BASE PROSPECTUS

MDC GMTN B.V.

(incorporated with limited liability in The Netherlands, having its corporate seat in Amsterdam)

Global Medium Term Note Programme

unconditionally and irrevocably guaranteed by

Mubadala Development Company PJSC

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

Under this Global Medium Term Note Programme (the Programme), MDC GMTN B.V. (the Issuer) may from time to time issue
notes (the Notes) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). The payments of all
amounts due in respect of the Notes will be unconditionally and irrevocably guaranteed by Mubadala Development Company PJSC (the
Company or the Guarantor).
Notes may be issued in bearer or registered form (respectively Bearer Notes and Registered Notes).
The Notes may be issued on a continuing basis to one or more of the Dealers specified under Overview of the Programme and any
additional Dealer appointed under the Programme from time to time (each a Dealer and together the Dealers), which appointment may be
for a specific issue or on an ongoing basis. References in this Base Prospectus to the relevant Dealer shall, in the case of an issue of Notes
being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes.

An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see
Risk Factors on page 10.
Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services and
Markets Act 2000 (the UK Listing Authority) for Notes issued under the Programme during the period of 12 months from the date of this
Base Prospectus to be admitted to the official list of the UK Listing Authority (the Official List) and to the London Stock Exchange plc
(the London Stock Exchange) for such Notes to be admitted to trading on the London Stock Exchanges regulated market. References in
this Base Prospectus to Notes being listed (and all related references) shall mean that such Notes have been admitted to trading on the
London Stock Exchanges regulated market and have been admitted to the Official List or such other or further stock exchanges or markets
as may be specified in the applicable Final Terms. The London Stock Exchanges regulated market is a regulated market for the purposes
of Directive 2004/39/EC (the Markets in Financial Instruments Directive).
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other
terms and conditions not contained herein which are applicable to each Tranche (as defined under Terms and Conditions of the Notes) of
Notes will be set out in a final terms document (the Final Terms) which, with respect to Notes to be listed on the London Stock Exchange,
will be delivered to the UK Listing Authority and the London Stock Exchange.
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges
or markets as may be agreed between the Issuer, the Guarantor and the relevant Dealer. The Issuer may also issue unlisted Notes and/or
Notes not admitted to trading on any market.
Neither the Notes nor the guarantee of the Notes (the Guarantee) have been or will be registered under the U.S. Securities Act of
1933, as amended (the Securities Act), or any U.S. state securities laws and the Notes may not be offered or sold in the United States or to,
or for the account or the benefit of, U.S. persons unless an exemption from the registration requirements of the Securities Act is available
and the offer or sale is made in accordance with all applicable securities laws of any state of the United States and any other jurisdiction.
The Notes are being offered and sold outside the United States to non-U.S. persons in reliance on Regulation S (Regulation S) under the
Securities Act and within the United States only (i) to persons who are both qualified institutional buyers (QIBs) in reliance on Rule
144A (Rule 144A) under the Securities Act and qualified purchasers within the meaning of Section 2(a)(51)(A) of the United States
Investment Company Act of 1940, as amended (the Investment Company Act), and the rules and regulations thereunder (each a QP) or
(ii) to persons who are both accredited investors (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) that are institutions
(Institutional Accredited Investors) and who execute and deliver an IAI Investment Letter (as defined in Terms and Conditions of the
Notes) in which they agree to purchase the Notes for their own account and not with a view to the distribution thereof and QPs. Neither
the Issuer nor the Guarantor has registered and neither intends to register as an investment company under the Investment Company Act, in
reliance on the exemption provided by Section 3(c)(7) thereof. See Form of the Notes for a description of the manner in which Notes will
be issued. Registered Notes are subject to certain restrictions on transfer, see Subscription and Sale and Transfer and Selling
Restrictions.
Arrangers and Dealers
Barclays Capital Citi
Goldman Sachs International HSBC
National Bank of Abu Dhabi Standard Chartered Bank
Dealers
SOCIETE GENERALE The Royal Bank of Scotland
The date of this Base Prospectus is 13 April 2011.
 This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive
2003/71/EC (the Prospectus Directive).

The Issuer and the Guarantor accept responsibility for the information contained in this Base
Prospectus. To the best of the knowledge of the Issuer and the Guarantor (each having taken all
reasonable care to ensure that such is the case) the information contained in this Base Prospectus is in
accordance with the facts and does not omit anything likely to affect the import of such information.

Each Tranche of Notes will be issued on the terms set out herein under Terms and Conditions of the
Notes as amended and/or supplemented by the applicable Final Terms. This Base Prospectus must be
read and construed together with any amendments or supplements hereto and with any information
incorporated by reference herein and, in relation to any Tranche of Notes which is the subject of Final
Terms, must be read and construed together with the applicable Final Terms.

Subject as provided in the applicable Final Terms, the only persons authorised to use this Base
Prospectus in connection with an offer of Notes are the persons named in the applicable Final Terms as the
relevant Dealer or the Managers (as defined in the applicable Final Terms), as the case may be.

Copies of Final Terms will be available from the registered office of the Issuer and the specified office
set out below of each of the Paying Agents (as defined under Terms and Conditions of the Notes).

This Base Prospectus must be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see Documents Incorporated by Reference). This Base Prospectus shall
be read and construed on the basis that such documents are incorporated and form part of this Base
Prospectus.

Certain information under the headings Risk Factors, Overview of the UAE and Abu Dhabi,
Relationship with the Government, Managements Discussion and Analysis of Financial Condition and
Results of Operations of the Group, Description of the Group and Book-entry Clearance Systems has
been extracted from information provided by the Organization of the Petroleum Exporting Countries (in
the case of Risk Factors, Overview of the UAE and Abu Dhabi and Managements Discussion and
Analysis of Financial Condition and Results of Operations of the Group), the International Monetary Fund,
Abu Dhabi National Oil Company, Moodys 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
Managements Discussion and Analysis of Financial Condition and Results of Operations of the Group),
the UAE Telecommunications Regulatory Authority and the website referred to therein and World
Semiconductor Trade Statistics Inc. (in the case of Description of the Group) and the clearing systems
referred to therein (in the case of Book-entry Clearance Systems). Each of the Issuer and the Guarantor
confirms that such information has been accurately reproduced and that, so far as it is aware, and is able
to ascertain from information published by the relevant sources referred to, no facts have been omitted
which would render the reproduced information inaccurate or misleading.

No representation, warranty or undertaking, express or implied, is made and no responsibility or

liability is accepted by the Dealers as to the accuracy or completeness of the information contained in this
Base Prospectus or any other information provided by the Issuer in connection with the Programme. No
Dealer accepts any liability in relation to the information contained in this Base Prospectus or any other
information provided by the Issuer or the Guarantor in connection with the Programme.

No person is or has been authorised by the Issuer or the Guarantor to give any information or to
make any representation not contained in or not consistent with this Base Prospectus or any other
information supplied in connection with the Programme or the Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuer, the
Guarantor or any of the Dealers.

Neither this Base Prospectus nor any other information supplied in connection with the Programme
or any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be
considered as a recommendation by the Issuer, the Guarantor or any of the Dealers that any recipient of
this Base Prospectus or any other information supplied in connection with the Programme or any Notes

1
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 Base Prospectus nor any other
information supplied in connection with the Programme or the issue of any Notes constitutes an offer or
invitation by or on behalf of the Issuer or the Guarantor or any of the Dealers to any person to subscribe
or to purchase any Notes.

Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any 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 Programme is correct as of any time subsequent to the date indicated in the document containing
the same. The Dealers expressly do not undertake to review the financial condition or affairs of the Issuer
or the Guarantor during the life of the Programme or to advise any investor in the Notes of any
information coming to their attention. Investors should review the most recently published documents
incorporated by reference into this Base Prospectus when deciding whether or not to purchase any Notes.

This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any 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 Base Prospectus and the offer or sale of Notes may be restricted by
law in certain jurisdictions. The Issuer, the Guarantor and the Dealers do not represent that this Base
Prospectus may be lawfully distributed, or that any 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 Dealers which is intended to
permit a public offering of any Notes or distribution of this Base Prospectus in any jurisdiction where
action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly,
and neither this Base 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 Base Prospectus or any Notes may
come must inform themselves about, and observe, any such restrictions on the distribution of this Base
Prospectus and the offering and sale of Notes. In particular, there are restrictions on the distribution of
this Base Prospectus and the offer or sale of 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.

This Base Prospectus has been prepared on the basis that any offer of 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 Notes which are the
subject of an offering contemplated in this Base Prospectus as completed by final terms in relation to the
offer of those Notes may only do so in circumstances in which no obligation arises for the Issuer or any
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.
Neither the Issuer nor any Dealer have authorised, nor do they authorise, the making of any offer of Notes
in circumstances in which an obligation arises for the Issuer or any 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 being offered, including the merits and risks
involved. The Notes have not been approved or disapproved by the United States Securities and Exchange
Commission or any other securities commission or other regulatory authority in the United States, nor
have the foregoing authorities approved this Base Prospectus or confirmed the accuracy or determined the
adequacy of the information contained in this Base Prospectus. Any representation to the contrary is
unlawful.

None of the Dealers, 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.

2
 U.S. INFORMATION

This Base Prospectus is being submitted on a confidential basis in the United States to a limited
number of QIBs and Institutional Accredited Investors, each of whom is also a QP, for informational use
solely in connection with the consideration of the purchase of certain Notes issued under the Programme.
Its use for any other purpose in the United States is not authorised. It may not be copied or reproduced in
whole or in part nor may it be distributed or any of its contents disclosed to anyone other than the
prospective investors to whom it is originally submitted.

The Bearer Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered
within the United States or its possessions or to United States persons, except in certain transactions
permitted by U.S. Treasury regulations. Terms used in this paragraph have the meanings given to them by
the U.S. Internal Revenue Code of 1986 (the Code) and the regulations promulgated thereunder.

Registered Notes may only be offered or sold in the United States or to U.S. persons in private
transactions (i) to persons who are both QIBs and QPs, in either case in transactions exempt from
registration under the Securities Act in reliance on Rule 144A or (ii) to persons who are both Institutional
Accredited Investors and QPs or (iii) pursuant to any other applicable exemption. Each subsequent U.S.
purchaser of Registered Notes sold under (i) above is hereby notified that the offer and sale of any
Registered Notes to it may be made in reliance upon the exemption from the registration requirements of
Section 5 of the Securities Act provided by Rule 144A. Purchasers of Notes sold under (ii) above will be
required to execute and deliver an IAI Investment Letter.

Each purchaser or holder of Definitive IAI Registered Notes, Notes represented by a Rule 144A
Global Note or any Notes issued in registered form in exchange or substitution therefor (together Legended
Notes) will be deemed, by its acceptance or purchase of any such Legended Notes, to have made certain
representations and agreements intended to restrict the resale or other transfer of such Notes as set out in
Subscription and Sale and Transfer and Selling Restrictions. Unless otherwise stated, terms used in this
paragraph have the meanings given to them in Form of the Notes.

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A

LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY
DOCUMENT FILED UNDER CHAPTER 421-B IS TRUE, COMPLETE AND NOT MISLEADING.
NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS
AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF
STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT
IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER,
CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF
THIS PARAGRAPH.

CIRCULAR 230 DISCLOSURE

TO ENSURE COMPLIANCE WITH REQUIREMENTS IMPOSED BY THE U.S. INTERNAL

REVENUE SERVICE, PROSPECTIVE INVESTORS ARE HEREBY INFORMED THAT ANY TAX
DISCUSSION HEREIN WAS NOT WRITTEN AND IS NOT INTENDED TO BE USED AND CANNOT
BE USED BY ANY TAXPAYER FOR PURPOSES OF AVOIDING U.S. FEDERAL INCOME TAX
PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER. ANY SUCH TAX DISCUSSION WAS
WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE TRANSACTIONS
DESCRIBED HEREIN. EACH TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYERS
PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISER.

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 AVAILABLE INFORMATION

To permit compliance with Rule 144A in connection with any resales or other transfers of Notes that are
restricted securities within the meaning of the Securities Act, each of the Issuer and the Guarantor has
undertaken in a deed poll dated 13 April 2011 (the Deed Poll) to furnish, upon the request of a holder of such
Notes or any beneficial interest therein, to such holder or to a prospective purchaser designated by him, the
information required to be delivered under Rule 144A(d)(4) under the Securities Act if, at the time of the request,
any of the Notes remain outstanding as restricted securities within the meaning of Rule 144(a)(3) of the
Securities Act and each of the Issuer and the Guarantor is neither a reporting company under Section 13 or 15(d)
of the U.S. Securities Exchange Act of 1934, as amended, (the Exchange Act) nor exempt from reporting
pursuant to Rule 12g3-2(b) thereunder.

SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES

The Issuer is a corporation organised under the laws of The Netherlands. All or a substantial portion of the
assets of the Issuer are located outside the United States. As a result, it may not be possible for investors to effect
service of process outside The Netherlands upon the Issuer, or to enforce judgments against it obtained in courts
outside The Netherlands predicated upon civil liabilities of the Issuer under laws other than Dutch law, including
any judgment predicated upon United States federal securities laws.

The Guarantor is a corporation organised under the laws of the United Arab Emirates (the UAE). A
substantial portion of the assets of the Guarantor are located outside the United States. As a result, it may not be
possible for investors to effect service of process outside the UAE upon the Guarantor, or to enforce judgments
against it obtained in courts outside the UAE predicated upon civil liabilities of the Guarantor under laws other
than UAE law, including any judgment predicated upon the civil liability provisions of the securities laws of the
United States or any state or territory within the United States. The Notes and the Guarantee are governed by
English law and disputes in respect of them may be settled under the LCIA Rules in London, England. In
addition, actions in respect of the Notes and the Guarantee may be brought in the English courts.

In the absence of any bilateral treaty for the reciprocal enforcement of foreign judgments, the Abu Dhabi
courts are unlikely to enforce an English judgment without re-examining the merits of the claim and may not
observe the choice by the parties of English law as the governing law of the Notes and the Guarantee. Investors
may have difficulties in enforcing any English judgments or arbitration awards against the Issuer or the
Guarantor in the courts of Abu Dhabi, see Risk FactorsFactors which are Material for the Purpose of
Assessing the Market Risks Associated with Notes Issued under the ProgrammeRisks Relating to
Enforcement.

NOTICE TO BAHRAIN RESIDENTS

The Central Bank of Bahrain and the Bahrain Stock Exchange assume no responsibility for the accuracy and
completeness of the statements and information contained in this Base Prospectus and expressly disclaim any
liability whatsoever for any loss howsoever arising from reliance upon the whole or any part of the contents of
this Base Prospectus. Each potential investor resident in Bahrain intending to subscribe Notes (each, a potential
investor) may be required to provide satisfactory evidence of identity and, if so required, the source of funds to
purchase Notes within a reasonable time period determined by the Issuer, the Guarantor and the Dealers. Pending
the provision of such evidence, an application to subscribe Notes will be postponed. If a potential investor fails to
provide satisfactory evidence within the time specified, or if a potential investor provides evidence but none of
the Issuer, the Guarantor or the Dealers are satisfied therewith, its application to subscribe Notes may be rejected
in which event any money received by way of application will be returned to the potential investor (without any
additional amount added thereto and at the risk and expense of such potential investor). In respect of any
potential investors, the Issuer and the Guarantor will comply with Bahrains Legislative Decree No. (4) of 2001
with respect to Prohibition and Combating of Money Laundering and various Ministerial Orders issued
thereunder including, but not limited to, Ministerial Order No. (7) of 2001 with respect to Institutions
Obligations Concerning the Prohibition and Combating of Money Laundering.

KINGDOM OF SAUDI ARABIA NOTICE

This Base Prospectus may not be distributed in the Kingdom of Saudi Arabia except to such persons as are
permitted under the Offers of Securities Regulations issued by the Capital Market Authority of the Kingdom of
Saudi Arabia (the Capital Market Authority).

4
 The Capital Market Authority does not make any representations as to the accuracy or completeness of this
Base Prospectus, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance
upon, any part of this Base Prospectus. Prospective purchasers of Notes issued under the Programme should
conduct their own due diligence on the accuracy of the information relating to the Notes. If a prospective purchaser
does not understand the contents of this Base Prospectus he or she should consult an authorised financial adviser.

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 Base Prospectus relating to the Guarantor, its consolidated
subsidiaries, jointly-controlled assets and equity accounted investees (the Group) has been derived from the
audited consolidated financial statements of the Group as at and for the 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 Financial Statements), in each case included in this Base Prospectus.

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 managements 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 International Financial Reporting Standards (IFRS) issued by the International Accounting
Standards Board. 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 Base 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:
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

5
 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 Groups 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 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 Groups financial year ends on 31 December, and references in this Base 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.

The Group prepares 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 Companys website (www.mubadala.ae). The information provided on such website is not part
of this Base 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 Abu Dhabis gross domestic product (GDP) for 2009 is
preliminary and subject to change. In addition, GDP data for 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.

Reflecting continuing efforts to improve the quality of the statistics prepared in Abu Dhabi and the UAE,
the Abu Dhabi Statistics Centre has recently made significant revisions to the calculation of both GDP and
inflation statistics for the Emirate, as further described below.

Abu Dhabis nominal GDP data was significantly revised in 2008 following an economic survey having
been conducted for the first time in that year with a view to quantifying more accurately the Emirates nominal
GDP for 2007. As a result of this survey, Abu Dhabis estimated nominal GDP data for 2007 was recalculated as

6
was the data for prior years in line with the 2007 recalculation. Abu Dhabis nominal GDP data for 2008 is based
on the outcome of an economic survey conducted in 2009 but its 2009 nominal GDP data is estimated pending
the results of the 2010 economic survey being collated.

The methodology used for calculating the consumer price index in Abu Dhabi for 2006 and 2007 was
amended in conjunction with the International Monetary Fund (the IMF) and as part of a wider project aimed at
significantly improving the quality and timeliness of the UAEs statistical data. In addition, using data obtained
from a household income and expenditure survey that was carried out in Abu Dhabi in 2007 and 2008, 10 years
after the previous such survey, the Abu Dhabi consumer price index was re-based to 100 in 2007 and the
inflation basket in Abu Dhabi was revised to comprise 12 groupings from the previous eight.

In this connection, the GDP data for the UAE as a whole, prepared by the National Bureau of Statistics, may
be less accurate to the extent that similar adjustments have not been made in the preparation of GDP data for the
other emirates.

CERTAIN DEFINED TERMS AND CONVENTIONS

Capitalised terms which are used but not defined in any particular section of this Base Prospectus will have
the meaning attributed thereto in Terms and Conditions of the Notes or any other section of this Base
Prospectus. In addition, the following terms as used in this Base Prospectus have the meanings defined below:
references to Abu Dhabi herein are to the Emirate of Abu Dhabi;
references to the Government herein are to the government of Abu Dhabi;
references to capital contributions made by the Government to the Company include monetary
Government grants for investment in other business enterprises and 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
references to capital and investment expenditure incurred and expected to be incurred by the Group
include expenditure in relation to new investments and the refinancing of indebtedness.

Certain figures and percentages included in this Base Prospectus have been subject to rounding adjustments;
accordingly figures shown in the same category presented in different tables may vary slightly and figures shown
as totals in certain tables may not be an arithmetic aggregation of the figures which precede them. References in
this Base Prospectus to one gender shall be deemed to include the other except where the context does not
permit.

All references in this Base Prospectus to U.S. dollars, U.S.$ and $ refer to United States dollars being the
legal currency for the time being of the United States of America and all references to dirham and AED refer to
United Arab Emirates dirham being the legal currency for the time being of the UAE. The dirham has been
pegged to the U.S. dollar since 22 November 1980. The mid point between the official buying and selling rates
for the dirham is at a fixed rate of AED 3.6725 = U.S.$1.00. In addition, all references to Sterling and refer to
pounds sterling, to CHF refer to Swiss francs, to SGD refer to Singapore dollars and to euro and refer to the
currency introduced at the start of the third stage of European economic and monetary union pursuant to the
Treaty on the Functioning of the European Union, as amended.

References to the date of this Base Prospectus are references to the date of the most recently published
supplement to this Base Prospectus and references to a billion are to a thousand million.

7
 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some statements in this Base Prospectus may be deemed to be forward-looking statements. Forward-
looking statements include statements concerning the Guarantors plans, objectives, goals, strategies, future
operations and performance and the assumptions underlying these forward-looking statements. When used in this
document, the words anticipates, estimates, expects, believes, intends, plans, aims, seeks,
may, will, should and any similar expressions generally identify forward-looking statements. These
forward-looking statements are contained in the sections entitled Risk Factors, Managements Discussion and
Analysis of Financial Condition and Results of Operations of the Group and Description of the Group and
other sections of this Base Prospectus. The Guarantor has based these forward-looking statements on the current
view of its management with respect to future events and financial performance. Although the Guarantor believes
that the expectations, estimates and projections reflected in its forward-looking statements are reasonable as of
the date of this Base Prospectus, if one or more of the risks or uncertainties materialise, including those identified
below or which the Guarantor has otherwise identified in this Base Prospectus, or if any of the Guarantors
underlying assumptions prove to be incomplete or inaccurate, the Guarantors actual results of operation may
vary from those expected, estimated or predicted.

The risks and uncertainties referred to above include:

the Guarantors ability to obtain external financing or maintain sufficient capital to fund its existing
and future investments and projects;
the Guarantors ability to achieve and manage the growth of its business and to meet its investment
objectives;
actions taken by the Guarantors joint venture partners that may not be in accordance with its policies
and objectives;
the Guarantors ability to realise the benefits it expects from existing and future projects and
investments it is undertaking or plans to or may undertake;
changes in political, social, legal or economic conditions in the markets in which the Guarantor and its
customers operate; and
the performance of the markets in Abu Dhabi and the wider region in which the Guarantor operates.

