinations (2008)) in accounting for business combinations. As a result, for acquisitions on or after 1 January 2010, the Group measures goodwill at the acquisition date as (i) the fair value of the consideration transferred, plus (ii) the recognised amount of any non-controlling interests in the acquiree, plus (iii) if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree less (iv) the net recognised amount (generally fair value) of the identifiable assets and liabilities assumed; and

• applied on a prospective basis IAS 27 (Consolidated and Separate Financial Statements (2008)) in accounting for acquisitions of non-controlling interests. As a result, acquisitions of

0080292-0000130 ICM:13868868.8 86 01/12/11 non-controlling interests are accounted for as transactions with owners in their capacity as owners and therefore no goodwill is recognised as a result of such transactions.

As a result of the Group’s decision to apply these changes prospectively, acquisitions made prior to 1 January 2010 have not been accounted for on the basis described above. See note 2(e)(i) and (ii) to the 2010 Financial Statements.

In 2009, the Group determined to apply certain amendments to IAS 40 (Investment Property) prospectively. IAS 40 has been amended for periods beginning after 1 January 2009 to require properties under construction or development for future use as investment properties in respect of which construction work commenced on or after 1 January 2009 to be measured at fair value and permits retrospective fair valuation of such property under construction from any date before 1 January 2009. As a result of the Group’s decision to only apply amended IAS 40 prospectively, investment property under construction prior to 1 January 2009 has not been measured at fair value. See note 2(e)(ii) to the 2009 Financial Statements.

CRITICAL ACCOUNTING JUDGEMENTS 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 judgements, the most significant of which are described below.

• 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 statement of financial position 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 statement of financial position, 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 almost all of the land designated as Masdar City Land in note 18 to the 2011 Interim Financial Statements, whilst the Group had identified the future use of the land at 30 September 2011, it was unable to calculate the associated construction costs and potential future benefits at that date as it had not established a definitive construction timetable for the City as a whole nor had it established a lease rental programme or obtained any significant firm commitments from tenants (except for three buildings under construction which are recognised as property, plant and equipment based on the expectation that they will be used by a Group company, a power plant which is expected to be operated under a power purchase agreement and two buildings under construction which have been substantially pre-leased. 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 the Six Month Periods ended 30 June 2011 and 30 June 2010—Change in the Fair Value of Investment Properties” and

0080292-0000130 ICM:13868868.8 87 01/12/11 “—Results of Operations—Comparison of 2010, 2009 and 2008—Change in the Fair Value of Investment Properties”.

• 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 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 profit or loss, the Group makes judgements 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, appropriate valuation techniques are used or, if the fair value cannot be reliably determined, the investment is carried at cost less impairment losses. As at 30 June 2011, the Group’s most significant unquoted available for sale investment, shares in Carlyle, was carried at cost less impairment.

• Service Concession Contracts—International Financial Reporting Interpretations Committee (“IFRIC”) 12—Service Concession Arrangements defines a service concession arrangement as an arrangement whereby a grantor contracts with a private operator to develop (or upgrade), operate and maintain the grantor’s infrastructure assets. The grantor controls or regulates what services the operator must provide using the assets, to whom, and at what price, and also controls any significant residual interest in the assets at the end of the term of the arrangement. IFRIC 12 draws a distinction between two types of service concession arrangement. In one arrangement, the operator receives a financial asset, specifically an unconditional contractual right to receive a specified or determinable amount of cash or another financial asset from the grantor in return for constructing or upgrading a public sector asset, and then operating and maintaining the asset for a specified period of time. In the other arrangement, the operator receives an intangible asset, being a right to charge for the use of a public sector asset that it constructs or upgrades and then must operate and maintain for a specified period of time. A right to charge users is not an unconditional right to receive cash because the amounts that may be received are contingent on the extent to which the public uses the service. IFRIC 12 allows for the possibility that both types of arrangement may exist within a single contract. Based on IFRIC 12, the Group has determined that its university service concession arrangements comprise both types of arrangement, with the fixed availability charge for construction and facility management paid to the Group comprising a financial asset and the rental income derived by the Group comprising an intangible asset.

• Quantities of proved oil and gas reserves—depreciation on certain of the Group’s property, plant and equipment is estimated on the basis of oil and gas reserves. There are numerous uncertainties inherent in estimating quantities of proved and probable oil reserves. Oil reserve engineering is a subjective process of estimating underground volumes of oil that cannot be precisely measured, and estimates of other engineers might differ materially from the estimates used by the Group. The accuracy of any reserve estimate is a function of the quality of available data and associated engineering and geological interpretations and judgements. Results of drilling, testing and production subsequent to the date of the estimate may justify the revision of such estimates. Accordingly, reserve estimates are often different from the quantities of oil and gas that are ultimately recovered. The Group’s share of the oil and gas reserves that may be ultimately recovered from the joint ventures to which it is a party is subject to production sharing agreements entered into by it.

0080292-0000130 ICM:13868868.8 88 01/12/11 • Revenue recognition for construction contract—revenue from construction contracts is recognised in the statement of comprehensive income when the outcome of a contract can be reliably estimated. The measurement of contract revenue is affected by a number of uncertainties (including cost estimation and construction margin) that depend on the outcome of future events. These estimates often need to be revised as events occur and uncertainties are resolved. Therefore, the amount of contract revenue recognised may increase or decrease from period to period.

• Project expenses—project expenses comprise the costs incurred in screening, feasibility studies and other pre-development phases activity undertaken in connection with proposed projects undertaken by the Group. The part of this expenditure which relates to property, plant and equipment is capitalised when there is reasonable certainty that projects will be developed in the future and economic benefits will flow to the Group. The process of estimating the degree of certainty involves significant judgement on the part of senior management. Certain projects have long development phases and, in some cases, are dependent on Government support. In addition, in certain cases, a project’s size and economics may be re-assessed in light of changing economic or other circumstances, and this can result in material changes to the size and/or timing of the project concerned. Management periodically assesses the likelihood of projects proceeding and also uses the assessments to determine whether or not any provision for impairment is required.

• Useful lives of property, plant and equipment: The Group’s management determines the estimated useful lives of property, plant and equipment for calculating depreciation. The estimate is made after considering the current usage of each asset compared to the full utilisation capability of the asset concerned and its physical wear and tear. Management reviews the residual value and useful life of each asset annually and the future depreciation charge is adjusted where management believes that the useful life differs from previous estimates.

• Business combinations: Accounting for the acquisition of a business requires the allocation of the purchase price to the various assets and liabilities of the business acquired. For most assets and liabilities, this is accomplished by recording the asset or liability at its estimated fair value. Determining the fair value of the assets and liabilities assumed requires judgement by management and often involves the use of significant estimates and assumptions, including assumptions relating to future cash inflows and outflows, discount rates, useful lives of licences and other assets and market multiples.

RESULTS OF OPERATIONS

Comparison of the Six Month Periods ended 30 June 2011 and 30 June 2010

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 2011 and 30 June 2010.

Six months ended 30 June 2011 2010 Unaudited (AED (% of (AED (% of million) total) million) total) Sale of semiconductor wafers ...... 5,455.8 40.0 — — Sale of hydrocarbons (net of royalties)...... 3,786.0 27.7 2,927.1 36.5

0080292-0000130 ICM:13868868.8 89 01/12/11 Six months ended 30 June 2011 2010 Unaudited (AED (% of (AED (% of million) total) million) total) Aircraft maintenance and repairs ...... 2,662.3 19.5 2,463.0 30.7 Service concession revenue ...... 702.9 5.2 2,062.9 25.7 Medical services...... 208.6 1.5 158.3 2.0 Contract revenue ...... 153.8 1.1 118.3 1.5 Finance income from commercial loans...... 139.2 1.0 28.5 0.4 Revenue from the supply of chilled water...... 112.1 0.8 — — Other...... 425.3 3.1 257.4 3.2 Total revenue from sale of goods and services .. 13,646.0 100.0 8,015.5 100.0

The Group’s total revenues from the sale of goods and services during the six month period ended 30 June 2011 amounted to AED 13,646.0 million compared to AED 8,015.5 million for the six month period ended 30 June 2010, an increase of 70.2 per cent.

Excluding the effects of the contribution of ATIC to the Group with effect from 1 January 2011, the Group’s revenues from the sale of goods and services during the six month period ended 30 June 2011 would have amounted to AED 8,190.2 million, an increase of AED 174.6 million, or 2.2 per cent., compared to the six months ended 30 June 2010. This increase principally reflected increases of AED 858.8 million, or 29.3 per cent., in revenues from the sale of hydrocarbons (net of royalties) and AED 199.3 million, or 8.1 per cent., in revenues from aircraft maintenance and repairs, which increases were substantially offset by a fall of AED 1,360.1 million, or 65.9 per cent., in service concession revenues. Together, revenues from the sale of semiconductor wafers, the sale of hydrocarbons and aircraft maintenance and repairs and service concession revenues comprised 92.4 per cent. of the Group’s revenues in the six months ended 30 June 2011 whilst revenues from the sale of hydrocarbons and aircraft maintenance and repairs and service concession revenues comprised 91.4 per cent. of the Group’s revenues in the six months ended 30 June 2010.

Revenues from the sale of semiconductor wafers are derived solely from ATIC and include revenue from the fabrication and sale of semiconductor wafers and, to a lesser extent, from providing associated subcontracted assembly and test services as well as pre-fabricating services such as masks generation and engineering services. These revenues amounted to AED 5,455.8 million in the six months ended 30 June 2011. No equivalent revenues were earned in the six months ended 30 June 2010, reflecting the fact that ATIC was contributed to the Group with effect from 1 January 2011.

Revenues from the sale of hydrocarbons during the six month period ended 30 June 2011 amounted to AED 3,786.0 million compared to AED 2,927.1 million in the six month period ended 30 June 2010 (each, net of royalties). The increase of AED 858.8 million, or 29.3 per cent., in the six month period ended 30 June 2011 compared to the same period in 2010 principally resulted from higher prices on average in the 2011 period compared to the 2010 period in relation to Pearl, the upstream activities of the Dolphin Project and the Group’s other producing assets, which more than offset the negative effects of an overall net production decrease of approximately 10.3 per cent. See “—Principal Components of, and Key Factors Affecting, Operating Income—Revenues from the Sale of Goods and Services—Sale of Hydrocarbon Products”.

Revenues from aircraft maintenance and repairs during the six month period ended 30 June 2011 amounted to AED 2,662.3 million compared to AED 2,463.0 million in the six month period ended 30 June 2010. The increase of AED 199.3 million, or 8.1 per cent., in the six month period ended 30 June 2011 compared to the same period in 2010 principally resulted from a significant increase of revenue from SR Technics (mainly as result of exchange rate movements between the Swiss franc and the

0080292-0000130 ICM:13868868.8 90 01/12/11 dirham) which more than offset a decline in revenue from ADAT following the transfer of its military MRO business to AMMROC, a jointly controlled entity, see "Description of the Group—Business Areas—Mubadala Aerospace—The Aviation MRO Network" and “—Principal Components of, and Key Factors Affecting, Operating Income—Revenues from the Sale of Goods and Services—Aircraft Maintenance and Repairs”.

The Group’s service concession revenues during the six month period ended 30 June 2011 amounted to AED 702.9 million compared to AED 2,062.9 million in the six month period ended 30 June 2010. The decrease of AED 1,360.1 million, or 65.9 per cent., in the six months ended 30 June 2011 compared to the same period in 2010 principally reflected the fact that in the 2011 period the Sorbonne University project had already been completed and the other two university projects were substantially completed.

The Group’s other revenues from the sale of goods and services were principally derived from medical facilities operated by its healthcare business unit, contract services provided by Al Taif, interest on commercial loans made by the GE joint venture in the ordinary course of its business and the supply of chilled water by Tabreed following its consolidation with effect from 1 April 2011. In aggregate, the Group’s other revenues during the six month period ended 30 June 2011 amounted to AED 1,039.1 million compared to AED 562.5 million in the six month period ended 30 June 2010. The increase of AED 476.6 million, or 84.7 per cent., in these revenues in the six month period ended 30 June 2011 compared to the same period in 2010 principally reflects the consolidation of Tabreed and improved trading performance.

Change in the Fair Value of Investment Properties

The change in the fair value of the Group’s investment properties amounted to a decrease of AED 315.5 million in the six month period ended 30 June 2011 compared to a decrease of AED 222.2 million in the six month period ended 30 June 2010.

During each six month period, the Group reassessed the fair value of its investment properties on Sowwah Island in light of continuing adverse developments in the Abu Dhabi office leasing market. In particular, the Group considered that the likely future rentals and office space occupancy rates it could realistically expect to attain would be lower than those it had previously assumed. The anticipated lower occupancy rates also had an adverse affect on the Group’s office lease stabilisation assumption. This resulted in a reduction in the fair value of the properties as the fair value is based on discounted future cash flow projections. In 2011, the reduction was partially offset by a gain resulting from the recognition of two plots of land at Masdar City as investment properties for the first time in 2011.

Share of Results of Equity Accounted Investees

The Group’s share of the results of its equity accounted investees was AED 764.0 million in the six month period ended 30 June 2011 compared to AED 304.6 million in the six month period ended 30 June 2010.

In the six month period ended 30 June 2011, the Group’s share of the results of its jointly controlled entities amounted to AED 755.9 million compared to AED 258.0 million in the six month period ended 30 June 2010. At 30 June 2011, the Group had 28 jointly controlled entities compared to 35 at 30 June 2010. In each period, profits were realised at certain jointly controlled entities which were offset in part by losses at other jointly controlled entities.

During the six months ended 30 June 2011, the most significant profit making jointly controlled entities were:

0080292-0000130 ICM:13868868.8 91 01/12/11 • Dolphin Energy. The Group’s share of the results of the midstream activities undertaken by Dolphin Energy was AED 708.2 million in the six months ended 30 June 2011 compared to AED 552.5 million in the six months ended 30 June 2010. The majority of Dolphin Energy’s revenues from the midstream activities are not particularly sensitive to movements in international oil and gas prices as they are earned pursuant to long-term contracts which are not based on short-term movements in such prices; and

• 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 Areas— Mubadala Industry—EMAL”. Reflecting the fact that the project only reached full production at the end of 2010, the Group’s share of the profit made by this entity was AED 433.1 million in the six month period ended 30 June 2011 compared to its share of the loss made by this entity of AED 163.0 million in the six month period ended 30 June 2010.

During the six months ended 30 June 2011, 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 made by this company was AED 242.4 million in the six month period ended 30 June 2011 compared to AED 83.9 million in the six month period ended 30 June 2010; and

• Azaliyah, which was formed in December 2008, to focus on water production and waste water collection and treatment in the MENA region. The joint venture commenced operations in January 2009 and seeks to develop high-quality water and waste water infrastructure in the MENA region. The Group’s share of the loss made by Azaliyah was AED 163.5 million in the six month period ended 30 June 2011 compared to AED 8.6 million in the six month period ended 30 June 2010.

In the six month period ended 30 June 2011, the Group’s share of the results of its associates amounted to AED 8.1 million compared to AED 46.6 million in the six month period ended 30 June 2010. During the 2010 period, the Group shared proportionately in the profits and losses of four active associates: Abu Dhabi Ship Building PJSC (ADSB), Spyker Cars N.V. (Spyker), The John Buck Company LLC (John Buck) and Tanqia FZC (Tanqia). During the 2011 period, Aldar became the Group’s fifth associated company following the conversion of Mandatory Convertible Securities issued by Aldar, see note 6(b) to the 2011 Interim Financial Statements. In each six month period, ADSB, John Buck and Tanqia each generated profits whilst Spyker was loss making. Aldar was also loss making in the six months ended 30 June 2011.

Loss from Other Investments

In the six month period ended 30 June 2011, the Group’s loss from other investments amounted to AED 583.6 million compared to a loss of AED 1,976.9 million in the six month period ended 30 June 2010. The Group’s loss from other investments principally comprises the sum of the net change in fair values of FVTPL investments, the net change in the fair value 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.

0080292-0000130 ICM:13868868.8 92 01/12/11 In the six month period ended 30 June 2011, the net change in the fair value of FVTPL investments was negative in the amount of AED 723.5 million compared to a negative change of AED 1,597.5 million in the six month period ended 30 June 2010. The negative change in the 2011 period principally reflected a decline in the fair value of the Aldar Mandatory Convertible Securities and the AMD FVTPL shares which was partially offset by an increase in the fair value of the Group's GE shares and Carlyle securities included in its FVTPL portfolio. The negative change in the 2010 period principally reflected changes in the fair value of the Group’s Mandatory Convertible Securities and in its holdings of AMD FVTPL shares and GE shares included in the FVTPL portfolio.

In the six month period ended 30 June 2011, the Group recorded a negative change of AED 107.3 million on the fair values of certain derivatives used as economic hedges compared to a negative change of AED 370.7 million in the six month period ended 30 June 2010.

In the six month period ended 30 June 2011, the Group recorded gains of AED 12.0 million on the sale of certain available for sale investments compared to gains of AED 0.8 million in the six month period ended 30 June 2010.

In the six month period ended 30 June 2011, the dividend income recorded by the Group on its available for sale investments was AED 235.1 million compared to AED 74.3 million in the six month period ended 30 June 2010, principally reflecting dividend income from its investments in Carlyle, GE and First Gulf Bank.

Gains on the Acquisition and Divestment of Shares in Subsidiaries and Equity Accounted Investees

In April 2011, both Tabreed and JBI became subsidiaries of the Group and the Group recorded a gain of AED 231.1 million on these acquisitions, of which AED 225.3 million reflected the difference between the value of the Group’s share of the net assets of Tabreed acquired and the purchase price paid and the balance represented a fair valuation gain on the shares in JBI owned by the Group prior to the acquisition as a result of the acquisition, see notes 6(c) and 6(d) to the 2011 Interim Financial Statements. No subsidiaries were acquired by the Group in the six month period ended 30 June 2010 but the Group did recognise a gain of AED 75.6 million on the divestment of a 25 per cent. shareholding in Abu Dhabi Terminals to a joint venture in which the Group has a 33 per cent. interest, resulting in the Group’s shareholding in Abu Dhabi Terminals decreasing from 50 per cent. to 33.3 per cent.

Impairment Losses

In the six month period ended 30 June 2011, the Group’s impairment losses amounted to AED 481.5 million compared to AED 32.2 million in the six month period ended 30 June 2010. The Group’s equity accounted investees, available for sale financial assets, other investments and certain other assets are assessed at each reporting 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:

• in the six month period ended 30 June 2011, the Group recorded an AED 98.6 million impairment loss on its available for sale financial assets, principally reflecting declines in the quoted share prices for both Aldar and Tabreed;

• also in the six month period ended 30 June 2011, the Group recorded impairment losses of AED 382.9 million in respect of intangible assets and property, plant and equipment relation to Pearl and its Mina Zayed waterfront development. These impairment losses are classified as operating expenses, see “—Operating Expenses”, but are discussed here for completeness; and

0080292-0000130 ICM:13868868.8 93 01/12/11 • in the six month period ended 30 June 2010, the Group recorded an AED 32.2 million impairment loss on available for sale financial assets, principally reflecting a decline in the quoted share price of Tabreed during the period.

Other Operating Income

The Group’s other operating income in the six month period ended 30 June 2011 amounted to AED 376.9 million compared to AED 295.7 million in the six month period ended 30 June 2010, an increase in the 2011 period of AED 81.2 million, or 27.5 per cent. The principal components of the Group’s other operating income in each period were income from Government grants to fund, among other things, the annual Zayed Future Energy Prize for innovation and leadership in renewable energy and sustainability and the Masdar Institute of Science and Technology, see “Description of the Group—The Masdar Project” and income generated from secondments, project management and consultancy services provided to related parties

Operating Income

The Group recognised operating income for the six month period ended 30 June 2011 of AED 14,020.3 million compared to AED 6,460.2 million in for the six month period ended 30 June 2010. Excluding the effect of the contribution of ATIC in January 2011, the Group’s operating income for six month period ended 30 June 2011 would have been AED 8,535.1 million, an increase of AED 2,074.8 million, or 32.1 per cent., from the Group’s operating income in the six month period ended 30 June 2010, principally reflecting the Group’s reduced loss from other investments in the 2011 period compared to the 2010 period.

Operating Expenses

The table below shows the breakdown of the Group’s operating expenses for each of the six month periods ended 30 June 2011 and 30 June 2010.

Six months ended 30 June 2011 2010 Unaudited (AED (% of (AED (% of million) total) million) total) Cost of sales of goods and services ...... (10,711.3) 70.3 (5,706.4) 75.0 Impairment losses on intangible assets and (382.9) 2.5 — — property, plant and equipment...... General and administrative expenses ...... (2,401.6) 15.8 (1,515.5) 19.9 Research and development costs...... (1,361.8) 8.9 — — Project expenses...... (291.7) 1.9 (182.5) 2.4 Exploration costs...... (96.3) 0.6 (206.0) 2.7 Total operating expenses...... 15,245.6 100.0 7,610.5 100.0

In the six month period ended 30 June 2011, the Group’s operating expenses amounted to AED 15,245.6 million compared to AED 7,610.5 million in the six month period ended 30 June 2010. Excluding the effect of operating expenses attributable to ATIC, the Group’s operating expenses in the six month period ended 30 June 2011 would have amounted to AED 7,734.6 million, an increase of AED 124.1 million, or 1.6 per cent.

In particular:

0080292-0000130 ICM:13868868.8 94 01/12/11 • the Group’s cost of sales of goods and services amounted to AED 10,711.3 million in the six month period ended 30 June 2011 compared to AED 5,706.4 million in the six month period ended 30 June 2010. Excluding the cost of sales attributable to ATIC of AED 5,559.7 million in the six month period ended 30 June 2011, the Group’s cost of sales of goods and services would have amounted to AED 5,151.6 million in that period, a decrease of AED 554.8 million, or 9.7 per cent., from the 2010 period. This decrease principally resulted from a decrease in the construction costs at Zayed University as that project neared completion. As a percentage of revenues from sales of goods and services, the Group’s cost of sales of goods and services (excluding ATIC) was 62.9 per cent. in the six month period ended 30 June 2011 compared to 71.2 per cent. in the six month period ended 30 June 2010. As a percentage of revenues from sales of goods and services, the Group’s cost of sales of goods and services (including ATIC) was 78.5 per cent. in the six month period ended 30 June 2011;

• the Group’s impairment losses on property, plant and equipment and intangible assets amounted to AED 382.9 million in the six month period ended 30 June 2011, see “— Impairment Losses”. There were no similar impairment losses in the six month period ended 30 June 2010;

• the Group’s general and administrative expenses amounted to AED 2,401.6 million in the six month period ended 30 June 2011 compared to AED 1,515.5 million in the six month period ended 30 June 2010. Excluding general and administrative expenses attributable to ATIC of AED 577.4 million in the six month period ended 30 June 2011, the Group’s general and administrative expenses would have amounted to AED 1,824.2 million in that period, an increase of AED 308.7 million, or 20.4 per cent., from the 2010 period. The most significant individual item within general and administrative expenses is staff costs not charged under other headings. Excluding ATIC, the increases in general and 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 an average of 575 in the six month period ended 30 June 2010 to 682 in the six month period ended 30 June 2011, in each case based on the numbers employed at the start and end of each period). Other significant Group contributors to the increases in administrative expenses included depreciation and amortisation not included in cost of sales and maintenance and repair expenses. ATIC’s general and administrative expenses in the six month period ended 30 June 2011 principally comprised staff costs (AED 302.9 million), professional service costs (AED 39.5 million) and depreciation not included under cost of sales (AED 52.9 million);

• in the six month period ended 30 June 2011, research and development (R&D) expenses which are almost entirely attributable to ATIC amounted to AED 1,361.8 million, equal to 24.9 per cent. of ATIC’s revenue for the year. ATIC conducts its R&D activities in-house and through joint developments agreements (JDAs) with other technology companies. In particular, ATIC group companies have JDAs relating to 45nm, 32nm, 28nm, 20nm and certain other advanced technologies to be implemented on silicon wafer manufacturing. Typically, the relevant ATIC group company pays fees to its technology partners under the JDAs and also agrees to pay royalties upon the occurrence of certain defined events and these are included under R&D expenses;

• the Group’s project expenses amounted to AED 291.7 million in the six month period ended 30 June 2011 compared to AED 182.5 million in the six month period ended 30 June 2010, an increase of AED 109.2 million, or 59.8 per cent. The Group’s project expenses are described under “—Certain Significant Accounting Policies—Recognition of Certain Expenses—Project Expenses” and the increases reflect the changing number of projects being considered by the Company over the periods under review; and

0080292-0000130 ICM:13868868.8 95 01/12/11 • the Group’s exploration costs amounted to AED 96.3 million in the six month period ended 30 June 2011 compared to AED 206.0 million in the six month period ended 30 June 2010, a decrease of AED 109.8 million, or 53.3 per cent. The Group’s exploration costs are described under “—Certain Significant Accounting Policies—Recognition of Certain Expenses—Oil and Gas Exploration, Evaluation, Appraisal and Development Costs” and the changes in the 2011 period principally reflect changes in the exploration activity undertaken by the Group. In the 2010 period, the Group’s exploration activity was focused on its fields in Kazakhstan and South East Asia (principally, Indonesia, Thailand and Malaysia). In the 2011 period, exploration activity in South East Asia slowed as one block entered into the development phase in late 2010 and exploration in other areas reduced following significant exploration activity during 2010. In addition, the Group undertook virtually no exploration offshore Libya in the 2011 period as a result of adverse political developments in that country. The Group anticipates that exploration in South East Asia is likely to increase in the second half of 2011 compared to the first half.

Results from Operating Activities

The Group’s results from operating activities were negative in the amount of AED 1,225.3 million in the six month period ended 30 June 2011 compared to a negative AED 1,150.2 million in the six month period ended 30 June 2010.

Net Finance Expenses

The table below shows the breakdown of the Group’s net finance expenses for each of the six month periods ended 30 June 2011 and 30 June 2010.

Six months ended 30 June 2011 2010 Unaudited (AED million) Interest income...... 1,048.3 531.1 Net foreign exchange gain...... — 121.7 Finance income...... 1,048.3 652.8 Net foreign exchange loss...... 64.8 — Borrowing costs ...... 1,599.3 826.3 Finance expenses ...... 1,664.1 826.3 Net finance expenses...... 615.8 173.5

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 1,048.3 million in the six month period ended 30 June 2011 compared to AED 652.8 million in the six month period ended 30 June 2010, an increase of AED 395.5 million, or 60.6 per cent. The increase principally reflected increased cash balances held by the Group and interest due on a funding arrangement entered into by the Group.

The Group’s borrowing costs in the six month period ended 30 June 2011 amounted to AED 1,599.3 million compared to AED 826.3 million in the six month period ended 30 June 2010, an increase of AED 773.0 million, or 93.6 per cent. The principal factor affecting the Group’s borrowing costs over the two periods under review was a 32.2 per cent increase in average borrowings (based on amounts

0080292-0000130 ICM:13868868.8 96 01/12/11 outstanding at the start and end of each period, in large part reflecting the contribution of ATIC to the Group on 1 January 2011). The Group anticipates that its average borrowings will continue to increase in the remainder of 2011 and expects that this, coupled with the generally increasing cost of borrowing, will cause a further increases in its borrowing costs in 2011 compared to 2010.

The Group recorded a net foreign exchange loss of AED 64.8 million in the six month period ended 30 June 2011 compared to a net foreign exchange gain of AED 121.7 million in the six month period ended 30 June 2010, respectively.

Tax Income/(Expense) (Net)

In the six month period ended 30 June 2011, the Group’s tax income amounted to AED 657.9 million compared to an income tax expense of AED 70.6 million in the six month period ended 30 June 2010. The operations of ATIC, Pearl and SR Technics are the principal operations in the Group giving rise to tax income and expense. In the 2011 period, the tax income principally arose through (i) the effects of foreign exchange rate movements between the euro and the U.S. dollar on ATIC’s European operations which caused significant differences between its non-monetary assets and its tax base in those operations and (ii) the recognition of previously unrecognised deferred tax assets related to tax loss carry forwards and investment allowances in ATIC’s Singapore operations.

