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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).

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