Additional factors that could cause actual results, performance or achievements to differ materially include,
but are not limited to, those discussed under Risk Factors.

Any forward-looking statements contained in this Base Prospectus speak only as at the date of this Base
Prospectus. Without prejudice to any requirements under applicable laws and regulations, the Guarantor
expressly disclaims any obligation or undertaking to disseminate after the date of this Base Prospectus any
updates or revisions to any forward-looking statements contained herein to reflect any change in expectations
thereof or any change in events, conditions or circumstances on which any such forward-looking statement is
based.

CREDIT RATING AGENCIES

Each of Standard & Poors Credit Market Services Europe Limited (S&P), Moodys Middle East Limited
(Moodys ME) and Fitch Ratings Ltd. (Fitch) has rated the Company and the Emirate of Abu Dhabi and
Moodys ME has also rated the UAE, see pages 1, 39, 58, 94, 97 and 156.

S&P is established in the European Union and has applied for registration under Regulation (EC)
No. 1060/2009, although notification of the corresponding registration decision has not yet been provided by the
relevant competent authority.

Moodys ME is not established in the European Union and has not applied for registration under Regulation
(EC) No. 1060/2009. However, the application for registration under Regulation (EC) No. 1060/2009 of Moodys
Investors Service Ltd., which is established in the European Union, disclosed the intention to endorse credit
ratings of Moodys ME. Notification of the registration decision in respect of Moodys Investors Service Ltd. has
not yet been provided by the relevant competent authority.

Fitch is established in the European Union and has applied for registration under Regulation (EC)
No. 1060/2009, although notification of the corresponding registration decision has not yet been provided by the
relevant competent authority.

8
 TABLE OF CONTENTS

Page

Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Overview of the Programme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Documents Incorporated by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Form of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Applicable Final Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Terms and Conditions of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
Description of the Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
Overview of the UAE and Abu Dhabi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
Relationship with the Government . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
Capitalisation of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
Selected Financial Information of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
Managements Discussion and Analysis of Financial Condition and Results of Operations of the Group . . . 108
Unaudited Pro Forma Consolidated Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 146
ATIC Financial Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149
Description of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 156
Management and Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 192
Book-Entry Clearance Systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 202
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 206
Certain ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 216
Subscription and Sale and Transfer and Selling Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 218
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 228
Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final
Terms 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
Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation
action. Any stabilisation action or over-allotment may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant Tranche of 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 relevant Tranche of
Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action
or over-allotment must be conducted by the relevant Stabilising Manager(s) (or persons acting on behalf of
any Stabilising Manager(s)) in accordance with all applicable laws and rules.

9
 RISK FACTORS

Each of the Issuer and the Guarantor believes that the following factors may affect its ability to fulfil its
obligations under Notes issued under the Programme. All of these factors are contingencies which may or may
not occur and neither the Issuer nor the Guarantor is in a position to express a view on the likelihood of any such
contingency occurring.

In addition, factors which are material for the purpose of assessing the market risks associated with Notes
issued under the Programme are also described below.

If any of the risks described below actually materialise, the Issuer, the Guarantor and/or the Groups
business, results of operations, financial condition or prospects could be materially adversely affected. If that
were to happen, the trading price of the Notes could decline and investors could lose all or part of their
investment.

Each of the Issuer and the Guarantor believes that the factors described below represent all the material
risks inherent in investing in Notes issued under the Programme, but the inability of the Issuer or the Guarantor
to pay interest, principal or other amounts on or in connection with any Notes may occur for other reasons which
may not be considered significant risks by the Issuer and the Guarantor based on information currently available
to them or which they may not currently be able to anticipate. Prospective investors should also read the detailed
information set out elsewhere in this Base Prospectus and reach their own views prior to making any investment
decision.

FACTORS THAT MAY AFFECT THE GUARANTORS 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 GroupATIC), Mubadala GE Capital PJSC (Mubadala GE Capital), its global commercial finance joint
venture with General Electric Company (GE) (see Description of the GroupBusiness UnitsMubadala
Capital), its Masdar Project (see Description of the GroupThe Masdar Project), certain real estate
developments to be undertaken by it (see Description of the GroupBusiness UnitsMubadala Real Estate &
Hospitality), certain public private partnership (PPP) projects being undertaken by it (see Description of the
GroupBusiness UnitsMubadala 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 Managements Discussion
and Analysis of Financial Condition and Results of Operations of the GroupCapital and Investment
Expenditure and ATIC Financial ReviewCapital 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 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 Issuers Ability to Fulfil its Obligations under Notes
Issued under the ProgrammeThe Issuers Assets are Limited to Inter-Company Loans made by it and the
Availability of Group Operating Cash Flow to repay Inter-Company Loans to Finance Payments in respect of the
Notes may be Limited.

Once a year, the Company, based on its annual budget, proposes, and the Government approves, an amount
of capital contribution to be granted to the Group. Since its establishment, the Company has received capital
contributions from the Government totalling AED 61.1 billion as at 31 December 2010 and the Government has
approved further capital contributions of up to AED 37.8 billion in 2011, see Relationship with the
GovernmentContributions from the Government. 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.

10
 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 Groups
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 Groups 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 Groups 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 Groups 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 Governments 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 Governments 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 Companys 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 Companys board of directors (the Board) and thus
influence Board decisions. The interests of the Government may be different from those of the Companys
creditors (including the Noteholders). For example, decisions made by the Companys four-member investment
committee (the Investment Committee) and the Board may be influenced by the need to consider the social
benefit of any investment to Abu Dhabi and its nationals 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 Groups statement of financial position. See 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 Companys Subsidiaries and
Incorporated Joint Ventures
The Companys 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
Companys 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.

11
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 Groups 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 Companys 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 oil and gas, aerospace
and semiconductor 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 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 Groups 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
Groups 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 Groups 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 Groups investments
regularly and effectively. There can be no assurance that the Groups existing systems and resources will be
adequate to support the growth of its operations. Inability of the management to manage the Groups operational
expansion effectively could adversely affect the Groups 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 Groups 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

12
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 Groups 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 Groups results of operations for each of 2010, 2009 and 2008 have been materially affected by
volatility in 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 Groups investment properties in 2010 and impairment losses on certain construction work in progress
being undertaken by it (see Managements Discussion and Analysis of Financial Condition and Results of
Operations of the GroupPrincipal Components of, and Key Factors Affecting, Operating IncomeChange in
Fair Value of Investment Properties and Managements Discussion and Analysis of Financial Condition and
Results of Operations of the GroupResults of OperationsComparison of 2010, 2009 and 2008Impairment
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 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
Managements Discussion and Analysis of Financial Condition and Results of Operations of the Group
Results of OperationsComparison of 2010, 2009 and 2008Impairment 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 Managements Discussion and Analysis of Financial Condition and Results of Operations of the
GroupResults of OperationsComparison of 2010, 2009 and 2008Income/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 Two Customers for a Significant Proportion of its Revenues from
the Sale of Goods and Services and the Groups Revenues from the Sale of Goods and Services are
Concentrated in the Middle East
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 22.6 per cent. and
21.9 per cent., respectively, of the Groups revenues from the sale of goods and services. These projects and
contract are described further under Description of the GroupBusiness UnitsMubadala Infrastructure and
Description of the GroupBusiness UnitsMubadala Services VenturesDefenceAl Taif, respectively. 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
16.8 per cent. and 16.6 per cent. of the Groups revenues from the sale of goods and services in 2010 and 2009,
respectively. Any interruption to or termination of any of the Groups contracts with the Government or the
Dolphin Project sales to Tasweeq could adversely affect the Groups 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 Managements Discussion and Analysis of Financial Condition
and Results of Operations of the GroupPrincipal Components of, and Key Factors Affecting, Operating
IncomeRevenues from the Sale of Goods and ServicesService Concession Revenues.
Further, in large part reflecting the significant customer relationships described above, in 2010 and 2009,
37.2 per cent. and 32.7 per cent., respectively, of the Groups revenues from the sale of goods and services were
derived from customers based in the UAE and a further 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 EastThe Group is subject to Political and Economic Conditions in Abu Dhabi, the UAE and the Middle
East.
In its unaudited interim financial statements for the six months ended 30 June 2011 and its audited financial
statements for the year ended 31 December 2011, the Group will consolidate ATIC, which was contributed to it

13
with effect from 1 January 2011. ATIC is dependent on a limited number of customers including, in particular,
Advanced Micro Devices (AMD) which accounted for approximately 35 per cent. of ATICs revenue in 2010
and, on a pro forma basis, approximately 15 per cent. of the Groups revenues in 2010. The consolidation of
ATIC should, however, significantly reduce the Middle East concentration of the Groups revenues as almost all
of ATICs customers are located outside 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 Energys shareholders and then existing lenders, asserted
certain maritime claims in relation to a maritime area in which part of the Dolphin Energy gas export pipeline
between Qatar and the UAE (the Export Pipeline) is situated. In response to these assertions, the government of
the UAE (the UAE Government) at that time confirmed in writing to the recipients of such correspondence that
decision-making authority in respect of the Export Pipeline and the maritime area through which it runs rests
exclusively with the UAE and Qatar. Dolphin Energy has confirmed that, to its knowledge, there were no further
developments in respect of these claims.

In mid-June 2009, Dolphin Energy and its shareholders were informed by the General Secretary of the
Permanent Boundaries Committee of the UAE that the KSA Government and the government of Qatar (the
Qatar Government) on 5 July 2008 signed Joint Minutes (the Joint Minutes) pursuant to which Qatar
purported to grant to the KSA, from within Qatars 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 Joint Minutes under public international
law or otherwise with respect to the portion of the Export Pipeline located in the Maritime Corridor (the Affected
Portion) or potential actions by the KSA. Given the length and location of the Maritime Corridor, it would be
uneconomic to re-route the Export Pipeline to avoid it.

The Company is not able to determine what actions, if any, the KSA Government might take with respect to
the Affected Portion nor the effect that any such actions might have on Dolphin Energy or the Company.

Risks Relating to the Groups 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 GroupBusiness UnitsMubadala
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 relating to the
undertaking of significant projects, certain of which are summarised below. The realisation of any of the risks
described below could have a material adverse impact on the Issuers and the Guarantors 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;

14
 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;
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 Groups
investment not being profitable; and
in relation to the Groups real estate business, an inability to obtain desirable property locations.

There can be no assurance that any or all of the Groups 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 Groups
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 Groups
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 Groups 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 Groups 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 managements 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 Groups
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 Groups 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 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;

15
 difficulties in integrating the financial, technological and management standards, processes, procedures
and controls of the acquired business with those of the Groups existing operations;
challenges in managing the increased scope, geographic diversity and complexity of the Groups
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
Groups results of operations in periods after the acquisition is effective and may increase the Groups 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 Groups 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 Groups interests. In addition, any of the Groups 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 Groups 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 Groups 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 Groups interests. The Groups 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 Groups 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

16
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 Groups 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 Groups Available for Sale and FVTPL Financial Assets may be Affected by Factors beyond
the Groups Control and Certain of the Groups Available for Sale and FVTPL Financial Assets may be
Difficult to Sell and these Factors may Adversely Affect the Groups 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 31 December 2010,
23.6 per cent. of the Groups total assets were available for sale or FVTPL financial assets. The value of the
Groups available for sale and FVTPL financial assets may be volatile and is likely to fluctuate due to a number
of factors beyond the Groups 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 Groups available for sale and FVTPL financial assets (including
its investments in The Carlyle Group (Carlyle) described under Description of the GroupBusiness Units
Mubadala CapitalOther Investments) are in unlisted companies and the Group expects to continue to make
investments in such companies. Because these investments are not traded on a public market, it is difficult to
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
Groups statement of financial position and therefore any such sale could result in losses.

The Groups available for sale and FVTPL financial assets also include investments in publicly traded
companies and it expects to continue to invest in publicly traded securities. Because these investments typically
represent substantial holdings in such publicly traded companies, it may be difficult for the Group to liquidate its
position without materially adversely affecting the trading price of the relevant securities. Accordingly, the value
the Group could obtain on a sale of its publicly traded securities could be substantially less than the value at
which they were previously recorded. As a result, if the Group were to be required to liquidate all or a portion of
such investments quickly, it could realise a significant loss on the value of its investment.

Any of the foregoing could have a material adverse effect on the Groups 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 Groups Consolidated Financial
Statements for any Period
The preparation of the Groups 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;

17
 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 Groups 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.
See Managements Discussion and Analysis of Financial Condition and Results of Operations of the
GroupCritical Accounting Judgements and Key Sources of Estimation Uncertainty.

The exercise of this discretion may have a material effect on the Groups results of operations as presented
in its consolidated financial statements and the results of operations so presented could be materially different
from those which would have been presented if different assumptions and/or estimates had been used. In
addition, there can be no assurance that any assumptions made by management will necessarily prove to have
been accurate predictions of future events.

Risks Relating to the Oil and Gas Industry

Revenues from the production and sale of hydrocarbon products (net of royalties) accounted for 38.0 per
cent. of the Groups total revenues from the sale of goods and services in 2010 and 36.7 per cent. of such total
revenues in 2009. 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 Issuers and the Guarantors 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 Groups oil and gas production operations are subject to all the risks typically associated with such
operations, including market fluctuations in the prices of oil and natural gas, uncertainties related to the delivery
and proximity of its reserves to pipelines, gathering systems, processing facilities and other transportation
interruptions, extensive government regulation relating to prices, taxes, royalties, land tenure, allowable
production and the export of oil and gas, premature decline of reservoirs, invasion of water into producing
formations and many other aspects of the oil and gas business, many of which are beyond the control of the
Group.

The exploration activities undertaken by the Group may involve unprofitable efforts, not only from dry
wells, but from wells that are producing but do not produce sufficient revenues to return a profit after drilling,
operating and other costs. Completion of a well does not assure a profit on the investment or recovery of drilling,
completion and operating costs. In addition, drilling hazards or environmental damage could greatly increase the
cost of operations and various field operating conditions may adversely affect the production from successful
wells.

Oil and gas development and exploration activities are also dependent on the cost and availability of drilling
and related equipment and drilling personnel and specialists in the particular areas where such activities will be
conducted. The lack of availability or high cost of limited equipment such as drilling rigs or access restrictions
may adversely affect the Groups 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

18
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 Groups 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 Groups 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 Groups Oil and Gas Assets may Fluctuate with Changes in Oil and Gas Prices
The Groups business, financial condition, results of operations and future growth are partially dependent on
the prices it is able to realise for its petroleum production. Historically, the markets for petroleum products have
been volatile and such markets are likely to continue to be volatile in the future. Prices for oil are based on world
supply and demand and are subject to large fluctuations in response to relatively minor changes to the demand
for oil, whether the result of uncertainty or a variety of additional factors beyond the control of the Group,
including actions taken by the Organization of the Petroleum Exporting Countries (OPEC) and adherence to
agreed production quotas, war, terrorism, government regulation, social and political conditions in oil producing
countries generally, economic conditions, prevailing weather patterns and meteorological phenomena such as
storms and hurricanes and the availability of alternative sources of energy. It is impossible to 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. 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 Groups 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
Groups revenues, operating income, cash flows and borrowing capacity and may require a reduction in the
carrying value of the Groups 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 Groups 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 Groups
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 Groups 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.

19
 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 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 Aircraft Maintenance and Repair Industry

Revenues from aircraft maintenance and repairs accounted for 30.9 per cent. and 32.8 per cent.,
respectively, of the Groups total revenues from the sale of goods and services in 2010 and 2009. 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 Issuers and the Guarantors ability to fulfil their respective obligations in
respect of any Notes.

Industry Cycles
The general level of activity of the Groups 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 Groups 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 Groups 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 Groups aviation MRO businesses.

Government Regulation
Government regulations in the Groups 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 Groups aviation MRO business.

20
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 MRO aftermarket. In addition,
some of the Groups 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. ADATs 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 customers 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 customers business declining) will directly
impact the Groups aviation MRO revenues, even though most agreements provide for an exclusive use of the
Groups aviation MRO services in respect of certain equipment.

No assurance can be given that the Groups 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 Groups major customers or a reduction in their
activities or spending could have a materially adverse effect on the Groups 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.

Risks Relating to the Semiconductor Manufacturing Industry

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 manufacturer group. On a pro forma basis, ATICs revenues from the sale of goods and services
accounted for 44.8 per cent. of the Groups total revenues from the sale of goods and services in 2010, see
Unaudited Pro Forma Consolidated Financial Information. 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 Issuers and the Guarantors ability to fulfil their respective obligations in
respect of any Notes.

GLOBALFOUNDRIES was Loss Making in 2009 and 2010, it may not be Profitable in the Future and it may
Require Significant Funding from the Group
GLOBALFOUNDRIES 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 both 2009 and 2010, GLOBALFOUNDRIES was loss making and no assurance is given that
GLOBALFOUNDRIES will be profitable in 2011 or subsequent years.

21
 The Group intends to invest significant amounts in GLOBALFOUNDRIES with a view to building scale
and achieving profitability. This investment will require significant funding in 2011 and future years, much of
which is expected to be provided by the Group, see Managements Discussion and Analysis of Financial
Condition and Results of Operations of the GroupCapital and Investment Expenditure, ATIC Financial
ReviewCapital Expenditure and The Group has Significant Funding Requirements and the Company is
Currently Reliant on the Government for a Major Part of its Funding.

A Significant Portion of ATICs Revenues comes from a Relatively Limited Number of

GLOBALFOUNDRIES Customers, Including in Particular AMD, the Loss of any of which could have an
Adverse Impact on the Group
Substantially all of ATICs revenues on a consolidated basis are attributable to the operations of
GLOBALFOUNDRIES. Although GLOBALFOUNDRIES has more than 125 customers, its revenues from its
largest customer, AMD, accounted for approximately 35 per cent. of its total revenues in 2010 and its revenues
from its next five largest customers (excluding AMD) accounted for approximately 41 per cent. of its total
revenues in 2010. 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 AMDs 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 obligations under its wafer supply agreement with
GLOBALFOUNDRIES, the Groups 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 Groups 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, GLOBALFOUNDRIES expects that the identity of its most
significant customers will change from time to time although it expects 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 and such customers are not replaced by other significant customers, then such
failure could have a material adverse effect on the Groups 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 Groups 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 Groups semiconductor business and its results of
operations will be adversely affected during those periods.

GLOBALFOUNDRIES revenues are also typically affected by seasonal variations in market conditions
that contribute to the fluctuation of the average selling prices (ASP) of semiconductor services and products. The
seasonal sales trends for semiconductor services and products closely mirror those for consumer electronics,
communication and computer sales. GLOBALFOUNDRIES generally experiences seasonal lows in the demand
for semiconductor services and products during the first half of the year, primarily as a result of inventory
correction by its customers. Any change in the general seasonal variations, which GLOBALFOUNDRIES is
unable to anticipate, may materially adversely affect the Groups semiconductor business and its results of
operations.

22
 Reflecting the above factors, 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 Groups 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 Groups semiconductor business and its results
of operations.

Decreases in the ASP for Products that Contain Semiconductors may Adversely Affect the Groups
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 Groups
semiconductor business and its results of operations.

If GLOBALFOUNDRIES is Unable to Compete Effectively, it may Lose Customers and this may Adversely
Affect the Groups 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 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 Groups 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 and on manufacturing products with more
functions. It also competes by 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.

23
 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. Although 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) with technology partners such as AMD 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 and its predecessor companies have 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 with technology partners for the introduction of certain
other process technologies. If GLOBALFOUNDRIES encounters problems in the successful implementation of
its joint development activities pursuant to its JDAs 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 ATICs 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 Groups 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 Groups
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, lower than expected
device yields and the replacement by certain vendors of manufacturing equipment used in its production
processes. 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 Groups
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 Groups semiconductor business.

24
The Groups 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, 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 Groups 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 as technology improves. 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
Groups 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
Groups 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 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

25
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 were to make 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 Groups 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 Groups 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 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 Groups
Semiconductor Business and its Results of Operations
GLOBALFOUNDRIES has received grants and subsidies from various agencies of the governments of
New York, Saxony and Singapore as well as the European Union. In 2009 and 2010, U.S.$56 million and
U.S.$446 million, respectively, of such grants and subsidies were disbursed to GLOBALFOUNDRIES. See
Description of the GroupATICDescription of GLOBALFOUNDRIES.

26
 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 Groups semiconductor business and its results of
operations.

The Groups 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 Groups semiconductor business and its results of operations.

GLOBALFOUNDRIES Faces Risks in Expanding, Constructing and Equipping its Fabs and may have
Difficulty in Ramping up Production in accordance with its Schedule, which could cause Delays in Product
Deliveries and Decreases in Manufacturing Yields
GLOBALFOUNDRIES may face construction delays, interruptions, infrastructure failure and delays in
upgrading or expanding existing fabs, or changing its process technologies, any of which might adversely affect
its production schedule. See Risks Relating to the Groups Investment Activities GenerallyImplementing
Projects is Inherently Risky.

In addition, as is common in the semiconductor industry, 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 or reduced manufacturing
yields. GLOBALFOUNDRIES may encounter similar difficulties in connection with:
the migration to more advanced process technologies, such as 45/40 and 32/28-nanometer (nm)
process technology;
the joint development with vendors for more advanced tools (both in production and inspection)
needed in the future to meet advanced process technology requirements; and
the adoption of new materials in its manufacturing processes.

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

Other General Risks

Economic Recessions or Downturns could Impair the Value of the Groups Projects and Investments or
Prevent it from Increasing its Project and Investment Base
A significant proportion of the Groups 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 Groups affected projects and investments to decline. In

27
addition, during periods of adverse economic conditions, the Group may have difficulty accessing financial
markets, which could make it more difficult or impossible to obtain funding for additional projects and
investments and adversely affect its business, financial condition and results of operations.