Loss for the Year

Reflecting the above factors, the Group recorded a loss of AED 1,183.2 million in the six month period ended 30 June 2011 compared to a loss of AED 1,394.3 million in the six month period ended 30 June 2010.

Other Comprehensive Income/(Loss)

Other comprehensive income/(loss) 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 (loss)/income for each of the six month periods ended 30 June 2011 and 30 June 2010.

Six months ended 30 June 2011 2010 Unaudited (AED million) Net change in fair value of available for sale financial assets ...... 238.6 (2,449.0) Effective portion of changes in fair value of cash flow hedges and 121.8 (286.0) other reserves ...... Net change in translation reserve ...... 386.2 (200.3) Share of effective portion in fair value of hedging instruments of (27.1) (81.9) equity accounted investees ...... Share of movement in translation reserve of equity accounted 10.5 (23.8) investees ...... Other comprehensive income/(loss) for the period net of income 730.0 (3,040.9) tax ...... Loss for the period ...... (1,183.2) (1,394.3) Total comprehensive loss for the period...... (453.2) (4,435.2)

Other comprehensive income net of income tax for the six months ended 30 June 2011 was AED 730.0 million compared to an other comprehensive loss net of income tax for the six months ended 30

0080292-0000130 ICM:13868868.8 97 01/12/11 June 2010 of AED 3,040.9 million. In the 2011 period, other comprehensive income principally reflected positive movements of AED 386.2 million in translation reserve (reflecting the effect of exchange rate movements between the Swiss franc and the dirham on the translation of the financial statements of SR Technics into dirham for the purposes of consolidation), AED 238.6 million in net changes in the fair value of available for sale instruments and AED 121.8 million in the effective portion of changes in the fair value of cash flow hedges and other reserves. In the 2010 period, other comprehensive loss principally reflected a negative movement of AED 2,449.0 million in net changes in the fair value of available for sale instruments.

The fair value of each available for sale financial asset is measured at the end of each six month 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 the fair value of available for sale financial assets principally reflect changes in the stock market valuations of quoted shares. During the 2010 period, the Group’s holdings of shares in Aldar and Emirates Integrated Telecommunication Company (du) as well as certain shares in AMD which it classifies as available for sale shares (the AMD AFS shares) were the principal contributors to the negative net change in fair values. See “—Analysis of Certain Statement of Financial Position Items—Other Investments”.

Total Comprehensive Loss for the Period

Reflecting the above factors, the Group recorded a total comprehensive loss of AED 453.2 million in the six month period ended 30 June 2011 compared to a total comprehensive loss of AED 4,435.2 million in the six month period ended 30 June 2010.

Comparison of 2010, 2009 and 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 2010, 2009 and 2008.

Year ended 31 December 2010 2009 2008 (AED (% of (AED (% of (AED (% of million) total) million) total) million) total) Sale of hydrocarbons (net of royalties) ...... 6,055.5 38.0 4,804.7 36.7 5,389.1 80.9 Aircraft maintenance and repairs...... 4,922.0 30.9 4,299.0 32.8 — — Service concession revenue...... 3,458.0 21.7 2,657.1 20.3 937.5 14.1 Sale of land...... 488.3 3.1 810.8 6.2 — — Medical services ...... 314.7 2.0 202.1 1.5 120.3 1.8 Contract revenue...... 223.7 1.4 200.8 1.5 141.2 2.1 Sale of thin film photovoltaic panels ...... 100.3 0.6 9.0 0.1 — — Flight training services...... 44.7 0.3 63.5 0.5 45.4 0.7 Other...... 345.4 2.2 45.7 0.3 27.6 0.4 Total revenue from sale of goods and services...... 15,952.6 100.0 13,092.6 100.0 6,661.1 100.0

The Group’s total revenues from the sale of goods and services for 2010 amounted to AED 15,952.6 million compared to AED 13,092.6 million for 2009 and AED 6,661.1 million for 2008.

The increase of AED 2,860.0 million or 21.8 per cent. in 2010 compared to 2009 principally reflected increases of AED 1,250.8 million in revenues from the sale of hydrocarbons (net of royalties), AED

0080292-0000130 ICM:13868868.8 98 01/12/11 800.8 million in service concession revenues and AED 623.0 million in revenues from aircraft maintenance and repairs. The increase of AED 6,431.5 million, or 96.6 per cent., in 2009 compared to 2008 principally reflected AED 4,299.0 million in new revenues from aircraft maintenance and repairs, an increase of AED 1,719.6 million in service concession revenues and AED 810.8 million in new revenues from the sale of land, and was partially offset by a decline of AED 584.4 million in revenues from the sale of hydrocarbons (net of royalties). Together, revenues from the sale of hydrocarbons, aircraft maintenance and repairs and service concession revenues accounted for 90.5 per cent., 89.8 per cent. and 95.7 per cent., respectively, of the Group’s total revenue from the sale of goods and services in 2010, 2009 and 2008, respectively.

Revenues from the sale of hydrocarbons for 2010 amounted to AED 6,055.5 million compared to AED 4,804.7 million in 2009 and AED 5,389.1 million in 2008 (each, net of royalties). The increase of AED 1,250.8 million, or 26.0 per cent., in 2010 compared to 2009 principally resulted from higher prices on average in 2010 compared to 2009 in relation to Pearl, the upstream activities of the Dolphin Project and the Group’s other producing assets. The decrease of AED 584.4 million, or 10.8 per cent., in 2009 compared to 2008 principally resulted from lower prices on average in 2009 in relation to Pearl which more than offset the fact that revenues from Pearl were consolidated for a full year in 2009. See “—Principal Components of, and Key Factors Affecting, Operating Income—Revenues from the Sale of Goods and Services—Sale of Hydrocarbon Products—The Dolphin Project” and “— Acquisition of Pearl”.

Revenues from aircraft maintenance and repairs in 2010 amounted to AED 4,922.0 million compared to AED 4,299.0 million in 2009. The increase of AED 623.0 million, or 14.5 per cent., in 2010 compared to 2009 principally resulted from the fact that GAMCO was consolidated for a full year in 2010 compared to approximately two months in 2009 although the full effect of this consolidation was partially offset by a decline in revenue from SR Technics in 2010 compared to 2009 notwithstanding that SR Technics was only consolidated for approximately nine months of 2009. The decline at SR Technics was caused by generally depressed market conditions as well as significant one-off events such as the Icelandic volcanic ash cloud that adversely affected flights in the second quarter of 2010. See “—Principal Components of, and Key Factors Affecting, Operating Income— Revenues from the Sale of Goods and Services—Aircraft Maintenance and Repairs—Acquisition of a Controlling Interest in SR Technics” and “—Acquisition of GAMCO”. No revenues from aircraft maintenance and repairs were recorded in 2008.

The Group’s service concession revenues in 2010 amounted to AED 3,458.0 million compared to AED 2,657.1 million in 2009 and AED 937.5 million in 2008. The increase of AED 800.8 million, or 30.1 per cent., in 2010 compared to 2009 principally reflected progress made in relation to the construction of the Zayed University project during 2010 partially offset by reduced construction revenues in respect of the Sorbonne University project as that project was substantially completed in 2009. The increase of AED 1,719.6 million, or 183.4 per cent., in 2009 compared to 2008 principally reflected progress made in relation to the construction of the Sorbonne University project and the commencement of work on the Zayed University project during 2010.

Revenues from the sale of land amounted to AED 488.3 million in 2010 and AED 810.8 million in 2009. These revenues were derived from the sale of commercial plots on Sowwah Island to third parties for development. See “Description of the Group—Business Areas—Mubadala Real Estate & Hospitality—Principal Real Estate Projects—Sowwah Island and Sowwah Square”. No similar revenues were recorded in 2008, as no land sales were made in that year.

The Group’s other revenues from the sale of goods and services were principally derived from contract services provided by Al Taif, medical facilities operated by its healthcare business unit, flight training services provided by the Horizon International Flight Academy and, in 2010 and 2009, the sale of thin film photovoltaic panels produced at the Group’s plant at Erfurt in Frankfurt. In aggregate, these revenues for 2010 amounted to AED 1,028.8 million compared to AED 521.1 million in 2009

0080292-0000130 ICM:13868868.8 99 01/12/11 and AED 334.5 million in 2008. The increase in these revenues in 2010 compared to 2009 and 2008 principally reflects improved trading performance.

Change in the Fair Value of Investment Properties

The change in the fair value of the Group’s investment properties amounted to a decrease of AED 927.7 million in 2010 compared to increases of AED 44.1 million in 2009 and AED 741.1 million in 2008.

In 2010, the Group reassessed the fair value of its investment properties on Sowwah Island in light of continuing adverse developments in the Abu Dhabi office leasing market. In particular, the Group considered that the likely future rentals it could realistically expect to attain would be lower than those it had previously assumed and this resulted in a reduction in the fair value of the properties as the fair value is based on discounted future cash flow projections.

In 2009, the Group recognised a plot of land at Mussafah as an investment property for the first time following the lease of the property to Agility (Abu Dhabi) PSC (Agility Abu Dhabi) for the purpose of establishing a logistics hub, see “Description of the Group—Business Areas—Mubadala Services Ventures—Transportation and Logistics—Agility Abu Dhabi”. As a result, the full fair value of the land, based on an income capitalisation approach, was determined at AED 40.4 million and included in profit or loss. The cumulative change in fair value of the Group’s investment properties in 2009 also included a small increase in the fair value of the Group’s Abu Dhabi Financial Centre land and a small decline in the fair value of the Group’s New Fish Market land.

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 was a change in methodology from that previously used and 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 Group’s 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 816.1 million in 2010 compared to AED 551.7 million in 2009 and AED 271.2 million in 2008.

In 2010, the Group’s share of the results of its jointly controlled entities amounted to AED 729.5 million compared to AED 536.8 million in 2009 and AED 279.8 million in 2008. At 31 December 2010, the Group had 37 jointly controlled entities compared to 31 at 31 December 2009 and 28 at 31 December 2008. In each period, 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. The Group’s share of the results of the midstream activities undertaken by Dolphin Energy was AED 1,242.1 million in 2010 compared to AED 1,024.0 million in 2009 and AED 934.2 million in 2008; and

0080292-0000130 ICM:13868868.8 100 01/12/11 • Algerian Utilities International Limited (Algerian Utilities), which holds a 51 per cent. interest in Shariket Kahraba Hadjret En Nouss SpA (SKH), which operates a gas-fired thermal power plant in Algeria. The plant was commissioned in June 2009. The Company holds a 49.0 per cent. interest in Algerian Utilities, see “Description of the Group—Business Areas—Mubadala Industry—SKH”. The Group’s share of the results of this entity was AED 59.3 million in 2010 compared to AED 24.9 million in 2009 and its share of the losses made by this entity was AED 54.1 million in 2008.

In addition, the Group’s share of the results of Global Mobility Holding B.V. (GMH), which is the vehicle through which the Group held its interest in LeasePlan Corporation N.V. (LeasePlan), see “Description of the Group—Business Areas—Mubadala Services Ventures—Transportation and Logistics—LeasePlan Emirates”, was AED 210.0 million in 2008. 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. The sale was completed in February 2010 and, following the exercise of the option up to the completion of the sale, GMH was accounted for as an asset held for sale, although the Group continued to maintain joint control with its joint venture partner.

During the three years under review, the most significant loss making entities were:

• EMTS Holding. The Group’s share of the loss made by this company was AED 256.5 million in 2010 compared to AED 81.3 million in 2009 and AED 63.8 million in 2008. The increase in 2010 principally reflected significant interest costs arising from a restructuring of equity funding into debt and the initial impact of commencing service delivery on profit or loss;

• AMMROC, which was formed in March 2010. The Group’s share of the loss made by this company was AED 150.0 million in 2010; and

• 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 Areas— Mubadala Industry—EMAL”. Reflecting the fact that the project only reached full production at the end of 2010, the Group’s share of the loss made by this entity was AED 151.5 million in 2010 compared to AED 280.6 million in 2009 and AED 93.5 million in 2008.

In 2010, the Group’s share of the results of its associates amounted to AED 86.5 million compared to AED 14.9 million in 2009 and a loss of AED 8.6 million in 2008. During 2008, the Group shared proportionately in the profits and losses of four active associates: ADSB, Emirates Ship Investment Company LLC (Eships) (which became a jointly controlled entity in March 2009), Spyker and John Buck (which became an associate in the second half of 2008) and, in 2009 and 2010, the Group also shared in the results of Tanqia (following the completion of the construction of a waste water facility in the Emirate of Fujeirah in the UAE at the end of 2008). ADSB generated profits in 2008, while Eships, Spyker and John Buck were loss making. In 2009 and 2010, ADSB, John Buck and Tanqia each generated profits whilst Spyker remained loss making.

Certain summarised financial information relating to the Group’s significant jointly controlled entities and the Group’s significant 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 2010 Financial Statements and Schedule III and Schedule II, respectively, to the 2009 Financial Statements.

Income/Loss from Other Investments

In 2010, the Group’s income from other investments amounted to AED 1,041.1 million compared to AED 4,192.0 million in 2009 and a loss of AED 6,511.3 million in 2008. The Group’s income/loss

0080292-0000130 ICM:13868868.8 101 01/12/11 from other investments principally comprises the sum of the net change in fair values of FVTPL investments, 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 2010, the net change in the fair value of FVTPL investments was positive in the amount of AED 847.3 million compared to a positive change of AED 3,574.9 million in 2009 and a negative change of AED 6,415.3 million in 2008. The negative change in 2008 principally reflected adverse movements in the quoted prices of the underlying shares into which the Mandatory Convertible Securities are convertible, adverse movements in the quoted prices of GE shares included in the FVTPL portfolio and a decrease in the fair value of its investments in Carlyle funds. The positive change in 2009 principally reflected positive movements in the quoted prices of the Group’s AMD FVTPL shares which contributed AED 2.8 billion of the change as well as an AED 526 million fair value gain on the Group’s investments in the Mandatory Convertible Securities issued by Aldar and First Gulf Bank and an AED 203 million fair value gain on its holding of GE shares included in the FVTPL portfolio. The positive change in 2010 principally reflected the net effect of increases in the fair value of the GE shares and fair value gains recorded on certain free warrants to subscribe shares in Carlyle which were exercised during the year and in the Group’s investment in Carlyle funds and decreases in the fair value of the Group’s AMD FVTPL shares, AMD warrants and certain of the Mandatory Convertible Securities.

In 2010, the Group recorded a negative change of AED 264.6 million on the fair values of certain derivatives used as economic hedges compared to a positive change of AED 178.8 million in 2009 and a negative change of AED 257.9 million in 2008.

In 2010, 2009 and 2008, the Group recorded gains of AED 127.0 million, AED 25.1 million and AED 30.5 million, respectively, on the sale of certain available for sale investments.

In 2010, the dividend income recorded by the Group on its available for sale investments was AED 331.4 million compared to AED 413.2 million in 2009 and AED 131.4 million in 2008, principally reflecting changes in the size of the portfolio.

Gains on the Acquisition and Divestment of Shares in Subsidiaries and Equity Accounted Investees

In 2010, the Group acquired one subsidiary and disposed of three others. A net gain of AED 57.3 million was recognised on the disposals and recorded in other income. See notes 7 and 9 to the 2010 Financial Statements.

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 in 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(a) to the 2009 Financial Statements.

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.

Impairment Losses

In 2010, the Group’s impairment losses amounted to AED 783.9 million compared to AED 1,537.8 million in 2009 and AED 8,814.5 million in 2008. The Group’s equity accounted investees, available for sale financial assets, other investments and certain other assets are assessed at each reporting date

0080292-0000130 ICM:13868868.8 102 01/12/11 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 2010, the Group recorded an AED 227.3 million impairment loss on its available for sale financial assets, principally reflecting a decline in the quoted share prices of Aldar and Tabreed, an AED 10.3 million impairment loss on Viceroy Hotel Group, an equity accounted investee, and an AED 26.8 million impairment in relation to a loan made by it to Piaggio Aero Industries S.p.A. (Piaggio Aero) reflecting concerns about the ability of Piaggio Aero to repay the loan arising out of delays in agreeing its restructuring plan and continuing poor conditions in the aviation market;

• also in 2010, the Group recorded impairment losses of AED 240.7 million in respect of capital work in progress, AED 184.5 million on the acquisition of Pearl Energy (Thailand) Limited and AED 55.1 million against two oil and gas fields operated by Pearl. The capital work in progress impairment related to the Group’s Mina Zayed waterfront development, an urban waterfront redevelopment comprising leisure and entertainment facilities, and one of its Masdar power generation projects. The acquisition-related impairment reflected the fact that goodwill recognised on the acquisition had been attributed to the possible addition of certified reserves by the end of the financial year and, as the exploration and evaluation for the relevant blocks was unsuccessful, the goodwill was fully impaired. The AED 55.1 million impairment arose from the change in accounting policy relating to exploration and evaluation costs which resulted in the capitalisation of certain past successful exploratory drilling and acquisition costs in relation to the two fields concerned. The capitalisation of these costs, together with an increase in future estimated operating and capital costs for the fields, resulted in the impairment losses. These impairment losses are classified as operating expenses, see “— Operating Expenses”, but are discussed here for completeness;

• in 2009, the Group recorded an AED 639.6 million impairment loss on available for sale financial assets, principally reflecting a decline in the quoted share price of Aldar during the first quarter of 2009, and an AED 696.7 million impairment loss on its investment in unquoted convertible bonds issued by Related Mezz M LLC (Related Mezz), the parent company of The Related Companies, its investment in Piaggio Aero and its investment in Viceroy Hotel Group. The Related Mezz impairment loss was based on a re-assessment of The Related Companies’ revised business plan and revised assumptions in respect of potential terminal capitalisation rates of certain of The 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 impairment loss in relation to the Viceroy Hotel Group reflected the delay and/or cancellation of projects due to a lack of development funding and the general slowdown in the hotel development market;

• also in 2009, the Group recorded an impairment loss against three oil and gas fields operated by Pearl of AED 189.8 million, reflecting its changed estimates of the value of the reserves in those fields (following a sustained decline in oil and gas prices during the second half of 2008 and into early 2009) and restrictions placed on export sales of gas from one field. The impairment loss was initially charged against goodwill in an amount of AED 11.7 million, with the balance being charged against the reserves. These impairment losses are classified as operating expenses, see “—Operating Expenses”, but are discussed here for completeness;

• 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

0080292-0000130 ICM:13868868.8 103 01/12/11 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; and

• 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 The Related Companies and revised assumptions in respect of potential terminal capitalisation rates of certain of The Related Companies’ assets. These impairment losses are classified as operating expenses, see “— Operating Expenses”, but are discussed here for completeness.

Reversal of Impairment Losses

In 2009, the Group reversed AED 148.1 million of the impairment loss it had recognised in relation to 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. Also in 2009, the Group reversed AED 640.1 million of the impairment loss it had recognised in relation to certain oil and gas fields operated by Pearl in previous periods based on its reappraisal of the size and value of the reserves at those fields and also reversed AED 15.7 million of the impairment loss it had recognised in relation to Pearl’s property, plant and equipment as a result of the same factors. The reversals of impairment losses related to Pearl are classified as operating expenses, see “—Operating Expenses”, but are discussed here for completeness. No impairment losses were reversed in either 2010 or 2008.

Other Operating Income

The Group’s other operating income in 2010 amounted to AED 996.6 million compared to AED 517.4 million in 2009 and AED 285.1 million in 2008, an increase in 2010 of AED 479.2 million, or 92.6 per cent., and an increase in 2009 of AED 232.3 million, or 81.5 per cent. The principal components of the Group’s other operating income in each of 2010, 2009 and 2008 were income from Government grants to fund, among other things, the annual Zayed Future Energy Prize for innovation and leadership in renewable energy and sustainability and the Masdar Institute of Science and Technology and income generated from secondments, project management and consultancy services provided to related parties.

Operating Income/(Loss)

The Group recognised operating income for 2010 of AED 17,614.3 million compared to AED 17,377.5 million in 2009 and an operating loss for 2008 of AED 3,913.1 million. Although the Group recorded increased revenues from the sale of goods and services and reduced impairment losses in 2010 this was substantially offset by reduced income from other investments and a significant loss on the change in fair value of investment properties resulting in effectively flat operating income in 2010 compared to 2009. The increase in 2009 principally reflected significant increases in revenues from the sale of goods and services and net income from other investments as well as reduced impairment losses in 2009 compared to 2008.

Operating Expenses

0080292-0000130 ICM:13868868.8 104 01/12/11 The table below shows the breakdown of the Group’s operating expenses for each of 2010, 2009 and 2008.

Year ended 31 December 2010 2009 2008 (AED (% of (AED (% of (AED (% of million) total) million) total) million) total) Cost of sales of goods and services...... (10,840.4) 67.4 (8,426.8) 71.1 (3,422.3) 37.6 Impairment losses on intangible (519.5) 3.2 (201.5) 1.7 (3,292.7) 36.2 assets and property, plant and equipment...... Reversal of impairment loss on — — 655.7 (5.5) — — intangible assets and property, plant and equipment...... General and administrative expenses.... (3,648.3) 22.7 (2,912.5) 24.6 (1,175.9) 12.9 Project expenses ...... (549.9) 3.4 (463.5) 3.9 (617.7) 6.8 Exploration costs ...... (535.0) 3.3 (498.8) 4.2 (590.8) 6.5 Total operating expenses ...... (16,093.1) 100.0 (11,847.5) 100.0 (9,099.2) 100.0

In 2010, the Group’s operating expenses amounted to AED 16,093.1 million compared to AED 11,847.5 million in 2009 and AED 9,099.2 million in 2008. The increase of AED 4,245.6 million, or 35.8 per cent., in 2010 principally reflected significant increases in the cost of sales of goods and services, net impairment losses on intangible assets and property, plant and equipment and general and administrative expenses in 2010 compared to 2009. The increase of AED 2,748.3 million, or 30.2 per cent., in 2009 principally reflected a significant increase in the cost of sales of goods and services and in general and administrative expenses in 2009 compared to 2008, partially offset by reduced impairment losses on intangible assets and property, plant and equipment in 2009 compared to 2008 and a reversal of such impairment losses in 2009.

In particular:

• the Group’s cost of sales of goods and services amounted to AED 10,840.4 million in 2010 compared to AED 8,426.8 million in 2009 and AED 3,422.3 million in 2008, increases of AED 2,413.6 million, or 28.6 per cent., and AED 5,004.5 million, or 146.2 per cent., respectively. The increase in 2010 principally resulted from the consolidation of GAMCO for a full year in 2010 and increased costs incurred in the Zayed University PPP project. The increase in 2009 principally reflected the consolidation of SR Technics in March 2009, GAMCO in October 2009 and a full year consolidation of Pearl in 2009 following its acquisition in May 2008 as well as costs incurred on the Group’s three university campus development projects during 2009. As a percentage of revenues from sales of goods and services, the Group’s cost of sales of goods and services was 68.0 per cent. in 2010 compared to 64.4 per cent. in 2009 and 51.4 per cent. in 2008;

• the Group’s impairment losses on property, plant and equipment and intangible assets amounted to AED 519.5 million in 2010 compared to a net reversal of impairment losses of AED 454.2 million in 2009 and impairment losses of AED 3,292.7 million in 2008, see “— Impairment Losses” and “—Reversal of Impairment Losses”;

• the Group’s general and administrative expenses amounted to AED 3,648.3 million in 2010 compared to AED 2,912.5 million in 2009 and AED 1,175.9 million in 2008, increases of AED 735.8 million, or 25.3 per cent., and AED 1,736.6 million, or 147.7 per cent., respectively. The most significant individual item within administrative expenses is staff costs not charged under other headings. The increases in administrative expenses reflect an increase

0080292-0000130 ICM:13868868.8 105 01/12/11 in the activities of the Group, principally in relation to centralised services of the Company (where the headcount increased from 459 at 31 December 2008 to 733 at 31 December 2010). Other significant Group contributors to the increases in administrative expenses included increased activities at Abu Dhabi Future Energy Company PJSC (Masdar), which is the company formed to implement the Masdar Project, throughout the three years under review and the inclusion of administrative expenses at each of Pearl, SR Technics and GAMCO following their consolidation in May 2008, February 2009 and October 2009, respectively;

• the Group’s project expenses amounted to AED 549.9 million in 2010 compared to AED 463.6 million in 2009 and AED 617.6 million in 2008, an increase of AED 86.3 million, or 18.6 per cent., in 2010 and a decrease of AED 154.0 million, or 24.9 per cent., in 2009, respectively. The decreases and increases reflect the changing number of projects being considered by the Company over the years under review; and

• the Group’s exploration costs amounted to AED 535.0 million in 2010 compared to AED 498.8 million in 2009 and AED 590.8 million in 2008, an increase of AED 36.2 million, or 7.2 per cent., in 2010 and a decrease of AED 92.0 million, or 15.6 per cent., in 2009, respectively. The changes in 2010 principally reflect changes in the exploration activity undertaken by the Group. In 2010, the Group’s exploration activity was focused on its fields in Kazakhstan and South East Asia (principally, Indonesia, Thailand and Malaysia). A comparison of exploration costs in 2009 and 2008 is not meaningful as the 2008 figures have not been restated for the change in accounting policy introduced on 1 January 2010. See “Presentation of Financial and Other Information”.

Results from Operating Activities

The Group’s results from operating activities were positive in the amount of AED 1,521.2 million in 2010 compared to AED 5,530.0 million in 2009 and negative results of AED 13,012.4 million in 2008. The decrease in 2010 reflected substantially flat operating income and significantly increased operating expenses, in each case compared to 2009, and the increase in 2009 reflected significantly increased operating income partially offset by increased operating expenses, in each case compared to 2008.

Net Finance Expenses

The table below shows the breakdown of the Group’s net finance expenses for each of 2010, 2009 and 2008.

Year ended 31 December 2010 2009 2008 (AED million) Interest income...... 1,358.6 886.7 398.7 Net foreign exchange gain...... 41.1 114.1 63.9 Finance income...... 1,399.7 1,000.8 462.6 Borrowing costs ...... (1,624.9) (1,156.2) (691.3) Finance expenses ...... (1,624.9) (1,156.2) (691.3) Net finance expenses...... (225.2) (155.4) (228.7)

The Group’s finance income amounted to AED 1,399.7 million in 2010 compared to AED 1,000.8 million in 2009 and AED 462.6 million in 2008, an increase of AED 398.9 million, or 39.9 per cent., in 2010 and AED 538.2 million, or 116.3 per cent., in 2009, respectively. The increase in 2010 principally reflected increased interest income resulting from interest earned on the Group’s higher average loans made and higher average cash and cash equivalents in 2010 (in each case, based on

0080292-0000130 ICM:13868868.8 106 01/12/11 amounts at the start and end of each year) and the increase in 2009 principally reflected increased interest income resulting from interest earned on the Group’s higher average cash and cash equivalents in 2009 (based on amounts at the start and end of each year) and a full year’s interest on its holdings of Mandatory Convertible Securities.

The Group’s borrowing costs in 2010 amounted to AED 1,624.9 million compared to AED 1,156.2 million in 2009 and AED 691.3 million in 2008, increases of AED 468.7 million, or 40.5 per cent., in 2010 and AED 464.9 million, or 67.3 per cent., in 2009, respectively. The principal factor affecting the Group’s borrowing costs over the three years under review was the effect of changes in the amount of the Group’s outstanding borrowings. In 2010, the Group’s average interest bearing borrowings (based on amounts at the start and end of the year) totalled AED 26.7 billion compared to AED 18.7 billion in 2009 and AED 10.2 billion in 2008. In 2010, on a net basis, the Group repaid AED 386.9 million in borrowings although its proceeds from new borrowing were AED 6.4 billion in 2010. In 2009, on a net basis, the Group borrowed AED 12.3 billion. In addition, the Group’s borrowings in 2009 and 2010 were generally at a higher cost of borrowing than in previous years.

The Group recorded net foreign exchange gains of AED 41.1 million, AED 114.1 million and AED 63.9 million in 2010, 2009 and 2008, respectively.

Income Tax Expense

In 2010, the Group’s income tax expense amounted to AED 168.1 million compared to AED 394.7 million in 2009 and was principally incurred in relation to the operations of Pearl and SR Technics. The decrease in 2010 compared to 2009 principally reflected reduced taxable profit in 2010 compared to 2009. See note 35 to the 2010 Financial Statements.

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.

Profit/(Loss) for the Year

Reflecting the above factors, the Group recorded a profit of AED 1,127.8 million in 2010 compared to AED 4,979.9 million in 2009 and a loss of AED 11,766.9 million in 2008.

Other Comprehensive Income/(Loss)

The table below shows the breakdown of the Group’s total comprehensive (loss)/income for 2010 and 2009.

2010 2009 2008 (AED million) Net change in fair value of available for sale financial assets ...... (1,401.2) 3,310.5 (7,172.0) Effective portion in value of cash flow hedges...... (265.5) 292.2 (578.9) Net change in exchange fluctuation reserve ...... 189.7 273.0 (18.3) Share of movement in exchange fluctuation reserve of 2.3 (5.1) 13.9 equity accounted investees ...... Share of effective portion in fair value of hedging instruments 32.0 91.8 (283.8) of equity accounted investees ...... Other comprehensive (loss)/income for the year net of (1,442.6) 3,962.4 (8,039.1) income tax...... Profit/(loss) for the year...... 1,127.8 4,979.9 (11,766.9) Total comprehensive (loss)/income for the year ...... (314.8) 8,942.4 (19,806.0)

0080292-0000130 ICM:13868868.8 107 01/12/11 Other comprehensive loss net of income tax for 2010 was AED 1,442.6 million compared to other comprehensive income net of income tax for 2009 of AED 3,962.4 million and other comprehensive loss net of income tax for 2008 of AED 8,039.1 million. In both 2010 and 2009, the changes principally reflected movements in the net changes in the fair value of available for sale instruments, which:

• in 2010 showed a negative movement of AED 4,711.7 million from a positive net change of AED 3,310.5 million in 2009 to a negative net change of AED 1,410.2 million in 2010; and

• in 2009 showed a positive movement of AED 10,482.5 million from a negative net change of AED 7,172.0 million in 2008 to a positive net change of AED 3,310.5 million in 2009.

The fair value of each available for sale financial asset is measured at the end of each year and the change between that fair value and the fair value at the end of the previous year (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 the fair value of available for sale financial assets principally reflect changes in the stock market valuations of quoted shares. During 2010, the Group’s holdings of shares in Aldar and its AMD AFS shares were the principal contributors to the negative net change in fair values whilst in 2009 its holdings of shares in Aldar and du as well as its AMD AFS shares in particular contributed to the positive net change in fair values. See “—Analysis of Certain Statement of Financial Position Items—Other Investments”.

Total Comprehensive Income/(Loss) for the Year

Reflecting the above factors, the Group recorded a total comprehensive loss of AED 314.8 million in 2010 compared to total comprehensive income of AED 8,942.2 million in 2009 and a total comprehensive loss of AED 19,806.0 million in 2008.

SEGMENTAL ANALYSIS

Segmental Analysis for the Six Month Periods ended 30 June 2011 and 30 June 2010

For accounting purposes, the Group currently classifies its business in the 11 reporting segments shown in the tables below. The Semiconductor Technology reporting segment in the table below represents the activities of ATIC which was contributed to the Group with effect from 1 January 2011 and therefore comparable segment information for that reporting segment is not available for the six month period ended 30 June 2010.

The 11 reporting segment categorisation used for accounting purposes is different from the nine business units which appear under “Description of the Group—Business Areas” because (i) the Masdar Project is included within the Mubadala Energy business unit but constitutes a separate Renewable Energy reporting segment and ATIC operates outside the Group’s nine business units.

The table below sets forth certain unaudited information regarding the Group’s reporting segments as at and for the six month periods ended 30 June 2011 and 30 June 2010.

Oil & Gas & Energy Renewable Energy Industry Real Estate & (AED million) Hospitality 30 June 30 June 30 June 30 June 2011 2010 2011 2010 2011 2010 2011 2010 Segment operating income/(loss) ...... 4,566.6 3,597.2 396.3 131.3 722.9 (126.6) (381.7) (223.4) Segment profit/(loss)...... 2,475.1 1,599.7 (140.9) (312.2) 608.8 (160.6) (806.3) (262.4)

0080292-0000130 ICM:13868868.8 108 01/12/11 Oil & Gas & Energy Renewable Energy Industry Real Estate & (AED million) Hospitality 30 June 30 June 30 June 30 June 2011 2010 2011 2010 2011 2010 2011 2010 Segment assets ...... 13,928.1 12,487.4 8,804.9 7,374.4 10,545.2 2,991.3 12,955.1 11,771.6

Infrastructure Services Ventures Aerospace Information & Communication (AED million) Technology 30 June 30 June 30 June 30 June 2011 2010 2011 2010 2011 2010 2011 2010 Segment operating income/(loss) ...... 550.6 1,720.8 165.2 254.1 2,799.6 2,551.5 (187.4) (65.1) Segment profit/(loss)...... (26.7) (81.8) 4.0 46.2 (473.7) (227.9) (387.2) (127.1) Segment assets ...... 9,321.0 7,521.2 1,938.9 1,666.9 12,935.8 9,697.3 13,145.5 8,502.3

Healthcare Semiconductor Corporate/ Consolidated (AED million) Technology Acquisitions 30 June 30 June 30 June 30 June 2011 2010 2011 2010 2011 2010 2011 2010 Segment operating income/(loss) 212.4 159.6 5,485.2 — (309.3) (1,539.3) 14,020.3 6,460.2 Segment profit/(loss) 44.9 8.5 (1,541.4) — (939.8) (1,876.7) (1,183.2) (1,394.3) Segment assets 2,056.9 1,322.9 43,275.9 — 40,774.2 22,798.7 169,681.4 86,134.0

In the six month period ended 30 June 2011, the Oil & Gas & Energy segment recorded operating income of AED 4,566.6 million compared to AED 3,597.2 million in the six month period ended 30 June 2010. The principal component of Oil & Gas & Energy operating income is the Group’s hydrocarbon revenues (including both the upstream and midstream revenues of the Dolphin Project), the revenues from Pearl and the Group’s share of the revenues from Mukhaizna Block 53 and the Bahrain Field and the principal reason for the increase over the two periods was increasing oil and gas prices, see “Results of Operations—Comparison of the Six Month Periods ended 30 June 2011 and 30 June 2010—Revenue from Sale of Goods and Services”.

In the six month period ended 30 June 2011, the Renewable Energy segment recorded operating income of AED 396.3 million compared to AED 131.3 million in the six month period ended 30 June 2010. The Renewable Energy segment’s operating income comprises the Group’s operating income from the Masdar Project.

In the six month period ended 30 June 2011, the Industry segment recorded operating income of AED 722.9 million compared to an operating loss of AED 126.6 million in the six month period ended 30 June 2010. The Industry segment principally comprises the Group’s proportionate share of the results of equity accounted investees, including EMAL, SKH, Tanqia and SMN Power Holding Company S.A.O.C. (SMN), and, since April 2011, operating income from Tabreed, see “Description of the Group—Business Areas—Mubadala Industry”. The principal reasons for the significant change over the two periods were the fact that EMAL was profitable in the 2011 period and loss making in the 2010 period and the fact that the Group recorded a gain on the acquisition of Tabreed as well as the full consolidation of Tabreed during the 2011 period.

In the six month period ended 30 June 2011, the Real Estate & Hospitality segment recorded an operating loss of AED 381.7 million compared to an operating loss of AED 223.4 million in the six month period ended 30 June 2010. The principal component of Real Estate & Hospitality operating loss in these periods is negative changes in fair value in the Group’s investment properties.

0080292-0000130 ICM:13868868.8 109 01/12/11 In the six month period ended 30 June 2011, the Infrastructure segment recorded operating income of AED 550.6 million compared to AED 1,720.8 million in the six month period ended 30 June 2010. The principal component of Infrastructure operating income is the Group’s service concession revenues from its university projects and the decrease in the 2011 period reflected the substantial completion of these projects during the period, see “Results of Operations—Comparison of the Six Month Periods ended 30 June 2011 and 30 June 2010—Revenue from Sale of Goods and Services”.

In the six month period ended 30 June 2011, the Services Ventures segment recorded operating income of AED 165.2 million compared to AED 254.1 million in the six month period ended 30 June 2010. The principal component of Services Ventures operating income is the contract revenues earned by Al Taif, see “Description of the Group—Business Areas—Mubadala Services Ventures”.

In the six month period ended 30 June 2011, the Aerospace segment recorded operating income of AED 2,799.6 million compared to AED 2,551.5 million in the six month period ended 30 June 2010. The principal contributors to Aerospace operating income are SR Technics and ADAT, see “Results of Operations—Comparison of the Six Month Periods ended 30 June 2011 and 30 June 2010— Revenue from Sale of Goods and Services”.

In the six month period ended 30 June 2011, the Information & Communication Technology segment recorded an operating loss of AED 187.4 million compared to an operating loss of AED 65.1 million in the six month period ended 30 June 2010. The Information & Communication Technology segment’s operating loss principally reflects the operating results of Al Yah Satellite Communications Corporation PSC (Yahsat) and EMTS.

In the six month period ended 30 June 2011, the Healthcare segment recorded operating income of AED 212.4 million compared to AED 159.6 million in the six month period ended 30 June 2010. The Healthcare segment’s operating income comprises the Group’s operating income from its medical services business.

In the six month period ended 30 June 2011, the Semiconductor Technology segment recorded operating income of AED 5,485.2 million, all of which was derived from the operations of ATIC and its subsidiaries.

In the six month period ended 30 June 2011, the Corporate/Acquisitions segment recorded an operating loss of AED 309.3 million compared to an operating loss of AED 1,539.3 million in the six month period ended 30 June 2010. The Corporate/Acquisitions segment’s operating loss in these periods principally reflected losses (including impairment losses) on available for sale and FVTPL investments and loss from other investments.

In terms of segment profit or loss, the Oil & Gas & Energy segment recorded profits of AED 2,475.1 million in the six month period ended 30 June 2011 and AED 1,599.7 million in the six month period ended 30 June 2010, the Services Ventures segment recorded profits of AED 4.0 million in the six month period ended 30 June 2011 and AED 46.2 million in the six month period ended 30 June 2010 and the Healthcare segment recorded profits of AED 44.9 million in the six month period ended 30 June 2011 and AED 8.5 million in the six month period ended 30 June 2010. These three segments were the only segments to record a profit in both periods.

The Renewable Energy segment recorded losses of AED 140.9 million in the six month period ended 30 June 2011 and AED 312.2 million in the six month period ended 30 June 2010, the Real Estate & Hospitality segment recorded losses of AED 806.3 million in the six month period ended 30 June 2011 and AED 262.4 million in the six month period ended 30 June 2010, the Infrastructure segment recorded losses of AED 26.7 million in the six month period ended 30 June 2011 and AED 81.8 million in the six month period ended 30 June 2010, the Aerospace segment recorded losses of AED 473.7 million in the six month period ended 30 June 2011 and AED 227.9 million in the six month

0080292-0000130 ICM:13868868.8 110 01/12/11 period ended 30 June 2010, the Information & Communication Technology segment recorded losses of AED 387.2 million in the six month period ended 30 June 2011 and AED 127.1 million in the six month period ended 30 June 2010, the Corporate/Acquisitions segment recorded losses of AED 939.8 million in the six month period ended 30 June 2011 and AED 1,876.7 million in the six month period ended 30 June 2010 and the Semiconductor Technology segment recorded losses of AED 1,541.4 million in the six month period ended 30 June 2011.

The Industry segment recorded a profit of AED 608.8 million in the six month period ended 30 June 2011 and a loss of AED 160.6 million in the six month period ended 30 June 2010.

In geographical terms, 28.9 per cent. of the Group’s revenues in the six month period ended 30 June 2011 were derived from customers based in the United States, principally reflecting ATIC sales, 18.0 per cent. of the Group’s revenues in the six month period ended 30 June 2011 were derived from customers based in the UAE, 17.3 per cent. of the Group’s revenues in the six month period ended 30 June 2011 were derived from customers based in Europe, principally reflecting the activities of SR Technics and, to a lesser extent, ATIC’s European operations, 15.0 per cent. of the Group’s revenues in the six month period ended 30 June 2011 were derived from customers based in the Asia Pacific region, principally reflecting ATIC sales and oil and gas sales and 11.6 per cent. of the Group’s revenues in the six month period ended 30 June 2011 were derived from customers based in Qatar, principally reflecting the upstream activities of the Dolphin Project. The balance was derived from customers in other countries. In terms of individually significant customers, Dolphin Project sales to Tasweeq (see “Description of the Group—Business Areas—Mubadala Energy—The Dolphin Project”) accounted for 11.1 per cent. of the Group’s revenues in the six months ended 30 June 2011, AMD (through its arrangements with ATIC, see “Description of the Group—Business Areas—ATIC”) accounted for 10.5 per cent. of the Group’s revenues in the six months ended 30 June 2011 and the Government (principally through revenues earned by Al Hikma Development Company PSC (Al Hikma) in connection with the UAE University campus development project, revenues earned by Al Taif and revenues earned by Al Maqsed Development Company PSC (Al Maqsed) in connection with the Zayed University campus development project) accounted for 8.4 per cent. of the Group’s revenues in the six months ended 30 June 2011.

Segmental Analysis for 2010 and 2009

Reflecting a lack of availability of comparative information at the time of preparation of the 2009 Financial Statements, the 2009 Financial Statements contain a segmental analysis for 2009 and 2008 based on the following seven reporting segments: Energy & Industry; Real Estate & Hospitality; Infrastructure & Services; Aerospace & Technology; Healthcare; Corporate/Acquisitions; and Renewable Energy, see note 6 to the 2009 Financial Statements. As a result, no segmental information is presented below for 2008.

The table below sets forth certain information regarding the Group’s reporting segments as at and for the years ended 31 December 2010 and 2009:

Real Estate &

(AED million) Oil & Gas & Energy Renewable Energy Industry Hospitality Infrastructure Services Ventures

31 December 31 December 31 December 31 December 31 December 31 December

2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 Segment operating income/(loss)...... 7,466.2 5,938.3 418.8 208.9 (14.1) (129.5) (541.1) 834.6 3,240.5 2,849.7 369.7 303.3 Segment profit/(loss)...... 2,892.0 2,717.3 (847.4) (412.6) (72.1) (165.5) (806.4) 652.6 326.5 497.9 35.1 81.1 Segment assets...... 12,747.0 12,665.2 7,976.6 6,223.6 3,686.1 1,464.8 12,359.4 10,315.3 8,408.4 5,217.5 1,996.5 1,867.9

Information & Communication Corporate/ (AED million) Aerospace Technology Healthcare Acquisitions Consolidated

31 December 31 December 31 December 31 December 31 December

0080292-0000130 ICM:13868868.8 111 01/12/11 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 Segment operating income/(loss)...... 5,239.8 4,260.8 (270.4) (1.9) 323.0 204.3 1,381.8 2,909.0 17,614.3 17,377.5 Segment profit/(loss)...... (240.0) (367.5) (509.6) (111.7) 20.5 (6.8) 329.1 2,095.2 1,127.8 4,979.9 Segment assets...... 11,060.2 8,747.8 11,662.5 6,742.7 968.5 371.9 30,598.6 35,291.2 101,463.7 88,907.9

In 2010, the Oil & Gas & Energy segment recorded operating income of AED 7,466.2 million compared to AED 5,938.3 million in 2009. The principal reason for the increase in 2010 was increasing oil and gas prices, see “Results of Operations—Comparison of 2010, 2009 and 2008— Revenue from Sale of Goods and Services”.

In 2010, the Renewable Energy segment recorded operating income of AED 418.8 million compared to AED 208.9 million in 2009.

In 2010, the Industry segment recorded an operating loss of AED 14.1 million compared to an operating loss of AED 129.5 million in 2009.

In 2010, the Real Estate & Hospitality segment recorded an operating loss of AED 541.1 million compared to operating income of AED 834.6 million in 2009. The principal reason for this change was the changes in fair value in the Group’s investment properties and revenue earned on the sale of plots of land on Sowwah Island, see “Results of Operations—Comparison of 2010, 2009 and 2008— Change in the Fair Value of Investment Properties” and “Results of Operations—Comparison of 2010, 2009 and 2008—Revenue from Sale of Goods and Services”.

In 2010, the Infrastructure segment recorded operating income of AED 3,240.5 million compared to AED 2,849.7 million in 2009. This reflected changes in the Group’s service concession revenues from its university projects, see “Results of Operations—Comparison of 2010, 2009 and 2008—Revenue from Sale of Goods and Services”.

In 2010, the Services Ventures segment recorded operating income of AED 369.7 million compared to AED 303.3 million in 2009.

In 2010, the Aerospace segment recorded operating income of AED 5,239.8 million compared to AED 4,260.8 million in 2009, principally reflecting the consolidation of GAMCO for a full year in 2010 partially offset by a fall in revenues from SR Technics, see “Results of Operations—Comparison of 2010, 2009 and 2008—Revenue from Sale of Goods and Services”.

In 2010, the Information & Communication Technology segment recorded an operating loss of AED 270.4 million compared to an operating loss of AED 1.9 million in 2009.

In 2010, the Healthcare segment recorded operating income of AED 323.0 million compared to AED 204.3 million in 2009.

In 2010, the Corporate/Acquisitions segment recorded operating income of AED 1,381.8 million compared to AED 2,909.0 million in 2009.

In terms of segment profit or loss, the Oil & Gas & Energy segment recorded profits of AED 2,892.0 million in 2010 and AED 2,717.3 million in 2009, the Infrastructure segment recorded profits of AED 326.5 million in 2010 and AED 497.9 million in 2009, the Services Ventures segment recorded profits of AED 35.1 million in 2010 and AED 81.1 million in 2009 and the Corporate/Acquisitions segment recorded profits of AED 329.1 million in 2010 and AED 2,095.2 million in 2009. These four segments were the only segments to record a profit in both years.

The Renewable Energy segment recorded losses of AED 847.4 million in 2010 and AED 412.6 million in 2009, the Industry segment recorded losses of AED 72.1 million in 2010 and AED 165.5

0080292-0000130 ICM:13868868.8 112 01/12/11 million in 2009, the Aerospace segment recorded losses of AED 240.0 million in 2010 and AED 367.5 million in 2009 and the Information & Communication Technology segment recorded losses of AED 509.6 million in 2010 and AED 111.7 million in 2009.

The Real Estate & Hospitality segment recorded a loss of AED 806.4 million in 2010 and a profit of AED 652.6 million in 2009. The Healthcare segment recorded a profit of AED 20.5 million in 2010 and a loss of AED 6.8 million in 2009.

In geographical terms, 37.2 per cent. of the Group’s revenues in 2010 were derived from customers based in the UAE, 24.1 per cent. of the Group’s revenues in 2010 were derived from customers based in Europe, principally reflecting the activities of SR Technics, and 20.7 per cent. of the Group’s revenues in 2010 were derived from customers based in Qatar, principally reflecting the upstream activities of the Dolphin Project. The balance was derived from customers in other countries. In terms of individually significant customers, Dolphin Project sales to Tasweeq accounted for 16.8 per cent. of the Group’s revenues in 2010 and the Government (principally through revenues earned by Al Hikma in connection with the UAE University campus development project, revenues earned by Al Taif, revenues earned by Al Maqsed in connection with the Zayed University campus development and revenues earned by Manhal Development Company PSC (Manhal) in connection with the Sorbonne University campus development project) accounted for 22.6 per cent. of the Group’s revenues in 2010.

ANALYSIS OF CERTAIN STATEMENT OF FINANCIAL POSITION ITEMS

Overview of the Group’s most Significant Assets

As at 30 June 2011, the Group had total assets of AED 169.7 billion.

The table below details the Group’s most significant assets in terms of statement of financial position value as at 30 June 2011, the reporting segment (based on the 30 June 2011 11 reporting segment classification) in which they are held and their geographic location.

As at 30 June 2011 Reporting segment Geography Unaudited (AED million) Cash ...... 18,212 — — ATIC...... 38,327 Semiconductor Technology Asia, Europe and the United States Masdar(1) ...... 8,478 Renewable Energy GCC Universities under construction(2) ...... 8,117 Infrastructure GCC Dolphin Project(3)...... 7,248 Oil & Gas & Energy GCC Tabreed(1) ...... 7,220 Industry UAE Carlyle(4)...... 7,037 Corporate/Acquisitions United States SR Technics(1)...... 6,938 Aerospace Europe Yahsat(1) ...... 6,399 Information & GCC Communication Technology GE(5)...... 5,324 Corporate/Acquisitions United States Abu Dhabi Financial Centre(6) ...... 4,880 Real Estate & Hospitality GCC GE joint venture(7)...... 4,435 Corporate/Acquisitions UAE Aldar(8) ...... 3,860 Corporate/Acquisitions GCC AMD(5) ...... 3,639 Corporate/Acquisitions United States ADAT(1) ...... 3,248 Aerospace GCC

0080292-0000130 ICM:13868868.8 113 01/12/11 As at 30 June 2011 Reporting segment Geography Unaudited (AED million) Total ...... 133,362 Percentage of total assets ...... 78.6%

______(1) Subsidiary. (2) This comprises the Group’s UAE University campus development, its Sorbonne University campus development and its Zayed University campus development. (3) Investment in the upstream activities of the Dolphin Project and the equity accounted value of the midstream activities. (4) FVTPL investment and available for sale investment. (5) FVTPL investment. (6) Investment property on Sowwah Island. (7) Jointly controlled entity. (8) Includes investment in associate of AED 1,671 million and convertible securities of AED 2,189 million.

Property, Plant and Equipment

As at 30 June 2011 and as at 31 December 2010, 2009 and 2008, the Group’s property, plant and equipment amounted to AED 60,227.4 million, AED 23,202.0 million, AED 21,779.0 million and AED 12,672.3 million, respectively. The increase as at 30 June 2011 compared to 31 December 2010 principally reflected the contribution of ATIC to the Group with effect from 1 January 2011 which added AED 29,425.0 million to the Group’s property, plant and equipment as at 30 June 2011. ATIC’s property, plant and equipment principally represents its investment in seven operational fabs and one fab under construction. The principal contributors to the remaining AED 7,600.4 million increase in property, plant and equipment at 30 June 2011 were satellite construction work by Yahsat, the full consolidation of Tabreed and development activity in Masdar City. The increase as at 31 December 2010 compared to 31 December 2009 principally reflected construction work on Sowwah Square, developments in Masdar City and satellite construction work by Yahsat.

Other Investments

The table below shows certain information in relation to the Group’s other investments as at 30 June 2011 and as at 31 December in each of 2010, 2009 and 2008.

As at 30 June As at 31 December 2011 2010 2009 2008 Unaudited (AED million) FVTPL investments —funds, derivatives and quoted securities 13,504.0 11,901.9 8,243.7 3,977.0 —convertible bonds/loans issued by related parties 2,148.3 2,488.1 3,705.3 2,674.4 Investments available for sale —quoted shares 6,292.8 5,696.1 7,049.3 4,377.9 —unquoted shares 4,473.6 4,389.7(1) 3,557.2 3,549.8 Allowance for impairment — — — (0.3) Total 26,418.7 24,475.8 22,555.4 14,578.8 ______(1) Revised to reflect the reclassification of AED 578.2 million from other assets, see “Presentation of Financial and Other Information” and note 22 to the 2011 Interim Financial Statements.

0080292-0000130 ICM:13868868.8 114 01/12/11 The FVTPL investments principally represent the Group’s investment in the Mandatory Convertible Securities, in GE shares and its contribution to four separate Carlyle funds. The increase in the 2011 period principally reflects new Mandatory Convertible Securities subscribed, partially offset by the conversion of outstanding Mandatory Convertible Securities as well as short-term investments made by Mubadala Capital having value of AED 798 million as at 30 June 2011 and an investment in gold amounting to AED 361 million as at 30 June 2011. The increases in 2010 and 2009 principally reflect an increase in the fair value of the GE shares as well as investments in funds managed by Carlyle and by the Verno Group, respectively, a fair value gain on certain free warrants to subscribe shares in Carlyle in 2010 and additional purchases of AMD and GE shares in 2009.

The principal available for sale investments at 30 June 2011 include the Group’s AMD AFS shares and its investments in du, Al Waha Capital PJSC and First Gulf Bank which together accounted for more than 90 per cent. of the aggregate fair value of the AFS quoted shares held by the Group at 30 June 2011. The decrease in quoted available for sale investments at 31 December 2010 principally reflects decreases in the share prices of Aldar and Tabreed, which were both available for sale investments prior to January 2011 and April 2011, respectively, as well as in the prices of the AMD AFS shares compared to the prices at the end of 2009. Notwithstanding the fact that both Tabreed and Aldar had ceased to be available for sale investments at 30 June 2011, quoted available for sale investments had increased at that date principally as a result of increases in the share price of du.

The principal AFS investment comprised in unquoted shares at 30 June 2011 and as at 31 December 2010, 2009 and 2008 is the Group’s investment in Carlyle which, at 30 June 2011, was valued at AED 3,775.9 million (AED 3,776.0 million at 31 December 2010). 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 reporting 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 profit or loss.

As at 31 December 2010, a five per cent. increase in the price of the Group’s equity holdings, assuming all other variables including, in particular, foreign exchange rates remained the same, would have increased profit or loss by AED 410.0 million and would have resulted in an AED 284.9 million increase in its equity. A five per cent. decrease would have reduced profit or loss by AED 468.4 million and would have decreased its equity by AED 226.5 million. See note 20 to the 2010 Financial Statements.

Receivables and Prepayments

As at 30 June 2011 and as at 31 December 2010 and 2009, the Group’s receivables and prepayments (current and non-current) amounted to AED 24,308.8 million, AED 16,505.4 million and AED 12,978.1 million, respectively, or 14.3 per cent., 16.3 per cent. and 14.6 per cent., respectively, of the Group’s total assets as at each date. The Group’s receivables and prepayments principally comprise service concession receivables, trade receivables, amounts due from related parties, advances to contractors and finance lease receivables which together comprised 76.9 per cent. of total receivables and prepayments at 30 June 2011. The service concession receivables, which contributed AED 3,307.6 million to the increase from 31 December 2009 to 31 December 2010, principally represent receivables from related parties on account of the Group’s university campus development and management projects. Amounts due from related parties principally represents amounts recoverable from the Government for services provided on its behalf. These amounts fell by AED 1,622.6 million between 31 December 2009 and 31 December 2010. Trade receivables contributed AED 537.2 million to the increase from 31 December 2009 to 31 December 2010 and a discussion of the ageing of trade receivables and provisions made in respect of them is set out in note 37(a) to the 2010 Financial Statements. The contribution of ATIC to the Group and the consolidation of Tabreed in the 2011 period contributed AED 5,720.1 million to the increase in receivables at 30 June 2011.

0080292-0000130 ICM:13868868.8 115 01/12/11 Cash and Cash Equivalents

As at 30 June 2011 and as at 31 December 2010 and 2009, the Group’s cash and cash equivalents amounted to AED 18,211.6 million, AED 6,261.9 million and AED 11,776.6 million, respectively, or 10.7 per cent., 6.2 per cent. and 13.2 per cent., respectively, of the Group’s total assets at each date. The contribution of ATIC to the Group with effect from 1 January 2011 added AED 6.1 billion of cash and cash equivalents at the time of acquisition. The Group’s cash and cash equivalents comprise cash and bank balances, call deposits and short-term deposits with banks that are readily convertible into cash.

Loans

As at 30 June 2011 and as at 31 December 2010 and 2009, the Group’s loans amounted to AED 12,672.9 million, AED 11,023.0 million and AED 1,281.8 million, respectively, or 7.5 per cent., 10.9 per cent. and 1.4 per cent., respectively, of the Group’s total assets at each date. The Group’s loans are made both to related parties, including jointly controlled entities such as EMAL and EMTS, and to third parties, including loans disbursed by the GE joint venture. All the loans are made on arm’s- length terms and at commercial rates of interest.