Since early 2008, global credit markets, particularly in the United States and Europe, have experienced
difficult conditions 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 Groups 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 Groups 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 Groups 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 Groups projects and investments have been in the Middle East and North Africa
(MENA) region, with a focus on Abu Dhabi in particular. However, the Groups focus is not restricted
regionally, and the Group intends to pursue its strategy in other regions of the world as well. It may therefore
undertake projects and make investments in countries in which it has little or no previous investment experience.

As a result, the Group may not be able to assess the risks of investing in such countries adequately, or may
be unfamiliar with the laws and regulations of such countries governing the Groups 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.

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 Groups accrued liability, or at material amounts, the outcome could materially and
adversely affect the Groups 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.

28
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 has
given rise to increased political uncertainty across the region. The Groups 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 Groups business,
financial condition and results of operations. Investors should also note that the Groups 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 Groups operations or renewing
existing ones;
potential lack of reliability as to title to real property in certain jurisdictions where the Group operates;
and
inability to repatriate profits and/or dividends.

Accordingly, investors should exercise particular care in evaluating the risks involved and must decide for
themselves whether, in the light of those risks, their investment is appropriate. Generally, investment in emerging
markets is only suitable for sophisticated investors who fully appreciate the significance of the risk involved.

Although the UAE has enjoyed significant economic growth and stability, there can be no assurance that
such growth or stability will continue. Moreover, while the UAE governments policies have generally resulted
in improved economic performance, there can be no assurance that such level of performance can be sustained.

The UAEs Economy is Highly Dependent Upon its Oil Revenue

The UAEs 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 Groups 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;

29
 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 Groups Business may be Adversely Affected if the UAE dirham/U.S. dollar Peg were to be Removed or
Adjusted
The Group maintains its accounts, and reports its results, in UAE dirham. As at the date of this Base
Prospectus, the UAE dirham remains pegged to the U.S. dollar. However, there can be no assurance that the UAE
dirham will not be de-pegged in the future or that the existing peg will not be adjusted in a manner that adversely
affects the Group. Any such de-pegging or adjustment could have an adverse effect on the Groups business,
financial condition and results of operations which could therefore affect the ability of the Issuer and the
Guarantor to perform their respective obligations in respect of any Notes.

FACTORS THAT MAY AFFECT THE ISSUERS 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
Guarantors Ability to Fulfil its Obligations under the Guarantee for a further description of certain of these
risks.

The Issuers 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 Issuers 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 Issuers ability to pay principal and interest and other amounts will
depend on the Companys 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 Groups indebtedness has been incurred by the Companys 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 Groups individual

30
businesses will generate sufficient cash flow from operations or that alternative sources of financing will be
available at any time in an amount sufficient to enable these businesses to service their indebtedness, to fund
their other liquidity needs and to make payments to the Company sufficient to allow its payment obligations
under any inter-company loans and/or its guarantee of any Notes to be met.

If operating cash flows and other resources (for example any available debt or equity funding or the
proceeds of asset sales) are not sufficient to repay obligations as they mature or to fund liquidity needs, any
member of the Group may be forced, amongst other measures, to do one or more of the following:
delay or reduce capital expenditures;
forgo business opportunities, including acquisitions and joint ventures; or
restructure or refinance all or a portion of its debt on or before maturity,

any or all of which could have an adverse effect on the Groups 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 Groups
joint ventures, this failure could arise through actions taken by one or more of the Groups joint venture partners.
Further, the Groups financing arrangements may contain cross-default provisions such that a default under one
particular financing arrangement could automatically trigger defaults under other financing arrangements. Such
cross-default provisions could, therefore, magnify the effect of an individual default. As a result, any default
under any indebtedness to which a Group company is party could result in a substantial loss to the Group or
could otherwise have a material adverse effect on the ability of the Issuer and the Guarantor to perform their
respective obligations in respect of any Notes.

FACTORS WHICH ARE MATERIAL FOR THE PURPOSE OF ASSESSING THE MARKET RISKS
ASSOCIATED WITH NOTES ISSUED UNDER THE PROGRAMME
The Notes may not be a Suitable Investment for all Investors
Each potential investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and
risks of investing in the Notes and the information contained or incorporated by reference in this Base
Prospectus or any applicable supplement;
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes with principal or interest payable in one or more currencies, or where the currency for
principal or interest payments is different from the potential investors currency;
understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices
and financial markets; and
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.

Some Notes may be complex financial instruments. Sophisticated institutional investors generally do not
purchase complex financial instruments as stand-alone investments. They purchase complex financial
instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk
to their overall portfolios. A potential investor should not invest in Notes which are complex financial
instruments unless it has the expertise (either alone or with a financial adviser) to evaluate how the Notes will
perform under changing conditions, the resulting effects on the value of the Notes and the impact this investment
will have on the potential investors overall investment portfolio.

31
Risks Related to the Structure of a Particular Issue of Notes
A wide range of Notes may be issued under the Programme. A number of these Notes may have features which
contain particular risks for potential investors. Set out below is a description of the most common such features:

The Notes may be Subject to Optional Redemption by the Issuer

An optional redemption feature of Notes is likely to limit their market value. During any period when the
Issuer may elect to redeem Notes, the market value of those Notes generally will not rise substantially above the
price at which they can be redeemed. This also may be true prior to any redemption period.

The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on the
Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds at an effective
interest rate as high as the interest rate on the Notes being redeemed and may only be able to do so at a
significantly lower rate. Potential investors should consider reinvestment risk in the light of other investments
available at that time.

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

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

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

Partly-paid Notes are Subject to Additional Risks

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

32
Variable Rate Notes with a Multiplier or Other Leverage Factor are Subject to Increased Volatility
Notes with variable interest rates can be volatile investments. If they are structured to include multipliers or
other leverage factors, or caps or floors, or any combination of those features or other similar related features,
their market values may be even more volatile than those for securities that do not include those features.

Inverse Floating Rate Notes are Subject to Increased Volatility

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

Fixed/Floating Rate Notes are Subject to Additional Risks

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

Notes issued at a Substantial Discount or Premium are Subject to Increased Volatility

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

Risks Relating to Notes Generally

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

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

European Monetary Union

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

The EU Savings Directive may give rise to Withholding on Certain Notes

Under EC Council Directive 2003/48/EC on the taxation of savings income (the Directive), Member States
are required to provide to the tax authorities of another Member State details of certain payments paid by a
person within its jurisdiction to an individual resident in that other Member State. However, for a transitional

33
period, Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a
withholding system in relation to such payments (the ending of such transitional period being dependent upon the
conclusion of certain other agreements relating to information exchange with certain other countries). A number
of non-EU countries and territories including Switzerland have adopted similar measures (a withholding system
in the case of Switzerland). The European Commission is currently considering changes to the Directive, see
TaxationEU Savings Directive.

The European Commission has proposed certain amendments to the Directive which may, if implemented,
amend or broaden the scope of the requirements described above.

If a payment were to be made or collected through a Member State which has opted for a withholding
system and an amount of, or in respect of, tax were to be withheld from that payment, neither the Issuer, the
Guarantor, as the case may be, nor any Paying Agent nor any other person would be obliged to pay additional
amounts with respect to any Note as a result of the imposition of such withholding tax. The Issuer is required to
maintain a Paying Agent in a Member State that is not obliged to withhold or deduct tax pursuant to the
Directive.

A Change of Law may Adversely Affect the Notes

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

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

If Definitive Bearer Notes are issued, holders should be aware that definitive Notes which have a
denomination that is not an integral multiple of the minimum Specified Denomination may be illiquid and
difficult to trade.

Investors in the Notes Must Rely on DTC, Euroclear and Clearstream, Luxembourg Procedures
Notes issued under the Programme will be represented on issue by one or more Global Notes that may be
deposited with a common depositary for Euroclear and Clearstream, Luxembourg or may be deposited with a
nominee for DTC (each as defined under Form of the Notes). Except in the circumstances described in each
Global Note, investors will not be entitled to receive Notes in definitive form. Each of DTC, Euroclear and
Clearstream, Luxembourg and their respective direct and indirect participants will maintain records of the
beneficial interests in each Global Note held through it. While the Notes are represented by a Global Note,
investors will be able to trade their beneficial interests only through the relevant clearing systems and their
respective participants.

While the Notes are represented by Global Notes, the Issuer will discharge its payment obligations under the
Notes by making payments through the relevant clearing systems. A holder of a beneficial interest in a Global
Note must rely on the procedures of the relevant clearing system and its participants in relation to payments
under the Notes. The Issuer and the Guarantor have no responsibility or liability for the records relating to, or
payments made in respect of, beneficial interests in any Global Note.

Holders of beneficial interests in a Global Note will not have a direct right to vote in respect of the Notes so
represented. Instead, such holders will be permitted to act only to the extent that they are enabled by the relevant
clearing system and its participants to appoint appropriate proxies.

34
Legal Investment Considerations may Restrict Certain Investments
The investment activities of certain investors are subject to legal investment laws and regulations, or review
or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether
and to what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of
borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should
consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Notes under
any applicable risk-based capital or similar rules.

Risks Relating to Enforcement

Investors may Experience Difficulties in Enforcing Arbitration Awards and Foreign Judgments in Abu Dhabi
The payments under the Notes are dependent upon the Issuer (failing which, the Guarantor) making
payments to investors in the manner contemplated under the Notes or the Guarantee, as the case may be. If the
Issuer and subsequently the Guarantor fail to do so, it may be necessary to bring an action against the Guarantor
to enforce its obligations and/or to claim damages, as appropriate, which may be costly and time-consuming.

Under current Abu Dhabi law, the Abu Dhabi courts are unlikely to enforce an English or United States
court judgment without re-examining the merits of the claim and may not observe the choice by the parties of
English law as the governing law of the transaction. In the UAE, foreign law is required to be established as a
question of fact and the interpretation of English law, by a court in the UAE, may not accord with the perception
of an English court. In principle, courts in the UAE recognise the choice of foreign law if they are satisfied that
an appropriate connection exists between the relevant transaction agreement and the foreign law which has been
chosen. They will not, however, honour any provision of foreign law which is contrary to public policy, order or
morals in the UAE, or to any mandatory law of, or applicable in, the UAE.

The UAE is a civil law jurisdiction and judicial precedents in Abu Dhabi have no binding effect on
subsequent decisions. In addition, there is no formal system of reporting court decisions in Abu Dhabi. These
factors create greater judicial uncertainty than would be expected in other jurisdictions.

The Notes, the Guarantee, the Agency Agreement, the Deed Poll, the Deed of Covenant (each as defined in
Terms and Conditions of the Notes) and the Programme Agreement (as defined in Subscription and Sale and
Transfer and Selling Restrictions) are governed by English law and the parties to such documents have agreed
to refer any unresolved dispute in relation to such documents to arbitration under the Arbitration Rules of the
London Court of International Arbitration in London, England.

The New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards 1958 (the New
York Convention) entered into force in the UAE on 19 November 2006. Any arbitration award rendered in
London should therefore be enforceable in Abu Dhabi in accordance with the terms of the New York
Convention. Under the New York Convention, the UAE has an obligation to recognise and enforce foreign
arbitration awards, unless the party opposing enforcement can prove one of the grounds under Article V of the
New York Convention to refuse enforcement, or the Abu Dhabi courts find that the subject matter of the dispute
is not capable of settlement by arbitration or enforcement would be contrary to the public policy of the UAE. In
practice, however, whether the Abu Dhabi courts will enforce a foreign arbitration award in accordance with the
terms of the New York Convention has yet to be tested.

There are Limitations on the Effectiveness of Guarantees in the UAE

Under the laws of the UAE the obligation of a guarantor is incidental to the obligations of the principal
debtor, and the obligations of a guarantor will only be valid to the extent of the continuing obligations of the
principal debtor. The laws of the UAE do not contemplate a guarantee by way of indemnity of the obligations of
the debtor by the guarantor and instead contemplate a guarantee by way of suretyship. Accordingly, it is not
possible to state with any certainty whether a guarantor could be obliged by the Abu Dhabi courts to pay a
greater sum than the debtor is obliged to pay or to perform an obligation that the debtor is not obligated to
perform.

In order to enforce a guarantee under the laws of the UAE, the underlying debt obligation for which such
guarantee has been granted may need to be proved before the Abu Dhabi courts.

35
The Guarantors Waiver of Immunity may not be Effective under the Laws of the UAE
The Guarantor has waived its rights in relation to sovereign immunity; however, there can be no assurance
as to whether such waivers of immunity from execution or attachment or other legal process by it under the
Guarantee, the Agency Agreement, the Deed Poll and the Programme Agreement are valid and binding under the
laws of the UAE and applicable in Abu Dhabi.

Risks Relating to the Market Generally

Set out below is a brief description of the principal market risks relating to an investment in the Notes,
including liquidity risk, exchange rate risk and interest rate risk, as well as a description of the limitations
inherent in credit ratings:

A Secondary Market may not Develop for any Notes

Notes may have no established trading market when issued, and one may never develop. If a market does
develop, it may not be very liquid. The liquidity of any market for the Notes that may develop will depend on a
number of factors, including:
the method of calculating the principal and interest in respect of the Notes;
the time remaining to the maturity of the Notes;
the outstanding amount of the Notes;
the redemption features of the Notes;
the amount of other debt securities linked to the index or formula applicable to the Notes; and
the level, direction and volatility of market interest rates generally.

Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield
comparable to similar investments that have a developed secondary market. This is particularly the case for
Notes that are especially sensitive to interest rate, exchange rate or market risks, are designed for specific
investment objectives or strategies or have been structured to meet the investment requirements of limited
categories of investors. These types of Notes generally would have a more limited secondary market and more
price volatility than conventional debt securities. Illiquidity may have a severely adverse effect on the market
value of Notes.

Notes may be Subject to Exchange Rate Risks and Exchange Controls

The Issuer will pay principal and interest on the Notes and the Guarantor will make any payments under the
Guarantee in the Specified Currency. This presents certain risks relating to currency conversions if an investors
financial activities are denominated principally in a currency or currency unit (the Investors Currency) other
than the Specified Currency. These include the risk that exchange rates may significantly change (including
changes due to devaluation of the Specified Currency or revaluation of the Investors Currency) and the risk that
authorities with jurisdiction over the Investors Currency may impose or modify exchange controls which could
adversely affect an applicable exchange rate. Neither the Issuer nor the Guarantor have any control over the
factors that generally affect these risks, such as economic, financial and political events and the supply and
demand for applicable currencies. In recent years, exchange rates between certain currencies have been volatile
and volatility between such currencies or with other currencies may be expected in the future. However,
fluctuations between currencies in the past are not necessarily indicative of fluctuations that may occur in the
future. An appreciation in the value of the Investors Currency relative to the Specified Currency would decrease
(1) the Investors Currency-equivalent yield on the Notes, (2) the Investors Currency-equivalent value of the
principal payable on the Notes and (3) the Investors Currency-equivalent market value of the Notes.

Government and monetary authorities may impose (as some have done in the past) exchange controls that
could adversely affect an applicable exchange rate as well as the availability of a specified foreign currency at the
time of any payment of principal or interest on a Note. As a result, investors may receive less interest or principal
than expected, or no interest or principal. Even if there are no actual exchange controls, it is possible that the
Specified Currency for any particular Note would not be available at such Notes maturity.

36
Fixed Rate Notes are Subject to Interest Rate Risks
Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates may
adversely affect the value of the Fixed Rate Notes.

Credit Ratings may not Reflect all Risks

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

Regulatory Risks
Neither the Company nor the Issuer has Registered, and Neither will Register, as an Investment Company
under the Investment Company Act

The Company and the Issuer will each seek to qualify for an exemption from the definition of investment
company under the Investment Company Act and will not register as an investment company in the United
States under the Investment Company Act. The Investment Company Act provides certain protections to
investors and imposes certain restrictions on registered investment companies, none of which will be applicable
to the Company, the Issuer or its investors.

The Companys Assets could be Deemed Plan Assets that are Subject to the Requirements of the United
States Employee Retirement Income Security Act of 1974, as amended (ERISA) or Section 4975 of the Code
Unless an exception applies, if 25 per cent. or more of the Notes (calculated in accordance with regulations
promulgated by the United States Department of Labor set forth at 29 C.F.R. s.2510.3101, as modified by
section 3(42) of ERISA) or any other class of equity interest are owned, directly or indirectly, by Benefit Plan
Investors (as defined under Certain ERISA Considerations), the Companys assets could be deemed to be
plan assets subject to the constraints of ERISA and there could be adverse consequences for the Company.
Accordingly, each purchaser of a Note (or any interest therein) will be required to represent and warrant, on each
day from the date on which the purchaser acquires the Note (or any interest therein) through and including the
date on which the purchaser disposes of such Note (or any interest therein), that, unless otherwise provided in the
applicable Final Terms, either (i) it is not, is not using the assets of, and shall not at any time hold such Note (or
any interest therein) for or on behalf of, an employee benefit plan as defined in Section 3(3) of ERISA, that is
subject to Title I of ERISA, a plan subject to Section 4975 of the Code, an entity whose underlying assets include
(or are deemed for purposes of ERISA or the Code to include) plan assets by reason of an employee benefit
plans or plans investment in such entity or a governmental, church or non-US plan which is subject to any
Similar Law (as defined under Certain ERISA Considerations) or (ii) its acquisition, holding and disposition of
such Note (or any interest therein) will not constitute or result in a non-exempt prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code or, in the case of a governmental, church or non-US plan, a
violation of any applicable Similar Law. Any purported purchase or transfer of such a Note (or any interest
therein) that does not comply with the foregoing shall be null and void ab initio. See the section entitled Certain
ERISA Considerations. However, purchases and sales of the Notes (or any interests therein) will not be
monitored by any person for compliance with such restrictions, and no assurance can be given with respect to
such compliance.

37
 OVERVIEW OF THE PROGRAMME

The following overview does not purport to be complete and is taken from, and is qualified in its entirety
by, the remainder of this Base Prospectus and, in relation to the terms and conditions of any particular
Tranche of Notes, the applicable Final Terms. The Issuer, the Guarantor and any relevant Dealer may agree
that Notes shall be issued in a form other than that contemplated in the Terms and Conditions, in which event,
a new Base Prospectus or a supplement to the Base Prospectus, if appropriate, will be made available which
will describe the effect of the agreement reached in relation to such Notes.

This overview constitutes a general description of the Programme for the purposes of Article 22.5(3) of
Commission Regulation (EC) No 809/2004 implementing the Prospectus Directive.

Words and expressions defined in Form of the Notes and Terms and Conditions of the Notes shall have
the same meanings in this overview.

Issuer: . . . . . . . . . . . . . . . . . . . . . . . . . . . MDC GMTN B.V.

The Company and the Guarantor: . . . . . . Mubadala Development Company PJSC

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 Dhabis
development strategy described under Relationship with the
Government. The Groups 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 Company was formed by Emiri Decree and any change to the
Governments 100.0 per cent. ownership of the Company would
require a further Emiri Decree. In addition, the Government has
substantial representation in the Groups management, with five
members of the Abu Dhabi Executive Council (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 Groups development mandate has been supported by significant

capital contributions from the Government. As at 31 December 2010,
the Governments cumulative capital contributions into the Company
since its establishment totalled AED 61.1 billion and capital
contributions of up to AED 37.8 billion have been 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 Companys Finance & Corporate Affairs unit. 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.

While most of the Groups operations are conducted through its

subsidiaries and joint ventures, it also has a number of minority
investments intended to support its development mandate.

38
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 Groups 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 and for the year ended
31 December 2010 the Groups 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 Groups principal revenue generating activities are the sale of

hydrocarbons, principally through its proportional share in the
upstream activities of the Dolphin Project (see further Description of
the GroupBusiness UnitsMubadala EnergyThe Dolphin
Project) and through Pearl (see further Description of the Group
Business UnitsMubadala EnergyPearl), the provision of
aviation MRO services, principally through SR Technics and ADAT
(see further Description of the GroupBusiness UnitsMubadala
AerospaceSR Technics and ADAT), a series of PPP projects
which generate significant service concession revenues (see further
Description of the GroupBusiness UnitsMubadala
Infrastructure) and, with effect from 1 January 2011, the
manufacture and sale of semiconductors through ATIC (see further
Description of the GroupATIC).

The Groups 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 31 December 2010, the Groups committed
capital and investment expenditure was AED 37.9 billion, see
Managements Discussion and Analysis of Financial Condition and
Results of Operations of the GroupCapital and Investment
Expenditure.

The Company has been assigned ratings of Aa3 by Moodys ME, AA

by S&P and AA by Fitch, each with stable outlook. In the case of
Standard & Poors and Fitch, these are the same ratings given to the
Abu Dhabi sovereign and reflect the Groups strong strategic
relationship with the Government.

Abu Dhabi is the largest of the seven emirates forming the UAE and
has approximately seven per cent. of the worlds proven oil reserves
and approximately three per cent. of the worlds natural gas reserves.
Abu Dhabis nominal GDP per capita of U.S.$90,548 in 2009 is one
of the highest in the Gulf region.