Land Bank

The Group has 355.9 million square feet of land which has been granted to it by the Government. Of this land, the use of approximately 188 million square feet has been identified as follows:

• 4.6 million square feet (principally the Abu Dhabi Financial Centre on Sowwah Island) been recognised as investment property;

• 18.0 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;

• following a change in accounting policy, 0.9 million square feet (being certain land on Sowwah Island being developed by the Group) has been recognised as investment property under development, having previously been recognised as property, plant and equipment; and

• 164.7 million square feet has been recognised as property, plant and equipment, including 143.1 million square feet on which construction of a thermal solar power generation plant by Masdar has commenced (see “Description of the Group—The Masdar Project—Masdar Power—Technology Project Investments”).

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 statement of financial position at a nominal amount. Save as identified above, no final determination has been made as to the use of the 167.7 million square feet of land remaining in the land bank and this land is, accordingly, not recognised on the statement of financial position.

Borrowings and Obligations under Finance Leases

Borrowings

At 30 June 2011, the Group’s borrowings comprised:

• certain secured loans;

• certain unsecured loans; and

0080292-0000130 ICM:13868868.8 116 01/12/11 • certain debt securities issued by Group companies.

The table below summarises the Group’s outstanding borrowings as at 30 June 2011 and as at 31 December in each of 2010, 2009 and 2008.

As at 30 June As at 31 December 2011 2010 2009 2008 Unaudited (AED million) Current portion Secured bank loans...... 1,890.8 186.8 117.3 — Unsecured bank loans...... 3,924.9 1,204.7 2,422.8 7,780.7 Unsecured corporate bonds...... — 71.1 378.4 — Unsecured commercial paper...... 661.7 127.5 — — Unsecured loans ...... 378.0 378.0 — — Non-current portion Secured bank loans...... 15,911.9 8,033.8 6,308.3 797.6 Unsecured bank loans...... 8,487.0 9,638.8 11,492.7 1,620.3 Unsecured corporate bonds...... 11,832.2 6,374.0 6,384.9 — Secured corporate bonds...... 1,275.4 374.3 — — Total borrowings ...... 44,361.9 26,389.0 27,104.4 10,198.6

The contribution of ATIC to the Group with effect from 1 January 2011 together with the consolidation of Tabreed with effect from 1 April 2011 increased the Group’s borrowings by AED 11,451.6 million as at 30 June 2011, see note 6 to the 2011 Interim Financial Statements.

The Group’s three most significant long-term loans as at 30 June 2011 were as follows:

• a U.S.$2.9 billion unsecured loan made by Dolphin Energy to DIC to fund DIC’s proportionate share of the upstream activities of the Dolphin Project. The final maturity date of this loan falls in 2019. At 30 June 2011, the carrying amount of this loan was AED 3,526.8 million;

• a U.S.$1.2 billion 10.5-year unsecured loan facility made to Yahsat by a syndicate of banks to fund Yahsat’s satellite construction activities. Drawings under the facility bear interest at LIBOR plus a margin. Drawings under the facility are repayable in 21 semi-annual instalments commencing in 2010 and ending in 2022. As at 30 June 2011, the carrying amount of the loan outstanding under this facility was AED 3,066.8 million; and

• a U.S.$600 million syndicated loan arranged by National Bank of Abu Dhabi and secured against a pledge of ordinary shares in an ATIC group company. The outstanding amount under this loan at 31 December 2010 was equal to AED 2,204.1 million. The outstanding amount bears interest at floating rates calculated by reference to LIBOR plus a margin and falls due for repayment in 2015. At 30 June 2011, the carrying amount of the loan outstanding under this facility was AED 2,204.1 million.

In addition, as at 30 June 2011, AED 2,615.5 million in short-term borrowings were outstanding under a €1 billion three-year loan facility with Standard Chartered Bank. Drawings under this facility bear interest at EURIBOR plus a margin. The facility expires in July 2012.

The Group has established a global medium term note programme under which it had outstanding at 30 June 2011 four series of unsecured Notes maturing between 2014 and 2021 with an aggregate

0080292-0000130 ICM:13868868.8 117 01/12/11 carrying amount of AED 11,832.2 million. As at 30 June, the aggregate carrying amount of unsecured commercial paper issued by the Group was AED 661.7 million.

Summary information in relation to these and the Group’s other borrowings is set out in note 15 to the 2011 Interim Financial Statements. Since 30 June 2011, further borrowings have been entered into and further securities have been issued under the Group’s euro commercial paper programme, in an aggregate amount as at 30 September 2011 of approximately AED 702 million. As at 30 June 2011, the aggregate AED equivalent of undrawn committed funds available to the Group under its banking facilities was approximately AED 20,922 million.

Maturity Profile of the Group’s Borrowings

Of the Group’s AED 44,361.9 million borrowings outstanding as at 30 June 2011, approximately 15.5 per cent. was scheduled to mature within 12 months. The table below summarises the maturity profile of the Group’s borrowings at 30 June 2011.

As at 30 June 2011 Unaudited (AED million) (per cent.) Repayable within 12 months...... 6,855.5 15.5 Repayable between 1 and 5 years ...... 16,668.2 37.5 Repayable after 5 years ...... 20,838.2 47.0 Total...... 44,361.9 100.0

Obligations under Finance Leases

The contribution of ATIC to the Group with effect from 1 January 2011 resulted in the recognition of certain finance leases at 30 June 2011. ATIC group companies have service contracts with suppliers of bulk gases pursuant to which the suppliers have constructed certain equipment which they use to provide ATIC with the gases required by it. The service contract is treated as a finance lease and the ATIC Group companies pay a fixed annual fee over the term of the arrangement plus a variable charge based on the quantity of the gas delivered. As at 30 June 2011, the present value of the future minimum lease payments under these arrangements was AED 1,679.6 million, of which AED 205.5 million falls due within less than one year, AED 821.7 million falls due between one and five years and AED 652.3 million falls due more than five years after 30 June 2011. See note 16 to the 2011 Interim Financial Statements.

Payables and Accruals

The Group’s trade and other payables and accruals amounted to AED 16,094.5 million at 30 June 2011, AED 8,040.7 million at 31 December 2010 and AED 7,969.5 million at 31 December 2009. Of these amounts, trade payables accounted for 37.5 per cent., 31.6 per cent. and 21.7 per cent., respectively, and amounts due to related parties accounted for 15.4 per cent., 6.2 per cent. and 7.0 per cent., respectively.

Total Equity

As at 30 June 2011, the Group’s total equity was AED 99,687.7 million compared to AED 62,116.9 million at 31 December 2010, AED 49,431.7 million at 31 December 2009 and AED 31,325.3 million at 31 December 2008. The increase at 30 June 2011 represents additional shareholder contributions in the form of subordinated interest-free loans for which the consideration was (i) the contribution of ATIC (as to AED 20,793.4 million) and (ii) cash (as to AED 16,350.0 million). The increases in 2010 and in 2009 principally reflect an increase in share capital in 2010 and additional shareholder

0080292-0000130 ICM:13868868.8 118 01/12/11 contributions principally in the form of cash subordinated interest-free loans made by the Government in 2009.

The table below shows the Group’s total equity as at 30 June 2011 and as at 31 December in each of 2010, 2009 and 2008.

As at 30 June As at 31 December 2011 2010 2009 2008 Unaudited (AED million) Share capital...... 15,000.0 15,000.0 5,514.6 5,514.6 Reserves and surplus ...... 816.3 738.3 1,075.9 (8,098.7) Additional shareholder contributions ...... 82,869.1 45,725.6 42,211.1 33,353.6 Government grants ...... 367.3 367.3 367.3 367.3 Total equity attributable to the equity holder 99,052.7 61,831.3 49,168.9 31,136.8 of the Company ...... Non controlling interests ...... 635.0 285.5 262.8 188.5 Total equity...... 99,687.7 62,116.9 49,431.7 31,325.3

As at 30 June 2011, the Group’s share capital comprised 15 million authorised, issued and fully paid shares of AED 1,000 each. The increase in share capital during 2010 was principally effected through the conversion of certain shareholder loans made in previous years.

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 loans without repayment requirements (although they may be repaid at the option of the Company) made by the Government for the purpose of funding certain investments. 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 2011, the aggregate amount contributed to the capital of the Company by its shareholder in the form of share capital and contributed assets was AED 98.2 billion.

CAPITAL AND INVESTMENT EXPENDITURE

Many of the Group’s business units have ambitious expansion plans which, if realised, will require significant capital and investment expenditure. In addition, the Group anticipates that ATIC will also require significant capital and investment expenditure in future years.

The table below shows the Group’s capital and investment expenditure as at 30 June 2011 and as at 31 December in each of 2010, 2009 and 2008.

As at 30 June As at 31 December 2011 2010 2009 2008 Unaudited (AED million) Acquisition of subsidiaries net of cash...... (483.8) 126.8 — 2,886.0 Investment in equity accounted investees ...... 295.5 2,530.8 1,261.6 2,024.9 Acquisition of other investments...... 4,097.0 3,496.2 1,964.9 10,717.6 Acquisition of property, plant and equipment ...... 10,970.0 8,983.6 8,285.5 5,957.0

0080292-0000130 ICM:13868868.8 119 01/12/11 As at 30 June As at 31 December 2011 2010 2009 2008 Unaudited (AED million) Of which:...... Property, plant and equipment ...... 7,070.5 2,599.0 1,491.8 974.3 Capital work in progress...... 3,899.5 6,384.6 6,793.7 4,988.8 Of which:...... Yahsat ...... 935.4 1,441.0 1,634.4 1,670.8 ATIC ...... 723.1 — — — Masdar(1)...... 532.3 1,335.8 2,830.4 1,199.3 Tabreed...... 420.6 — — — Dolphin Energy...... 34.5 — 86.6 294.9 Sowwah Square ...... — 1,922.8 1,510.9 890.7 Liwa Energy ...... — — — 532.4 Other ...... 1,253.5 1,685.0 731.5 400.8 Acquisition of intangible assets...... 628.5 357.2 615.6 19.3 Acquisition of other assets ...... 672.8 — 18.8 — Total capital and investment expenditure ...... 16,180.0 15,494.6 12,146.4 21,604.8 ______(1) Capital work in progress associated with Masdar principally comprises the development of Masdar City as part of the Masdar Project. See “Description of the Group—The Masdar Project”.

The Group currently anticipates that its capital and investment expenditure for 2011 is likely to be in the region of AED 60 billion, substantially higher than the AED 16.4 billion average for the past three years.

No assurance can be given as to the actual amounts of capital and investment expenditure that may be incurred in 2011. The timing and amount of capital and investment expenditure is highly dependent on market conditions, the progress of projects, new opportunities that may arise and a range of other factors outside the control of the Group. See generally “Description of the Group—Planning and Investment Process”.

The table below summarises the Group’s committed capital and investment expenditure as at 30 June 2011 by each of the Group’s 11 reporting segments. The Group’s committed capital and investment expenditure reflects amounts which it is legally committed to expend in future years, although a significant proportion of the expenditure is expected to be incurred in the 12 months ending 30 June 2012.

As at 30 June 2011 Unaudited (AED million) Renewable Energy ...... 7,803.5 Healthcare...... 5,730.7 Corporate/Acquisitions...... 4,503.4 Real Estate & Hospitality ...... 3,679.9 Semiconductor Technology ...... 3,454.7 Information & Communication Technology ...... 2,916.8 Oil & Gas & Energy...... 2,519.0 Industry...... 2,005.1 Infrastructure...... 1,903.8 Aerospace ...... 1,525.3

0080292-0000130 ICM:13868868.8 120 01/12/11 As at 30 June 2011 Unaudited (AED million) Services Ventures...... 762.9 Total...... 36,805.0

The committed capital and investment expenditure identified in the table above principally relates to:;

• Semiconductor Technology reporting segment: the expansion of Fab 1 in Dresden and the build out of Fab 8 in New York;

• Renewable Energy reporting segment: development by Masdar of the new Masdar City as well as commitments by it in respect of the Torresol, London Array and thin film photovoltaic panel projects in which Masdar is involved (see “Description of the Group—The Masdar Project—Masdar Power”);

• Real Estate & Hospitality reporting segment: construction being undertaken on the Abu Dhabi Financial Centre development in Sowwah Square as well as the development of retail facilities at Sowwah Square and associated infrastructure and work by Mubadala CapitaLand Real Estate LLC (Capitala) on its projects (see “Description of the Group—Business Areas— Mubadala Real Estate & Hospitality—Principal Real Estate Projects”);

• Healthcare reporting segment: principally the construction of Cleveland Clinic Abu Dhabi (see “Description of the Group—Business Areas—Mubadala Healthcare—Other Projects”) for which the Group expects to be reimbursed in due course by the Government;

• Corporate/Acquisitions reporting segment: investments in Mubadala GE Capital and Carlyle funds and well as other investments (see “Description of the Group—Business Areas— Mubadala Capital”);

• Infrastructure reporting segment: the Group’s ongoing PPP projects, principally the New York University development (see “Description of the Group—Business Areas—Mubadala Infrastructure—Other Projects”);

• Oil & Gas & Energy reporting segment: principally exploration commitments by Pearl and Liwa and in Malaysia and Kazakhstan, exploration and development commitments at Habiba in Oman and capital expenditure of Petrofac Emirates LLC (Petrofac Emirates) (see “Description of the Group—Business Areas—Mubadala Energy—Other Oil and Gas Projects”);

• Information & Communication Technology reporting segment: the construction of satellites by Yahsat (see “Description of the Group—Business Areas—Mubadala Information & Communications Technology—Yahsat”);

• Aerospace reporting segment: commitments for lease engines, hangars, other airport facilities and property, plant and equipment, principally at SR Technics (see “Description of the Group—Business Areas—Mubadala Aerospace—The Aviation MRO Network—SR Technics”);

• Services Ventures reporting segment: loan commitments at Abu Dhabi Finance as well as MRO commitments at Al Taif and ship procurement commitments at Eships (see “Description of the Group—Business Areas—Mubadala Services Ventures”); and

0080292-0000130 ICM:13868868.8 121 01/12/11 • Industry reporting segment: principally Tabreed, SMN operating and maintenance expenditure as well as ongoing EMAL expenditure (see “Description of the Group—Business Areas—Mubadala Industry”).

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 of up to AED 37.8 billion in 2011, of which AED 37.1 billion had been received at 30 June 2011. 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 each of the six month periods ended 30 June 2011 and 30 June 2010 and for each of 2010, 2009 and 2008.

Six months ended 30 June Year ended 31 December 2011 2010 2010 2009 2008 Unaudited (AED million) Net cash from (used in) operating activities...... 320.5 (1,533.7) 43.4 (1,212.7) 194.2 Net cash used in investing activities...... (15,400.3) (6,283.0) (17,085.5) (10,329.4) (19,410.0) Net cash from financing activities...... 27,211.7 2,402.9 11,353.1 20,055.2 21,740.0 Exchange fluctuation on consolidation of (182.3) (735.6) 174.3 244.1 (594.8) foreign entities...... Cash and cash equivalents at period end...... 18,211.6 5,627.3 6,261.9 11,776.6 3,019.3

Net cash flow from operating activities in the six month period ended 30 June 2011 was AED 320.5 million compared to net cash used in operating activities of AED 1,533.7 million in the six month period ended 30 June 2010.

Net cash flow from operating activities in 2010 was AED 43.4 million. Net cash used in operating activities in 2009 was AED 1,212.7 million. Net cash flow from operating activities in 2008 was AED 194.2 million. Most of the Group’s indebtedness has 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 in the six month period ended 30 June 2011 was AED 15,400.3 million compared to net cash used in investing activities of AED 6,283.0 million in the six month period ended 30 June 2010. In the 2011 period, the principal investments made were AED10,970.0 million on acquisition of property, plant and equipment (of which the principal components were AED 7.9 billion on capacity expansion in Global Foundries’ fab in Dresden, AED 1.3 billion on Sowwah Square and Sowwah Island projects and AED 1.0 billion on satellite construction by Yahsat) and AED 4,097.0 million in acquisition of other investments (principally the Aldar convertible bond). In the 2010 period, the principal investments made were AED 3,325.7 million in capital work in progress (of which the principal components were construction work in relation to the Abu Dhabi Financial Centre and Masdar City and satellite construction by Yahsat) and AED 2,516.6 million in investment in equity accounted investees, principally in establishing AMMROC and in purchasing additional shares in EMTS and in the entity developing the Shams 1 project, see “Description of the Business—The Masdar Project—Power—Masdar Capital—Project Investments”.

0080292-0000130 ICM:13868868.8 122 01/12/11 Net cash used in investing activities in 2010 was AED 17,085.5 million compared to AED 10,329.4 million in 2009 and AED 19,410.0 million in 2008. In 2010, the principal investments made were AED 6,384.6 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), AED 3,496.2 million in the acquisition of other investments, principally the acquisition of additional shares in Carlyle and the Verno Group and AED 2,530.8 million in equity accounted investees, principally AMMROC, EMTS and Shams Power Company PJSC. In 2009, the principal investments made were AED 6,793.7 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), AED 1,964.9 million in the acquisition of other investments, principally the acquisition of additional shares in AMD and GE and AED 1,261.6 million in investments in equity accounted investees, principally acquiring additional shares in Eships and making cash contributions to EMTS. 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.

Net cash from financing activities in the six month period ended 30 June 2011 was AED 27,211.7 million compared to net cash from financing activities of AED 2,402.9 million in the six month period ended 30 June 2010. In the 2011 period, the Group received AED 16,350.0 million in additional shareholder contributions, AED 6,161.3 million in net proceeds from borrowing and AED 6,092.1 million in cash upon the contribution of ATIC to the Group and made interest payments of AED 1,348.5 million. In the 2010 period, the Group raised AED 1,063.2 million net in new borrowing and received AED 2,166.0 million in additional shareholder contributions. The Group paid interest of AED 826.3 million in the 2010 period.

Net cash from financing activities in 2010 was AED 11,353.1 million compared to AED 20,055.2 million in 2009 and AED 21,740.0 million in 2008. In 2010, the Group received AED 13.0 billion in additional shareholder contributions and made payments of AED 1,259.9 million in interest and AED 386.9 million in net repayment of borrowings. In 2009, the Group borrowed AED 12,275.2 million on a net basis and also received AED 8,751.2 million in additional shareholder contributions. In 2008, the Group received AED 22.0 billion in shareholder contributions and borrowed AED 511.4 million on a net basis.

COMMITMENTS AND CONTINGENT LIABILITIES

As at 30 June 2011, the Group had outstanding commitments (excluding oil and gas exploration commitments) totalling AED 36.8 billion, of which the amount attributable to the Group’s share of the commitments of its joint ventures was AED 7.4 billion. In addition, the Group had an oil and gas exploration commitment of AED 1.3 billion.

As at 30 June 2011, the Group’s contingent liabilities amounted to AED 19.7 billion, of which the amount attributable to the Group’s share of the contingent liabilities of its joint ventures was AED 2.0 billion. Further information on the Group’s commitments and contingent liabilities is set out in note 17 to the 2011 Interim Financial Statements. The Group expects that it will continue to enter into significant commitments and incur significant contingent liabilities in the ordinary course of its business.

0080292-0000130 ICM:13868868.8 123 01/12/11 ARRANGEMENTS NOT RECORDED ON THE STATEMENT OF FINANCIAL POSITION

Save as disclosed above and in note 17 to the 2011 Interim Financial Statements, the Group does not have any material arrangements that are not recorded on its statement of financial position that have had, or are reasonably expected to have, a material current or future effect on its financial condition, revenues, expenses, results of operations, liquidity, capital expenditure or capital resources.

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 the contribution of ATIC by the Government to the Group with effect from 1 January 2011, the transfer of GAMCO’s assets and liabilities to ADAT in 2009, Government grants to the Company, interest free and interest bearing loans made to related parties which totalled AED 5,421.9 million at 30 June 2011, AED 6,368.1 million at 31 December 2010 and AED 750.9 million at 31 December 2009, receivables from related parties, payables to related parties, borrowings from related parties, other liabilities to related parties and contributed assets from the shareholder, see “—Analysis of Certain Statement of Financial Position Items— Total Equity” and “Relationship with the Government”. Further information on the Group’s related party transactions in the six month period ended 30 June 2011 is set out in notes 6, 15 and 19 to the 2011 Interim Financial Statements and further information on the Group’s related party transactions in 2010 is set out in notes 7, 9, 19, 20, 21, 24, 27, 29, 30 and 33 to the 2010 Financial Statements.

DISCLOSURES ABOUT RISK

The Group is exposed to a number of risks and 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.

Credit Risk

Credit risk is the risk that any of the Group’s counterparties defaults on an obligation owed by that counterparty to the Group, thereby causing a financial loss to the Group. The Group is exposed to credit risk through cash which it holds in bank accounts, through loans made by it and receivables owed to it, through investments made by it which represent obligations owed to it and through assets held by it for sale.

The carrying amount of the Group’s financial assets represents its maximum exposure to credit risk and this exposure for each of 2010, 2009 and 2008 is summarised in the table below.

As at 31 December 2010 2009 2008 (AED million) Financial assets at fair value through profit or loss...... 5,962.5 4,363.0 3,510.4 Investments available for sale (unquoted) ...... 3,811.6 3,557.2 3,549.4 Loans and receivables ...... 25,005.2 11,201.3 5,156.0 Investment in unquoted embedded derivatives ...... 578.2 578.2 909.2 Other assets...... — 36.1 45.6 Assets classified as held for sale...... — 3,593.8 3,314.5 Cash at bank...... 6,258.7 11,778.0 3,021.7 Total credit exposure...... 41,616.2 35,107.6 19,506.8

0080292-0000130 ICM:13868868.8 124 01/12/11 As at 31 December 2010, the Group had AED 1,795.3 million in trade receivables outstanding of which AED 99.5 million was overdue by between 121 and 180 days and AED 204.3 million was more than 180 days overdue. The Group made a provision for impaired trade receivables of AED 60.1 million during 2010, equal to 3.3 per cent. of the total trade receivables at 31 December 2010. This provision included AED 20.0 million on amounts due from related parties.

As at 31 December 2010, credit exposure to related parties amounted to AED 1,727.0 million, or 4.1 per cent. of the Group’s total credit exposure. This exposure is principally to the Government and amounts owed are expected to be recovered within one year. For further information regarding the Group’s credit risk, see note 37(a) to the 2010 Financial Statements.

Liquidity Risk

The Group is subject to liquidity risk to the extent that its financial assets and available sources of funds may not be sufficient to meet its financial 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 an environment where bank lending is constrained as was the case, in particular, in the second half of 2008 and for the majority of 2009.

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 2010 Financial Statements.

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 2010 Financial Statements analyses the exposure of the Group’s financial instruments to the euro as at 31 December 2010 and shows a net exposure (assets in excess of liabilities) of €318.8 million based on a closing rate of €1 = AED 4.8664 and an average rate of €1 = AED 4.8783. A 10 per cent. strengthening of the dirham against the euro at 31 December 2010 would have decreased equity by AED 1.1 million and increased the statement of comprehensive income by AED 156.2 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 as a result of 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 2010, a significant majority 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 2010 would, assuming all other variables including, in particular, foreign exchange rates remained constant, have decreased the profit by AED 131.8 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

0080292-0000130 ICM:13868868.8 125 01/12/11 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.

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 each of 2010, 2009 and 2008, the Group’s result from operating activities has been affected by unrealised gains and losses made on the fair valuation of its FVTPL investments and by impairment losses recorded against available for sale investments held by it. The Group also has investments in certain unquoted securities and, in each of 2010, 2009 and 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. See note 37(e) to the 2010 Financial Statements for an analysis of the fair values of the Group’s financial assets and liabilities.

Commodities Price Risk

The Group’s principal revenue generating activities and sources of funding expose the Group to the risk of fluctuations in global commodity prices. Because the Group’s principal revenue generating activities are the sale of hydrocarbons, the provision of aircraft maintenance and repair services, PPP projects and, since 1 January 2011, the manufacture of semiconductors (see further “—Principal Components of, and Key Factors Affecting, Operating Income”, “Description of the Group—Business Areas” and “Description of the Group—ATIC”), fluctuations in the price of the commodities sold by the Group, including petroleum and natural gas products, as well as fluctuations in the prices of materials used in its operations, could have a material negative impact on Group revenues. Historically, the Group has been funded in large part by contributions made by the Government. This also subjects the Group to the risk of fluctuations in global commodity prices, since the Government’s ability to fund the Group’s investing activities could be materially impacted by fluctuations in the price of oil products and alternative fuels (see further “Risk Factors—Factors that may Affect the Guarantor’s Ability to Fulfil its Obligations under the Guarantee—Risks Relating to Abu Dhabi, the UAE and the Middle East”).

0080292-0000130 ICM:13868868.8 126 01/12/11 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 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 100.0 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, 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 additional shareholder contributions from the Government. As at 31 December 2010, the Government’s cumulative additional shareholder contributions into the Company since its establishment totalled AED 61.1 billion and the Government has approved further additional shareholder contributions of up to AED 37.8 billion in 2011, of which AED 16.4 billion had been received by the Company at 30 June 2011. The contribution of ATIC, which was accounted for as an additional shareholder contribution of AED 21.0 billion as at 30 June 2011, was not included in the amount requested by the Company and approved by the Government for 2011.

The Group operates through nine business units: Mubadala Energy; Mubadala Industry; Mubadala Real Estate & Hospitality; Mubadala Infrastructure; Mubadala Services Ventures; Mubadala Aerospace; Mubadala Information & Communications Technology; Mubadala Healthcare; and Mubadala Capital. The business units are supported by the Company’s 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. With effect from 1 January 2011, ATIC, a significant semiconductor manufacturing business which currently operates outside the nine business unit structure, has been contributed to the Group by the Government.

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 experiencing strong growth, and its capital and investment expenditures have, in certain years, been high in relation to its revenues and operating income. For example, 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 6.7 billion, in 2009 the Group’s net cash used in investing activities was AED 10.3 billion compared to revenues from the sale of goods and services of AED 13.1 billion and for the year ended 31 December 2010 the Group’s net cash used in investing activities was AED 17.1 billion compared to revenues from the sale of goods and services of AED 16.0 billion.

The Group’s principal revenue generating activities are the manufacture and sale of semiconductors through ATIC (see further “—ATIC”), the sale of hydrocarbons through its proportional share in the upstream activities of the Dolphin Project (see further “—Business Areas—Mubadala Energy—The Dolphin Project”) and through Pearl (see further “—Business Areas—Mubadala Energy—Pearl”) and

0080292-0000130 ICM:13868868.8 127 01/12/11 the provision of aircraft maintenance and repair services through SR Technics and ADAT (see further “—Business Areas—Mubadala Aerospace—SR Technics” and “—ADAT”).

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 2011 to 2015 period is expected to relate to ATIC, Mubadala GE Capital, its Masdar Project, certain real estate developments being undertaken by it, certain PPP projects being undertaken by it and investments in oil and gas projects. The Group currently anticipates that its capital and investment expenditure for 2011 is likely to be in the region of AED 60 billion, substantially higher than the AED 16.4 billion average for the past three years. As at 30 June 2011, the Group’s committed capital and investment expenditure was AED 36.8 billion, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Group—Capital and Investment Expenditure”.

The Company has been assigned ratings of Aa3 by Moody’s ME, AA by S&P and AA by Fitch, each with stable outlook. In the case of S&P and Fitch, these are the same ratings given to the Abu Dhabi sovereign and reflect the Group’s strong strategic relationship with the Government.

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

The Group’s mandate from the Government is to develop projects and make investments in priority sectors that provide the Government with both attractive risk-adjusted financial returns and clear socio-economic benefits, such as human capital development (in particular Emiratisation and high- skilled job creation), economic diversification and wealth creation. Given the dual focus on investment and development, the majority of projects and investments have resulted from a combination of pro-active selection of sectors and a range of attractive opportunities within those sectors.

The Group’s long-term strategy, developed and refined under the guidance and direction of the Board, consists of the following key components:

• selecting sectors and industries on the basis of:

0080292-0000130 ICM:13868868.8 128 01/12/11 • financial attractiveness and scale that often only a sovereign or sovereign-supported entity can develop, given the requirement for significant up-front investment before such investments become sustainable, and that such sectors are typically not easily accessed by the private sector;

• clear and sustainable Abu Dhabi competitive advantage, consistent with the Policy Agenda and the 2030 Economic Vision; and

• socio-economic benefit to Abu Dhabi including but not limited to the potential for high-skilled job creation, GDP diversification, creating and reinforcing deep relationships with leading businesses and governments, innovation that helps build a knowledge-based economy and the opportunity for wealth creation and distribution;

• making investments within select sectors, ranging from:

• anchor investments in Abu Dhabi that support development of clusters of self- sustaining businesses that achieve attractive financial returns while at the same time adding to the diversification of Abu Dhabi’s economy in terms of GDP-contribution, export-value and high-skilled job creation (for example, EMAL in the aluminium sector, Strata Manufacturing PJSC (Strata) in the composite manufacturing sector, Masdar in the renewable energy sector, ADAT/AMMROC in the aircraft MRO sector and ATIC in the semiconductor sector); to

• strategic financial investments that may facilitate partnerships to build new businesses within Abu Dhabi with significant intellectual property or technology transfer (for example, GE, Mubadala GE Capital and Leadership Acceleration for Business, AMD and the proposed GLOBALFOUNDRIES Abu Dhabi fab); to

• local catalyst investments that enable the incubation of underdeveloped sectors or the development of vital infrastructure for Abu Dhabi that will eventually be transferred or sold to the private sector; to

• financial investments outside Abu Dhabi to diversify revenue geographically and capitalise on the Group’s access to direct investment opportunities and existing capabilities (for example, Carlyle); and

• advancing Abu Dhabi’s human capital base across target sectors, with an emphasis on Emiratisation and the development of leadership potential among the UAE national population.

PLANNING AND INVESTMENT PROCESS

The Group’s investments include acquisitions of stakes in companies, the formation of new companies and joint ventures and minority financial investments. Minority financial investments typically constitute relatively small percentage shareholdings in businesses active within or across sectors which the Company believes will provide future benefits to Abu Dhabi or facilitate a broader agenda to promote Abu Dhabi. An example of a minority financial investment intended to promote Abu Dhabi internationally was the Company’s 5.0 per cent. investment in Ferrari S.p.A. in 2005 which helped enhance Mubadala’s brand recognition through sponsorship of the Scuderia Ferrari Formula One team and encouraged tourism through hosting of the inaugural Abu Dhabi Grand Prix in 2009. The shares in Ferrari S.p.A. were acquired subject to a call option and, in March 2011, were re- acquired by Fiat S.p.A. through the exercise of that option. Examples of significant new projects in which the Group has had extensive involvement include the Dolphin Project, EMAL, Masdar, ATIC

0080292-0000130 ICM:13868868.8 129 01/12/11 and several university campus developments that are described further under “—Business Areas— Mubadala Infrastructure”.

Investment Process

The 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 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 (CFO), reviewed by the Company’s Chief Executive Officer (CEO) and then recommended by them to the Board for approval. The annual budget includes estimates of the total cost of proposed investments, commitments, expenditure 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 subordinated interest-free loans from the Government and debt financing from third parties. Where possible, the Group seeks to leverage equity contributions in order to enhance 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, defer execution and completion, modify 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, CFO, Chief Operating Officer (COO) and Chief Legal Counsel. 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 AED 1.1 billion. In the case of investments of more than AED 1.1 billion, 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 deployed, the industry sector and 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

0080292-0000130 ICM:13868868.8 130 01/12/11 partners). Where appropriate, proposals will be modified in order to fit the Company’s overall mandate and investment criteria.

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—Opportunities are systematically evaluated against the Group’s strategy and financial and commercial investment criteria, together with an assessment of potential risks and a budget for the feasibility study. Preliminary target returns and required investments are calculated.

• Feasibility—Critical elements of the project are defined and an initial business case developed. 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. The roles of third party partners are defined and key principles agreed.

• Commercial Development—A complete business plan, final deal structure, risk assessment, governance agreements and financing plan are developed prior to a final investment decision being made. Agreements are negotiated with key partners and external advisors engaged as necessary.

• Implementation—Final investment approval is given by the Investment Committee or the Board, depending on the amount of funding required, and the project moves into implementation. If necessary, a project company is established, executive team appointed, key employees recruited and final contracts signed with third parties. In the case of a greenfield project, construction takes place during this stage.

• Operation—Following implementation, the project begins to operate as an independent entity. At this stage, the Group monitors the project’s financial performance against the business model to ensure that expectations are being met. The business plan is updated on at least an annual basis, and key financial and non-financial metrics are updated quarterly and presented to project leadership by way of a progress report. The relevant business area remains actively involved at the Board level.

• Exit—While monitoring the performance of a project, the Group may consider whether or not to exit the project and, if so, the appropriate exit options and timing. Exit proposals require approval by the Investment Committee or, if the size of the investment exceeds AED 1.1 billion at exit, by the Board.

The table below illustrates the approvals required for the Group’s investments by reference to the size of the investment:

Investment Size Approval Required AED 1.1 billion and below ...... Investment Committee Above AED 1.1 billion...... 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 ongoing involvement will vary significantly depending on the nature of the project. In all cases, the progress of the project is monitored by the responsible business unit which reports to the Investment Committee where necessary if, for example,

0080292-0000130 ICM:13868868.8 131 01/12/11 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.

FUNDING PRINCIPLES

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 provide funds to 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 subordinated interest-free loans without repayment requirements (although they may be repaid at the option of the Company)) from the Government, external bank financing and financing through debt securities issued in the international capital markets. 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 Statement of Financial Position 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 AREAS

Introduction

The Group currently has nine dedicated industry-specific business units: Mubadala Energy; Mubadala Industry; Mubadala Real Estate & Hospitality; Mubadala Infrastructure; Mubadala Services Ventures; Mubadala Aerospace; Mubadala Information & Communications Technology; Mubadala Healthcare; and Mubadala Capital. Reflecting the evolving nature of the Group’s operations, there have been a number of changes in these units over the Group’s operating history. For example, the current Mubadala Energy and the current Mubadala Industry business units have previously formed part of a single combined business unit and, subsequently, separate Oil & Gas and Energy & Industry business units. Other changes are noted in the description of each business unit below. In addition, following the contribution of ATIC to the Group by the Government, ATIC currently operates outside the nine business unit structure.

The Group’s business areas do not correspond exactly with the reporting segments used for accounting purposes and set out in note 6 to the 2010 Financial Statements. See “Management’s

0080292-0000130 ICM:13868868.8 132 01/12/11 Discussion and Analysis of Financial Condition and Results of Operations of the Group—Segmental Analysis”.

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

Focused onsustainably investing in, and building, leading technology companies around the world, ATIC including Abu Dhabi

Focused on developing a world leadership position in renewable energy and on diversification in the oil and Mubadala Energy gas sector, in particular hydrocarbon exploration and production

Focused on developing energy-linked industrial infrastructure (including public utilities) and Mubadala Industry basic industries, including aluminum

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

Focused onfinancing, building, owning and operating concession-based infrastructure within the Emirate, Mubadala Infrastructure including educational, healthcare and other facilities

Focused on establishing businesses in services-based sectors, such as leasing and financial services, Mubadala Services Ventures maritime transportation services, defence services and logisticsservices Legal & Compliance

Focused oncreating an aerospace industry in Abu Dhabi and bringing knowledge, technical expertise, Finance & Corporate Affairs Mubadala Aerospace skills and facilities to the Emirate

Mubadala Information & Focused on establishing local information, communications and technology clusters and expanding Abu Communications Technology Dhabi’s international presence in the sector

Focused oncreating a vertically integrated network of healthcare infrastructure in Abu Dhabi through Mubadala Healthcare establishing world-class facilities in partnership with international organizations

Focused on building a research-driven global alternative asset and investment management platform and Mubadala Capital on implementing and managing strategic investments outside the scope of other business units’ activities

Each of the business areas is supported by the Company’s Finance & Corporate Affairs unit, which comprises the following teams: mergers and acquisitions; structured finance and capital markets; treasury (including tax and insurance); finance; human resources and administration; corporate support services; communications; enterprise technology services; construction management services; and strategy and acquisitions and investment management. The mergers and acquisitions unit provides support to the business areas in their corporate finance transactions, including in relation to identifying, evaluating and executing specific transactions, and also manages and executes mergers, acquisitions and other corporate finance transactions for the Group where these do not fall within a particular business area’s activities or within the remit of the structured finance and capital markets unit. In September 2010, reflecting the fact that construction activities within the Group are spread amongst a number of business areas, the Company established the construction management services unit which is now responsible for the preparing, managing, delivering and reporting of design and construction-related activities undertaken by the business areas, from the commencement of a project through to delivery of the completed asset. The business areas are also supported by the Company’s Legal & Compliance Unit.

ATIC

Introduction

ATIC is a specialist investment company established by the Government of Abu Dhabi in 2008 and was transferred by it to the Company in 2011. ATIC was mandated to focus primarily on the global advanced technology sector. Its purpose is to deliver financial returns to its shareholder by responsibly and sustainably investing in, and building, leading technology companies around the world.

ATIC’s team of approximately 80 staff focuses on three main areas: investments and strategy, portfolio management and the development of the Abu Dhabi ecosystem that will support technology investments and development in the Emirate. ATIC’s Investment and Strategy Unit was instrumental in forming GLOBALFOUNDRIES in March 2009 and acquiring Chartered Semiconductor in December 2009. ATIC’s Portfolio Management Unit spends a considerable amount of its time

0080292-0000130 ICM:13868868.8 133 01/12/11 overseeing ATIC’s investment in GLOBALFOUNDRIES. ATIC’s Abu Dhabi Ecosystem Unit works closely with local authorities, regulators, government agencies and sister companies to ensure that the Emirate of Abu Dhabi can develop a semiconductor and advanced technology cluster in the future. Its primary areas of focus include human capital development, soft and hard infrastructure development and the establishment of a research and development centre in Abu Dhabi through collaboration with local and international universities.

ATIC is committed to a long-term investment horizon with a view to ensuring that its investments are strategic and transformational rather than tactical and opportunistic. ATIC’s initial focus is the semiconductor industry and its principal investment is GLOBALFOUNDRIES which is described further below.

For the six months ended 30 June 2011, the semiconductor technology reporting segment (which corresponds to ATIC) generated segment operating income of AED 5,485.2 million and recorded a segment loss of AED 1,541.4 million. As at 30 June 2011, the semiconductor technology reporting segment had total assets of AED 43,275.9 million, equal to approximately 25.5 per cent. of the Group’s total assets.

Formation of GLOBALFOUNDRIES and Significant Contractual Arrangements with AMD

On 2 March 2009, AMD and ATIC formed the GLOBALFOUNDRIES joint venture. In the initial formation transaction, AMD contributed certain assets and liabilities to GLOBALFOUNDRIES, including, among other things, semiconductor manufacturing facilities in Dresden, Germany, and ATIC contributed U.S.$1.4 billion of cash. In exchange, each partner received a mix of equity securities and, in the case of ATIC, debt securities. Upon the closing of the joint venture formation transactions, ATIC owned approximately 66 per cent. of GLOBALFOUNDRIES, while AMD owned approximately 34 per cent., in each case on a fully converted to ordinary shares basis.

On 18 December 2009, ATIC acquired Chartered Semiconductor. ATIC renamed Chartered Semiconductor as “GLOBALFOUNDRIES Singapore Pte. Ltd.”, and entered into a management and operating agreement pursuant to which GLOBALFOUNDRIES operated the business and assets of the former Chartered Semiconductor business. On 27 December 2010, ATIC, AMD and GLOBALFOUNDRIES agreed to a legal combination transaction in which ATIC contributed all of the outstanding ordinary shares of GLOBALFOUNDRIES Singapore Pte. Ltd. to GLOBALFOUNDRIES in exchange for new issued equity securities of GLOBALFOUNDRIES. As a result of this transaction, and as a result of additional equity issued to ATIC in exchange for additional funding provided by ATIC, as at 30 September 2011, ATIC owned 90.6 per cent. of GLOBALFOUNDRIES on a fully converted to ordinary shares basis.

ATIC, GLOBALFOUNDRIES and AMD have entered into a number of significant agreements including, in particular, a Shareholders’ Agreement (the Shareholders’ Agreement), a Funding Agreement (the Funding Agreement) and a Wafer Supply Agreement (the Wafer Supply Agreement). The Shareholders’ Agreement sets out the rights and obligations of AMD and ATIC as shareholders of GLOBALFOUNDRIES, including provisions providing for the appointment of directors and any change of control of AMD. AMD is currently entitled to appoint one director of GLOBALFOUNDRIES, with ATIC appointing the remainder. Until September 2013 and subject to certain exceptions set out in the Shareholders’ Agreement, AMD is entitled to appoint one director of GLOBALFOUNDRIES. The Funding Agreement provides for the future funding of GLOBALFOUNDRIES by ATIC. Pursuant to the Funding Agreement, ATIC committed to additional equity funding of a minimum of U.S.$3.6 billion and up to U.S.$6.0 billion to be provided in phases over a five year period commencing from March 2009. AMD has the right, but not the obligation, to provide additional future capital to GLOBALFOUNDRIES. The Wafer Supply Agreement has a 15- year term (which may be shortened to 10 years under certain circumstances). For the term of the Wafer Supply Agreement, AMD must purchase all of its requirements for microprocessor products

0080292-0000130 ICM:13868868.8 134 01/12/11 from GLOBALFOUNDRIES on a cost-plus basis. For 2011 only, the cost-plus basis is modified such that the price of certain wafers delivered in 2011 will vary based on the manufacturing yield of such wafers, and GLOBALFOUNDRIES will earn incentive payments in 2012 if it continues to provide specified capacity to AMD in 2012. Under the Wafer Supply Agreement, AMD provides GLOBALFOUNDRIES with binding forecasts of its product requirements, and GLOBALFOUNDRIES allocates capacity sufficient to produce product volumes set out in the binding forecasts. To the extent that AMD does not purchase all of the forecast volumes, AMD is required to pay for the fixed costs of the allocated production capacity, unless GLOBALFOUNDRIES fills such capacity with orders from third party customers. In addition to the purchase of microprocessor units from GLOBALFOUNDRIES, AMD has also agreed to purchase specified percentages of AMD’s graphics processing product requirements from GLOBALFOUNDRIES once GLOBALFOUNDRIES has developed the process technology to produce such graphics products and as long as GLOBALFOUNDRIES offers competitive prices for such products.

Description of GLOBALFOUNDRIES

Semiconductor device fabrication is the process used to create the integrated circuits (known as silicon chips) that are present in everyday electrical and electronic devices. It is a multiple-step sequence of photographic and chemical processing steps during which electronic circuits are gradually created on a wafer made of pure semiconducting material. Silicon is the most commonly used semiconductor material today, along with various semiconductor compounds. The entire manufacturing process typically takes six to eight weeks and is performed in highly specialised facilities referred to as fabs. A business that operates a semiconductor fab for the purpose of fabricating the designs of other companies, such as fabless semiconductor companies, is known as a foundry. A foundry such as GLOBALFOUNDRIES that only manufactures semiconductors for third parties and does not produce its own semiconductor designs is known as a pure-play semiconductor foundry.

GLOBALFOUNDRIES has its administrative and engineering centre in California’s Silicon Valley and has manufacturing centres in Germany, Singapore and one under construction in New York. Currently, GLOBALFOUNDRIES has five 200mm wafer fabs and two 300mm wafer fabs in production with a further 300mm wafer fab under construction in New York which, when operational, is expected to give GLOBALFOUNDRIES a total capacity of 1.8 million 300mm wafers and 2.2 million 200mm wafers annually. All of GLOBALFOUNDRIES’ fabs are ISO9001, ISO14001 and OHSAS18001 certified, and ISO/TS16949 certified in Singapore. GLOBALFOUNDRIES has approximately 11,000 employees located in 12 centres across three continents and is one of the world’s largest semiconductor foundries by revenues (which were U.S.$3.5 billion in 2010). GLOBALFOUNDRIES has more than 150 customers worldwide, of which AMD is the most significant accounting for approximately 25 per cent. of its total revenue in the six month period ended 30 June 2011 and 35 per cent. of its total revenue in 2010. Its customers include many of the world’s largest semiconductor companies.

The Company believes that GLOBALFOUNDRIES is a leading semiconductor foundry, based on:

• its ability to ramp advanced technology to volume ahead of most other foundries, offering time-to-market advantage;

• its record of deploying innovative and cost effective solutions for analogue, high voltage and embedded memories for both 200mm and 300mm wafers;

• its ability to offer its foundry customers design enablement and intellectual property, process technology and package solutions that flow from its global resources and alliances;

0080292-0000130 ICM:13868868.8 135 01/12/11 • its global distribution capacity, which gives it the depth, breadth and geographical diversity to supply the full foundry requirements of large and diverse global semiconductor companies;

• its flexibility and collaborative approach to customer service that provides value to its customers in terms of both design enablement and technology delivery; and

• the fact that it is focused solely on serving foundry customers and possesses the resources and assets that position GLOBALFOUNDRIES to serve foundry customers for the long-term.

The foundry business is capital intensive and GLOBALFOUNDRIES is making and expects to continue to make significant investments in its business. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Expenditure”. The current focus for GLOBALFOUNDRIES is completing an expansion project at its German fab and completing the build out of its new fab in New York.

GLOBALFOUNDRIES receives grants and subsidies from various agencies of the governments of New York, Saxony, Germany and Singapore as well as the European Union. In the six months ended 30 June 2011 and in 2010 and 2009, U.S.$350 million, U.S.$446 million and U.S.$56 million, respectively, of such grants and subsidies were authorised for disbursement to GLOBALFOUNDRIES.

With regard to New York, the amounts available under government grants relate to site development expenses associated with the construction of a new fab, along with research and development related capital expenditure on tools and equipment. With regard to Saxony, Germany and the European Union, the amounts available under government grants relate in part to capital investment, such as the capacity extensions at GLOBALFOUNDRIES’ Dresden-based fab, and in part to research and development expenses associated with specific funded research and development projects at the Dresden-based fab. With regard to Singapore, the amounts available under government grants relate to equipment, consumables, materials and staff costs incurred on operation of the fab facilities, research and development and staff programmes at GLOBALFOUNDRIES’ Singapore based fabs.

Mubadala Energy

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 former Energy & Industry business unit to create a separate 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.

In early 2010, recognising the growth of the Energy & Industry business unit, the Company decided to split that business unit into separate business units focusing on energy and industry, respectively. As a result, the former Oil & Gas business unit was transferred to the newly created Mubadala Energy business unit which now comprises, in addition to the former Oil & Gas business unit, Masdar (which is focused on renewable energy) and Mubadala Petroleum Services Company LLC (MPSC), the entity holding the Company’s 51 per cent. interest in each of Petrofac Emirates and PSN Emirates LLC (PSN Emirates), which was also transferred from the former Energy & Industry business unit.

The Mubadala Energy 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, Thailand, Vietnam, Indonesia, Malaysia and the Philippines. In addition, through Masdar, the Mubadala Energy business unit aims to develop a world leadership position in renewable energy through investing in, or acquiring

0080292-0000130 ICM:13868868.8 136 01/12/11 participations in companies that are active in, the renewable energy, energy efficiency, carbon reduction, carbon capture and storage, and other related technologies.

For the six months ended 30 June 2011, the oil & gas & energy and the renewable energy reporting segments (which correspond to almost all of the businesses comprised within the Mubadala Energy business unit) generated combined segment operating income of AED 4,963.0 million and recorded a combined segment net profit of AED 2,334.1 million. As at 30 June 2011, the two reporting segments had combined total assets of AED 22,733.0 million, equal to 13.4 per cent. of the Group’s total assets.

The table below shows certain information regarding the principal businesses within the Mubadala Energy business unit as at 30 June 2011:

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 Bahrain Field...... Oil production 32.0 Proportionate consolidation Masdar ...... Renewable energy 100.0 Full consolidation MPSC...... Petroleum services 100.0 Full 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 principal oil and gas investments held by the Mubadala Energy 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, a 15.0 per cent. interest in an oil joint venture in the Mukhaizna Block 53 field in Oman, a 32.0 per cent. interest in Bahrain Field (operated by Tatweer Petroleum-Bahrain Field WLL (Tatweer Petroleum)) and a 100.0 per cent. interest in MPSC. The principal renewable energy investment held by the Mubadala Energy business unit is Masdar. Set forth below is a description of the Group’s principal oil and gas investments and its principal renewable energy 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 subsea 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

0080292-0000130 ICM:13868868.8 137 01/12/11 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) (through their subsidiaries) and involves the transportation of the dry gas produced to Abu Dhabi through a 364-kilometre 48-inch subsea export 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 can currently utilise is 2.4 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 has also constructed 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.

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 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. In addition, the sponsors have provided equity funding to the project. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Group—Analysis of Certain Statement of Financial Position 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

0080292-0000130 ICM:13868868.8 138 01/12/11 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—Factors that may Affect the Guarantor’s Ability to Fulfil its Obligations under the Guarantee—Risks Relating to the Group and its Strategy—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 had its head office in Singapore. The acquisition provides the Group with access to a diverse portfolio of exploration, development and production assets in South East Asia. The Pearl group of companies is managed and operates as an integral part of Mubadala’s Oil & Gas business unit.

When acquired, Pearl had participating interests in 24 licence areas and production-sharing contracts in Thailand, Indonesia, Vietnam and the Philippines, with proven and probable (2P) working interest oil and gas reserves of approximately 27.4 million barrels of oil equivalent. As at 31 December 2010, Pearl’s 2P working interest reserves were approximately 33.6 million barrels.

As of 1 September 2011, Pearl has 23 licence areas in Thailand, Malaysia, Indonesia, Vietnam and the Philippines. Pearl is the operator of 20 of the licence areas. Pearl’s net production as at 1 September 2011 was approximately 18,000 barrels of oil per day (bopd) from the Jasmine offshore field in the Gulf of Thailand and its revenues are derived principally from the sale of oil produced by the Jasmine field.

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.

0080292-0000130 ICM:13868868.8 139 01/12/11 There are currently three discoveries under appraisal in Thailand, one in Vietnam and one in Malaysia. In addition, the development of the Ruby gas project (Sebuku PSC), which was sanctioned in June 2011, is underway in Indonesia. First gas from the field is expected to be produced in the later part of 2013.

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 655.8 million in 2009. In 2010, the Group made two smaller impairments in relation to Pearl. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Group—Results of Operations—Comparison of 2010, 2009 and 2008—Impairment Losses”.

Mukhaizna Block 53

Liwa Energy Limited (Liwa), a wholly-owned subsidiary of the Company, holds a 15 per cent. participating interest in Block 53 of the Mukhaizna oil field in south-central Oman. The concession area covers 694 square kilometres and contains heavy sour crude oil (15-16o API). Steam injection (an enhanced oil recovery technique) and horizontal well technology are utilised to extract heavy oil from the field. A subsidiary of Occidental Petroleum is the operator of this contract area. At 31 December 2010, Block 53 had produced approximately 79 million barrels of oil and is currently producing around 120,000 bopd. Plateau production of 150,000 bopd for the field is expected to be reached during 2013.

Bahrain Field

The Company, Occidental Petroleum and the National Oil and Gas Authority of Bahrain (NOGA) have 32 per cent., 48 per cent. and 20 per cent. interests, respectively, in a Development and Production Sharing Agreement for the further development of the Bahrain Field. Handover of the existing Bahrain Field operations to Tatweer Petroleum, the joint operating company, occurred on 1 December 2009. Four drilling rigs have been mobilised and development drilling to date has successfully increased production from 25,000 bopd to more than 40,000 bopd. Pilot projects to test potential developments associated with steam and water injection are being implemented and initial results are expected to be available in 2012.

MPSC

MPSC was incorporated in Abu Dhabi in the second quarter of 2007 as a wholly-owned subsidiary of the Company. In late 2008, MPSC and Petrofac Limited established Petrofac Emirates to undertake engineering, procurement, design and construction work in relation to onshore oil and gas refining and petrochemical projects. MPSC also has a joint venture with Aberdeen-based Production Services Network called PSN Emirates, which focuses on operation and maintenance and brownfield work in the same industry. MPSC owns 51 per cent. of each of Petrofac Emirates and PSN Emirates.

Other Oil and Gas Projects

Liwa holds a 20 per cent. working interest in exploration Block 103 located in the onshore portion of the Sirte Basin in Libya. Block 103 is operated by Occidental Petroleum and is currently in a state of force majeure.

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 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. The project involves the

0080292-0000130 ICM:13868868.8 140 01/12/11 development of the Maradi Huraymah gas field, appraisal of three other gas discoveries and shallow and deep exploration potential. Production from the Maradi Huraymah gas field is scheduled to start by early 2013.

The Company, JSC National Company KazMunayGas (KMG) and ConocoPhillips are parties to agreements for the exploration and development of the “N” Block, which is located offshore Kazakhstan, covers approximately 8,100 square kilometres under the 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. Drilling of the first exploration well on the Rakushechnoe More structure within “N” Block was completed in December 2010. Drilling operations resulted in the penetration of oil and gas formations. The partners have agreed and submitted an appraisal programme related to the discovery. Appraisal drilling will be needed to determine whether sufficient reserves have been discovered to allow a development to be sanctioned.

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.

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.

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 approves new investments and projects in order to ensure that the Masdar funds are invested in accordance with investment guidelines generating satisfactory returns, 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 2011, the Renewable Energy reporting segment (which principally comprises Masdar and the Masdar Project) generated segment operating income of AED 396.3 million and recorded a segment loss of AED 140.9 million. As at 30 June 2011, the Renewable Energy reporting segment had total assets of AED 8,804.9 million equal to approximately 5.2 per cent. of the Group’s total assets.

0080292-0000130 ICM:13868868.8 141 01/12/11 Masdar operates through its business units: Masdar City (including the previously separate City Zone); Masdar Power; Masdar Carbon; and Masdar Capital (formerly known as Venture Capital, Technology and Strategic Partnerships). In addition, the Masdar Institute of Science and Technology, a wholly-owned non-profit making subsidiary of Masdar, is engaged in education and research. For more information about the Masdar Project, see “—The Masdar Project”.

Mubadala Industry

Overview

The Mubadala Industry business unit is mandated to support the creation of an export-oriented industrial sector in Abu Dhabi by capitalising on the Emirate’s natural resources, strategic location, low energy costs and existing knowledge base. The business unit focuses on investments in basic materials, such as aluminium, and the development of energy-linked industrial infrastructure, including public utilities such as electricity generation, water desalination and district cooling.

For the six months ended 30 June 2011, the Industry reporting segment (which corresponds to the Mubadala Industry business unit) generated segment operating income of AED 722.9 million and recorded a segment profit of AED 608.8 million. As at 30 June 2011, the Industry reporting segment had total assets of AED 10,545.2 million, equal to approximately 6.2 per cent. of the Group’s total assets.

The table below shows certain information regarding the principal businesses within the Mubadala Industry business unit as at 30 June 2011:

Percentage Name Description Ownership Accounting Treatment EMAL...... Aluminium smelter 50.0 Equity method SMN ...... Independent power and water 47.5(1) Equity method production Azaliya...... Water production and waste water 49.0 Equity method collection and treatment Tabreed ...... District cooling company 25.7 Full consolidation(2) SKH ...... Power production 25.0 Equity method ______(1) Now reduced to 30.9 per cent., see “—SMN”. (2) The Group also owns mandatory convertible bonds issued by Tabreed which are taken into account in the decision to fully consolidate Tabreed. See “—Tabreed”

The principal investments made by the business unit include a 50.0 per cent. shareholding in EMAL; a 47.5 per cent. shareholding in SMN which has implemented and is operating a greenfield independent power and water plant project at Barka in Oman and owns the existing Al Rusail independent power plant, also in Oman; a 49.0 per cent. shareholding in Azaliya SAS (Société par actions simplifiée) (Azaliya), a joint venture with Veolia Eau, a French water and wastewater service provider, to own, operate and invest in water businesses in the MENA region; a 25.7 per cent. shareholding in Tabreed, a regional district cooling company based in Abu Dhabi; and a 25.0 per cent. shareholding in SKH, which has constructed and is operating a gas-fired thermal power plant in Algeria.