39
The Group . . . . . . . . . . . . . . . . . . . . . . . . The Company, its consolidated subsidiaries, jointly controlled assets
and equity accounted investees. See Managements Discussion and
Analysis of Financial Condition and Results of Operations of the
GroupComposition of the Financial Statements.
Risk Factors: . . . . . . . . . . . . . . . . . . . . . . There are certain factors that may affect the Issuers ability to fulfil its
obligations under Notes issued under the Programme and the
Guarantors ability to fulfil its obligations under the Guarantee. In
addition, there are certain factors which are material for the purpose
of assessing the market risks associated with Notes issued under the
Programme. See Risk Factors.
Description: . . . . . . . . . . . . . . . . . . . . . . . Global Medium Term Note Programme
Arrangers . . . . . . . . . . . . . . . . . . . . . . . . . Barclays Bank PLC
Citigroup Global Markets Limited
Goldman Sachs International
HSBC Bank plc
National Bank of Abu Dhabi PJSC
Standard Chartered Bank
Dealers: Barclays Bank PLC
Citigroup Global Markets Limited
Goldman Sachs International
HSBC Bank plc
National Bank of Abu Dhabi PJSC
SG Americas Securities, LLC
Standard Chartered Bank
The Royal Bank of Scotland plc
and any other Dealers appointed in accordance with the Programme
Agreement.
Certain Restrictions: . . . . . . . . . . . . . . . . Each issue of Notes denominated in a currency in respect of which
particular laws, guidelines, regulations, restrictions or reporting
requirements apply will only be issued in circumstances which
comply with such laws, guidelines, regulations, restrictions or
reporting requirements from time to time (see Subscription and Sale
and Transfer and Selling Restrictions) including the following
restrictions applicable at the date of this Base Prospectus.
Notes having a maturity of less than one year will, if the proceeds of
the issue are accepted in the United Kingdom, constitute deposits for
the purposes of the prohibition on accepting deposits contained in
section 19 of the Financial Services and Markets Act 2000 unless they
are issued to a limited class of professional investors and have a
denomination of at least 100,000 or its equivalent in another
currency, see Subscription and Sale and Transfer and Selling
Restrictions.
Principal Paying Agent: . . . . . . . . . . . . . Citibank, N.A.
Registrar: . . . . . . . . . . . . . . . . . . . . . . . . . Citigroup Global Markets Deutschland AG.
Programme Size: . . . . . . . . . . . . . . . . . . . The Programme is unlimited in amount.
Notes will be issued in Series. Each Series may comprise one or more
Tranches issued on different issue dates. The Notes of each Series
will all be subject to identical terms, except that the issue date and the
amount of the first payment of interest may be different in respect of
the different Tranches. The Notes of each Tranche will all be subject
to identical terms in all respects, save that a Tranche may comprise
Notes of different denominations.

40
Distribution: . . . . . . . . . . . . . . . . . . . . . . Notes may be distributed by way of private or public placement and
in each case on a syndicated or non-syndicated basis.

Currencies: . . . . . . . . . . . . . . . . . . . . . . . Subject to any applicable legal or regulatory restrictions, Notes may

be denominated in any currency agreed between the Issuer and the
relevant Dealer.

Redenomination: . . . . . . . . . . . . . . . . . . . The applicable Final Terms may provide that certain Notes may be
redenominated in euro. The relevant provisions applicable to any such
redenomination are contained in Condition 5.

Maturities: . . . . . . . . . . . . . . . . . . . . . . . . The Notes will have such maturities as may be agreed between the
Issuer and the relevant Dealer, subject to such minimum or maximum
maturities as may be allowed or required from time to time by the
relevant central bank (or equivalent body) or any laws or regulations
applicable to the Issuer or the relevant Specified Currency.

Issue Price: . . . . . . . . . . . . . . . . . . . . . . . Notes may be issued on a fully-paid or a partly-paid basis and at an

issue price which is at par or at a discount to, or premium over, par.
The price and amount of Notes to be issued will be determined by the
Issuer, the Guarantor and the relevant Dealer at the time of issue in
accordance with prevailing market conditions.

Form of Notes: . . . . . . . . . . . . . . . . . . . . The Notes will be issued in bearer or registered form as described in
Form of the Notes. Registered Notes will not be exchangeable for
Bearer Notes and vice versa.

Fixed Rate Notes: . . . . . . . . . . . . . . . . . . Fixed interest will be payable on such date or dates as may be agreed
between the Issuer and the relevant Dealer and, on redemption, will
be calculated on the basis of such Day Count Fraction as may be
agreed between the Issuer and the relevant Dealer.

Floating Rate Notes: . . . . . . . . . . . . . . . . Floating Rate Notes will bear interest at a rate determined:

(a) on the same basis as the floating rate under a notional interest
rate swap transaction in the relevant Specified Currency
governed by an agreement incorporating the 2006 ISDA
Definitions (as published by the International Swaps and
Derivatives Association, Inc., and as amended and updated as at
the Issue Date of the first Tranche of the Notes of the relevant
Series); or
(b) on the basis of a reference rate appearing on the agreed screen
page of a commercial quotation service; or
(c) on such other basis as may be agreed between the Issuer and the
relevant Dealer.

The margin (if any) relating to such floating rate will be agreed
between the Issuer and the relevant Dealer for each Series of Floating
Rate Notes.

Index Linked Notes: . . . . . . . . . . . . . . . . Payments of principal in respect of Index Linked Redemption Notes
or of interest in respect of Index Linked Interest Notes will be
calculated by reference to such index and/or formula or to changes in
the prices of securities or commodities or to such other factors as the
Issuer and the relevant Dealer may agree.

41
Other provisions in relation to
Floating Rate Notes and Index Linked
Interest Notes: . . . . . . . . . . . . . . . . . . . Floating Rate Notes and Index Linked Interest Notes may also have a
maximum interest rate, a minimum interest rate or both.

Interest on Floating Rate Notes and Index Linked Interest Notes in

respect of each Interest Period, as agreed prior to issue by the Issuer
and the relevant Dealer, will be payable on such Interest Payment
Dates, and will be calculated on the basis of such Day Count Fraction,
as may be agreed between the Issuer and the relevant Dealer.

Dual Currency Notes: . . . . . . . . . . . . . . . Payments (whether in respect of principal or interest and whether at
maturity or otherwise) in respect of Dual Currency Notes will be
made in such currencies, and based on such rates of exchange, as the
Issuer and the relevant Dealer may agree.

Zero Coupon Notes: . . . . . . . . . . . . . . . . Zero Coupon Notes will be offered and sold at a discount to their
nominal amount and will not bear interest.

Redemption: . . . . . . . . . . . . . . . . . . . . . . The applicable Final Terms will indicate either that the relevant Notes
cannot be redeemed prior to their stated maturity (other than in
specified instalments, if applicable, or for taxation reasons or
following an Event of Default) or that such Notes will be redeemable
at the option of the Issuer and/or the Noteholders (including following
the occurrence of a Change of Control Event as described below)
upon giving notice to the Noteholders or the Issuer, as the case may
be, on a date or dates specified prior to such stated maturity and at a
price or prices and on such other terms as may be agreed between the
Issuer and the relevant Dealer. The terms of any such redemption,
including notice periods, any relevant conditions to be satisfied and
the relevant redemption dates and prices will be indicated in the
applicable Final Terms.

The applicable Final Terms may provide that Notes may be

redeemable in two or more instalments of such amounts and on such
dates as are indicated in the applicable Final Terms.

Notes having a maturity of less than one year may be subject to

restrictions on their denomination and distribution, see Certain
Restrictions.

Change of Control: . . . . . . . . . . . . . . . . . If so specified in the applicable Final Terms, each investor will have
the right to require the redemption of its Notes upon the Government
ceasing to own (directly or indirectly) all of the issued share capital of
the Company.

Denomination of Notes: . . . . . . . . . . . . . The Notes will be issued in such denominations as may be agreed
between the Issuer and the relevant Dealer save that the minimum
denomination of each Note will be such amount as may be allowed or
required from time to time by the relevant central bank (or equivalent
body) or any laws or regulations applicable to the relevant Specified
Currency, see Certain Restrictions, and save that the minimum
denomination of each Note admitted to trading on a regulated market
within the European Economic Area or offered to the public in a
Member State of the European Economic Area in circumstances
which require the publication of a prospectus under the Prospectus
Directive will be 100,000 (or, if the Notes are denominated in a
currency other than euro, the equivalent amount in such currency).

42
 The minimum aggregate principal amount of Notes which may be
purchased by a QIB that is also a QP pursuant to Rule 144A is
U.S.$200,000 (or the approximate equivalent thereof in any other
currency).

Unless otherwise stated in the applicable Final Terms, the minimum

denomination of each Definitive IAI Registered Note will be
U.S.$500,000 or its approximate equivalent in other Specified
Currencies.

Taxation: . . . . . . . . . . . . . . . . . . . . . . . . . All payments in respect of the Notes, Receipts and Coupons will be
made without deduction for or on account of present or future
withholding taxes imposed by any Tax Jurisdiction as provided in
Condition 9. In the event that any such deduction is made, the Issuer
or, as the case may be, the Guarantor will, save in certain limited
circumstances provided in Condition 9, be required to pay additional
amounts to cover the amounts so deducted.

Negative Pledge and Asset Sales: . . . . . . The terms of the Notes will contain a negative pledge provision as
further described in Condition 4. The Guarantee will contain a
negative pledge provision and a covenant relating to asset sales, each
as further described in Condition 4.

Cross Default: . . . . . . . . . . . . . . . . . . . . . The terms of the Notes will contain a cross default provision as
further described in Condition 11.

Status of the Notes: . . . . . . . . . . . . . . . . . The Notes will constitute direct, unconditional, unsubordinated and
(subject to the provisions of Condition 4) unsecured obligations of the
Issuer and will rank pari passu among themselves and (save for
certain obligations required to be preferred by law) will rank equally
with all other unsecured obligations (other than subordinated
obligations, if any) of the Issuer, from time to time outstanding.

Guarantee: . . . . . . . . . . . . . . . . . . . . . . . . The Notes will be unconditionally and irrevocably guaranteed by the

Guarantor. The obligations of the Guarantor under the Guarantee will
be direct, unconditional, unsubordinated and (subject to the
provisions of clause 6 of the Guarantee (as described in Condition 4))
unsecured obligations of the Guarantor and (save for certain
obligations required to be preferred by law) will rank equally with all
other unsecured obligations (other than subordinated obligations, if
any) of the Guarantor from time to time outstanding.

Rating: . . . . . . . . . . . . . . . . . . . . . . . . . . . The rating of certain Series of the Notes to be issued under the
Programme may be specified in the applicable Final Terms.

Listing and admission to trading: . . . . . . Application has been made to the UK Listing Authority for Notes
issued under the Programme during the period of 12 months from the
date of this Base Prospectus to be admitted to the Official List and to
the London Stock Exchange for such Notes to be admitted to trading
on the London Stock Exchanges regulated market.

Notes may be listed or admitted to trading, as the case may be, on

other or further stock exchanges or markets agreed between the Issuer
and the relevant Dealer in relation to the Series. Notes which are
neither listed nor admitted to trading on any market may also be
issued.

43
 The applicable Final Terms will state whether or not the relevant
Notes are to be listed and/or admitted to trading and, if so, on which
stock exchanges and/or markets.

Governing Law: . . . . . . . . . . . . . . . . . . . . The Notes, the Guarantee and any non-contractual obligations arising
out of or in connection with the Notes or the Guarantee, as the case
may be, will be governed by, and construed in accordance with,
English law.

Clearing Systems: . . . . . . . . . . . . . . . . . . Euroclear and/or Clearstream, Luxembourg and/or DTC or, in

relation to any Tranche of Notes, any other clearing system.

Selling Restrictions: . . . . . . . . . . . . . . . . There are restrictions on the offer, sale and transfer 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 and such
other restrictions as may be required in connection with the offering
and sale of a particular Tranche of Notes, see Subscription and Sale
and Transfer and Selling Restrictions and Certain ERISA
Considerations.

United States Selling Restrictions: . . . . . Regulation S, Category 2. Rule 144A and 3(c)(7) QPs/Section 4(2)
and TEFRA C/TEFRA D/TEFRA not applicable, as specified in the
applicable Final Terms. ERISA restrictions.

44
 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 Base Prospectus:
(a) 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;
(b) the auditors report and audited financial statements of the Issuer for the year ended 31 December
2010;
(c) the Terms and Conditions of the Notes contained on pages 46 to 76 (inclusive) in the Base Prospectus
dated 28 April 2009 prepared by the Issuer in connection with the Programme; and
(d) the Terms and Conditions of the Notes contained on pages 52 to 83 (inclusive) in the Base Prospectus
dated 12 May 2010 prepared by the Issuer in connection with the Programme.

Following the publication of this Base Prospectus a supplement may be prepared by the Issuer and approved
by the UK Listing Authority in accordance with Article 16 of the Prospectus Directive. Statements contained in
any such supplement (or contained in any document incorporated by reference therein) shall, to the extent
applicable (whether expressly, by implication or otherwise), be deemed to modify or supersede statements
contained in this Base Prospectus or in a document which is incorporated by reference in this Base Prospectus.
Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this
Base Prospectus.

Copies of documents incorporated by reference in this Base 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
Issuers audited financial statements can be obtained through the links in the RNS announcements dated 6 May
2010 and 1 April 2011, respectively, on the website of the London Stock Exchange.

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

The Issuer and the Guarantor will, in the event of any significant new factor, material mistake or inaccuracy
relating to information included in this Base Prospectus which is capable of affecting the assessment of any
Notes, prepare a supplement to this Base Prospectus or publish a new Base Prospectus for use in connection with
any subsequent issue of Notes.

45
 FORM OF THE NOTES

The Notes of each Series will be in either bearer form, with or without interest coupons attached, or
registered form, without interest coupons attached. Bearer Notes will be issued outside the United States in
reliance on Regulation S and Registered Notes will be issued both outside the United States in reliance on the
exemption from registration provided by Regulation S and within the United States in reliance on Rule 144A or
otherwise in private transactions that are exempt from the registration requirements of the Securities Act.

BEARER NOTES
Each Tranche of Bearer Notes will be initially issued in the form of a temporary global note (a Temporary
Bearer Global Note) or, if so specified in the applicable Final Terms, a permanent global note (a Permanent
Bearer Global Note and, together with a Temporary Bearer Global Note, each a Bearer Global Note) which, in
either case, will be delivered on or prior to the original issue date of the Tranche to a common depositary (the
Common Depositary) for Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking, socit anonyme
(Clearstream, Luxembourg).

Whilst any Bearer Note is represented by a Temporary Bearer Global Note, payments of principal, interest
(if any) and any other amount payable in respect of the Notes due prior to the Exchange Date (as defined below)
will be made against presentation of the Temporary Bearer Global Note only to the extent that certification (in a
form to be provided) to the effect that the beneficial owners of interests in the Temporary Bearer Global Note are
not U.S. persons or persons who have purchased for resale to any U.S. person, as required by U.S. Treasury
regulations, has been received by Euroclear and/or Clearstream, Luxembourg and Euroclear and/or Clearstream,
Luxembourg, as applicable, has given a like certification (based on the certifications it has received) to the
Principal Paying Agent.

On and after the date (the Exchange Date) which is 40 days after a Temporary Bearer Global Note is
issued, interests in such Temporary Bearer Global Note will be exchangeable (free of charge) upon a request as
described therein either for (i) interests in a Permanent Bearer Global Note of the same Series or (ii) for
definitive Bearer Notes (each, a Definitive Bearer Note) of the same Series with, where applicable, receipts,
interest coupons and talons attached (as indicated in the applicable Final Terms and subject, in the case of
Definitive Bearer Notes, to such notice period as is specified in the applicable Final Terms), in each case against
certification of beneficial ownership as described above unless such certification has already been given,
provided that purchasers in the United States and certain U.S. persons will not be able to receive Definitive
Bearer Notes. The holder of a Temporary Bearer Global Note will not be entitled to collect any payment of
interest, principal or other amount due on or after the Exchange Date unless, upon due certification, exchange of
the Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for Definitive Bearer
Notes is improperly withheld or refused.

Payments of principal, interest (if any) or any other amounts on a Permanent Bearer Global Note will be
made through Euroclear and/or Clearstream, Luxembourg against presentation or surrender (as the case may be)
of the Permanent Bearer Global Note without any requirement for certification.

The applicable Final Terms will specify that a Permanent Bearer Global Note will be exchangeable (free of
charge), in whole but not in part, for Definitive Bearer Notes with, where applicable, receipts, interest coupons
and talons attached upon either (a) not less than 60 days written notice given at any time from Euroclear and/or
Clearstream, Luxembourg (acting on the instructions of any holder of an interest in such Permanent Bearer
Global Note) to the Principal Paying Agent as described therein or (b) only upon the occurrence of an Exchange
Event. For these purposes, Exchange Event means that (i) an Event of Default (as defined in Condition 11) has
occurred and is continuing, (ii) the Issuer has been notified that both Euroclear and Clearstream, Luxembourg
have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or
otherwise) or have announced an intention permanently to cease business or have in fact done so and no
successor clearing system is available or (iii) the Issuer has or will become subject to adverse tax consequences
which would not be suffered were the Notes represented by the Permanent Bearer Global Note in definitive form.
The Issuer will promptly give notice to Noteholders in accordance with Condition 15 if an Exchange Event
occurs. In the event of the occurrence of an Exchange Event, Euroclear and/or Clearstream, Luxembourg or the
common depositary on their behalf (acting on the instructions of any holder of an interest in such Permanent
Bearer Global Note) may give notice to the Principal Paying Agent requesting exchange and, in the event of the
occurrence of an Exchange Event as described in (iii) above, the Issuer may also give notice to the Principal
Paying Agent requesting exchange. Any such exchange shall occur not later than 45 days after the date of receipt
of the first relevant notice by the Principal Paying Agent.

46
 The following legend will appear on all Bearer Notes which have an original maturity of more than one year
and on all receipts and interest coupons relating to such Notes:

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

The sections referred to provide that U.S. holders, with certain exceptions, will not be entitled to deduct any
loss on Bearer Notes, receipts or interest coupons and will not be entitled to capital gains treatment of any gain on
any sale, disposition, redemption or payment of principal in respect of such Notes, receipts or interest coupons.

Notes which are represented by a Bearer Global Note will only be transferable in accordance with the rules
and procedures for the time being of Euroclear or Clearstream, Luxembourg, as the case may be.

REGISTERED NOTES
The Registered Notes of each Tranche offered and sold in reliance on Regulation S, which will be sold to
non-U.S. persons outside the United States, will initially be represented by a global note in registered form (a
Regulation S Global Note). Prior to expiry of the distribution compliance period (as defined in Regulation S)
applicable to each Tranche of Notes, beneficial interests in a Regulation S Global Note may not be offered or
sold to, or for the account or benefit of, a U.S. person save as otherwise provided in Condition 2 and may not be
held otherwise than through Euroclear or Clearstream, Luxembourg and such Regulation S Global Note will bear
a legend regarding such restrictions on transfer.

The Registered Notes of each Tranche may only be offered and sold in the United States or to U.S. persons
in private transactions (i) to persons who are both QIBs and QPs or (ii) to persons who are both Institutional
Accredited Investors and who execute and deliver an IAI Investment Letter in which they agree to purchase the
Notes for their own account and not with a view to the distribution thereof and QPs. The Registered Notes of
each Tranche sold to QIBs that are also QPs will be represented by a global note in registered form (a Rule 144A
Global Note and, together with a Regulation S Global Note, each a Registered Global Note).

Registered Global Notes will either (i) be deposited with a custodian for, and registered in the name of a
nominee of, The Depository Trust Company (DTC) or (ii) be deposited with a common depositary for, and
registered in the name of a common nominee of, Euroclear and Clearstream, Luxembourg, as specified in the
applicable Final Terms. Persons holding beneficial interests in Registered Global Notes will be entitled or
required, as the case may be, under the circumstances described below, to receive physical delivery of definitive
Notes in fully registered form.

The Registered Notes of each Tranche sold to Institutional Accredited Investors that are also QPs will be in
definitive form, registered in the name of the holder thereof (Definitive IAI Registered Notes). Unless otherwise
set forth in the applicable Final Terms, Definitive IAI Registered Notes will be issued only in minimum
denominations of U.S.$500,000 and integral multiples of U.S.$1,000 in excess thereof (or the approximate
equivalents in the applicable Specified Currency). Definitive IAI Registered Notes will be subject to the
restrictions on transfer set forth therein and will bear the restrictive legend described under Subscription and
Sale and Transfer and Selling Restrictions. Institutional Accredited Investors that hold Definitive IAI
Registered Notes may not elect to hold such Notes through DTC, Euroclear or Clearstream, Luxembourg, but
transferees acquiring such Notes in transactions exempt from Securities Act registration pursuant to Regulation S
or Rule 144A under the Securities Act (if available) may do so upon satisfaction of the requirements applicable
to such transfer as described under Subscription and Sale and Transfer and Selling Restrictions. The
Registered Global Notes and the Definitive IAI Registered Notes will be subject to certain restrictions on transfer
set forth therein and will bear a legend regarding such restrictions.

Payments of principal, interest and any other amount in respect of the Registered Global Notes will, in the
absence of provision to the contrary, be made to the person shown on the Register (as defined in Condition 7(d))
as the registered holder of the Registered Global Notes. None of the Issuer, the Guarantor, any Paying Agent or
the Registrar will have any responsibility or liability for any aspect of the records relating to or payments or
deliveries made on account of beneficial ownership interests in the Registered Global Notes or for maintaining,
supervising or reviewing any records relating to such beneficial ownership interests.

Payments of principal, interest or any other amount in respect of the Registered Notes in definitive form
will, in the absence of provision to the contrary, be made to the persons shown on the Register on the relevant
Record Date (as defined in Condition 7(d)) immediately preceding the due date for payment in the manner
provided in that Condition.

47
 Interests in a Registered Global Note will be exchangeable (free of charge), in whole but not in part, for
definitive Registered Notes without receipts, interest coupons or talons attached only upon the occurrence of an
Exchange Event. For these purposes, Exchange Event means that (i) an Event of Default has occurred and is
continuing, (ii) in the case of Notes registered in the name of a nominee for DTC, either DTC has notified the
Issuer that it is unwilling or unable to continue to act as depositary for the Notes and no alternative clearing
system is available or DTC has ceased to constitute a clearing agency registered under the Exchange Act and no
alternative clearing system is available, (iii) in the case of Notes registered in the name of a nominee for a
common depositary for Euroclear and Clearstream, Luxembourg, the Issuer has been notified that both Euroclear
and Clearstream, Luxembourg have been closed for business for a continuous period of 14 days (other than by
reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have
in fact done so and, in any such case, no successor clearing system is available or (iv) the Issuer has or will
become subject to adverse tax consequences which would not be suffered were the Notes represented by the
Registered Global Note in definitive form. The Issuer will promptly give notice to Noteholders in accordance
with Condition 15 if an Exchange Event occurs. In the event of the occurrence of an Exchange Event, DTC,
Euroclear and/or Clearstream, Luxembourg or any person acting on their behalf (acting on the instructions of any
holder of an interest in such Registered Global Note) may give notice to the Registrar requesting exchange and,
in the event of the occurrence of an Exchange Event as described in (iv) above, the Issuer may also give notice to
the Registrar requesting exchange. Any such exchange shall occur not later than 10 days after the date of receipt
of the first relevant notice by the Registrar.

TRANSFER OF INTERESTS
Interests in a Registered Global Note may, subject to compliance with all applicable restrictions, be
transferred to a person who wishes to hold such interest in another Registered Global Note or in the form of a
Definitive IAI Registered Note and Definitive IAI Registered Notes may, subject to compliance with all
applicable restrictions, be transferred to a person who wishes to hold such Notes in the form of an interest in a
Registered Global Note. No beneficial owner of an interest in a Registered Global Note will be able to transfer
such interest, except in accordance with the applicable procedures of DTC, Euroclear and Clearstream,
Luxembourg, in each case to the extent applicable. Registered Notes are also subject to the restrictions on
transfer set forth therein and will bear a legend regarding such restrictions, see Subscription and Sale and
Transfer and Selling Restrictions.

GENERAL
Pursuant to the Agency Agreement, the Principal Paying Agent shall arrange that, where a further Tranche
of Notes is issued which is intended to form a single Series with an existing Tranche of Notes, the Notes of such
further Tranche shall be assigned a common code and ISIN and, where applicable, a CUSIP and CINS number
which are different from the common code, ISIN, CUSIP and CINS assigned to Notes of any other Tranche of
the same Series until at least the expiry of the distribution compliance period (as defined in Regulation S)
applicable to the Notes of such Tranche.

Any reference herein to Euroclear and/or Clearstream, Luxembourg and/or DTC shall, whenever the context so
permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable
Final Terms or as may otherwise be approved by the Issuer, the Guarantor and the Principal Paying Agent.

A Note may be accelerated by the holder thereof in certain circumstances described in Condition 11. In such
circumstances, where any Note is still represented by a Global Note and the Global Note (or any part thereof) has
become due and repayable in accordance with the Conditions of such Notes and payment in full of the amount
due has not been made in accordance with the provisions of the Global Note then the Global Note will become
void at 8.00 p.m. (London time) on the day immediately following such day. At the same time, holders of
interests in such Global Note credited to their accounts with Euroclear and/or Clearstream, Luxembourg and/or
DTC, as the case may be, will become entitled to proceed directly against the Issuer on the basis of statements of
account provided by Euroclear, Clearstream, Luxembourg and DTC on and subject to the terms of a deed of
covenant dated 28 April 2009 and executed by the Issuer. In addition, holders of interests in such Global Note
credited to their accounts with DTC may require DTC to deliver definitive Notes in registered form in exchange
for their interest in such Global Note in accordance with DTCs standard operating procedures.

The Issuer and the Guarantor may agree with any Dealer that Notes may be issued in a form not
contemplated by the Terms and Conditions of the Notes herein, in which event a new Base Prospectus or a
supplement to the Base Prospectus, if appropriate, will be made available which will describe the effect of the
agreement reached in relation to such Notes.

48
 APPLICABLE FINAL TERMS

Set out below is the form of Final Terms which will be completed for each Tranche of Notes issued under the
Programme.

[Date]

MDC GMTN B.V.

Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]

under the Global Medium Term Note Programme

Guaranteed by Mubadala Development Company PJSC

PART ACONTRACTUAL 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 which constitutes a base prospectus for the purposes of the Prospectus
Directive (Directive 2003/71/EC) (the Prospectus Directive). 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 Base Prospectus. 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 Base Prospectus. The Base
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.

[The following alternative language applies if the first tranche of an issue which is being increased was
issued under a Base Prospectus with an earlier date.

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the
Conditions) set forth in the Base Prospectus dated [original date] which are incorporated by reference in the
Base Prospectus dated [current date]. This document constitutes the Final Terms of the Notes described herein
for the purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive)
and must be read in conjunction with the Base Prospectus dated [current date] which constitutes a base
prospectus for the purposes of 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 Base Prospectus
dated [current date]. Copies of the Base Prospectus are 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.]

[Include whichever of the following apply or specify as Not Applicable (N/A). Note that the numbering
should remain as set out below, even if Not Applicable is indicated for individual paragraphs or
subparagraphs. Italics denote directions for completing the Final Terms.]

[When adding any other final terms or information consideration should be given as to whether such terms
or information constitute significant new factors and consequently trigger the need for a supplement to the
Base Prospectus under Article 16 of the Prospectus Directive.]

[If the Notes have a maturity of less than one year from the date of their issue, the minimum denomination
may need to be 100,000 or its equivalent in any other currency.]

49
1. (a) Issuer: MDC GMTN B.V.
(b) Guarantor: Mubadala Development Company PJSC

2. (a) Series Number: [ ]

(b) Tranche Number: [ ]
(If fungible with an existing Series, details of that Series,
including the date on which the Notes become fungible)

3. Specified Currency or Currencies: [ ]

4. Aggregate Nominal Amount:

(a) Series: [ ]
(b) Tranche: [ ]

5. Issue Price: [ ] per cent. of the Aggregate Nominal Amount [plus

accrued interest from [insert date] (if applicable)]

6. (a) Specified Denominations: [ ]

(in the case of Registered Notes this
means the minimum integral amount in
which transfers can be made)
(b) Calculation Amount:
(Note where Bearer Notes with multiple denominations
above a defined minimum denomination (for example,
100,000 or equivalent) are being used the following
sample wording should be followed:
[100,000] and integral multiples of [1,000] in excess
thereof up to and including [199,000]. No Notes in
definitive form will be issued with a denomination above
[199,000].)
(N.B. If an issue of Notes is (i) NOT admitted to trading on
a European Economic Area exchange; and (ii) only offered
in the European Economic Area in circumstances where a
prospectus is not required to be published under the
Prospectus Directive, the 100,000 or equivalent minimum
denomination is not required)
[ ]
(If only one Specified Denomination, insert the Specified
Denomination. If more than one Specified Denomination,
insert the highest common factor. Note: There must be a
common factor in the case of two or more Specified
Denominations)

7. (a) Issue Date: [ ]

(b) Interest Commencement Date: [specify/Issue Date/Not Applicable]
(N.B. An Interest Commencement Date will not be relevant
for certain Notes, for example Zero Coupon Notes)

8. Maturity Date: [Fixed ratespecify date/ Floating rateInterest Payment

Date falling in or nearest to [specify month and year]]

9. Interest Basis: [[ ] per cent. Fixed Rate]

[[LIBOR/EURIBOR] +/- [ ] per cent. Floating Rate]
[Zero Coupon]
[Index Linked Interest]
[Dual Currency Interest]
[specify other]

50
 (further particulars specified below)

10. Redemption/Payment Basis: [Redemption at par]

[Index Linked Redemption]
[Dual Currency Redemption]
[Partly Paid]
[Instalment]
[specify other]
(N.B. If the Final Redemption Amount is other than 100 per
cent. of the nominal value the Notes will be derivative
securities for the purposes of the Prospectus Directive and
the requirements of Annex XII to the Prospectus Directive
Regulation will apply)

11. Change of Interest Basis or Redemption/ [Specify details of any provision for change of Notes into
Payment Basis: another Interest Basis or Redemption/Payment Basis]

12. Put/Call Options: [Investor Put]

[Change of Control Put]
[Issuer Call]
[(further particulars specified below)]

13. (a) Status of the Notes: Senior

(b) Status of the Guarantee: Senior

14. Method of distribution: [Syndicated/Non-syndicated]

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15. Fixed Rate Note Provisions: [Applicable/Not Applicable]

(a) Rate(s) of Interest:
(b) Interest Payment Date(s):
(c) Fixed Coupon Amount(s):
(Applicable to Notes in definitive form)
(d) Broken Amount(s):
(Applicable to Notes in definitive form)
(e) Day Count Fraction:
(f) Determination Date(s):
(If not applicable, delete the remaining subparagraphs of
this paragraph)
[ ] per cent. per annum [payable [annually/semi-
annually/quarterly/other (specify)] in arrear]
(If payable other than annually, consider amending
Condition 6)
[[ ] in each year up to and including the Maturity
Date]/[specify other]
(N.B. This will need to be amended in the case of long or
short coupons)
[ ] per Calculation Amount
[ ] per Calculation Amount, payable on the Interest
Payment Date falling [in/on] [ ]
[30/360 or Actual/Actual (ICMA) or [specify other]]
[[ ] in each year][Not Applicable]
(Insert regular interest payment dates, ignoring issue date
or maturity date in the case of a long or short first or last
coupon N.B. This will need to be amended in the case of
regular interest payment dates which are not of equal
duration N.B. Only relevant where Day Count Fraction is
Actual/ Actual (ICMA))

51
 (g) Other terms relating to the method of
calculating interest for Fixed Rate
Notes:
16. Floating Rate Note Provisions:
(a) Specified Period(s)/Specified Interest
Payment Dates:
(b) Business Day Convention:
(c) Additional Business Centre(s):
(d) Manner in which the Rate of Interest
and Interest Amount is to be
determined:
(e) Party responsible for calculating the
Rate of Interest and Interest Amount (if
not the Principal Paying Agent):
(f) Screen Rate Determination:
Reference Rate:
Interest Determination Date(s):
Relevant Screen Page:
(g) ISDA Determination:
Floating Rate Option:
Designated Maturity:
Reset Date:
(h) Margin(s):
(i) Minimum Rate of Interest:
(j) Maximum Rate of Interest:
(k) Day Count Fraction:
[None/Give details]
[Applicable/Not Applicable]
(If not applicable, delete the remaining subparagraphs of
this paragraph)
[ ]
[Floating Rate Convention/Following Business Day
Convention/Modified Following Business Day Convention/
Preceding Business Day Convention/ [specify other]]
[ ]
[Screen Rate Determination/ISDA Determination/specify
other]
[ ]
[ ]
(Either LIBOR, EURIBOR or other, although additional
information is required if otherincluding fallback
provisions in the Agency Agreement)
[ ]
(Second London business day prior to the start of each
Interest Period if LIBOR (other than Sterling or euro
LIBOR), first day of each Interest Period if Sterling LIBOR
and the second day on which the TARGET2 System is open
prior to the start of each Interest Period if EURIBOR or
euro LIBOR)
[ ]
(In the case of EURIBOR, if not Reuters EURIBOR01
ensure it is a page which shows a composite rate or amend
the fallback provisions appropriately)
[ ]
[ ]
[ ]
[+/-] [ ] per cent. per annum
[ ] per cent. per annum
[ ] per cent. per annum
[Actual/Actual (ISDA)
Actual/365 (Fixed)
Actual/365 (Sterling)
Actual/360
30/360
30E/360
30E/360 (ISDA)
Other]
(See Condition 6 for alternatives)
52
 (l) Fallback provisions, rounding [ ]
provisions and any other terms relating
to the method of calculating interest on
Floating Rate Notes, if different from
those set out in the Conditions:

17. Zero Coupon Note Provisions: [Applicable/Not Applicable]

(If not applicable, delete the remaining subparagraphs of
this paragraph)
(a) Accrual Yield: [ ] per cent. per annum
(b) Reference Price: [ ]
(c) Any other formula/basis of determining [ ]
amount payable:
(d) Day Count Fraction in relation to Early [Conditions 8(e) and (j) apply/specify other]
Redemption Amounts and late (Consider applicable day count fraction if not U.S. dollar
payment: denominated)

18. Index Linked Interest Note Provisions: [Applicable/Not Applicable]

(a) Index/Formula:
(b) Calculation Agent:
(c) Party responsible for calculating the
Rate of Interest (if not the Calculation
Agent) and Interest Amount (if not the
Principal Paying Agent):
(d) Provisions for determining Coupon [need to include a description of market disruption or
where calculation by reference to Index settlement disruption events and adjustment provisions]
and/or Formula is impossible or
impracticable:
(e) Specified Period(s)/Specified Interest
Payment Dates:
(f) Business Day Convention:
(g) Additional Business Centre(s):
(h) Minimum Rate of Interest:
(i) Maximum Rate of Interest:
(j) Day Count Fraction:
(If not applicable, delete the remaining subparagraphs of
this paragraph)
(N.B. If the Final Redemption Amount is other than 100 per
cent. of the nominal value the Notes will be derivative
securities for the purposes of the Prospectus Directive and
the requirements of Annex XII to the Prospectus Directive
Regulation will apply)
[give or annex details]
[give name and, if the Notes are derivative securities to
which Annex XII of the Prospectus Directive Regulation
applies, address]
[ ]
[ ]
[Floating Rate Convention/Following Business Day
Convention/Modified Following Business Day Convention/
Preceding Business Day Convention/specify other]
[ ]
[ ] per cent. per annum
[ ] per cent. per annum
[ ]

19. Dual Currency Interest Note Provisions: [Applicable/Not Applicable]

(If not applicable, delete the remaining subparagraphs of
this paragraph)

53

(a) Rate of Exchange/method of
calculating Rate of Exchange:
(b) Party, if any, responsible for calculating
the principal and/or interest due (if not
the Principal Paying Agent):
(c) Provisions applicable where calculation
by reference to Rate of Exchange
impossible or impracticable:
(d) Person at whose option Specified
Currency(ies) is/are payable:
PROVISIONS RELATING TO REDEMPTION
20. Issuer Call:
(a) Optional Redemption Date(s):
(b) Optional Redemption Amount and
method, if any, of calculation of such
amount(s):
(c) If redeemable in part:
(i) Minimum Redemption Amount:
(ii) Maximum Redemption Amount:
(d) Notice period (if other than as set out in
the Conditions):
21. Investor Put:
(a) Optional Redemption Date(s):
(b) Optional Redemption Amount and
method, if any, of calculation of such
amount(s):
(c) Notice period (if other than as set out in
the Conditions):
(N.B. If the Final Redemption Amount is other than 100 per
cent. of the nominal value the Notes will be derivative
securities for the purposes of the Prospectus Directive and
the requirements of Annex XII to the Prospectus Directive
Regulation will apply)
[give or annex details]
[ ]
[need to include a description of market disruption or
settlement disruption events and adjustment provisions]
[ ]
[Applicable/Not Applicable]
(If not applicable, delete the remaining subparagraphs of
this paragraph)
[ ]
[[ ] per Calculation Amount/specify other/see
Appendix]
[ ] per Calculation Amount
[ ] per Calculation Amount
[ ]
(N.B. If setting notice periods which are different to those
provided in the Conditions, the Issuer is advised to
consider the practicalities of distribution of information
through intermediaries, for example, clearing systems and
custodians, as well as any other notice requirements which
may apply, for example, as between the Issuer and the
Principal Paying Agent)
[Applicable/Not Applicable]
(If not applicable, delete the remaining subparagraphs of
this paragraph)
[ ]
[[ ] per Calculation Amount/specify other/see
Appendix]
[ ]
(N.B. If setting notice periods which are different to those
provided in the Conditions, the Issuer is advised to
consider the practicalities of distribution of information
through intermediaries, for example, clearing systems and
custodians, as well as any other notice requirements which
may apply, for example, as between the Issuer and the
Principal Paying Agent)
54
22. Change of Control Put: [Applicable/Not Applicable]
(If not applicable, delete the remaining subparagraphs of
this paragraph)
(a) Change of Control Redemption [[ ] per Calculation Amount/specify other]
Amount:
(b) Any other provisions relating to [Not Applicable/give details]
Change of Control Put:

23. Final Redemption Amount: [[ ] per Calculation Amount/specify other/see

Appendix]
(N.B. If the Final Redemption Amount is other than 100 per
cent. of the nominal value the Notes will be derivative
securities for the purposes of the Prospectus Directive and
the requirements of Annex XII to the Prospectus Directive
Regulation will apply)

24. Early Redemption Amount payable on [[ ] per Calculation Amount/specify other/see

redemption for taxation reasons or on event Appendix]
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
[on 60 days notice given at any time/upon an Exchange
Event]]
[Temporary Global Note exchangeable for Definitive Notes
on and after the Exchange Date]
[Permanent Global Note exchangeable for Definitive Notes
[on 60 days notice given at any time/upon an Exchange
Event]]
(N.B. The exchange upon notice option should not be
expressed to be applicable if the Specified Denomination of
the Notes in paragraph 6 includes language substantially
to the following effect: [100,000] and integral multiples
of [1,000] in excess thereof up to and including
[199,000]. No Notes in definitive form will be issued with
a denomination above [199,000]. Furthermore, such
Specified Denomination construction is not permitted in
relation to any issue of Notes which is to be represented on
issue by a Temporary Global Note exchangeable for
Definitive Notes)
[Registered Notes:
[Regulation S Global Note registered in the name of a
nominee for [DTC/a common depositary for Euroclear and
Clearstream, Luxembourg]]
[Rule 144A Global Note registered in the name of a
nominee for [DTC/a common depositary for Euroclear and
Clearstream, Luxembourg]
[Definitive IAI Registered Notes]

55
 (In the case of an issue with more than one Global Note or
a combination of one or more Global Notes and Definitive
IAI Notes, specify the nominal amounts of each Global
Note and, if applicable, the aggregate nominal amount of
all Definitive IAI Notes if such information is available)
(Noteminimum purchase amount for Notes sold pursuant
to Rule 144A is U.S.$200,000 and minimum denomination
for Definitive IAI Registered Notes is U.S.$500,000)

26. Additional Financial Centre(s) or other [Not Applicable/give details]

special provisions relating to Payment Days: (Note that this paragraph relates to the place of payment
and not Interest Period end dates to which subparagraphs
16(c) and 18(g) relate)

27. Talons for future Coupons or Receipts to be [Yes/No] [If yes, give details]
attached to Definitive Notes in bearer form
(and dates on which such Talons mature):

28. Details relating to Partly Paid Notes: amount [Not Applicable/give details. N.B. a new form of
of each payment comprising the Issue Price Temporary Global Note and/or Permanent Global Note
and date on which each payment is to be may be required for Partly Paid issues]
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/give details]
(b) Instalment Date(s): [Not Applicable/give details]

30. Redenomination applicable: Redenomination [not] applicable

(If Redenomination is applicable, specify the applicable
Day Count Fraction and any provisions necessary to deal
with floating rate interest calculation (including alternative
reference rates))

31. Other final terms: [Not Applicable/give details]

(When adding any other final terms consideration should

be given as to whether such terms constitute significant
new factors and consequently trigger the need for a
supplement to the Base Prospectus under Article 16 of the
Prospectus Directive)

DISTRIBUTION

32. (a) If syndicated, names of Managers: [Not Applicable/give names]

(If the Notes are derivative securities to which Annex XII of

the Prospectus Directive Regulation applies, include names
of entities agreeing to underwrite the issue on a firm
commitment basis and names of the entities agreeing to
place the issue without a firm commitment or on a best
efforts basis if such entities are not the same as the
Managers)

56
 (b) Date of Subscription Agreement:
(c) Stabilising Manager(s) (if any):
[ ]
(The above is only relevant if the Notes are derivative
securities to which Annex XII of the Prospectus Directive
Regulation applies)
[Not Applicable/give name]

33. If non-syndicated, name of relevant Dealer: [Not Applicable/give name]

34. U.S. Selling Restrictions: [Regulation S Category 2; [Rule 144A and 3(c)(7) QPs/
Section 4(2)] [TEFRA D/TEFRA C/TEFRA not
applicable]]

35. Additional selling restrictions: [Not Applicable/give details]

36. Additional U.S. Federal income tax [Not Applicable/give details]

disclosure:

37. Additional ERISA disclosure: [Not Applicable/give details]

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue and admission to trading on [specify relevant
regulated market (for example the London Stock Exchanges regulated market) and, if relevant listing on an
official list (for example, the Official List of the UK Listing Authority)] of the Notes described herein pursuant to
the Global Medium Term Note Programme of MDC GMTN B.V.

RESPONSIBILITY
The Issuer and the Guarantor accept responsibility for the information contained in these Final Terms.
[[Relevant third party information, for example in compliance with Annex XII to the Prospectus Directive
Regulation in relation to an index or its components] has been extracted from [specify source]. 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 [specify source], no facts have been omitted which would
render the reproduced information inaccurate or misleading.]