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

0080292-0000130 ICM:13868868.8 142 01/12/11 Dhabi (the EMAL Project). The project has been designed in two phases. The first phase of the project (Phase I), which began producing aluminium in December 2009 and completed the ramp up to full production in January 2011, involved the construction of an aluminium smelter with a production capacity of approximately 740,000 tonnes of aluminium per year and a combined cycle gas-fired power plant with a 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 keep its operating costs competitive in the industry.

Phase I of the project also involved 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.$6.7 billion. Phase I is being financed by approximately U.S.$5.6 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 financial completion of Phase I, which is expected to occur in early 2012, 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 stake in EMAL. At financial 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 financial completion operating cash flow.

In June 2011, after completing a detailed front-end engineering and design (FEED) study, EMAL approved the decision to proceed with the second phase of the project (Phase II).Phase II is expected to increase the initial aluminium production capacity at EMAL to up to 1.3 million tonnes per year and the power plant capacity to approximately 3,000 megawatts. Upon completion of Phase II, the EMAL Project is expected to be one of the largest single-site aluminium smelters in the world. The Phase II project consists of two parts: an upgrade to the existing Phase I facilities by increasing the amperage of the two potlines (the Upgrade); and the addition of a new potline and associated production and power facilities (the New Facilities). The Upgrade is expected to increase metal production by approximately 55,000 tonnes per year and to be completed by the end of 2012. The New Facilities are expected to yield a metal output of approximately 520,000 tonnes per year. The New Facilities are expected to begin producing aluminium in 2014, ramping up to full production by the end of that year. The total cost of Phase II is expected to be approximately U.S.$4.5 billion, to be financed with a combination of debt and equity consistent with Phase I.

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 has implemented and is operating the Barka 2 project, also located in Oman. The Al Rusail plant is a 665 megawatt open cycle gas-fired power generation facility. 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 is a greenfield combined cycle gas-fired power generation and sea water desalination facility which is in full commercial operation. The plant has a 678 megawatt generating capacity and a desalination capacity of 120,000 cubic metres per day. All of the plant’s output is being 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 to equity ratio. Under the terms of the joint venture agreement, the joint venture partners were required to dispose of part of their shareholding in SMN by way of an initial public offering of shares in that company. The holding company’s shares were listed in October 2011 with 35 per cent. of its shares now held by the public and the remaining 65 per cent. held by the joint venture partners. The Group’s shareholding in the company following completion of the offering is 30.9 per cent.

0080292-0000130 ICM:13868868.8 143 01/12/11 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 seeks 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. As at 30 September 2011, Azaliya had eight municipal contracts and two industrial contracts serving more than eight million customers in the MENA region.

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 significantly reduces traditional air conditioning costs. Tabreed operates 52 plants across the GCC. Tabreed’s shares are listed on the Dubai Financial Market.

Towards the end of 2009, in response to the impact of the global macro-economic downturn and an unprecedented decline in regional real-estate market conditions, Tabreed undertook a comprehensive strategic review of its business, liquidity requirements and capital structure under the guidance of its new senior management team. Following the review, a comprehensive recapitalisation programme was formulated to address the issues facing Tabreed that were restricting its ability to raise new capital and to grow its business and Tabreed entered into discussions with strategic investors (including the Company) to provide the long-term capital necessary to support the development of Tabreed’s business.

On 1 April 2011, Tabreed announced the completion of negotiations with its lenders and holders of its mandatory convertible bonds. As part of the negotiations, the Group exchanged its holding of AED 530.8 million mandatory convertible bonds issued by Tabreed for 131.1 million new shares in Tabreed, subscribed for AED 1.7 billion in new mandatory convertible bonds and agreed to make an AED 1.4 billion subordinated convertible loan facility available to Tabreed. Following delivery of the shares pursuant to the exchange, the Company currently owns approximately 25.7 per cent. of the share capital of Tabreed. The conversion of the new mandatory convertible bonds and the subordinated convertible loan facility would substantially increase that ownership percentage in the future.

SKH

SKH is a joint venture between Algerian Utilities, 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, which in turn holds a 51.0 per cent. interest in SKH.

Other Aluminium Projects

In addition to EMAL, the Group is pursuing a number of other aluminium industry-related projects, including an 8.3 per cent. interest in the Sangaredi alumina refinery project in Guinea in partnership

0080292-0000130 ICM:13868868.8 144 01/12/11 with BHP Billiton, Global Alumina of Canada and DUBAL, which is still at an early stage of development.

Mubadala Real Estate & Hospitality

The Mubadala 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 355.9 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 Abu Dhabi Urban Framework Plan. See “Relationship with the Government—Abu Dhabi’s Development Strategy—Urban Framework Plans” for a brief overview of the Abu Dhabi 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 two luxury hotels 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 Mubadala Real Estate & Hospitality business unit benefits from the Group’s relationships with Aldar, a leading property development company in Abu Dhabi; John Buck, a leading commercial real estate developer based in Chicago; and The 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 “—Mubadala Capital—Other Investments”.

For the six months ended 30 June 2011, the Mubadala Real Estate & Hospitality reporting segment (which corresponds to the Mubadala Real Estate & Hospitality business unit) generated a segment operating loss of AED 381.7 million and recorded a segment loss of AED 806.3 million. As at 30 June 2011, the Mubadala Real Estate & Hospitality reporting segment had total assets of AED 12,955.1 million, equal to approximately 7.6 per cent. of the Group’s total assets.

The table below shows certain information regarding the principal joint ventures within the Mubadala Real Estate & Hospitality business unit as at 30 June 2011:

Percentage Consolidation Name Description Ownership Method John Buck International ...... Real estate development, leasing and 100.0 Full management services consolidation Capitala...... Real estate master planner and developer 51.0 Equity method Viceroy Hotel Group ...... Hotel management 50.0 Equity method Gulf Related ...... Development, leasing and management of 50.0 Equity method the proposed Sowwah Square retail mall

Principal Real Estate Projects

0080292-0000130 ICM:13868868.8 145 01/12/11 The business unit seeks to undertake real estate projects as land owner and investor and employs a team of approximately 50 professionals 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 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, including those 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 John Buck (49.0 per cent.), in which the Group has a 24.9 per cent. stake. John Buck International provides real estate development and asset management services to the Group and third parties, but does not invest in the real estate projects. In April 2011, the Group purchased the remaining 49.0 per cent. shareholding of John Buck in John Buck International.

• 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 South East 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.

• Gulf Related. In December 2010, the Group entered into a 50/50 joint venture with Gulf Related Mena Investment LLC relating to the development, leasing and management of the more than 30,000 square metres of retail and food and beverage space within the areas beneath Sowwah Square, and the two proposed hotels flanking Sowwah Square on Sowwah Island, Abu Dhabi.

The Group’s principal ongoing real estate and hospitality projects and investments in Abu Dhabi are the Sowwah Island, Sowwah Square, Arzanah, Four Seasons 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 Abu Dhabi Urban Framework Plan contemplates that Sowwah Island, which comprises approximately 12.6 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 0.9 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 7.05 billion project which is being developed by the Group. The Group plans to lease the office space to tenants under five- to 15-year leases with more than 25 leases signed as at 31 October 2011. Construction of Sowwah Square

0080292-0000130 ICM:13868868.8 146 01/12/11 commenced in the second half of 2007 and the first components of the project were completed in March 2011, with the first tenants taking possession of their premises in April 2011.

On 4 July 2010, the Group entered an agreement with Oger Abu Dhabi (OAD) in relation to, among other matters, completion of the Sowwah Square project (the Incentive Agreement). Pursuant to the Incentive Agreement, the Group loaned the sum of AED 470 million to OAD to incentivise OAD to complete the works for Sowwah Square within agreed timescales on an asset by asset basis. Upon successful completion of the works in respect of the relevant assets, OAD will be entitled to reduce the amount of the loan re-payable to the Group, such that if all assets are completed in accordance with the requirements of the Incentive Agreement, the minimum amount of loan re-payable to the Group will be AED 150 million. The loan is currently repayable at any time on demand.

In 2009, the Group commenced marketing for sale plots of land in Sowwah Island for development by third parties. 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 in existing buildings as well as rights of usufruct over existing buildings or musataha over the underlying land.

Arzanah

Arzanah is an approximately 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. Key residential areas of Arzanah are being developed by Capitala. Upon completion, Arzanah is expected to include a significant retail development, a range of community sports facilities, including an ATP-standard international tennis complex, a bowling centre, an ice rink, an aquatic centre, two international schools and a sports medicine healthcare facility. The Arzanah project 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 PJSC (Abu Dhabi Finance) (in which the Company has a 52.0 per cent. stake, see “—Mubadala Services Ventures—Financial Services—Abu Dhabi Finance”), which established the general framework of a finance agreement that was put in place in 2009 in order to provide buyers in the Arzanah project with financing options. Ownership/development responsibility of the sports medical facility, retail facility and certain leisure facilities on the Arzanah site is expected to 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, through its 31.0 per cent. holding in Iskandar (Holdings) Company Ltd, has an effective 18.6 per cent. stake in this development project. 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 between U.S.$800 million and U.S.$900 million and spans an area of 1,544 acres. The project is expected to be funded largely through a combination of additional shareholder equity, land sales and third-party project finance although a range of funding options are currently being considered. In May 2010, the project company, Global Capital and Development SDN BHD, entered into a Malaysian ringgit (MYR) denominated debt facility with a syndicate of lenders in an amount of MYR 750 million. The facility is divided into three tranches, the first of which has been fully funded in an amount of MYR 375 million and the remaining two have been substantially drawn.

0080292-0000130 ICM:13868868.8 147 01/12/11 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, the Middle East and Asia. 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 the Maldives and Abu Dhabi. The Group’s initial joint venture partner in the Viceroy Hotel Group was the investor group that controls the Kor Group, a privately-held real estate development and management firm based in Los Angeles. In August 2010, two of the three members of this investor group sold their interests in the Viceroy Hotel Group to a third party. The third investor, the chief executive officer of Viceroy Hotel Group, retained his stake. 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. In March 2010, the Group acquired a 63.3 per cent. interest in Vagaru Holdings Pvt Ltd, a company based in the Maldives and holding the lease interest in and development rights for an island resort in the Maldives, which is intended to be operated by Viceroy Hotel Group. In May 2011 the Group announced that the luxury resort developed by Vagaru Holdings Pvt. Ltd, Viceroy Maldives, would open in September 2011, however, owing to construction delays, the currently anticipated opening date is November 2011. Additional shareholder funding was required, and U.S.$15.3 million has been contributed by the Group since 30 June 2011.

Four Seasons Abu Dhabi

In April 2010, the Group announced the proposed development of a luxury business hotel on Sowwah Island adjacent to Sowwah Square in partnership with Four Seasons Hotels and Resorts (Four Seasons). This hotel is expected to be the first hotel in the UAE that will be operated and managed by Four Seasons. The hotel is expected to comprise 190 rooms and 125 residences. Construction is expected to commence in 2012 and to be completed in 2014.

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 is expected to be operated on behalf of the Group by Rosewood Hotels & Resorts, an operator of ultra-luxury hotels in the Middle East and around the globe. Construction commenced in August 2009 and is expected to be completed by mid 2012.

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 Group 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.

Mubadala Infrastructure

The Mubadala Infrastructure business unit is responsible for developing, investing in, owning and operating concession-based infrastructure projects predominantly through PPPs in education, health,

0080292-0000130 ICM:13868868.8 148 01/12/11 transportation and other Government-related social infrastructure sectors. 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 into construction contracts and facilities management services agreements in conjunction with long-term concession-based agreements with the Government to use 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 receives rental income and a service charge for the facilities management services provided. At the end of the project 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 Mubadala 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 Mubadala Infrastructure business unit formed part of a combined Infrastructure and Services business unit. The Infrastructure and Services business unit was separated into the Mubadala Infrastructure business unit and the Mubadala Services Ventures business unit in response to the diverging development strategies of the two business units.

For the six months ended 30 June 2011, the Infrastructure reporting segment (which corresponds to the Mubadala Infrastructure business unit) generated segment operating income of AED 550.6 million and recorded a segment loss of AED 26.7 million. As at 30 June 2011, the Infrastructure reporting segment had total assets of AED 9,321.0 million, equal to approximately 5.5 per cent. of the Group’s total assets.

The table below shows certain information regarding the principal businesses within the Mubadala Infrastructure business unit as at 30 June 2011:

Percentage Accounting Name Description Ownership Treatment Al Hikma ...... UAE University campus development 100.0 Full consolidation Manhal...... Sorbonne University campus development 67.0 Full consolidation 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. The new campus is 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

0080292-0000130 ICM:13868868.8 149 01/12/11 Hikma, a wholly-owned subsidiary of the Company, was created to manage the project on a build, own, operate and transfer basis. The new campus was developed in four separate phases. Construction commenced in December 2006. Handover of the first two phases took place on 30 June 2009, handover of the third phase took place in December 2010 and handover of the final phase took place in July 2011. Al Hikma has contracted with Khadamat Facilities Management Company LLC, a joint venture between the Group and Serco Holdings Ltd., to operate the facility. The project required total funding of AED 2.4 billion.

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 Sorbonne University Abu Dhabi. The new campus site on Al Reem Island covers an area of ten hectares and contains 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 as at 31 December 2010, 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. The new campus was developed in two phases. Construction commenced in May 2008. Handover of the first phase took place on 30 August 2009 and handover of the second phase took place on 14 August 2010. The project required total funding of AED 1.4 billion. In April 2011 the Company completed the sale of 49 per cent. of Manhal to Mubadala Infrastructure Partners, a joint venture between the Company, Credit Suisse and General Electric, in which the Company has a 33 per cent. interest.

Zayed University Campus Development

The Group has entered into a 25-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 approximately 75 hectares and contains academic buildings, recreation facilities and limited residential accommodation to cater for 6,000 students as well as related faculty and support staff. 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 aggregating approximately U.S.$1 billion, with the remaining portion of the required 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 was developed in a single phase. Construction commenced in November 2008 and handover of the full campus took place in July 2011. The project required total funding of AED 4.0 billion.

Other Projects

The Mubadala 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 on Saadiyat Island. Site development is ongoing and construction is scheduled to be completed in the first quarter of 2014. Al Futtaim Carillon (Abu Dhabi) LLC has been appointed as the Design & Build Contractor and Serco Limited has been identified as the preferred bidder for the facility management operator services. The campus is expected to include classroom, library and information technology facilities; laboratories; student, faculty and staff housing; and athletic and performance facilities.

0080292-0000130 ICM:13868868.8 150 01/12/11 Mubadala Services Ventures

The Mubadala Services Ventures business unit is responsible for developing new business ventures in services-based sectors to support the development and diversification of Abu Dhabi’s economy. The business unit currently focuses on building scalable regional business platforms based in Abu Dhabi in three distinct segments: financial services; transportation and logistics; and defence (non- aerospace), 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 develop 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. It also intends to optimise performance by encouraging operational excellence and sound business governance in its portfolio of businesses.

Until May 2008, the Mubadala Services Ventures business unit formed part of a combined Infrastructure and Services business unit. The Infrastructure and Services business unit was separated into the Mubadala Infrastructure business unit and the Mubadala Services Ventures business unit in response to the diverging development strategies of the two business units.

For the six months ended 30 June 2011, the Services Ventures reporting segment (which corresponds to the Mubadala Services Ventures business unit) generated segment operating income of AED 165.2 million and recorded a segment profit of AED 4.0 million. As at 30 June 2011, the Services Ventures reporting segment had total assets of AED 1,938.9 million, equal to approximately 1.1 per cent. of the Group’s total assets.

The table below shows certain information regarding the principal investments held by the Mubadala Services Ventures business unit as at 30 June 2011:

Percentage Accounting Name Description Ownership Treatment Abu Dhabi Finance ...... Mortgage finance 52.0 Full consolidation Dunia Finance...... Consumer finance 31.0 Equity method MPREI...... Real estate investment 50.0 Equity method management company Abu Dhabi Terminals ...... Port terminal operator 33.3 Equity method Eships ...... Ship investment and operating 50.0 Equity method company LeasePlan Emirates ...... Fleet management and vehicle 51.0 Equity method leasing Agility Abu Dhabi...... Logistics 36.5 Equity method Al Taif...... Maintenance, repair and overhaul 100.0 Full consolidation services for heavy tracked and wheeled vehicles Bayanat...... Mapping and surveying 100.0 Full consolidation

Financial Services

Abu Dhabi Finance

In early 2008, the Group entered into a joint venture, initially with ADCB, Aldar, Sorouh Real Estate PJSC and TDIC, to establish Abu Dhabi Finance as a mortgage lender offering home loans in Abu Dhabi. The Company initially owned 20.0 per cent. of Abu Dhabi Finance and subsequently acquired

0080292-0000130 ICM:13868868.8 151 01/12/11 all of TDIC’s share as well as certain shares from the other joint venture participants and, as a result, has increased its shareholding to 52.0 per cent. Abu Dhabi Finance launched its operations in November 2008 with total capital contributions of AED 500 million, and plays a key support role in helping Abu Dhabi meet its long-term goals of sustainable economic growth by financing demand for real estate.

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 14.7 per cent. interest) and A.A. Al Moosa Enterprises LLC, a Dubai-based investment company, 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 related services, focusing on the mass affluent retail and small business segments in the UAE. Dunia Finance is also permitted to accept deposits from corporate customers. Dunia Finance has introduced to the UAE the unique, customer-centric, business model developed by Fullerton across key Asian countries and is looking to capitalise on the growth of what the Group believes to be an under-served consumer lending segment in the UAE. Dunia Finance has entered into a number of strategic alliances with institutions such as MasterCard, du, National Bank of Abu Dhabi and certain universities to offer products and services to its customers. Dunia Finance has branches and centres operational across Abu Dhabi, Dubai and Sharjah.

MPREI

In June 2010, the Company entered into a joint venture agreement with Pramerica Real Estate Investors, the real estate investment and advisory business of U.S.-based Prudential Financial, Inc., for the establishment of a real estate investment management company based in Abu Dhabi. Subject to receiving the required antitrust approvals and regulatory authorisations, the joint venture company, named Mubadala Pramerica Real Estate Investors (MENA) Limited (MPREI), will initially raise capital from regional and international investors to fund and invest in real estate projects in Abu Dhabi and other regional as well as global markets. Over time, MPREI is expected to offer products across the entire spectrum of real estate segments, serving institutional investors in the United States, Europe, Asia and the Middle East, along with products tailored for family offices and high net worth investors from the region. Mubadala Pramerica Real Estate Investors Limited (a wholly-owned subsidiary of MPREI) has been established as the operating entity for the funds, and received its Securities Investment Business License from the Cayman Island Monetary Authority in June 2011.

Mesirow Joint Venture

In December 2010, the Company entered into a joint venture agreement with Mesirow Financial, a diversified financial services company based in Chicago, for the establishment of a specialised investment management company in currency and commodity risk and investment management and advisory based in Abu Dhabi. Subject to formation of the joint venture company and receiving the required regulatory authorisations, the joint venture intends to initially offer tailored solutions and strategies to UAE-based institutional investors and high net worth individuals to manage actively or passively risk for currencies and commodities. The joint venture intends also to specialise in developing alpha strategies for currency and commodities for target investors in the region. Over time, the joint venture is expected to offer multi-strategy solutions serving institutional investors in the GCC, the Middle East and South East Asia, along with products tailored for family offices and high net worth investors from the region.

0080292-0000130 ICM:13868868.8 152 01/12/11 Transportation and Logistics

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 143,000 square metres of covered warehousing space and cold storage facilities with a capacity of 20,000 tonnes. On 1 January 2008, the Group sold 50.0 per cent. of Abu Dhabi Terminals to a Government-owned entity. In January 2010, the Group sold 25.0 per cent. of Abu Dhabi Terminals to Mubadala Infrastructure Partners and, as a result, the Group now owns 33.3 per cent. of Abu Dhabi Terminals.

Eships

Eships was established in 1996 as a ship investment company based in Abu Dhabi and has since evolved into a regional operator and industrial carrier. Eships currently owns (wholly or partially), operates or commercially controls a total of 23 vessels, including nine chemical tankers, six medium range tankers, six bulk carriers and two small liquid petroleum gas tankers. Eships provides charter vessels and shipping services and has long-term contracts with major industrial companies in the GCC, such as EMAL and Emirates Steel Industries, and long-term employment contracts with major oil companies such as Total and Statoil. Eships’ cargo contracts include transporting approximately one million tons of alumina to the UAE annually for EMAL and a similarly substantial annual transportation of raw materials for Emirates Steel Industries. Eships plans to continue to grow its fleet in the product tanker and dry bulk segments to resource its cargo contracts and expand its regional business. 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 InvestAD (Abu Dhabi Investment Company P.J.S.C.).

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 in Abu Dhabi 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 approximately 1,700 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 Abu Dhabi Airports Company, Dolphin Energy, Technip, Atlas Telecom and EMAL.

Agility Abu Dhabi

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 logistics park facility has been planned to include a 40,000 square metre state-of-the-art environmentally controlled warehouse facility (an expansion on the 8,500 square metres of warehouse currently leased) and a 120,000 square

0080292-0000130 ICM:13868868.8 153 01/12/11 metre open yard storage for bulk cargo. The first phase of this development, the levelling and compacting of the land and the creation of an open yard storage facility has been completed. The warehouse facility is expected to be commercially operational by the end of 2011. Agility Abu Dhabi handles both container and bulk cargo for distribution within Abu Dhabi and the rest of the UAE.

Defence

Al Taif

Al Taif was established as a wholly-owned subsidiary and launched by the Company in December 2006 as a UAE-based 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 December 2006, 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.

Bayanat

Bayanat is an Abu Dhabi-based company that commenced operations in October 2010 as a mapping, surveying and geospatial information solutions provider. Bayanat was established through the corporatisation of the UAE Armed Forces Military Survey Department with the strategic goal of becoming the leading entity in the UAE in mapping, surveying and innovative geospatial solutions. Bayanat offers its services to the UAE Armed Forces, government entities and the private sector. A five-year comprehensive services contract between Bayanat and the General Headquarters of the UAE Armed Forces was signed in April 2010 and the transfer of assets, data and staff from the Military Survey Department to Bayanat was completed in September 2010.

Mubadala Aerospace

The Mubadala Aerospace business unit is responsible for investing in, and actively managing, assets with a primary focus on creating an aviation and aerospace industry in Abu Dhabi by bringing aerospace-related technologies and facilities to Abu Dhabi. It 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. The Mubadala Aerospace business unit’s strategy also includes the training of UAE nationals to manage and lead Abu Dhabi’s aerospace industry. Each aerospace investment seeks to develop capabilities or bring to the UAE new skills or functions.

The Mubadala Aerospace business unit is focused on four core areas:

• aviation MRO;

• the manufacture of aero structures;

• flight training; and

• the original equipment manufacturing market.

Until November 2008, the Mubadala Aerospace business unit and the Mubadala Information & Communications Technology business unit formed a single Aerospace and Technology business unit which was then separated into distinct business units to enable greater focus on each element.

0080292-0000130 ICM:13868868.8 154 01/12/11 For the six months ended 30 June 2011, the Aerospace reporting segment (which corresponds to the Mubadala Aerospace business unit) generated segment operating income of AED 2,799.6 million and recorded a segment loss of AED (473.7) million. As at 30 June 2011, the Aerospace reporting segment had total assets of AED 12,935.8 million, equal to approximately 7.6 per cent. of the Group’s total assets.

The table below shows certain information regarding the principal businesses within the Mubadala Aerospace business unit as at 30 June 2011:

Percentage Accounting Name Description Ownership Treatment SR Technics ...... Aviation MRO services 70.0 Full consolidation ADAT...... Aviation MRO services 100.0 Full consolidation Sanad...... Component and engine financing and 100.0 Full consolidation leasing AMMROC...... Military aviation MRO services 60.0 Equity method Strata ...... Composite aero structures manufacturer 100.0 Full consolidation Horizon...... Flight academy 100.0 Full consolidation Piaggio Aero ...... Aircraft engine and flight components 31.5 Equity method manufacturer

The Aviation MRO Network

The Group’s aviation MRO network consists of four key assets, SR Technics, ADAT, AMMROC and Sanad Aero Solutions GmBH (Sanad), each of which is described further below. Since acquiring ADAT, the Mubadala Aerospace business unit has expanded ADAT’s capabilities both through developing relationships with OEMs and by leveraging SR Technics’ existing know-how. In December 2009, the Group formed Sanad, a wholly-owned component and engine leasing company which, through its collaboration with the Group’s aviation MRO companies, is expected to enhance their respective businesses. In March 2010, ADAT contributed its military aircraft business into AMMROC, a joint venture with Sikorsky Aircraft Corporation (Sikorsky), a subsidiary of United Technologies Company. In December 2010, Lockheed Martin Corporation (Lockheed Martin) acquired 20 per cent. of the joint venture. AMMROC intends to become a leading provider of military aviation MRO services in the region and is currently focused on its principal customer, the UAE Air Force. The transfer allows ADAT to focus on its core business of commercial aviation MRO services, while still benefiting from a majority equity position in AMMROC.

SR Technics

SR Technics is a leading independent provider of commercial aviation 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 Technics’ major clients include Swiss International Airlines, easyJet, Air Berlin, Thai Airways, Etihad and Virgin Australia. The company provides its services either directly to airlines or through third parties such as aircraft leasing companies, OEMs or component trading companies. SR Technics supports more than 700 aircraft and operates more than 330,000 square metres of aviation MRO facilities, with principal hangars at Zurich airport. In addition, since September 2010, SR Technics has operated a two-bay hanger at Malta Airport. SR Technics also has a network of line maintenance stations at 12 locations across Europe, and operates component logistics centres at London (Heathrow) and Zurich airports. In 2008, the Group recorded an AED 288.5 million impairment loss on its investment in SR Technics (although in 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

0080292-0000130 ICM:13868868.8 155 01/12/11 Operations of the Group—Results of Operations—Comparison of 2010, 2009 and 2008—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 approximately CHF 290 million 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’ need determined in accordance with certain EBITDA and cash coverage ratios), approximately 70 per cent. of which had been provided at 31 December 2010. 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). The amount of the deferred consideration is calculated based on a pre-determined percentage of any excess over the Group’s estimated internal rate of return for its investment in SR Technics and, in any event, the deferred consideration cannot exceed U.S.$100 million.

ADAT

ADAT, a wholly-owned subsidiary of the Group, is a leading provider of aviation MRO services for the commercial aviation industry in the UAE. During 2007, the Group received indications from the Government of Abu Dhabi, the owner of 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 ADAT.

ADAT’s main facilities and operations are at Abu Dhabi International Airport, occupying 570,000 square metres with hanger cover of approximately 65,000 square metres, including a three-bay A380 size hangar. Line stations operate at four other airports within the UAE. Positioned as a total care provider, ADAT offers a wide range of integrated aviation MRO solutions on the majority of Airbus and Boeing aircraft platforms including airframe services, engine services, component services, supply chain services and technical services. Key ADAT customers include Etihad, Fly Dubai, Thomas Cook, Onur Air, Transaero, Kingfisher and Air Arabia.

The Mubadala Aerospace business unit has been actively engaged in building capabilities in ADAT with the goal of transforming it into a leading aviation MRO company in the region. In June 2009, the Group announced that agreements had been entered into with GE to provide technical support and services to the Group, including ADAT and SR Technics. Under the terms of the agreements, ADAT is set to become an aviation MRO network provider for GEnx-1B and GEnx-2B engines covering the MENA region. The Group will also become a member of GE’s MRO network of On-Wing Support service providers, primarily focused on the GE90 (and subsequently the GEnx) engines. In 2010, ADAT also expanded its engines capabilities by entering into definitive agreements with IAE International Aero Engines AG (IAE) regarding the provision of reasonable levels of support to allow ADAT to become an IAE approved aviation MRO provider capable of performing overhaul of the V2500 engines including disassembly into piece parts, repair of piece parts, reassembly and test.

In 2011, the Group further expanded its relationship with OEMs by announcing the execution of agreements with component maker Hamilton Sundstrand Corporation. These agreements allow ADAT to expand its maintenance capabilities to cover avionics and mechanical components. ADAT continues to be in discussions with other OEMs in order to continue to successfully expand its capabilities.

0080292-0000130 ICM:13868868.8 156 01/12/11 Sanad

At the end of 2009, the Group established a wholly-owned subsidiary, Sanad, to provide financing solutions, leasing programmes and management of spare components and engines to the global airline industry, with a principal focus on customers of SR Technics and ADAT. Sanad provides a broad range of new capital solutions for component and spare engine assets held by commercial airlines and industry service providers and, by enabling ADAT and SR Technics to expand their product offerings and overall relationship with their customer base, is an important component in the Group’s establishment of a vertically integrated aerospace business. To date, Sanad has invested in excess of U.S.$210 million in engines and components. Its major customers include Etihad, Air Berlin and Virgin Australia.

AMMROC

In March 2010, the Group signed a joint venture agreement with Sikorsky to establish AMMROC, a company that will provide aviation MRO services in Abu Dhabi. In December 2010, Lockheed Martin acquired 20 per cent. of the joint venture, resulting in AMMROC being 60 per cent. owned by ADAT and 20 per cent. owned by each of Sikorsky and Lockheed Martin. AMMROC was established in close collaboration with the General Headquarters of the UAE Armed Forces to support a wide range of logistics maintenance capabilities for the UAE Air Force fixed and rotary wing platforms. AMMROC is expected to enhance fleet readiness and meet the growing demands of the UAE Air Force and regional military air forces. Prior to completion of the new AMMROC complex at the international airport in A1 Ain, AMMROC will share existing ADAT facilities and support staff. Under the terms of the joint venture agreement, the Group has committed up to approximately U.S.$615 million in cash and in-kind contributions, with each of its partners, Sikorsky and Lockheed Martin, committing to make contributions up to a fixed amount in line with their pro rata interests. In October 2011, AMMROC and the General Headquarters of the UAE Armed Forces entered into a master agreement under which AMMROC will provide a full range of MRO sustainment services to the UAE Air Force. The contract will start to transition from a services to a performance based logistics arrangement after a period of 24 months.

Aero Structures

The second pillar of the Mubadala Aerospace business unit’s strategy centres on aero structures. In particular, the business unit aims to bring advanced composite aero structures capability to the UAE through its new aerospace composite company, Strata. The Mubadala Aerospace business unit seeks to leverage its and the Government’s close relationships with leading OEMs, including in particular the European Aeronautic Defence and Space Company N.V. (EADS), in developing Strata’s business plan.

Strata

Strata intends to focus on the manufacture of advanced composite aero structures and to become a leading company in this area by 2020. In July 2010, the first phase of Strata’s manufacturing capacity was commissioned and certified for the production of airframe composite structures. The facility utilises high technology capabilities coupled with operational concepts that are intended to provide cost effective and high quality products to its customers. The investment in the first phase was approximately U.S.$225 million. Subsequent phases are expected to be designed and commissioned in the period to 2015 with a currently envisaged total investment in excess of U.S.$500 million.

Supported by Abu Dhabi’s strong procurement strategy for new transport aircraft from major OEMs, Strata has been able to leverage partnerships with EADS, Airbus, FACC AG and Alenia Aeronautica S.p.A. that have provided expertise, technology transfer, intellectual property, training, and the transfer of work packages of increasing complexity valued in excess of U.S.$1.5 billion. Strata’s

0080292-0000130 ICM:13868868.8 157 01/12/11 current focus is on the design and manufacture of wings and empennages for large single and twin aisle transport aircraft and deliveries to aircraft assembly production lines in Europe commenced in October 2010.

Strata currently employs over 400 people and expects to continue to grow significantly. Strata intends to recruit, develop and train a workforce from both within the UAE and abroad. Partnerships have also been formed with national and international educational institutions to achieve this goal.

Flight training

The third pillar of the Mubadala Aerospace business unit’s strategy is flight training. The aim is to become a leading flight training organisation by providing best-in-class beginner, intermediate and advanced flight training to both military and civilian customers in the region and beyond. The Group’s initial investment in this area was the establishment of Horizon.

Horizon

Horizon was established in 2003 and pioneered both civil and military helicopter pilot training in the Middle East. Horizon also offers fixed wing pilot training. Located at Al Ain International Airport, Horizon is a leading flying training organisation in the region. Horizon’s client base includes Etihad and the UAE defence and police sectors. Horizon follows the European Aviation Safety Agency (EASA) (formerly the Joint Aviation Authority (JAA)) curriculum and is approved by the UAE General Civil Aviation Authority (GCAA). The academy has graduated more than 480 pilots since its inception.

Original Equipment Manufacturing

The final pillar in the Mubadala Aerospace business unit’s strategy is, over the long-term, to become a complete OEM of aircraft, with aircraft being engineered, designed and made in the UAE. One of the Group’s initial investments in original equipment manufacturing was its acquisition of a significant stake in Piaggio Aero.

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 the year ended 31 December 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 2010, 2009 and 2008— Impairment Losses”. Piaggio Aero is currently undergoing a restructuring process with the goal of returning the company to profitability by 2012. Piaggio Aero’s existing €200 million medium-long term debt facility is non-recourse to the Group. With effect from December 2009, Piaggio Aero secured more favourable operating income-based debt covenants as well as reduced debt service coverage ratio requirements from its bank group in relation to that facility.

Mubadala Information & Communications Technology

The Mubadala 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

0080292-0000130 ICM:13868868.8 158 01/12/11 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 HP Enterprise Services (HPES) 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 November 2008, the Mubadala 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 Mubadala Aerospace business unit and the Mubadala Information & Communications Technology business unit to enable greater focus on each element.

For the six months ended 30 June 2011, the Information & Communications Technology reporting segment (which corresponds to the Mubadala Information & Communications Technology business unit) generated a segment operating loss of AED 187.4 million and recorded a segment loss of AED 387.2 million. As at 30 June 2011, the Information & Communications Technology reporting segment had total assets of AED 13,145.5 million, equal to approximately 7.7 per cent. of the Group’s total assets.

The table below shows certain information regarding the principal businesses within the Mubadala Information & Communications Technology business unit as at 31 December 2010:

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 19.7 Available for sale EMTS ...... Telecommunications provider 30.0 Equity method

Yahsat

Yahsat is a satellite communications company and was incorporated by the Company in January 2007. Yahsat’s strategy is to 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 are 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. Yahsat’s first satellite, Yahsat 1A was launched in April 2011, Yahsat’s second satellite, Yahsat 1B, is scheduled to be launched in early 2012.

In 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.

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

0080292-0000130 ICM:13868868.8 159 01/12/11 through systems integration to outsourcing of IT or business functions. Injazat is a joint venture between the Company (60.0 per cent.) and HPES (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, the Abu Dhabi Water and Electricity Authority (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 19.7 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. At 30 June 2011, du had more than 4.8 million subscribers, which it estimates to be a market share of approximately 43 per cent. In April 2010, du announced an AED 1 billion rights issue, which was approved by the company’s shareholders in an extraordinary general meeting held on 18 May 2010 at an issue price of AED 1.75 per new share. The Group purchased its full entitlement of shares in the issue, thus maintaining its 19.7 per cent. equity interest in du.

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. The Company initially held 50 per cent. of its interest in EMTS beneficially for a third party but, in the first half of 2010, acquired that beneficial interest and now beneficially owns its entire 30.0 per cent. stake in EMTS. In October 2008, EMTS launched mobile services in Nigeria and is currently one of four mobile operators in the country with a subscriber base in excess of 7.9 million subscribers at 30 June 2011. In December 2010, EMTS acquired the 3G license in Nigeria. In March 2011, EMTS entered into a medium term loan facility in an amount of approximately U.S.$650 million (consisting of Nigerian Naira 82,500,000,000 and U.S.$100,000,000) from a syndicate of Nigerian banks.

Mubadala Healthcare

The Mubadala Healthcare business unit invests in and develops projects intended to stimulate the private healthcare sector in Abu Dhabi.

Specifically, the Mubadala Healthcare business unit seeks to develop an integrated healthcare network, including hospitals, specialty centres of excellence, clinical support services and primary care/general practitioner clinics. The Group has partnered on certain projects with internationally recognised healthcare providers, such as Johns Hopkins Medicine International, Imperial College London and Cleveland Clinic.

The Group derives healthcare revenues primarily from the provision of medical services at its facilities. 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 Mubadala Healthcare business unit’s revenues is insurance-based or sourced from Government contracts. The Group intends to leverage its

0080292-0000130 ICM:13868868.8 160 01/12/11 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 2011, the Healthcare reporting segment (which corresponds to the Mubadala Healthcare business unit) generated operating income of AED 212.4 million and recorded a segment profit of AED 44.9 million. As at 30 June 2011, the Healthcare reporting segment had total assets of AED 2,056.9 million, equal to approximately 1.2 per cent. of the Group’s total assets.

The table below shows certain information regarding the principal businesses within the Mubadala Healthcare business unit as at 30 June 2011:

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. A similar facility has been developed in Al Ain and commenced operations in September 2011.

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. 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 2012 to a dedicated 45-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 Mubadala Healthcare business unit is undertaking or has recently completed a range of other projects. The Arzanah Medical Complex, which is expected to be operational in early 2012, will include the second phase of the Abu Dhabi Knee & Sports Medicine Centre, the 24-bed Wooridul Spine Centre operated by the Company’s subsidiary, Abu Dhabi Spine Centre LLC, 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. A satellite facility of the Wooridul Spine Centre opened in Dubai in March 2011.

0080292-0000130 ICM:13868868.8 161 01/12/11 The second and final phase of the National Reference Laboratory, developed in partnership with Laboratory Corporation of America Holdings, opened in September 2011. This new facility is intended to provide centralised facilities for laboratory testing for hospitals and other healthcare facilities in Abu Dhabi and the UAE. The first phase of this project, a small laboratory facility in Dubai, commenced operations in March 2010. In addition, the Tawam Molecular Imaging Centre located in Al Ain and operated by Johns Hopkins Medicine International commenced operations in June 2010. This is a state-of-the-art diagnostic facility including a PET/CT diagnostic body imaging system and a Siemens Cyclotron particle accelerator. A centre for providing health screening services for expatriate visa applications in the UAE commenced operations in early 2011.

Construction has also commenced on Cleveland Clinic Abu Dhabi, a 364-bed multi-specialty hospital in partnership with Cleveland Clinic, located on Sowwah Island, which is expected to become operational in 2013. The hospital has been designed, and is being constructed, to be capable of expansion in the future from the original 364-bed hospital to a 490-bed hospital. In March 2010, Aldar was engaged under a construction management agreement to manage the execution and delivery of this project. Cleveland Clinic Abu Dhabi is a project which the Government has requested the Group to run, see “Relationship with the Government—Relationship with the Government”.

Mubadala Capital

The Mubadala Capital business unit’s goal is to build a research-driven global alternative asset and investment management platform. The business unit also implements and manages certain strategic investments that do not fall within any of the other business units’ activities, including, in particular, Mubadala’s investment in GE stock and the Group’s existing fund investments. As with other Group activities, the Mubadala Capital business unit focuses on both the preservation of capital and long- term value creation.

The business unit’s investment strategy is based on value investing principles and the business unit seeks to identify and purchase securities in both the public and private markets which it believes to be priced attractively. Mubadala Capital became operational in February 2011.

For the six months ended 30 June 2011, the Corporate/Acquisitions reporting segment (of which Mubadala Capital forms a significant part) generated a segment operating loss of AED 309.3 million and a segment loss of AED 939.8 million. As at 30 June 2011, the Corporate/Acquisitions reporting segment had total assets of AED 40,774.2 million, equal to approximately 24.0 per cent. of the Group’s total assets.

The table below shows certain information regarding the principal businesses within the Mubadala Capital business unit as at 30 June 2010:

Percentage Accounting Name Description Ownership Treatment Mubadala GE Capital...... Global commercial finance 50.0 Equity method AMD ...... Provider of microprocessor solution 19.8 Available for sale and FVTPL

Mubadala GE Capital

In January 2010, Mubadala GE Capital, a joint venture with GE headquartered in Abu Dhabi, was granted a licence to operate as an investment company by the central bank of the UAE. 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 has 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

0080292-0000130 ICM:13868868.8 162 01/12/11 Herman, who has been a GE employee for 26 years, most recently as Chief Executive Officer of Equity, is chief executive officer of Mubadala GE Capital.

AMD

As of 30 June 2011, the Group held a 19.8 per cent. shareholding in AMD and warrants which entitle it to subscribe 35 million additional shares in AMD at a price of U.S.$0.35 million. These holdings were together valued at U.S.$990.8 million at 30 June 2011. AMD is a leading U.S.-based provider of innovative microprocessor solutions for the computing, communications and consumer electronics markets. The investments in AMD form part of a broader initiative of the Government to introduce semiconductor manufacturing capabilities to Abu Dhabi. See “—ATIC”.

Other Investments

The Group has made significant minority investments in several international and local 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 (which were not held in any of the other business units) as of 30 June 2011 include:

• a 0.72 per cent. shareholding in GE valued at U.S.$1,449.2 million as of 30 June 2011. This investment is being made as part of a wider co-operation with GE encompassing the Mubadala GE Capital joint venture, the establishment of a clean energy technology centre located in Masdar City as described under “—The Masdar Project”, co-operation in the aviation MRO field as described under “—Business Areas—Mubadala Aerospace—The Aviation MRO Network—ADAT” and the establishment of a leadership development centre for Abu Dhabi and the MENA region. The centre, known as Leadership Acceleration for Business, or LAB, provides a range of targeted personal and professional development programmes aimed at all levels of leadership, from early management through to senior leadership positions. The programmes are based on GE’s Crotonville curriculum and are customised to fit the cultural, business and environmental nuances of the region. In addition, the Group has announced its intention to become a significant shareholder of GE through open market share purchases over time;

• a 9.35 per cent. shareholding, valued at U.S.$1,027.9 million as of 30 June 2011, in Carlyle, a leading U.S.-based private equity company with approximately U.S.$153 billion in assets under management committed to 135 funds at 30 June 2011 (after giving effect to its acquisitions of AlpInvest Partners B.V. and Emerging Sovereign Group LLC on 1 July 2011) according to its website. The Group increased its interest in Carlyle in December 2010 through a U.S.$500 million subscription for additional equity and convertible notes. In October 2011, Carlyle redeemed U.S.$250 million of the convertible notes issued that were issued in December 2010. The remaining U.S.$250 million of convertible notes will convert into Carlyle shares upon the occurrence of an initial public offering of the Carlyle Group. In addition, the Group has also agreed to invest up to U.S.$600 million in funds managed by Carlyle;

• an 27.7 per cent. shareholding, carried at U.S.$454.7 million as of 30 June 2011, in Aldar, a leading property development company in Abu Dhabi. On 3 March 2011, the Company subscribed U.S.$762.2 million for a mandatory convertible bond issued by Aldar, which will convert at the market share price at conversion provided that the conversion price shall not exceed U.S.$0.626 and shall not be less than U.S.$0.476 per share. A minimum of U.S.$573.0 million of these bonds will be converted in December 2011, which is expected to increase the Company’s shareholding in Aldar to around 49 per cent.;

0080292-0000130 ICM:13868868.8 163 01/12/11 • an investment in convertible debt instruments, valued at U.S.$157.4 million as of 30 June 2011, issued by Related Mezz, and a right to co-invest in future real estate developments undertaken by The Related Companies, a leading privately owned real estate development firm in the United States. In addition, in January 2011, the Company made a U.S.$103.2 million commitment to the Related Real Estate Recovery Fund, which is managed by The Related Companies. As a result of the Company’s investment in Related Mezz described above and the rights it has under a strategic relationship agreement with The Related Companies, the Company now owns an indirect 9.7 per cent. profit share in the fund management business of The Related Companies and a 21.0 per cent. profit share in the general partner of the Related Real Estate Recovery Fund, as well as additional investment rights in future funds established by The Related Companies;

• a 9.15 per cent. equity stake in Raine, a merchant bank focused on advising and investing in the media, digital media, entertainment and sports sectors. Mubadala and Raine will seek to capitalise on emerging investment opportunities in these sectors and Mubadala has committed U.S.$100 million to Raine Partners I LP, a private equity fund managed by Raine, to advance that strategy;

• a 33.3 per cent. shareholding in Mubadala Infrastructure Partners Limited (MIPL), an Abu Dhabi-based private equity fund manager co-sponsored by the Company, Credit Suisse and General Electric. The Company also committed U.S.$50 million to MIPL’s first fund, Mubadala Infrastructure Partners L.P., which invests in infrastructure assets in the Middle East, North Africa and Turkey;

• an investment, valued at U.S.$114.6 million as of 30 June 2011, into a fund managed by the Verno Group focused on investments in the Russian and CIS capital markets. In consideration of its investment and certain other commitments, the Company also received a 25 per cent. interest in the Verno Group; and

• a 5.3 per cent. shareholding, valued at U.S.$387.1 million as of 30 June 2011, in First Gulf Bank. In February 2011 convertible securities issued by First Gulf Bank were converted by the Company into approximately 59.0 million shares, increasing the Group’s shareholding from 1.2 per cent. to 5.3 per cent.

In addition to the investments listed above, in November 2011, a wholly-owned subsidiary of the Company signed an agreement to invest U.S.$300 million for a 38.0 per cent. interest in EMI Music Publishing. The investment was made as part of a consortium which together is acquiring 100 per cent. of EMI Music Publishing. Sony / ATV will administer the business on a day-to-day basis on behalf of the consortium. The acquisition is subject to required regulatory approvals.

THE MASDAR PROJECT

The Masdar Project is being undertaken by Masdar and comprises a range of initiatives being carried out through Masdar’s four business units: Masdar City; Masdar Capital; Masdar Power; and Masdar Carbon. Masdar also operates the Masdar Institute of Science & Technology, each of which is further described below.

Property Development—Masdar City

Masdar City is a six square kilometre development next to Khalifa City on the outskirts of Abu Dhabi city, in a designated Free Zone (FZ) and investment zone area, intended to house 45,000 people. The land for Masdar City was granted to the Group by the Government in 2008 at no cost. The current near term plan is for Masdar to retain ownership of all developments and rent land and/or buildings to commercial tenants and their employees. Once critical mass has been achieved, Masdar City expects

0080292-0000130 ICM:13868868.8 164 01/12/11 to manage the assets in conjunction with the Mubadala Real Estate & Hospitality business unit with a view to maximising returns. The FZ is expected to accommodate up to 1,500 companies and will offer its tenants a package of incentives, including permission for 100.0 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, laboratories and clean technology clusters. 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.

In March 2011, Masdar entered into a series of agreements with Siemens as part of a strategic relationship, see “—Strategic Partnerships”. Among other things, Siemens has agreed to relocate its regional headquarters to Masdar City when the office space is completed in 2013. Masdar and Siemens have also agreed to develop power networks and building automation systems in Masdar City that will promote Masdar’s sustainability vision using Siemens technology and products. The strategic relationship agreements also anticipate a range of research and joint technology development initiatives related to smart grids and smart buildings, including funding by Siemens for research projects at Masdar Institute.

Masdar City has been designated as the 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 five phases. Construction commenced in 2008 on Phase 1 of the project, with the first six buildings, housing the Masdar Institute, completed in September 2010. The blueprint for Phase 1 is for a mixed-use development with office, retail, hotel and residential units and the Masdar headquarters building. Phase 1 is scheduled to be completed in 2020 and is expected to cost approximately U.S.$4.5 billion although the timing and final cost of Phase 1 will depend on market factors. Phase 1 works currently ongoing include an expansion of the Masdar Institute to more than double its size as well as the development of commercial office buildings and accommodation which have been pre-let to a number of tenants with both projects scheduled for completion in 2012. In addition, construction work has commenced on an up to 18,000 square metre building to house the new Siemens regional headquarters. Timing of the further four phases has not been set and will be driven principally by market demand.

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. There is also a proposed metro station to connect with the planned Abu Dhabi metro system. Local transportation will be provided by a public transport network within Masdar City. The city will also allocate space for soft transportation such as bicycles. In accordance with the Abu Dhabi Urban Framework Plan, the LRT and the metro system are expected to be designed and developed by the Abu Dhabi Department of Transportation.

In connection with Phase 1 of the project, Masdar subcontracted the construction of a ten megawatt solar power plant to Enviromena LLC. The plant cost approximately U.S.$50 million. Masdar has negotiated a power purchase agreement with ADWEC for the plant’s output with the necessary subsidy for the green tariff to be approved by the Executive Council. The agreement is awaiting final approval from the Ministry of Finance which will finance the renewable costs of the project.

0080292-0000130 ICM:13868868.8 165 01/12/11 Masdar Capital

The mandate of the Masdar Capital (formerly the Venture Capital, Technology and Strategic Partnerships) business unit is to establish strategic partnerships with leading global companies or government-sponsored institutions that bring long-term commercial value to Masdar. Typically, these partnerships involve transactions or agreements with two or more Masdar business units which, when considered as a whole, enable Masdar to achieve its targeted financial return. As an execution and implementation platform for key relationships or initiatives, the business unit identifies prospective partners, develops commercial cases, provides internal sponsorship, conducts overall transaction negotiation and maintains the lead relationship interface.

Masdar signed a long-term strategic partnership with Siemens AG in March 2011, which includes a collaboration to test smart grid applications and advanced building technologies at Masdar City, the establishment of Siemens’ Middle East headquarters at Masdar City, a research and development collaboration with Masdar Institute and cooperation in a carbon capture and storage FEED study in Abu Dhabi. The Siemens Middle East headquarters is expected to be located in a purpose built facility and to have a lease commencement date in the first quarter of 2013. The lease commitment is for a total of 10 years. Siemens will also provide up to €18 million in funding to Masdar Institute for research and development funding for smart grid and smart building technology as well as carbon capture and storage. Masdar has committed to acquiring a total of U.S.$54 million in Siemens technologies over a seven year period for implementation at Masdar City.

The business unit also develops and executes strategic initiatives that can turn into stand-alone commercial ventures. For instance, the business unit has developed and commenced an electric vehicle pilot project to test an electric vehicle-based point-to-point transportation solution for Masdar City.

Indirect investments in technology are carried out through venture capital funds that target expansion and growth stage companies in partnership with the private sector.

In 2007, Masdar launched the first Masdar Clean Tech Fund (Clean Tech Fund I) in partnership with select strategic investors. Masdar has invested U.S.$100 million as a limited partner in Clean Tech Fund I and has rights to 33.6 per cent. of the general partner economics as well as rights to 40.0 per cent of the fund LP economics. Clean Tech Fund I is 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 the solar, waste management, clean transportation, wind and efficiency sectors.

Masdar has launched a second Clean Tech Fund (the DB Masdar Clean Tech Fund) with Deutsche Bank AG and other participants. Co-managed by Masdar’s venture capital group and DB Climate Change Advisors (DBCCA), the DB Masdar Clean Tech Fund is a fund that aims to create a diversified venture capital and private equity portfolio that will include promising and pioneering clean technology and renewable energy companies. The DB Masdar Clean Tech Fund, closed at U.S.$290 million, will invest primarily in expansion and later stage companies in the clean energy (power generation and storage), environmental resources (water and waste management) and energy and material efficiency (advanced materials, building and power grid efficiency and enabling technologies) sectors. The initial investor group is led by Siemens and includes the Japan Bank for International Cooperation, Inpex Corporation, Nippon Oil Corporation, Development Bank of Japan, Mitsubishi Heavy Industries, Ltd. and GE.

0080292-0000130 ICM:13868868.8 166 01/12/11 Masdar Power

Masdar Power has assumed responsibility for the former Industries business unit’s investments in photovoltaic (PV) manufacturing technology and also invests in technology through direct investments and investments in specific technology projects.

PV Manufacturing Technology

Following the closure of Masdar’s Industries business unit, Masdar Power has taken over the responsibility for this unit’s investments in thin film PV manufacturing technology, which have been made through the construction of a wholly-owned thin film PV panel manufacturing plant (at a total commitment to date of approximately U.S.$335 million) in Erfurt, Germany, with a capacity of 40 megawatts per year which, it is envisaged, will grow to a capacity of 70 megawatts by the end of 2012. With the first phase of the Erfurt plant completed, Masdar Power is in the process of securing sales agreements for the 2011 production projected from the Erfurt plant. In December 2010, Masdar, its wholly-owned subsidiary Masdar MPV GmbH and Applied Materials Inc. entered into contracts which replaced the contracts for machinery and equipment for two thin film PV panel manufacturing plants that were to be delivered to Abu Dhabi with contracts that will upgrade the existing plant in Erfurt (from a single line to a tandem line plant) and deliver a second tandem junction line to Erfurt. Operationally, the focus is on cost reductions and developing operational excellence, and the development of sales and distribution channels in 2011 for the Erfurt plant.

Direct Technology Investments

In terms of direct technology investments, Masdar has invested €120 million in WinWinD, a Finnish wind turbine manufacturer with operations in Finland and India. The investment is in the form of convertible debt with €65 million invested in 2008, €40 million invested in 2009 and €15 million invested in 2010. The debt is convertible into shares representing approximately a 50.0 per cent. equity stake in WinWinD. For strategic reasons, in July 2010, Masdar requested repayment of the debt in accordance with its contractual entitlement and has agreed repayment terms in principle with WinWinD. Repayments commenced in March 2011. Masdar expects to retain the right to convert outstanding debt while any principal sums remain due.

Technology Project Investments

Masdar’s Power unit also invests in large-scale, capital-intensive energy projects.

In Abu Dhabi, supporting the goal of obtaining seven per cent. of the Emirate’s installed power from renewable sources by 2020, Masdar has commenced the construction of 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 project is being developed in partnership with a consortium between Total and Abengoa Solar with Masdar having a 60 per cent. interest. The partnership, Shams Power Company PJSC, has awarded a lump sum turnkey engineering, procurement and construction contract to the Spanish construction company, Abener UTE. The plant is expected to be one of the largest thermal solar power plants in the world. Masdar has agreed to sell the energy generated by the Shams 1 plant to ADWEC under a 25-year power purchase agreement. The cost of constructing the power plant is expected to be approximately U.S.$730 million and project financing in an amount of U.S.$600 million was agreed with certain commercial banks in March 2011. Construction began in July 2010 and the plant is expected to commence operations in mid 2012.

Masdar has completed the FEED stage of developing an integrated natural gas-fed, hydrogen-fuelled power generation project with carbon capture in Abu Dhabi. The project, if approved, will be 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

0080292-0000130 ICM:13868868.8 167 01/12/11 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 produce and sell approximately 2,000 gigawatt hours of electrical power per year to ADWEC and 1.7 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, but until Masdar can obtain certainty, both in relation to the pricing for, and the scheduling of, the offtake of the CO2, further development of this project has been put on hold.

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. The construction works for the onshore substation commenced in June 2009. Under the current timetable for the construction of the first phase (which is expected to involve 630 megawatts of installed capacity), the installation of the wind turbines will commence in the last quarter of 2011 and the first phase is expected to be completed in early 2013. Total capital expenditure for the project is forecast to be approximately £2.2 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 19.9 megawatt central tower power plant with thermal storage in Spain. The total investment in the Gemasolar project is approximately €240 million. Construction began in the fourth quarter of 2008 and commercial operation of the plant commenced in mid 2011. 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 parabolic trough plant with thermal storage. The two projects are estimated to involve a total investment of approximately €680 million. These projects are progressing on time and within budget.

Masdar Carbon

The Masdar Carbon unit specialises in developing projects that bring significant reductions in carbon emissions, in Abu Dhabi and globally. It focuses on industrial energy efficiency and clean fossil fuel projects. It also creates additional value by providing carbon monetisation services under international climate policy.

CDM solutions

Masdar Carbon seeks to provide value to industrial asset owners by monetising carbon emission reductions under the provisions of the United Nations-led Clean Development Mechanism (CDM) framework of the Kyoto Protocol. Masdar Carbon has a portfolio of projects with third parties to which it offers end-to-end solutions including carbon finance, project identification and management, technology sourcing project analysis and registration at the United Nations.