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

57
 PART BOTHER INFORMATION
1. LISTING AND ADMISSION TO TRADING
(i) Listing and Admission to trading: [Application [has been] [is expected to be] made by
the Issuer (or on its behalf) for the Notes to be
admitted to trading on [specify relevant regulated
market (for example the London Stock Exchanges
regulated market) and, if relevant, listing on an
official list (for example, the Official List of the UK
Listing Authority)] with effect from [ ]] [Not
Applicable]
(ii) Estimate of total expenses related to admission [ ]
to trading:

2. RATINGS
Ratings: The Notes to be issued have been rated:
[S&P: [ ]]
[Moodys ME: [ ]]
[Fitch: [ ]]
(The above disclosure should reflect the rating
allocated to Notes of the type being issued under the
Programme generally or, where the issue has been
specifically rated, that rating)
[Standard & Poors Credit Market Services Europe
Limited is established in the European Union and
has applied for registration under Regulation (EC)
No. 1060/2009, although notification of the
corresponding registration decision has not yet been
provided by the relevant competent authority.] /
[Standard & Poors Credit Market Services Europe
Limited is established in the European Union and is
registered under Regulation (EC) No. 1060/2009.]
[Fitch Ratings Ltd. is established in the European
Union and has applied for registration under
Regulation (EC) No. 1060/2009, although
notification of the corresponding registration
decision has not yet been provided by the relevant
competent authority.] / [Fitch Ratings Ltd. is
established in the European Union and is registered
under Regulation (EC) No. 1060/2009.]
[Moodys Middle East Limited is not established in
the European Union and has not applied for
registration under Regulation (EC) No. 1060/2009.
However, the application for registration under
Regulation (EC) No. 1060/2009 of Moodys
Investors Service Ltd., which is established in the
European Union, disclosed the intention to endorse
credit ratings of Moodys Middle East Limited.] /
[Moodys Middle East Limited is not established in
the European Union and has not applied for
registration under Regulation (EC) No. 1060/2009.
The ratings [[have been]/[are expected to be]]
endorsed by Moodys Investors Service Ltd. in
accordance with Regulation (EC) No. 1060/2009.
Moodys Investors Service Ltd. is established in the
European Union and registered under Regulation
(EC) No. 1060/2009.]

58
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

[Save for any fees payable to the [Managers/Dealer], so far as the Issuer is aware, no person involved in the
issue of the Notes has an interest material to the offer.Amend as appropriate if there are other interests]

(When adding any other description, consideration should be given as to whether such matters described
constitute significant new factors and consequently trigger the need for a supplement to the Base
Prospectus under Article 16 of the Prospectus Directive)

4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i) Reasons for the offer: [ ]
(ii) Estimated net proceeds: [ ]
(iii) Estimated total expenses: [ ]
(N.B. Delete unless the Notes are derivative
securities to which Annex XII of the Prospectus
Directive Regulation applies, in which case (i)
above is required where the reasons for the offer are
different from making profit and/or hedging certain
risks and, where such reasons are inserted in (i),
disclosure of net proceeds and total expenses at (ii)
and (iii) above are also required)

5. YIELD (Fixed Rate Notes only)

Indication of yield: [ ]
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 (Index-linked Notes only)
[Need to include details of where past and future performance and volatility of the index/formula can be
obtained]

[Where the underlying is an index need to include the name of the index and a description if composed by
the Issuer and if the index is not composed by the Issuer need to include details of where the information
about the index can be obtained]

[Include other information concerning the underlying required by paragraph 4.2 of Annex XII of the
Prospectus Directive Regulation]

[When completing the above paragraphs, consideration should be given as to whether such matters
described constitute significant new factors and consequently trigger the need for a supplement to the
Base Prospectus under Article 16 of the Prospectus Directive]

The Issuer [intends to provide post-issuance information [specify what information will be reported and
where it can be obtained]] [does not intend to provide post-issuance information].
[N.B. This paragraph 6 only applies if the Notes are derivative securities to which Annex XII of the
Prospectus Directive Regulation applies]

59
7. PERFORMANCE OF RATE[S] OF EXCHANGE (Dual Currency Notes only)
[Need to include details of where past and future performance and volatility of the relevant rates can be
obtained]
[When completing this paragraph, consideration should be given as to whether such matters described
constitute significant new factors and consequently trigger the need for a supplement to the Base
Prospectus under Article 16 of the Prospectus Directive]
The Issuer [intends to provide post-issuance information [specify what information will be reported and
where it can be obtained]] [does not intend to provide post-issuance information].
[N.B. This paragraph 7 only applies if the Notes are derivative securities to which Annex XII of the
Prospectus Directive Regulation applies]

8. OPERATIONAL INFORMATION
(i) ISIN Code: [ ]
(ii) Common Code: [ ]
(iii) CUSIP: [ ]
(iv) CINS: [ ]
(v) Any clearing system(s) other than DTC, [Not Applicable/give name(s) and number(s)]
Euroclear and Clearstream, Luxembourg and
the relevant identification number(s):
(vi) Delivery: Delivery [against/free of] payment
(vii) Names and addresses of additional Paying [ ]
Agent(s) (if any):

60
 TERMS AND CONDITIONS OF THE NOTES

The following are the Terms and Conditions of the Notes which (save for the text in italics) will be
incorporated by reference into each Global Note (as defined below) and each definitive Note, in the latter case
only if permitted by the relevant stock exchange or other relevant authority (if any) and agreed by the Issuer and
the relevant Dealer at the time of issue but, if not so permitted and agreed, such definitive Note will have
endorsed thereon or attached thereto such Terms and Conditions. The applicable Final Terms in relation to any
Tranche of Notes may specify other terms and conditions which shall, to the extent so specified or to the extent
inconsistent with the following Terms and Conditions, replace or modify the following Terms and Conditions for
the purpose of such Notes. The applicable Final Terms (or the relevant provisions thereof) will be endorsed
upon, or attached to, each Global Note and definitive Note. Reference should be made to Form of the Notes
for a description of the content of Final Terms which will specify which of such terms are to apply in relation to
the relevant Notes.

This Note is one of a Series (as defined below) of Notes issued by MDC GMTN B.V. (the Issuer)
pursuant to the Agency Agreement (as defined below).

References herein to the Notes shall be references to the Notes of this Series and shall mean:
(i) in relation to any Notes represented by a global Note (a Global Note), units of each Specified
Denomination in the Specified Currency;
(ii) any Global Note;
(iii) any definitive Notes in bearer form (Bearer Notes) issued in exchange for a Global Note in bearer
form; and
(iv) any definitive Notes in registered form (Registered Notes) (whether or not issued in exchange for a
Global Note in registered form).

The Notes, the Receipts (as defined below) and the Coupons (as defined below) have the benefit of an
Amended and Restated Agency Agreement (such Amended and Restated Agency Agreement as amended and/or
supplemented and/or restated from time to time, the Agency Agreement) dated 13 April 2011 and made between
the Issuer, Mubadala Development Company PJSC (the Guarantor) as guarantor, Citibank, N.A. as issuing and
principal paying agent and agent bank (the Principal Paying Agent, which expression shall include any
successor principal paying agent) and as exchange agent (the Exchange Agent, which expression shall include
any successor exchange agent) and the other paying agents named therein (together with the Principal Paying
Agent, the Paying Agents, which expression shall include any additional or successor paying agents) and
Citigroup Global Markets Deutschland AG as registrar (the Registrar, which expression shall include any
successor registrar) and a transfer agent and the other transfer agents named therein (together with the Registrar,
the Transfer Agents, which expression shall include any additional or successor transfer agents).

Interest bearing Bearer Notes in definitive form (Definitive Bearer Notes) have interest coupons
(Coupons) and, if indicated in the applicable Final Terms, talons for further Coupons (Talons) attached on issue.
Any reference herein to Coupons or coupons shall, unless the context otherwise requires, be deemed to include a
reference to Talons or talons. Definitive Bearer Notes repayable in instalments have receipts (Receipts) for the
payment of the instalments of principal (other than the final instalment) attached on issue. Registered Notes and
Global Notes do not have Receipts, Coupons or Talons attached on issue.

The final terms for this Note (or the relevant provisions thereof) are set out in Part A of the Final Terms
attached to or endorsed on this Note which supplement these Terms and Conditions (the Conditions) and may
specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the
Conditions, replace or modify the Conditions for the purposes of this Note. References to the applicable Final
Terms are to Part A of the Final Terms (or the relevant provisions thereof) attached to or endorsed on this Note.

The payment of all amounts in respect of this Note have been guaranteed by the Guarantor pursuant to a
guarantee (the Guarantee) dated 13 April 2011 and executed by the Guarantor. The original of the Guarantee is
held by the Principal Paying Agent on behalf of the Noteholders, the Receiptholders and the Couponholders at its
specified office.

Any reference to Noteholders or holders in relation to any Notes shall mean (in the case of Bearer Notes)
the bearers of the Notes and (in the case of Registered Notes) the persons in whose name the Notes are registered

61
and shall, in relation to any Notes represented by a Global Note, be construed as provided below. Any reference
herein to Receiptholders shall mean the holders of the Receipts and any reference herein to Couponholders
shall mean the holders of the Coupons and shall, unless the context otherwise requires, include the holders of the
Talons.

As used herein, Tranche means Notes which are identical in all respects (including as to listing and
admission to trading) and Series means a Tranche of Notes together with any further Tranche or Tranches of
Notes which are (a) expressed to be consolidated and form a single series and (b) identical in all respects
(including as to listing and admission to trading) except for their respective Issue Dates (unless this is a Zero
Coupon Note), Interest Commencement Dates and/or Issue Prices.

The Noteholders, the Receiptholders and the Couponholders are entitled to the benefit of the Deed of
Covenant (the Deed of Covenant) dated 13 April 2011 and made by the Issuer. The original of the Deed of
Covenant is held by the common depositary for Euroclear (as defined below) and Clearstream, Luxembourg (as
defined below).

Copies of the Agency Agreement, the Guarantee, a deed poll (the Deed Poll) dated 13 April 2011 and made
by the Issuer and the Guarantor and the Deed of Covenant are available for inspection during normal business
hours at the specified office of each of the Principal Paying Agent, the Registrar, the other Paying Agents, the
Exchange Agent and the other Transfer Agents (such Agents and the Registrar being together referred to as the
Agents). Copies of the applicable Final Terms are available for viewing at the registered office of the Issuer and
of the Principal Paying Agent and copies may be obtained from those offices save that, if this Note is neither
admitted to trading on a regulated market in the European Economic Area nor offered in the European Economic
Area in circumstances where a prospectus is required to be published under the Prospectus Directive, the
applicable Final Terms will only be obtainable by a Noteholder holding one or more Notes and such Noteholder
must produce evidence satisfactory to the Issuer and the relevant Agent as to its holding of such Notes and
identity. The Noteholders, the Receiptholders and the Couponholders are deemed to have notice of, and are
entitled to the benefit of, all the provisions of the Agency Agreement, the Guarantee, the Deed Poll, the Deed of
Covenant and the applicable Final Terms which are applicable to them. The provisions in the Conditions include
summaries of, and are subject to, the detailed provisions of the Agency Agreement, the Guarantee and the Deed
of Covenant.

Words and expressions defined in the Agency Agreement or used in the applicable Final Terms shall have
the same meanings where used in the Conditions unless the context otherwise requires or unless otherwise stated
and provided that, in the event of inconsistency between the Agency Agreement and the applicable Final Terms,
the applicable Final Terms will prevail.

1. FORM, DENOMINATION AND TITLE

The Notes are in bearer form or in registered form as specified in the applicable Final Terms and, in the case
of definitive Notes, serially numbered, in the Specified Currency and the Specified Denomination(s). Notes
of one Specified Denomination may not be exchanged for Notes of another Specified Denomination and
Bearer Notes may not be exchanged for Registered Notes and vice versa.
This Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest
Note, a Dual Currency Interest Note or a combination of any of the foregoing, depending upon the Interest
Basis shown in the applicable Final Terms.
This Note may be an Index Linked Redemption Note, an Instalment Note, a Dual Currency Redemption
Note, a Partly Paid Note or a combination of any of the foregoing, depending upon the Redemption/
Payment Basis shown in the applicable Final Terms.
Definitive Bearer Notes are issued with Coupons attached, unless they are Zero Coupon Notes, in which
case references to Coupons and Couponholders in the Conditions are not applicable.
Subject as set out below, title to the Bearer Notes, Receipts and Coupons will pass by delivery and title to
the Registered Notes will pass upon registration of transfers in accordance with the provisions of the
Agency Agreement. The Issuer, the Guarantor and any Agent will (except as otherwise required by law)
deem and treat the bearer of any Bearer Note, Receipt or Coupon and the registered holder of any Registered
Note as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or
writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global
Note, without prejudice to the provisions set out in the next succeeding paragraph.

62
 For so long as any of the Notes is represented by a Global Note held on behalf of Euroclear Bank S.A./N.V.
(Euroclear) and/or Clearstream Banking, socit anonyme (Clearstream, Luxembourg), each person
(other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of
Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in
which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the
nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all
purposes save in the case of manifest error) shall be treated by the Issuer, the Guarantor and the Agents as
the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of
principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant
Bearer Global Note or the registered holder of the relevant Registered Global Note shall be treated by the
Issuer, the Guarantor and any Agent as the holder of such nominal amount of such Notes in accordance with
and subject to the terms of the relevant Global Note and the expressions Noteholder and holder of Notes
and related expressions shall be construed accordingly.
For so long as The Depository Trust Company (DTC) or its nominee is the registered owner or holder of a
Registered Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or
holder of the Notes represented by such Registered Global Note for all purposes under the Agency
Agreement and the Notes except to the extent that in accordance with DTCs published rules and procedures
any ownership rights may be exercised by its participants or beneficial owners through participants.
Notes which are represented by a Global Note will be transferable only in accordance with the rules and
procedures for the time being of DTC, Euroclear and Clearstream, Luxembourg, as the case may be.
References to DTC, Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be
deemed to include a reference to any additional or alternative clearing system specified in the applicable
Final Terms or as may otherwise be approved by the Issuer, the Guarantor and the Principal Paying Agent.

2. TRANSFERS OF REGISTERED NOTES

(a) Transfers of interests in Registered Global Notes
Transfers of beneficial interests in Registered Global Notes will be effected by DTC, Euroclear or
Clearstream, Luxembourg, as the case may be, and, in turn, by other participants and, if appropriate, indirect
participants in such clearing systems acting on behalf of transferors and transferees of such interests. A
beneficial interest in a Registered Global Note will, subject to compliance with all applicable legal and
regulatory restrictions, be transferable for Notes in definitive form or for a beneficial interest in another
Registered Global Note only in the authorised denominations set out in the applicable Final Terms and only
in accordance with the rules and operating procedures for the time being of DTC, Euroclear or Clearstream,
Luxembourg, as the case may be, and in accordance with the terms and conditions specified in the Agency
Agreement. Transfers of a Registered Global Note registered in the name of a nominee for DTC shall be
limited to transfers of such Registered Global Note, in whole but not in part, to another nominee of DTC or
to a successor of DTC or such successors nominee.

(b) Transfers of Registered Notes in definitive form

Subject as provided in paragraphs (e), (f) and (g) below, upon the terms and subject to the conditions set
forth in the Agency Agreement, a Registered Note in definitive form may be transferred in whole or in part
(in the authorised denominations set out in the applicable Final Terms). In order to effect any such transfer
(i) the holder or holders must (A) surrender the Registered Note for registration of the transfer of the
Registered Note (or the relevant part of the Registered Note) at the specified office of any Transfer Agent,
with the form of transfer thereon duly executed by the holder or holders thereof or his or their attorney or
attorneys duly authorised in writing and (B) complete and deposit such other certifications as may be
required by the relevant Transfer Agent and (ii) the relevant Transfer Agent must, after due and careful
enquiry, be satisfied with the documents of title and the identity of the person making the request. Any such
transfer will be subject to such reasonable regulations as the Issuer and the Registrar may from time to time
prescribe (the initial such regulations being set out in Schedule 10 to the Agency Agreement). Subject as
provided above, the relevant Transfer Agent will, within three business days (being for this purpose a day on
which banks are open for business in the city where the specified office of the relevant Transfer Agent is
located) of the request (or such longer period as may be required to comply with any applicable fiscal or
other laws or regulations), deliver, or procure the delivery of, at its specified office to the transferee or (at
the risk of the transferee) send by uninsured mail, to such address as the transferee may request, a new
Registered Note in definitive form of a like aggregate nominal amount to the Registered Note (or the
relevant part of the Registered Note) transferred. In the case of the transfer of part only of a Registered Note

63
 in definitive form, a new Registered Note in definitive form in respect of the balance of the Registered Note
not transferred will be so delivered or (at the risk of the transferor) sent to the transferor. A Registered Note
may not be transferred unless the nominal amount of Registered Notes transferred and (where not all of the
Registered Notes held by a transferor are being transferred) the nominal amount of the balance of Registered
Notes not transferred are Specified Denominations.

(c) Registration of transfer upon partial redemption

In the event of a partial redemption of Notes under Condition 8, the Issuer shall not be required to register
the transfer of any Registered Note, or part of a Registered Note, called for partial redemption.

(d) Costs of registration

Noteholders will not be required to bear the costs and expenses of effecting any registration of transfer as
provided above, except for any costs or expenses of delivery other than by regular uninsured mail and
except that the Issuer may require the payment of a sum sufficient to cover any stamp duty, tax or other
governmental charge that may be imposed in relation to the registration.

(e) Transfers of interests in Regulation S Global Notes

Prior to expiry of the applicable Distribution Compliance Period, transfers by the holder of, or of a
beneficial interest in, a Regulation S Global Note to a transferee in the United States or who is a U.S. person
will only be made:
(i) upon receipt by the Registrar of a written certification substantially in the form set out in the Agency
Agreement, amended as appropriate (a Transfer Certificate), copies of which are available from the
specified office of any Transfer Agent, from the transferor of the Note or beneficial interest therein to
the effect that such transfer is being made:
(A) to a person whom the transferor reasonably believes is both a QIB and a QP in a transaction
meeting the requirements of Rule 144A; or
(B) to a person who is both an Institutional Accredited Investor and a QP,
together with, in the case of (B) above, a duly executed investment letter from the relevant transferee
substantially in the form set out in the Agency Agreement (an IAI Investment Letter); or
(ii) otherwise pursuant to the Securities Act or an exemption therefrom, subject to receipt by the Issuer of
such satisfactory evidence as the Issuer may reasonably require, which may include an opinion of U.S.
counsel, that such transfer is in compliance with any applicable securities laws of any State of the
United States,
and, in each case, in accordance with any applicable securities laws of any State of the United States or any
other jurisdiction.
In the case of (A) above, such transferee may take delivery through a Legended Note in global or definitive
form and, in the case of (B) above, such transferee may take delivery only through a Legended Note in
definitive form. After expiry of the applicable Distribution Compliance Period (i) beneficial interests in
Regulation S Global Notes registered in the name of a nominee for DTC may be held through DTC directly,
by a participant in DTC, or indirectly through a participant in DTC and (ii) such certification requirements
will no longer apply to such transfers.

(f) Transfers of interests in Legended Notes

Transfers of Legended Notes or beneficial interests therein may be made:
(i) to a transferee who takes delivery of such interest through a Regulation S Global Note, upon receipt by
the Registrar of a duly completed Transfer Certificate from the transferor to the effect that such transfer
is being made in accordance with Regulation S and that, in the case of a Regulation S Global Note
registered in the name of a nominee for DTC, if such transfer is being made prior to expiry of the
applicable Distribution Compliance Period, the interests in the Notes being transferred will be held
immediately thereafter through Euroclear and/or Clearstream, Luxembourg; or
(ii) to a transferee who takes delivery of such interest through a Legended Note:
(A) where the transferee is a person whom the transferor reasonably believes is both a QIB and a QP
in a transaction meeting the requirements of Rule 144A, without certification; or

64
 (B) where the transferee is an Institutional Accredited Investor that is also a QP, subject to delivery to
the Registrar of a Transfer Certificate from the transferor to the effect that such transfer is being
made to an Institutional Accredited Investor that is also a QP, together with a duly executed IAI
Investment Letter from the relevant transferee; or
(iii) otherwise pursuant to the Securities Act or an exemption therefrom, subject to receipt by the Issuer of
such satisfactory evidence as the Issuer may reasonably require, which may include an opinion of U.S.
counsel, that such transfer is in compliance with any applicable securities laws of any State of the
United States,
and, in each case, in accordance with any applicable securities laws of any State of the United States or any
other jurisdiction.
Notes transferred by Institutional Accredited Investors to QIBs who are also QPs pursuant to Rule 144A or
outside the United States pursuant to Regulation S will be eligible to be held by such QIBs or non-U.S.
investors through DTC, Euroclear or Clearstream, Luxembourg, as appropriate, and the Registrar will
arrange for any Notes which are the subject of such a transfer to be represented by the appropriate
Registered Global Note, where applicable.
Upon the transfer, exchange or replacement of Legended Notes, or upon specific request for removal of the
Legend, the Registrar shall deliver only Legended Notes or refuse to remove the Legend, as the case may
be, unless there is delivered to the Issuer such satisfactory evidence as may reasonably be required by the
Issuer, which may include an opinion of U.S. counsel, that neither the Legend nor the restrictions on transfer
set forth therein are required to ensure compliance with the provisions of the Securities Act.

(g) Exchanges and transfers of Registered Notes generally

Holders of Registered Notes in definitive form, other than Institutional Accredited Investors, may exchange
such Notes for interests in a Registered Global Note of the same type at any time.

(h) Compulsory Sale

The Issuer may compel any beneficial owner of an interest in a Rule 144A Note to sell its interest in such
Note, or may sell such interest on behalf of such holder, if such holder is a U.S. person (as defined in
Regulation S) that is neither a QIB who is also a QP, nor an Institutional Accredited Investor who is also a
QP.

(i) Definitions
In this Condition 2, the following expressions shall have the following meanings:
Distribution Compliance Period means the period that ends 40 days after the completion of the
distribution of each Tranche of Notes, as certified by the relevant Dealer (in the case of a non-syndicated
issue) or the relevant Lead Manager (in the case of a syndicated issue);
Institutional Accredited Investor means accredited investors (as defined in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act) that are institutions;
Investment Company Act means the United States Investment Company Act of 1940, as amended;
Legended Note means Registered Notes in definitive form that are issued to Institutional Accredited
Investors that are also QPs and Registered Notes (whether in definitive form or represented by a Registered
Global Note) sold in private transactions to QIBs that are also QPs in accordance with the requirements of
Rule 144A which bear a legend specifying certain restrictions on transfer (a Legend);
QIB means a qualified institutional buyer within the meaning of Rule 144A;
QP means a qualified purchaser within the meaning of Section 2(a)(51)(A) of the Investment Company Act
and the rules and regulations thereunder;
Regulation S means Regulation S under the Securities Act;
Regulation S Global Note means a Registered Global Note representing Notes sold outside the United
States in reliance on Regulation S;
Rule 144A means Rule 144A under the Securities Act;
Rule 144A Global Note means a Registered Global Note representing Notes sold in the United States or to
persons that are both QIBs and QPs; and
Securities Act means the United States Securities Act of 1933, as amended.

65
3. STATUS OF THE NOTES AND THE GUARANTEE
(a) Status of the Notes
The Notes and any relative Receipts and Coupons are direct, unconditional, unsubordinated and (subject to
the provisions of Condition 4) unsecured obligations of the Issuer and rank pari passu among themselves
and (save for certain obligations required to be preferred by law) equally with all other unsecured
obligations (other than subordinated obligations, if any) of the Issuer, from time to time outstanding.
(b) Status of the Guarantee
The obligations of the Guarantor under the Guarantee are direct, unconditional, unsubordinated and (subject
to the provisions of clause 6 of the Guarantee) unsecured obligations of the Guarantor and (save for certain
obligations required to be preferred by law) rank equally with all other unsecured obligations (other than
subordinated obligations, if any) of the Guarantor from time to time outstanding.
A summary of clause 6 of the Guarantee is set out in italics at the end of Condition 4.

4. NEGATIVE PLEDGE
So long as any Note remains outstanding (as defined in the Agency Agreement), the Issuer will not create,
or have outstanding, any mortgage, charge, lien, pledge or other security interest (each a Security Interest),
other than a Permitted Security Interest, upon the whole or any part of its present or future undertaking,
assets or revenues to secure any Relevant Indebtedness, or any guarantee or indemnity in respect of any
Relevant Indebtedness, without at the same time or prior thereto according to the Notes the same security as
is created or subsisting to secure any such Relevant Indebtedness, guarantee or indemnity or such other
security as shall be approved by an Extraordinary Resolution (as defined in the Agency Agreement) of the
Noteholders.
In these Conditions:
Non-recourse Project Financing means any financing of all or part of the costs of the acquisition,
construction or development of any project, provided that (i) any Security Interest given by the Issuer is
limited solely to assets of the project, (ii) the person providing such financing expressly agrees to limit its
recourse to the project financed and the revenues derived from such project as the principal source of
repayment for the moneys advanced and (iii) there is no other recourse to the Issuer in respect of any default
by any person under the financing;
Permitted Security Interest means:
(i) any Security Interest existing on the date on which agreement is reached to issue the first Tranche of
the Notes;
(ii) any Security Interest securing Relevant Indebtedness of a person existing at the time that such person is
merged into, or consolidated with, the Issuer, provided that such Security Interest was not created in
contemplation of such merger or consolidation and does not extend to any other assets or property of
the Issuer;
(iii) any Security Interest existing on any property or assets prior to the acquisition thereof by the Issuer and
not created in contemplation of such acquisition; or
(iv) any renewal of or substitution for any Security Interest permitted by any of paragraphs (i) to (iii)
(inclusive) of this definition, provided that with respect to any such Security Interest the principal
amount secured has not increased and the Security Interest has not been extended to any additional
assets (other than the proceeds of such assets);
Relevant Indebtedness means any indebtedness, other than indebtedness incurred in connection with a
Non-recourse Project Financing or a Securitisation, which is in the form of, or represented or evidenced by,
bonds, notes, debentures, loan stock or other securities which for the time being are, or are intended to be or
are capable of being, quoted, listed, dealt in or traded on any stock exchange, over-the-counter or other
securities market; and
Securitisation means any securitisation of existing or future assets and/or revenues, provided that (i) any
Security Interest given by the Issuer in connection therewith is limited solely to the assets and/or revenues
which are the subject of the securitisation; (ii) each person participating in such securitisation expressly
agrees to limit its recourse to the assets and/or revenues so securitised as the principal source of repayment
for the money advanced or payment of any other liability; and (iii) there is no other recourse to the Issuer in
respect of any default by any person under the securitisation.

66
 Guarantor negative pledge and asset sale covenants: The Guarantor has agreed in clause 6 of the
Guarantee that, so long as any Note remains outstanding (as defined in the Agency Agreement), the
Guarantor will not and will ensure that none of its Subsidiaries will create, or have outstanding, any
Security Interest, other than a Permitted Security Interest, upon the whole or any part of its present or
future undertaking, assets or revenues to secure any Relevant Indebtedness, or any guarantee or indemnity
in respect of any Relevant Indebtedness, without at the same time or prior thereto according to its
obligations under the Guarantee in respect of the Notes the same security as is created or subsisting to
secure any such Relevant Indebtedness, guarantee or indemnity or such other security as shall be approved
by an Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders. For this purpose,
the expressions Permitted Security Interest, Subsidiary, Relevant Indebtedness and Security
Interest have the respective meanings set out in the Guarantee, which meanings are substantially similar
to those set out above in Condition 4 or, in the case of the expression Subsidiary, in Condition 11 below.
In addition, the Guarantor has agreed in Clause 7 of the Guarantee that, so long as any Note remains
outstanding, the Guarantor will not, and will ensure that none of its Subsidiaries will, enter into any Asset
Sale of an asset with a book value (as determined by reference to the most recently available financial
statements of the Guarantor (or the relevant Subsidiary, as the case may be), prepared in accordance with
Relevant GAAP) that exceeds the higher of U.S.$300 million or three per cent. of the consolidated total
assets of the Guarantor (as determined by reference to the Relevant Accounts), unless such Asset Sale shall
have been approved by the Board of Directors of the Guarantor. A certified copy of the relevant resolution
to that effect, or a certified extract of the minutes of the meeting at which the resolution to that effect was
passed recording the passing of such resolution, in each case prepared by the Guarantors company
secretary, shall be conclusive evidence of such approval, shall be filed with the Principal Paying Agent
within 30 business days of the date of passing of the relevant resolution and shall be available for inspection
by the Noteholders during normal business hours at the specified office of the Principal Paying Agent. For
this purpose:
Asset Sale means any sale, lease, sale and lease-back, transfer or other disposition by the Guarantor or any
of its Subsidiaries of all or any of the legal or beneficial interest in either any Capital Stock of any
Subsidiary or Joint Venture Company or all or substantially all of the property, assets and business of any
Subsidiary or Joint Venture Company (in one or more connected transactions) to any Person who is not a
member of the Group at such time.
Capital Stock means, with respect to any Person, any and all shares, interests, participations or other
equivalents (however designated, whether voting or non-voting) of such Persons equity, including any
preferred stock of such Person, whether now outstanding or issued after the date hereof, including, without
limitation, all series and classes of such Capital Stock.
Person includes any individual, company, unincorporated association, government, state agency,
international organisation or other entity.
Relevant Accounts means, at any time, the most recently available consolidated audited financial
statements of the Guarantor, prepared in accordance with Relevant GAAP.
Relevant GAAP means International Financial Reporting Standards or such other international financial
reporting standards as may be adopted from time to time by the Guarantor.
Subsidiary has the meaning set out in the Guarantee which meaning is substantially similar to that set out
in Condition 11.

5. REDENOMINATION
(a) Redenomination
Where redenomination is specified in the applicable Final Terms as being applicable, the Issuer may,
without the consent of the Noteholders, the Receiptholders and the Couponholders, on giving prior notice to
the Principal Paying Agent, Euroclear and Clearstream, Luxembourg and at least 30 days prior notice to the
Noteholders in accordance with Condition 15, elect that, with effect from the Redenomination Date
specified in the notice, the Notes shall be redenominated in euro.

The election will have effect as follows:

(i) the Notes and the Receipts shall be deemed to be redenominated in euro in the denomination of euro
0.01 with a nominal amount for each Note and Receipt equal to the nominal amount of that Note or
Receipt in the Specified Currency, converted into euro at the Established Rate, provided that, if the

67
 Issuer determines, with the agreement of the Principal Paying Agent, that the then market practice in
respect of the redenomination in euro of internationally offered securities is different from the
provisions specified above, such provisions shall be deemed to be amended so as to comply with such
market practice and the Issuer shall promptly notify the Noteholders, the stock exchange (if any) on
which the Notes may be listed and the Agents of such deemed amendments;
(ii) save to the extent that an Exchange Notice has been given in accordance with paragraph (iv) below, the
amount of interest due in respect of the Notes will be calculated by reference to the aggregate nominal
amount of Notes presented (or, as the case may be, in respect of which Coupons are presented) for
payment by the relevant holder and the amount of such payment shall be rounded down to the nearest
euro 0.01;
(iii) if definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the
expense of the Issuer (a) in the case of Relevant Notes in the denomination of euro 100,000 and/or such
higher amounts as the Principal Paying Agent may determine and notify to the Noteholders and any
remaining amounts less than euro 100,000 shall be redeemed by the Issuer and paid to the Noteholders
in euro in accordance with Condition 7; and (ii) in the case of Notes which are not Relevant Notes, in
the denominations of euro 1,000, euro 10,000, euro 100,000 and (but only to the extent of any
remaining amounts less than euro 1,000 or such smaller denominations as the Principal Paying Agent
may approve) euro 0.01 and such other denominations as the Principal Paying Agent shall determine
and notify to the Noteholders;
(iv) if issued prior to the Redenomination Date, all unmatured Coupons denominated in the Specified
Currency (whether or not attached to the Notes) will become void with effect from the date on which
the Issuer gives notice (the Exchange Notice) that replacement euro-denominated Notes, Receipts and
Coupons are available for exchange (provided that such securities are so available) and no payments
will be made in respect of them. The payment obligations contained in any Notes and Receipts so
issued will also become void on that date although those Notes and Receipts will continue to constitute
valid exchange obligations of the Issuer. New euro-denominated Notes, Receipts and Coupons will be
issued in exchange for Notes, Receipts and Coupons denominated in the Specified Currency in such
manner as the Principal Paying Agent may specify and as shall be notified to the Noteholders in the
Exchange Notice. No Exchange Notice may be given less than 15 days prior to any date for payment of
principal or interest on the Notes;
(v) after the Redenomination Date, all payments in respect of the Notes, the Receipts and the Coupons, other
than payments of interest in respect of periods commencing before the Redenomination Date, will be
made solely in euro as though references in the Notes to the Specified Currency were to euro. Payments
will be made in euro by credit or transfer to a euro account (or any other account to which euro may be
credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque;
(vi) if the Notes are Fixed Rate Notes and interest for any period ending on or after the Redenomination Date is
required to be calculated for a period ending other than on an Interest Payment Date, it will be calculated:
(a) in the case of the Notes represented by a Global Note, by applying the Rate of Interest to the
aggregate outstanding nominal amount of the Notes represented by such Global Note; and
(b) in the case of definitive Notes, by applying the Rate of Interest to the Calculation Amount,
and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the
resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit
being rounded upwards or otherwise in accordance with applicable market convention. Where the
Specified Denomination of a Fixed Rate Note in definitive form is a multiple of the Calculation
Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the product of the
amount (determined in the manner provided above) for the Calculation Amount and the amount by
which the Calculation Amount is multiplied to reach the Specified Denomination without any further
rounding; and
(vii) if the Notes are Floating Rate Notes, the applicable Final Terms will specify any relevant changes to
the provisions relating to interest.
(b) Definitions
In these Conditions, the following expressions have the following meanings:
Established Rate means the rate for the conversion of the Specified Currency (including compliance with
rules relating to roundings in accordance with applicable European Union regulations) into euro established
by the Council of the European Union pursuant to Article 140 of the Treaty;

68
 euro means the currency introduced at the start of the third stage of European economic and monetary union
pursuant to the Treaty;
Redenomination Date means (in the case of interest bearing Notes) any date for payment of interest under
the Notes or (in the case of Zero Coupon Notes) any date, in each case specified by the Issuer in the notice
given to the Noteholders pursuant to paragraph (a) above and which falls on or after the date on which the
country of the Specified Currency first participates in the third stage of European economic and monetary
union;
Relevant Notes means all Notes where the applicable Final Terms provide for a minimum Specified
Denomination in the Specified Currency which is, or is equivalent to, at least euro 100,000 and which are
admitted to trading on a regulated market in the European Economic Area; and
Treaty means the Treaty on the Functioning of the European Union, as amended.

6. INTEREST
(a) Interest on Fixed Rate Notes
Each Fixed Rate Note bears interest from (and including) the Interest Commencement Date at the rate(s) per
annum equal to the Rate(s) of Interest. Interest will be payable in arrear on the Interest Payment Date(s) in
each year up to (and including) the Maturity Date.
If the Notes are in definitive form, except as provided in the applicable Final Terms, the amount of interest
payable on each Interest Payment Date in respect of the Fixed Interest Period ending on (but excluding)
such date will amount to the Fixed Coupon Amount. Payments of interest on any Interest Payment Date
will, if so specified in the applicable Final Terms, amount to the Broken Amount so specified.
As used in the Conditions, Fixed Interest Period means the period from (and including) an Interest
Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment
Date.
Except in the case of Notes in definitive form where an applicable Fixed Coupon Amount or Broken
Amount is specified in the applicable Final Terms, interest shall be calculated in respect of any period by
applying the Rate of Interest to:
(i) in the case of Fixed Rate Notes which are represented by a Global Note, the aggregate outstanding
nominal amount of the Fixed Rate Notes represented by such Global Note (or, if they are Partly Paid
Notes, the aggregate amount paid up); or
(ii) in the case of Fixed Rate Notes in definitive form, the Calculation Amount;
and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant
figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded
upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination
of a Fixed Rate Note in definitive form is a multiple of the Calculation Amount, the amount of interest
payable in respect of such Fixed Rate Note shall be the product of the amount (determined in the manner
provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied
to reach the Specified Denomination, without any further rounding.
Day Count Fraction means, in respect of the calculation of an amount of interest, in accordance with this
Condition 6(a):
(i) if Actual/Actual (ICMA) is specified in the applicable Final Terms:
(a) in the case of Notes where the number of days in the relevant period from (and including) the
most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but
excluding) the relevant payment date (the Accrual Period) is equal to or shorter than the
Determination Period during which the Accrual Period ends, the number of days in such Accrual
Period divided by the product of (1) the number of days in such Determination Period and (2) the
number of Determination Dates (as specified in the applicable Final Terms) that would occur in
one calendar year; or
(b) in the case of Notes where the Accrual Period is longer than the Determination Period during
which the Accrual Period ends, the sum of:
(1) the number of days in such Accrual Period falling in the Determination Period in which the
Accrual Period begins divided by the product of (x) the number of days in such
Determination Period and (y) the number of Determination Dates that would occur in one
calendar year; and

69
 (2) the number of days in such Accrual Period falling in the next Determination Period divided
by the product of (x) the number of days in such Determination Period and (y) the number of
Determination Dates that would occur in one calendar year; and
(ii) if 30/360 is specified in the applicable Final Terms, the number of days in the period from (and
including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but
excluding) the relevant payment date (such number of days being calculated on the basis of a year of
360 days with 12 30-day months) divided by 360.
In these Conditions:
Determination Period means each period from (and including) a Determination Date to but excluding the
next Determination Date (including, where either the Interest Commencement Date or the final Interest
Payment Date is not a Determination Date, the period commencing on the first Determination Date prior to,
and ending on the first Determination Date falling after, such date); and
sub-unit means, with respect to any currency other than euro, the lowest amount of such currency that is
available as legal tender in the country of such currency and, with respect to euro, one cent.
(b) Interest on Floating Rate Notes and Index Linked Interest Notes
(i) Interest Payment Dates
Each Floating Rate Note and Index Linked Interest Note bears interest from (and including) the Interest
Commencement Date and such interest will be payable in arrear on either:
(A) the Specified Interest Payment Date(s) in each year specified in the applicable Final Terms; or
(B) if no Specified Interest Payment Date(s) is/are specified in the applicable Final Terms, each date
(each such date, together with each Specified Interest Payment Date, an Interest Payment Date)
which falls the number of months or other period specified as the Specified Period in the
applicable Final Terms after the preceding Interest Payment Date or, in the case of the first
Interest Payment Date, after the Interest Commencement Date.
Such interest will be payable in respect of each Interest Period (which expression shall, in these
Conditions, mean the period from (and including) an Interest Payment Date (or the Interest
Commencement Date) to (but excluding) the next (or first) Interest Payment Date).
If a Business Day Convention is specified in the applicable Final Terms and (x) if there is no
numerically corresponding day in the calendar month in which an Interest Payment Date should occur
or (y) if any Interest Payment Date would otherwise fall on a day which is not a Business Day, then, if
the Business Day Convention specified is:
(1) in any case where Specified Periods are specified in accordance with Condition 6(b)(i)(B) above,
the Floating Rate Convention, such Interest Payment Date (i) in the case of (x) above, shall be the
last day that is a Business Day in the relevant month and the provisions of (B) below shall apply
mutatis mutandis or (ii) in the case of (y) above, shall be postponed to the next day which is a
Business Day unless it would thereby fall into the next calendar month, in which event (A) such
Interest Payment Date shall be brought forward to the immediately preceding Business Day and
(B) each subsequent Interest Payment Date shall be the last Business Day in the month in which
falls the Specified Period after the preceding applicable Interest Payment Date occurred; or
(2) the Following Business Day Convention, such Interest Payment Date shall be postponed to the
next day which is a Business Day; or
(3) the Modified Following Business Day Convention, such Interest Payment Date shall be postponed
to the next day which is a Business Day unless it would thereby fall into the next calendar month,
in which event such Interest Payment Date shall be brought forward to the immediately preceding
Business Day; or
(4) the Preceding Business Day Convention, such Interest Payment Date shall be brought forward to
the immediately preceding Business Day.
In these Conditions, Business Day means a day which is both:
(A) a day on which commercial banks and foreign exchange markets settle payments and are open for
general business (including dealing in foreign exchange and foreign currency deposits) in each
Additional Business Centre specified in the applicable Final Terms; and

70
 (B) either (1) in relation to any sum payable in a Specified Currency other than euro, a day on which
commercial banks and foreign exchange markets settle payments and are open for general
business (including dealing in foreign exchange and foreign currency deposits) in the principal
financial centre of the country of the relevant Specified Currency (which if the Specified Currency
is Australian dollars or New Zealand dollars shall be Sydney and Auckland, respectively) or (2) in
relation to any sum payable in euro, a day on which the Trans-European Automated Real-Time
Gross Settlement Express Transfer (TARGET2) System (the TARGET2 System) is open.

(ii) Rate of Interest

The Rate of Interest payable from time to time in respect of Floating Rate Notes and Index Linked
Interest Notes will be determined in the manner specified in the applicable Final Terms.

(A) ISDA Determination for Floating Rate Notes

Where ISDA Determination is specified in the applicable Final Terms as the manner in which the Rate
of Interest is to be determined, the Rate of Interest for each Interest Period will be the relevant ISDA
Rate plus or minus (as indicated in the applicable Final Terms) the Margin (if any). For the purposes of
this subparagraph (A), ISDA Rate for an Interest Period means a rate equal to the Floating Rate that
would be determined by the Principal Paying Agent under an interest rate swap transaction if the
Principal Paying Agent were acting as Calculation Agent for that swap transaction under the terms of
an agreement incorporating the 2006 ISDA Definitions, as published by the International Swaps and
Derivatives Association, Inc. and as amended and updated as at the Issue Date of the first Tranche of
the Notes (the ISDA Definitions) and under which:

(1) the Floating Rate Option is as specified in the applicable Final Terms;

(2) the Designated Maturity is a period specified in the applicable Final Terms; and

(3) the relevant Reset Date is either (i) if the applicable Floating Rate Option is based on the London
interbank offered rate (LIBOR) or on the Euro-zone interbank offered rate (EURIBOR), the first
day of that Interest Period or (ii) in any other case, as specified in the applicable Final Terms.

For the purposes of this subparagraph (A), Floating Rate, Calculation Agent, Floating Rate Option,
Designated Maturity and Reset Date have the meanings given to those terms in the ISDA Definitions.

Unless otherwise stated in the applicable Final Terms the Minimum Rate of Interest shall be deemed to
be zero.

(B) Screen Rate Determination for Floating Rate Notes

Where Screen Rate Determination is specified in the applicable Final Terms as the manner in which the
Rate of Interest is to be determined, the Rate of Interest for each Interest Period will, subject as
provided below, be either:

(1) the offered quotation; or

(2) the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded
upwards) of the offered quotations,

(expressed as a percentage rate per annum) for the Reference Rate which appears or appear, as the case
may be, on the Relevant Screen Page as at 11.00 a.m. (London time, in the case of LIBOR, or Brussels
time, in the case of EURIBOR) on the Interest Determination Date in question plus or minus (as
indicated in the applicable Final Terms) the Margin (if any), all as determined by the Principal Paying
Agent. If five or more of such offered quotations are available on the Relevant Screen Page, the highest
(or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if
there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the
Principal Paying Agent for the purpose of determining the arithmetic mean (rounded as provided
above) of such offered quotations.