Masdar Carbon’s geographic focus under the CDM is the Middle East, Africa and Asia. Sector focus is on oil, gas and power, with specific emphasis on energy efficiency. Masdar’s CDM project portfolio includes a diversified range of projects focusing on gas flaring reduction, gas leakage reduction, combined heat and power, industrial CO2 recovery and solar power.

In addition, in May 2010 Masdar established, with E.ON AG, an equally owned joint-venture company, EMIC (E.ON-Masdar Integrated Carbon Company), which will focus on developing carbon

0080292-0000130 ICM:13868868.8 168 01/12/11 emission reduction projects globally. The joint venture will provide investment, project development services and carbon monetisation under international emission trading schemes. The joint venture will focus on developing energy efficiency projects with high carbon potential in the power generation and oil and gas sectors.

Carbon Capture and Storage—Abu Dhabi CCS Network

Masdar Carbon is developing a carbon capture and storage (CCS) project. It is anticipated that construction of this first project (which is currently estimated to cost approximately U.S.$280 million and will involve the capture of 0.8 million tons of CO2 per year from Emirates Steel Industries’ plant in the Mussafah area of Abu Dhabi) will be approved towards the end of 2012. The CO2 from the plant will be transported through a pipeline network and injected into Abu Dhabi’s reservoirs for enhanced oil recovery.

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 initiative. The Masdar Institute is a non-profit, operationally independent entity created under the same Law No. 22 as Masdar and was 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 research institutions and corporations. The Government is responsible for funding the operations of the Masdar Institute, which is a wholly-owned subsidiary of Masdar.

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 of 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.

0080292-0000130 ICM:13868868.8 169 01/12/11 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 infrastructure is implemented and maintained by Injazat, one of the Group’s portfolio companies. See “—Business Areas—Mubadala 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 from Aldar, 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.

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 semiconductor wafer manufacturing, aluminium smelting, solar panel manufacturing and real estate development.

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 “—The Masdar Project”. The Group has also implemented environmental management procedures at its Abu Dhabi Headquarters.

As at the date of this 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

0080292-0000130 ICM:13868868.8 170 01/12/11 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 under represented groups. The first project focuses on career guidance counselling. The second project targets vocational awareness.

0080292-0000130 ICM:13868868.8 171 01/12/11 MANAGEMENT AND EMPLOYEES OF THE COMPANY

MANAGEMENT

Board of Directors

Decree No. 11 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 term of the current Board has recently been renewed.

The Board currently comprises the seven directors listed below:

Name Title Term Expires His Highness Sheikh Mohamed bin Zayed Al Nahyan...... Chairman 2016 Mohammed Ahmed Al Bowardi...... Vice Chairman 2016 Hamad Al Hurr Al Suwaidi ...... Board Member 2016 Nasser Ahmed Khalifa Alsowaidi...... Board Member 2016 Abdulhamid Mohammed Saeed...... Board Member 2016 Mahmood Ebraheem Al Mahmood ...... Board Member 2016 Khaldoon Khalifa Al Mubarak ...... CEO and Managing Director 2016

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 for 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. 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 and Chairman of the Abu Dhabi Urban Planning 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, Chairman of the Western Region Development Council, Deputy Chairman

0080292-0000130 ICM:13868868.8 172 01/12/11 of the Board of Trustees of the Mohamed Bin Zayed Species Conservation Fund, Vice Chairman of Dolphin Energy, board member and Managing Director of the Environment Agency, board member of the UAE Offsets Programme Bureau, Union National Bank PJSC and ADWEA and member of the Abu Dhabi Urban Planning Council. In addition, Mr Al Bowardi is a member of the board of trustees of Abu Dhabi University.

Mr Al Bowardi holds a degree in History and Political Science from Lewis & Clark College, U.S.A.

Hamad Al Hurr Al Suwaidi

Mr Al Suwaidi’s principal responsibilities outside the Company are Chairman of the Abu Dhabi Department of Finance, Chairman of TAQA and board member of ADIA, ADWEA, Etisalat, IPIC and the Abu Dhabi Food Control Authority. He is also a member of the Supreme Petroleum Council and of the Abu Dhabi Executive Council.

Mr Al Suwaidi holds a Bachelor of Business Administration from the Dominican University and a Master of Business Administration in Finance from California State 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 Economic Development and Chairman of the Abu Dhabi Securities Exchange. He is also Chairman of the National Bank of Abu Dhabi PJSC, a board member of ADWEA, IPIC, Union Railway Company and ZonesCorp and a member of the Abu Dhabi Urban Planning Council.

Mr Alsowaidi holds a degree in Economics from the California State Polytechnic University, U.S.A.

Abdulhamid Mohammed Saeed

Mr Saeed’s principal responsibilities outside the Company are Managing Director of Reem Investments and Managing Director of First Gulf Bank PJSC.

Mr Saeed holds a B.Sc. degree in Business Administration.

Mahmood Ebraheem Al Mahmood

Mr Al Mahmood’s principal responsibilities outside the Company are CEO of Al Qudra Holding PJSC and Executive Chairman of ADS Securities LLC.

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 the Abu Dhabi Executive Council. He is Chairman of EMAL and Abu Dhabi Motorsport Management LLC and a board member of First Gulf Bank PJSC and Ferrari SpA. Mr Al Mubarak is also a member of the board of trustees of each of New York University, Zayed University, Masdar Institute of Science and Technology and the Golden Web Foundation as well as Co-Chairman of the Abu Dhabi Singapore Joint Forum and a member of La Fondation Mondiale INSEAD.

Mr Al Mubarak holds a degree in Economics and Finance from Tufts University, U.S.A.

0080292-0000130 ICM:13868868.8 173 01/12/11 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 Chief Legal 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.

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...... Chief Legal Counsel Suhail Mahmood Al Ansari...... Executive Director, Mubadala Healthcare Hani Barhoush ...... Executive Director, Mubadala Capital and Mergers & Acquisitions Moiz Chakkiwala ...... Executive Director, Finance Laurent Depolla ...... Executive Director, Mubadala Services Ventures Matthew Hurn...... Executive Director, Group Treasury Joe Ioculano...... Head of Internal Audit and Audit, Risk and Compliance Committee Secretary Maurizio La Noce ...... Chief Executive Officer, Mubadala Oil & Gas and Executive Director, Mubadala Energy Rod Mathers...... Executive Director, Construction Management Services Ali Eid AlMheiri ...... Executive Director, Mubadala Infrastructure and Executive Director, Mubadala Real Estate & Hospitality Ajit Naidu ...... Chief Information Officer Khaled Al Qubaisi...... Executive Director, Human Resources & Administration Derek Rozycki ...... Executive Director, Structured Finance & Capital Markets Homaid Al Shemmari...... Executive Director, Mubadala Aerospace Kate Triggs ...... Executive Director, Communications Ahmed Yahia ...... Executive Director, Mubadala Industry Jassem Al Zaabi...... Executive Director, Mubadala 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.

0080292-0000130 ICM:13868868.8 174 01/12/11 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, ATIC, Cleveland Clinic Abu Dhabi and Tabreed; Vice Chairman of Piaggio Aero; board member of AMD, GLOBALFOUNDRIES, du, Al Maabar International Investments LLC and Masdar. In addition, Waleed is Co-Chair of the US – UAE Business Council.

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 finance, structured finance and capital markets, strategic planning and portfolio management, human resources and administration, and enterprise and technology services. 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 Mubadala GE Capital, JBI Property Services Company, Capitala and Viceroy Hotel Group; board member of Aldar, ATIC, Cleveland Clinic Abu Dhabi, Mubadala Infrastructure Partners, Masdar, Injazat, Al Waha Capital PJSC and Yahsat.

Samer Halawa

Samer is the Company’s Chief Legal Counsel, in addition to being a member of the Investment Committee. As Chief Legal Counsel, Samer is responsible for the Group’s legal affairs, corporate governance and compliance and reports directly to the CEO. 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.

Suhail Mahmood Al Ansari

Suhail is Executive Director of the Mubadala Healthcare business unit and heads the business unit. Prior to joining the Company, Suhail worked with Dubai Holding as head of Marketing & Communications at Dubai Healthcare City. He was seconded to Dubai Holding from the Executive Office of the Crown Prince of Dubai, where he was a member of the Strategy department.

Education: Bachelor’s degree in Chemical Engineering from the University of Surrey, UK; Masters of Science degree in Finance from Boston College, U.S.A.

Board Positions: Chairman of Abu Dhabi Knee & Sports Medicine Centre, National Reference Laboratory, Tawam Molecular Imaging Centre, Arzanah Abu Dhabi Medical Center LLC and Capital Medical Centre for Health Screening LLC, board member of Cleveland Clinic Abu Dhabi, Agility Abu Dhabi and the Imperial College London Diabetes Centre. In addition, Suhail is also a Trustee of the Sultan Bin Khalifa International Thalassemia Award and the Secretary General of the Abu Dhabi – Singapore Joint Forum, an initiative created by the Executive Affairs Authority of Abu Dhabi and the government of Singapore to facilitate government and private sector collaboration between Singapore and Abu Dhabi.

0080292-0000130 ICM:13868868.8 175 01/12/11 Hani Barhoush

Hani is the Executive Director of the Mubadala Capital business unit and Mergers and Acquisitions. 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.

Board Positions: Board member of GLOBALFOUNDRIES.

Moiz Chakkiwala

Moiz is the Executive 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 Mubadala Services Ventures 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; board member of Eships, Al Taif and Abu Dhabi Finance.

Matthew Hurn

Matthew is Executive Director, Group Treasury, 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.

Board Positions: Chairman of MDC (Re) Insurance Limited.

Joe Ioculano

Joe is the Company’s Head of Internal Audit and Audit, Risk and Compliance Committee Secretary. As the Head of Internal Audit, Joe is responsible for ensuring 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. He reports directly to the Audit, Risk and Compliance Committee. Prior to joining the Company, Joe held various senior management positions with responsibilities across Europe and Asia

0080292-0000130 ICM:13868868.8 176 01/12/11 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 Mubadala Energy business unit and Chief Executive Officer of Mubadala Oil & Gas.

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: Vice Chairman of GLOBALFOUNDRIES and Swedish Automobile NV; board member of EMAL and Pearl.

Rod Mathers

Rod is Executive Director of Construction Management Services. His primary responsibilities are the management and delivery of all projects that fall under the Company’s construction portfolio.

Prior to joining the Company, Rod worked as a development director for Jarvis, a national developer in the UK, 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 Honours 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: Vice Chairman of Al Hikma, Al Maqsed, AlWajeez and Manhal; board member of Khadamat Facilities Management Company LLC and JBI Property Services Company LLC.

Ali Eid AlMheiri

Ali is the Executive Director of the Mubadala Infrastructure and the Mubadala Real Estate & Hospitality business units. His primary responsibilities are to oversee the Company’s operational and business development activities in the infrastructure sector and the real estate and hospitality sector.

Prior to joining the Company, Ali worked as a Projects Associate for the UAE Offsets Programme Bureau.

Education: Bachelor of Science in Accountancy, Master of Business Administration in Finance, both from the American University, Washington D.C. in the U.S.A.

Board Positions: Chairman of Aldar, Khadamat Facilities Management LLC, Eships and Abu Dhabi Finance; board member of Abu Dhabi Health Services PJSC and Al Hikma.

0080292-0000130 ICM:13868868.8 177 01/12/11 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.

Khaled Al Qubaisi

Khaled is the Executive Director, Human Resources & Administration.

Khaled 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, Khaled was the head of Corporate Finance & Business Development at National Bank of Abu Dhabi.

Education: BA in Finance and Operation Management from Boston University and an MSc from George Washington University, U.S.A.

Derek Rozycki

Derek is Executive Director, Structured Finance & Capital Markets.

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 and Mubadala GE Capital PJSC.

Homaid Al Shemmari

Homaid is the Executive Director of the Mubadala Aerospace business unit. Prior to joining the Company, Homaid was a Lieutenant Colonel in the UAE Armed Forces and has expertise 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.

0080292-0000130 ICM:13868868.8 178 01/12/11 Board Positions: Chairman of ADAT, AMMROC, Strata, Horizon, Abu Dhabi Autonomous Systems Investment and ADSB; board member of Piaggio Aero, Yahsat and Abu Dhabi Aviation PJSC. In addition, Homaid is also a board member of Royal Jet LLC and Maximus Air Cargo 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.

Ahmed Yahia

Ahmed is the Executive Director of the Mubadala Industry business unit. Prior to joining the Company, Ahmed was a partner at McKinsey & Co., where he led the Abu Dhabi and Principal Investor practices. He was also a Brand Manager at Procter & Gamble, where he led several flagship brands.

Education: Bachelor of Science in Industrial Engineering from the EcoleCentrale Paris; Master of Science in Mechanical Engineering from the Massachusetts Institute of Technology.

Board Positions: Chairman of Azaliya SAS; board member of SMN Barka Power Company SAOC, Al Rusail Power Company, EMAL, Tabreed, SMN Power SAOC and Guinea Aluminium. In addition, Ahmed is also a member of Leadership Acceleration for Business, a Mubadala and GE global learning partnership.

Jassem Al Zaabi

Jassem is the Executive Director of the Mubadala Information & Communications Technology business unit.

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: Chairman of Injazat and Al Yah Advanced Satellite Communications Services PJSC; Vice Chairman of ADSB; board member of du, EMTS, TwoFour54, ADSB, Abu Dhabi Ports Company PJSC and ATIC.

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 2010 amounted to AED 20.9 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.

0080292-0000130 ICM:13868868.8 179 01/12/11 CORPORATE GOVERNANCE

The Company is committed to the highest standards of corporate governance across the Group and seeks to ensure that the Company and its subsidiaries are managed, directed and controlled effectively. The Chief Legal Counsel is responsible for overseeing the Group’s corporate governance programme training and related policies and procedures.

The Board is responsible for the direction and oversight of the Company on behalf of its shareholder and is accountable to the shareholder for all aspects of the Company’s business. The Board believes that effective governance of the Company is primarily achieved through the delegation of certain of its authority for executive management to the Investment Committee and to the CEO, subject to monitoring by the Board and the limitations defined in the Company’s Delegation of Authority, a revised version of which was approved by the Board in September 2011. A mandatory training programme is being conducted, which will cover all Company employees by year-end. From 2012 onwards, there will be mandatory yearly refresher programmes to ensure all employees remain up-to- date on this critical policy.

The Delegation of Authority is a critical component of the Company’s governance structure and its purpose is to facilitate the business objectives and day-to-day management and operation of the Company by documenting delegations of authority in sufficient detail to promote responsibility, accountability and adequate internal control over the authorisation and execution of commitments. Each business unit is responsible for ensuring that its respective assets have in place a Delegation of Authority and for ensuring that they operate in accordance with their approved Delegation of Authority. Board and committee members of Group companies are trained to ensure they are familiar with the authorisations that have been delegated to the relevant board or committee and which matters are required to be presented to the shareholders for approval. For existing Group operating companies that do not have a Company approved Delegation of Authority in place (such as start-ups, non- operating entities or companies that are not controlled by the Company) the default position is that the Company Delegation of Authority shall apply to those entities and/or to those Company employees representing the Company on the boards of those entities in the exercise of their duties and responsibilities. Any breach of the Delegation of Authority by a board or any employee of the company is considered a breach of fiduciary duty and those concerned may face disciplinary action.

The Board’s governance mandate deals with its relationships with the Company’s 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 financial planning and performance.

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 potentially affecting the Company and its performance in accordance with the Delegation of Authority.

Ultimate responsibility for adopting standards of corporate governance rests with the Board. In addition, each Company employee appointed to serve as a board or committee member for the Group is aware of his important individual duties and responsibilities in shaping the success and development of the Group. To aid such individuals, the Company has developed a Corporate Governance Handbook for directors and committee members, which sets out their key roles, responsibilities and fiduciary duties. Furthermore, the Chief Legal Counsel oversees the corporate governance training programme, whereby regular focused training workshops are provided to relevant individuals. To date, the Company has trained more than 100 Board and Committee members and

0080292-0000130 ICM:13868868.8 180 01/12/11 other employees responsible for corporate governance across the Group. The performance of boards and committees across the Group is monitored closely and each board and committee is mandated to conduct an annual evaluation process.

The Company’s Internal Audit function reports independently to the Audit, Risk and Compliance Committee and is responsible for the objective assessment of the Company’s internal controls, providing improvement support to the Company’s operations and assurance support for the effectiveness of governance processes, compliance with laws and regulations, and the reliability of information.

Committees

Audit, Risk and Compliance Committee

The Audit, Risk and Compliance Committee comprises three non-executive Board members. The current members are Hamad Al Hurr Al Suwaidi as the Chairman, Abdulhamid Mohammed Saeed and Mahmood Ebraheem Al Mahmood. The Audit, Risk and Compliance Committee is mandated by the Board to oversee the financial, risk management and compliance activities of the Company. Audit, Risk and Compliance Committee meetings include members of the Company’s management as well as external auditors, where appropriate.

The Audit, Risk and Compliance Committee reports to the Board on financial, risk and compliance matters, which includes recommending the appointment of external auditors and oversight of the external audit process as well as reviewing and monitoring the following functions:

• integrity of financial statements;

• internal control systems;

• internal risk management systems;

• independence of external auditors and the provision of non-audit services;

• effectiveness of the Company’s corporate governance and compliance programme; and

• compliance and performance of the Company’s internal audit department.

The Audit, Risk and Compliance 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 and two times annually to review compliance and governance matters across the Group.

Investment Committee

The Investment Committee is mandated to review, consider and approve certain corporate, strategic, organisational, operational, performance, investment and financial matters across the Company. It is responsible to the Board for developing and monitoring the Company’s financial and non-financial strategy and for the overall performance of the Company and for managing the Company’s businesses, as defined by the Investment Committee Charter.

To reflect the changes proposed in the revised Delegation of Authority, a revised Investment Committee Charter was also approved by the Board in September 2011, to include the dual role of the Investment Committee in making both investment and non-investment decisions. Also, the financial authority of the Investment Committee was amended to AED 1.1 billion.

0080292-0000130 ICM:13868868.8 181 01/12/11 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;

• review proposed new investments and projects to ensure that the Company’s funds are invested in accordance with the approved policies and procedures and in conformity with the Group’s strategy and business plan;

• discuss, agree and track the progress of the Company’s strategy, policy, governance, compliance and organisational issues; and

• review, consider and approve certain corporate, strategic, organisational, operational, performance, investment and financial matters across the Group.

Among other responsibilities, 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. The Investment Committee also 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 AED 1.1 billion. In the case of investments over AED 1.1 billion, the Investment Committee endorses the investment for approval by the Board.

The Investment Committee comprises the CEO, the COO, the CFO and the Chief Legal Counsel. The Investment Committee is assisted by a dedicated corporate secretary.

The Investment Committee typically meets in person three times a month, in addition to a large number of informal meetings and discussions involving Investment Committee members throughout the year.

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, the CFO, the head of Human Resources and Administration and the Chief Legal Counsel. The Remuneration Committee’s overall responsibility is to develop a remuneration policy to attract, retain and motivate people of the highest calibre who have the skills needed to achieve the Company’s objectives and which balances the interests of the Company and its employees.

COMPLIANCE

The Company has implemented a Group-wide compliance programme based on global best practices. This programme consists of the following elements that operate continuously and are focused on protecting the Group by preventing, detecting and responding to compliance issues:

• Risk assessment – review and identify risks, ensure abatement plans and policies are in place, and prevent and detect unlawful and/or unethical conduct;

• Reporting – provide multiple channels to report concerns (including anonymous reporting), conduct compliance investigations and provide remedial/corrective actions;

0080292-0000130 ICM:13868868.8 182 01/12/11 • Training – create and deliver training programmes on the Group Code of Conduct and standalone policies to ensure employees are knowledgeable, aware and committed to acting ethically and compliantly;

• Communicating – provide creative and comprehensive programmes to support training and build awareness, knowledge and enthusiasm for a compliant and ethical corporate culture;

• Evaluating – assess the effectiveness and efficiency of programmes and policies and prepare performance and assessment reports for senior management and the Board; and

• Relating – build regulator and partner relationships to identify emerging risks and issues.

The Board is responsible for ensuring that there is an effective compliance programme in place. It fulfils its oversight duty through the Audit, Risk and Compliance Committee, the CEO and senior management. The Audit, Risk and Compliance Committee and CEO delegate the review and implementation of the compliance programme to the Compliance Review Board, which consists of the COO, the CFO and the Chief Legal Counsel, as well as other members of senior management appointed by them. The Compliance Review Board is assisted by the Compliance Office, which has been established within the Legal & Compliance Unit. The compliance programme is implemented through a Corporate Compliance Council, which comprises compliance representatives from each Business and Corporate Unit across the Group.

As part of the compliance programme, the Company has implemented a comprehensive Code of Conduct applicable to directors and employees of the Company and its subsidiaries. All employees of the Company and its subsidiaries are required to complete training on the Code of Conduct and annually certify their commitment to upholding the Code. The Code is also applicable to certain third parties such as contractors, consultants and partners who work with or represent the Company or a subsidiary.

EMPLOYEES

As at 30 June 2011, the Company had 682 employees. This figure does not include employees of subsidiaries, joint ventures or associates.

The number of employees by unit as at 30 June 2011 was as follows:

Department Number Finance & Corporate Affairs ...... 248 Mubadala Energy (excluding Mubadala Oil & Gas)...... 10 Mubadala Oil & Gas ...... 122 Mubadala Industry ...... 39 Mubadala Real Estate & Hospitality ...... 48 Mubadala Infrastructure ...... 18 Mubadala Services Ventures ...... 23 Mubadala Aerospace...... 59 Mubadala Information & Communications Technology...... 18 Mubadala Healthcare...... 29 Mubadala Capital ...... 19 Internal Audit...... 9 Legal & Compliance ...... 35 CEO’s Office ...... 3 COO’s Office...... 2 Total...... 682

0080292-0000130 ICM:13868868.8 183 01/12/11 The Group undertakes initiatives to motivate employees to contribute to its success through bonus and other long-term incentive 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. The Group continues to recruit.

0080292-0000130 ICM:13868868.8 184 01/12/11 GENERAL INFORMATION

AUTHORISATION

The issue of the Notes has been duly authorised by resolution of the Board of Directors of the Issuer dated 21 April 2009 and the giving of the Guarantee was duly authorised by a resolution of the Board of Directors of the Guarantor dated 8 April 2009.

LISTING OF NOTES

The admission of the Notes to the Official List will be expressed as a percentage of their nominal amount (excluding accrued interest). Application has been made to the UK Listing Authority for the Notes to be admitted to the Official List and to the London Stock Exchange for the Notes to be admitted to trading on the London Stock Exchange's regulated market. The listing of the Notes is expected to be granted on or around 6 December 2011.

DOCUMENTS AVAILABLE

For the life of the Notes, copies of the following documents will be available for inspection from the registered office of the Issuer and from the specified office of the Paying Agent for the time being in London:

(b) the Deed of Incorporation and Articles of Association (with an English translation thereof) of the Issuer and the Memorandum and Articles of Association (with an English translation thereof) of the Guarantor;

(c) the documents set out in the "Documents Incorporated by Reference" section of this Prospectus;

(d) the Programme Agreement, the Agency Agreement, the Guarantee, the Deed of Covenant and the forms of the Global Notes, the Notes in definitive form, the Receipts, the Coupons and the Talons; and

(e) a copy of this Prospectus, the Base Prospectus and the Supplement.

CLEARING SYSTEMS

The Securities have been accepted for clearance through Euroclear and Clearstream, Luxembourg (which are the entities in charge of keeping the records). The appropriate Common Code and ISIN for the Notes allocated by Euroclear and Clearstream, Luxembourg are specified in the Final Terms. Transactions will normally be effected for settlement not earlier than three business days after the date of the transaction.

The address of Euroclear is Euroclear Bank SA/NV, 1 Boulevard du Roi Albert II, B-1210 Brusssels and the address of Clearstream, Luxembourg is Clearstream Banking, 42 Avenue JF Kennedy, L-1855 Luxembourg.

CONDITIONS FOR DETERMINING PRICE

The price and amount of the Notes has been determined by the Issuer and the Dealer in accordance with prevailing market conditions.

0080292-0000130 ICM:13868868.8 185 01/12/11 SIGNIFICANT OR MATERIAL CHANGE

There has been no significant change in the financial or trading position of the Issuer since 31 December 2010. There has been no significant change in the financial or trading position of the Group since 30 June 2011.

There has been no material adverse change in the prospects of the Issuer or the Group since 31 December 2010.

LITIGATION

Neither the Issuer nor the Guarantor nor any other member of the Group is or has been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer or the Guarantor are aware) in the 12 months preceding the date of this document which may have, or have had in the recent past, a significant effect on the financial position or profitability of the Issuer, the Guarantor or the Group.

AUDITORS

The auditors of the Issuer are KPMG Accountants N.V., Laan van Langerhuize 1, 1186 DS Amstelveen, The Netherlands, chartered accountants, who have audited the Issuer’s accounts without qualification for the financial period from 26 March 2009 to 31 December 2009 and for the financial year ended 31 December 2010, in each case without qualification and in accordance with IFRS. The auditors of the Issuer have no material interest in the Issuer. The auditors of the Issuer for the financial year ended 31 December 2011 will be Deloitte Accountants B.V.

The auditors of the Guarantor are KPMG Lower Gulf Limited, chartered accountants, who have audited the Guarantor’s consolidated financial statements, without qualification, in accordance with IFRS for each of the two financial years ended on 31 December 2009 and 31 December 2010. The audit reports dated 15 March 2010 and 21 March 2011 each include an explanatory paragraph drawing attention to notes 3(g)(i) and 36(a)(i) in the consolidated financial statements to which they relate which state the existence of significant uncertainties with respect to the recognition and valuation of land received by way of Government grant, the resolution of which is dependent upon future events. The auditors of the Guarantor have no material interest in the Guarantor.

The auditors of the Guarantor for the financial year ended 31 December 2011 will be Deloitte & Touche (M.E.). Deloitte & Touche (M.E.) have reviewed the Guarantor's consolidated financial statements, without qualification, in accordance with IFRS for the six months ended 30 June 2011. Deloitte & Touche (M.E.) have no material interest in the Guarantor.

POST-ISSUANCE INFORMATION

The Issuer does not intend to provide any post-issuance information in relation to the Notes.

DEALER TRANSACTING WITH THE ISSUER AND THE GUARANTOR

The Dealer and its affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform services for, the Issuer, the Guarantor and their affiliates in the ordinary course of business.

0080292-0000130 ICM:13868868.8 186 01/12/11 ISSUER GUARANTOR

MDC – GMTN B.V. Mubadala Development Company PJSC De Lairessestraat 154 PO Box 45005 1075 HL Amsterdam Abu Dhabi The Netherlands United Arab Emirates

PRINCIPAL PAYING AGENT PAYINGAGENT

Citigroup, N.A. Citigroup Global Markets Deutschland AG Citigroup Centre Reuterweg 16 Canada Square, Canary Wharf 60323 Frankfurt London E14 5LB Germany United Kingdom

LEGAL ADVISERS

To the Issuer as to Dutch law Allen & Overy LLP Barbara Stroxxilaan 101 1083 HN Amsterdam The Netherlands

To the Guarantor as to English law UAE law Allen & Overy LLP Allen & Overy LLP One Bishops Square PO Box 7907 London E1 6AD Abu Dhabi United Kingdom United Arab Emirates AUDITORS To the Guaranto For the three years ended 31 December 2010 With effect from the year ended 31 December 2011 KPMG Deloitte & Touche (M.E.) Abu Dhabi Branch Bin Ghanem Tower PO Box 7613 Hamdan Street Abu Dhabi PO Box 990 United Arab Emirates Abu Dhabi United Arab Emirates To the Issuer For the three years ended 31 December 2010 With effect from the year ended 31 December 2011 KPMG Accountants N.V. Deloitte Accountants B.V. Laan van Langerhuize 1 Orlyplein 50 1186 DS Amstelveen 1043 DP Amsterdam The Netherlands The Netherlands

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