The Agency Agreement contains provisions for determining the Rate of Interest in the event that the
Relevant Screen Page is not available or if, in the case of (1) above, no such offered quotation appears
or, in the case of (2) above, fewer than three such offered quotations appear, in each case as at the time
specified in the preceding paragraph.

71
 If the Reference Rate from time to time in respect of Floating Rate Notes is specified in the applicable
Final Terms as being other than LIBOR or EURIBOR, the Rate of Interest in respect of such Notes will
be determined as provided in the applicable Final Terms.

(iii) Minimum Rate of Interest and/or Maximum Rate of Interest

If the applicable Final Terms specifies a Minimum Rate of Interest for any Interest Period, then, in the
event that the Rate of Interest in respect of such Interest Period determined in accordance with the
provisions of paragraph (ii) above is less than such Minimum Rate of Interest, the Rate of Interest for
such Interest Period shall be such Minimum Rate of Interest.
If the applicable Final Terms specifies a Maximum Rate of Interest for any Interest Period, then, in the
event that the Rate of Interest in respect of such Interest Period determined in accordance with the
provisions of paragraph (ii) above is greater than such Maximum Rate of Interest, the Rate of Interest
for such Interest Period shall be such Maximum Rate of Interest.

(iv) Determination of Rate of Interest and calculation of Interest Amounts

The Principal Paying Agent, in the case of Floating Rate Notes, and the Calculation Agent, in the case
of Index Linked Interest Notes, will at or as soon as practicable after each time at which the Rate of
Interest is to be determined, determine the Rate of Interest for the relevant Interest Period. In the case
of Index Linked Interest Notes, the Calculation Agent will notify the Principal Paying Agent of the
Rate of Interest for the relevant Interest Period as soon as practicable after calculating the same.
The Principal Paying Agent will calculate the amount of interest (the Interest Amount) payable on the
Floating Rate Notes or Index Linked Interest Notes for the relevant Interest Period by applying the
Rate of Interest to:
(A) in the case of Floating Rate Notes or Index Linked Interest Notes which are represented by a
Global Note, the aggregate outstanding nominal amount of the Notes represented by such Global
Note (or, if they are Partly Paid Notes, the aggregate amount paid up); or
(B) in the case of Floating Rate Notes or Index Linked Interest Notes in definitive form, the
Calculation Amount,
and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the
resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit
being rounded upwards or otherwise in accordance with applicable market convention. Where the
Specified Denomination of a Floating Rate Note or an Index Linked Interest Note in definitive form is
a multiple of the Calculation Amount, the Interest Amount payable in respect of such Note shall be the
product of the amount (determined in the manner provided above) for the Calculation Amount and the
amount by which the Calculation Amount is multiplied to reach the Specified Denomination without
any further rounding.
Day Count Fraction means, in respect of the calculation of an amount of interest in accordance with
this Condition 6(b):
(A) if Actual/Actual (ISDA) or Actual/Actual is specified in the applicable Final Terms, the
actual number of days in the Interest Period divided by 365 (or, if any portion of that Interest
Period falls in a leap year, the sum of (x) the actual number of days in that portion of the Interest
Period falling in a leap year divided by 366 and (y) the actual number of days in that portion of the
Interest Period falling in a non-leap year divided by 365);
(B) if Actual/365 (Fixed) is specified in the applicable Final Terms, the actual number of days in the
Interest Period divided by 365;
(C) if Actual/365 (Sterling) is specified in the applicable Final Terms, the actual number of days in the
Interest Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366;
(D) if Actual/360 is specified in the applicable Final Terms, the actual number of days in the
Interest Period divided by 360;
(E) if 30/360, 360/360 or Bond Basis is specified in the applicable Final Terms, the number of
days in the Interest Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction = [360 x (Y2 - Y1)] + [30 x (M2 - M1)] + (D2 - D1)
360

72
 where:
Y1 is the year, expressed as a number, in which the first day of the Interest Period falls;
Y2 is the year, expressed as a number, in which the day immediately following the last day of the
Interest Period falls;
M1 is the calendar month, expressed as a number, in which the first day of the Interest Period
falls;
M2 is the calendar month, expressed as a number, in which the day immediately following the last
day of the Interest Period falls;
D1 is the first calendar day, expressed as a number, of the Interest Period, unless such number
would be 31, in which case D1 will be 30; and
D2 is the calendar day, expressed as a number, immediately following the last day included in the
Interest Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will
be 30;
(F) if 30E/360 or Eurobond Basis is specified in the applicable Final Terms, the number of days
in the Interest Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction = [360 x (Y2 - Y1)] + [30 x (M2 - M1)] + (D2 - D1)
360
where:
Y1 is the year, expressed as a number, in which the first day of the Interest Period falls;
Y2 is the year, expressed as a number, in which the day immediately following the last day of the
Interest Period falls;
M1 is the calendar month, expressed as a number, in which the first day of the Interest Period
falls;
M2 is the calendar month, expressed as a number, in which the day immediately following the last
day of the Interest Period falls;
D1 is the first calendar day, expressed as a number, of the Interest Period, unless such number
would be 31, in which case D1 will be 30; and
D2 is the calendar day, expressed as a number, immediately following the last day included in the
Interest Period, unless such number would be 31, in which case D2 will be 30;
(G) if 30E/360 (ISDA) is specified in the applicable Final Terms, the number of days in the Interest
Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction = [360 x (Y2 - Y1)] + [30 x (M2 - M1)] + (D2 - D1)
360
where:
Y1 is the year, expressed as a number, in which the first day of the Interest Period falls;
Y2 is the year, expressed as a number, in which the day immediately following the last day of the
Interest Period falls;
M1 is the calendar month, expressed as a number, in which the first day of the Interest Period
falls;
M2 is the calendar month, expressed as a number, in which the day immediately following the last
day of the Interest Period falls;
D1 is the first calendar day, expressed as a number, of the Interest Period, unless (i) that day is the
last day of February or (ii) such number would be 31, in which case D1 will be 30; and
D2 is the calendar day, expressed as a number, immediately following the last day included in the
Interest Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such
number would be 31, in which case D2 will be 30.

73
 (v) Notification of Rate of Interest and Interest Amounts
The Principal Paying Agent will cause the Rate of Interest and each Interest Amount for each Interest
Period and the relevant Interest Payment Date to be notified to the Issuer, the Guarantor, the Paying
Agents and any stock exchange on which the relevant Floating Rate Notes or Index Linked Interest
Notes are for the time being listed and notice thereof to be published in accordance with Condition 15
as soon as possible after their determination but in no event later than the fourth London Business Day
thereafter. Each Interest Amount and Interest Payment Date so notified may subsequently be amended
(or appropriate alternative arrangements made by way of adjustment) without prior notice in the event
of an extension or shortening of the Interest Period. Any such amendment will be promptly notified to
each stock exchange on which the relevant Floating Rate Notes or Index Linked Interest Notes are for
the time being listed and to the Noteholders in accordance with Condition 15. For the purposes of this
paragraph (v), the expression London Business Day means a day (other than a Saturday or a Sunday)
on which banks and foreign exchange markets are open for general business in London.

(vi) Certificates to be final

All certificates, communications, opinions, determinations, calculations, quotations and decisions
given, expressed, made or obtained for the purposes of the provisions of this Condition 6(b), whether
by the Principal Paying Agent or, if applicable, the Calculation Agent, shall (in the absence of wilful
default, bad faith or manifest or proven error) be binding on the Issuer, the Guarantor, the Principal
Paying Agent, the Calculation Agent (if applicable), the other Agents and all Noteholders,
Receiptholders and Couponholders and (in the absence of wilful default or bad faith) no liability to the
Issuer, the Guarantor, the Noteholders, the Receiptholders or the Couponholders shall attach to the
Principal Paying Agent or, if applicable, the Calculation Agent in connection with the exercise or non-
exercise by it of its powers, duties and discretions pursuant to such provisions.

(c) Interest on Dual Currency Interest Notes

The rate or amount of interest payable in respect of Dual Currency Interest Notes shall be determined
in the manner specified in the applicable Final Terms.

(d) Interest on Partly Paid Notes

In the case of Partly Paid Notes (other than Partly Paid Notes which are Zero Coupon Notes), interest
will accrue as aforesaid on the paid up nominal amount of such Notes and otherwise as specified in the
applicable Final Terms.

(e) Accrual of interest

Each Note (or in the case of the redemption of part only of a Note, that part only of such Note) will
cease to bear interest (if any) from the date for its redemption unless, upon due presentation thereof,
payment of principal is improperly withheld or refused. In such event, interest will continue to accrue
until whichever is the earlier of:
(1) the date on which all amounts due in respect of such Note have been paid; and
(2) five days after the date on which the full amount of the moneys payable in respect of such Note
has been received by the Principal Paying Agent or the Registrar, as the case may be, and notice to
that effect has been given to the Noteholders in accordance with Condition 15.

7. PAYMENTS
(a) Method of payment

Subject as provided below:

(i) payments in a Specified Currency other than euro will be made by credit or transfer to an account in the
relevant Specified Currency maintained by the payee with, or, at the option of the payee, by a cheque in
such Specified Currency drawn on, a bank in the principal financial centre of the country of such
Specified Currency (which, if the Specified Currency is Australian dollars or New Zealand dollars,
shall be Sydney and Auckland, respectively); and

74
 (ii) payments in euro will be made by credit or transfer to a euro account (or any other account to which
euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro
cheque.
Payments will be subject in all cases to any fiscal or other laws and regulations applicable thereto in the
place of payment, but without prejudice to the provisions of Condition 9. No commissions or expenses shall
be charged to the Noteholders or Couponholders in respect of such payments.
(b) Presentation of Definitive Bearer Notes, Receipts and Coupons
Payments of principal in respect of Definitive Bearer Notes will (subject as provided below) be made in the
manner provided in paragraph (a) above only against presentation and surrender (or, in the case of part
payment of any sum due, endorsement) of Definitive Bearer Notes, and payments of interest in respect of
Definitive Bearer Notes will (subject as provided below) be made as aforesaid only against presentation and
surrender (or, in the case of part payment of any sum due, endorsement) of Coupons, in each case at the
specified office of any Paying Agent outside the United States (which expression, as used herein, means the
United States of America (including the States and the District of Columbia and its possessions)).
Payments of instalments of principal (if any) in respect of Definitive Bearer Notes, other than the final
instalment, will (subject as provided below) be made in the manner provided in paragraph (a) above only
against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the
relevant Receipt in accordance with the preceding paragraph. Payment of the final instalment will be made
in the manner provided in paragraph (a) above only against presentation and surrender (or, in the case of
part payment of any sum due, endorsement) of the relevant Bearer Note in accordance with the preceding
paragraph. Each Receipt must be presented for payment of the relevant instalment together with the
Definitive Bearer Note to which it appertains. Receipts presented without the Definitive Bearer Note to
which they appertain do not constitute valid obligations of the Issuer. Upon the date on which any Definitive
Bearer Note becomes due and repayable, unmatured Receipts (if any) relating thereto (whether or not
attached) shall become void and no payment shall be made in respect thereof.
Fixed Rate Notes in definitive bearer form (other than Dual Currency Notes, Index Linked Notes or Long
Maturity Notes (as defined below)) should be presented for payment together with all unmatured Coupons
appertaining thereto (which expression shall for this purpose include Coupons falling to be issued on
exchange of matured Talons), failing which the amount of any missing unmatured Coupon (or, in the case of
payment not being made in full, the same proportion of the amount of such missing unmatured Coupon as
the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of
principal so deducted will be paid in the manner mentioned above against surrender of the relative missing
Coupon at any time before the expiry of 10 years after the Relevant Date (as defined in Condition 9) in
respect of such principal (whether or not such Coupon would otherwise have become void under Condition
10) or, if later, five years from the date on which such Coupon would otherwise have become due, but in no
event thereafter.
Upon any Fixed Rate Note in definitive bearer form becoming due and repayable prior to its Maturity Date,
all unmatured Talons (if any) appertaining thereto will become void and no further Coupons will be issued
in respect thereof.
Upon the date on which any Floating Rate Note, Dual Currency Note, Index Linked Note or Long Maturity
Note in definitive bearer form becomes due and repayable, unmatured Coupons and Talons (if any) relating
thereto (whether or not attached) shall become void and no payment or, as the case may be, exchange for
further Coupons shall be made in respect thereof. A Long Maturity Note is a Fixed Rate Note (other than a
Fixed Rate Note which on issue had a Talon attached) whose nominal amount on issue is less than the
aggregate interest payable thereon provided that such Note shall cease to be a Long Maturity Note on the
Interest Payment Date on which the aggregate amount of interest remaining to be paid after that date is less
than the nominal amount of such Note.
If the due date for redemption of any Definitive Bearer Note is not an Interest Payment Date, interest (if
any) accrued in respect of such Note from (and including) the preceding Interest Payment Date or, as the
case may be, the Interest Commencement Date shall be payable only against surrender of the relevant
Definitive Bearer Note.

(c) Payments in respect of Bearer Global Notes

Payments of principal and interest (if any) in respect of Notes represented by any Global Note in bearer
form will (subject as provided below) be made in the manner specified above in relation to Definitive
Bearer Notes and otherwise in the manner specified in the relevant Global Note against presentation or

75
 surrender, as the case may be, of such Global Note at the specified office of any Paying Agent outside the
United States. A record of each payment made against presentation or surrender of any Global Note in
bearer form, distinguishing between any payment of principal and any payment of interest, will be made on
such Global Note by the Paying Agent to which it was presented and such record shall be prima facie
evidence that the payment in question has been made.

(d) Payments in respect of Registered Notes

Payments of principal (other than instalments of principal prior to the final instalment) in respect of each
Registered Note (whether or not in global form) will be made against presentation and surrender (or, in the
case of part payment of any sum due, endorsement) of the Registered Note at the specified office of the
Registrar or any of the Paying Agents. Such payments will be made by transfer to the Designated Account
(as defined below) of the holder (or the first named of joint holders) of the Registered Note appearing in the
register of holders of the Registered Notes maintained by the Registrar (the Register) (i) where in global
form, at the close of the business day (being for this purpose a day on which Euroclear and Clearstream,
Luxembourg are open for business) before the relevant due date, and (ii) where in definitive form, at the
close of business on the third business day (being for this purpose a day on which banks are open for
business in the city where the specified office of the Registrar is located) before the relevant due date.
Notwithstanding the previous sentence, if (A) a holder does not have a Designated Account or (B) the
principal amount of the Notes held by a holder is less than U.S.$200,000 (or its approximate equivalent in
any other Specified Currency), payment will instead be made by a cheque in the Specified Currency drawn
on a Designated Bank (as defined below). For these purposes, Designated Account means the account
(which, in the case of a payment in Japanese yen to a non resident of Japan, shall be a non resident account)
maintained by a holder with a Designated Bank and identified as such in the Register and Designated Bank
means (in the case of payment in a Specified Currency other than euro) a bank in the principal financial
centre of the country of such Specified Currency (which, if the Specified Currency is Australian dollars or
New Zealand dollars, shall be Sydney and Auckland, respectively) and (in the case of a payment in euro)
any bank which processes payments in euro.
Payments of interest and payments of instalments of principal (other than the final instalment) in respect of
each Registered Note (whether or not in global form) will be made by a cheque in the Specified Currency
drawn on a Designated Bank and mailed by uninsured mail on the business day in the city where the
specified office of the Registrar is located immediately preceding the relevant due date to the holder (or the
first named of joint holders) of the Registered Note appearing in the Register (i) where in global form, at the
close of the business day (being for this purpose a day on which Euroclear and Clearstream, Luxembourg
are open for business) before the relevant due date, and (ii) where in definitive form, at the close of business
on the fifteenth day (whether or not such fifteenth day is a business day) before the relevant due date (the
Record Date) at his address shown in the Register on the Record Date and at his risk. Upon application of
the holder to the specified office of the Registrar not less than three business days in the city where the
specified office of the Registrar is located before the due date for any payment of interest in respect of a
Registered Note, the payment may be made by transfer on the due date in the manner provided in the
preceding paragraph. Any such application for transfer shall be deemed to relate to all future payments of
interest (other than interest due on redemption) and instalments of principal (other than the final instalment)
in respect of the Registered Notes which become payable to the holder who has made the initial application
until such time as the Registrar is notified in writing to the contrary by such holder. Payment of the interest
due in respect of each Registered Note on redemption and the final instalment of principal will be made in
the same manner as payment of the principal amount of such Registered Note.
Holders of Registered Notes will not be entitled to any interest or other payment for any delay in receiving
any amount due in respect of any Registered Note as a result of a cheque posted in accordance with this
Condition 7 arriving after the due date for payment or being lost in the post.
All amounts payable to DTC or its nominee as registered holder of a Registered Global Note in respect of
Notes denominated in a Specified Currency other than U.S. dollars shall be paid by transfer by the Registrar
to an account in the relevant Specified Currency of the Exchange Agent on behalf of DTC or its nominee for
conversion into and payment in U.S. dollars in accordance with the provisions of the Agency Agreement.
None of the Issuer, the Guarantor or the Agents will have any responsibility or liability for any aspect of the
records relating to, or payments made on account of, beneficial ownership interests in the Registered Global
Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership
interests.

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(e) General provisions applicable to payments
The holder of a Global Note shall be the only person entitled to receive payments in respect of Notes
represented by such Global Note and the Issuer or, as the case may be, the Guarantor will be discharged by
payment to, or to the order of, the holder of such Global Note in respect of each amount so paid. Each of the
persons shown in the records of Euroclear, Clearstream, Luxembourg or DTC as the beneficial holder of a
particular nominal amount of Notes represented by such Global Note must look solely to Euroclear,
Clearstream, Luxembourg or DTC, as the case may be, for his share of each payment so made by the Issuer
or, as the case may be, the Guarantor to, or to the order of, the holder of such Global Note.
Notwithstanding the foregoing provisions of this Condition 7, if any amount of principal and/or interest in
respect of Bearer Notes is payable in U.S. dollars, such U.S. dollar payments of principal and/or interest in
respect of such Notes will be made at the specified office of a Paying Agent in the United States if:
(i) the Issuer has appointed Paying Agents with specified offices outside the United States with the
reasonable expectation that such Paying Agents would be able to make payment in U.S. dollars at such
specified offices outside the United States of the full amount of principal and interest on the Bearer
Notes in the manner provided above when due;
(ii) payment of the full amount of such principal and interest at all such specified offices outside the United
States is illegal or effectively precluded by exchange controls or other similar restrictions on the full
payment or receipt of principal and interest in U.S. dollars; and
(iii) such payment is then permitted under United States law without involving, in the opinion of the Issuer
and the Guarantor, adverse tax consequences to the Issuer or the Guarantor.

(f) Payment Day

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 in the relevant place
and shall not be entitled to further interest or other payment in respect of such delay. For these purposes,
Payment Day means any day which (subject to Condition 10) is:
(i) a day on which commercial banks and foreign exchange markets settle payments and are open for
general business (including dealing in foreign exchange and foreign currency deposits) in:
(A) in the case of Notes in definitive form only, the relevant place of presentation; and
(B) each Additional Financial Centre specified in the applicable Final Terms;
(ii) either (1) in relation to any sum payable in a Specified Currency other than euro, a day on which
commercial banks and foreign exchange markets settle payments and are open for general business
(including dealing in foreign exchange and foreign currency deposits) in the principal financial centre
of the country of the relevant Specified Currency (which if the Specified Currency is Australian dollars
or New Zealand dollars shall be Sydney and Auckland, respectively) or (2) in relation to any sum
payable in euro, a day on which the TARGET 2 System is open; and
(iii) in the case of any payment in respect of a Registered Global Note denominated in a Specified Currency
other than U.S. dollars and registered in the name of DTC or its nominee and in respect of which an
accountholder of DTC (with an interest in such Registered Global Note) has elected to receive any part
of such payment in U.S. dollars, a day on which commercial banks are not authorised or required by
law or regulation to be closed in New York City.

(g) Interpretation of principal and interest

Any reference in the Conditions to principal in respect of the Notes shall be deemed to include, as
applicable:
(i) any additional amounts which may be payable with respect to principal under Condition 9;
(ii) the Final Redemption Amount of the Notes;
(iii) the Early Redemption Amount of the Notes;
(iv) the Optional Redemption Amount(s) (if any) of the Notes;
(v) in relation to Notes redeemable in instalments, the Instalment Amounts;

77
 (vi) in relation to Zero Coupon Notes, the Amortised Face Amount (as defined in Condition 8(e)); and
(vii) any premium and any other amounts (other than interest) which may be payable by the Issuer under or
in respect of the Notes.
Any reference in the Conditions to interest in respect of the Notes shall be deemed to include, as applicable,
any additional amounts which may be payable with respect to interest under Condition 9.

8. REDEMPTION AND PURCHASE

(a) Redemption at maturity
Unless previously redeemed or purchased and cancelled as specified below, each Note (including each
Index Linked Redemption Note and Dual Currency Redemption Note) will be redeemed by the Issuer at its
Final Redemption Amount specified in, or determined in the manner specified in, the applicable Final
Terms in the relevant Specified Currency on the Maturity Date.

(b) Redemption for tax reasons

The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time (if this Note is
neither a Floating Rate Note, an Index Linked Interest Note nor a Dual Currency Interest Note) or on any
Interest Payment Date (if this Note is either a Floating Rate Note, an Index Linked Interest Note or a Dual
Currency Interest Note), on giving not less than 30 nor more than 60 days notice to the Principal Paying
Agent and, in accordance with Condition 15, the Noteholders (which notice shall be irrevocable), if:
(i) on the occasion of the next payment due under the Notes, the Issuer has or will become obliged to pay
additional amounts as provided or referred to in Condition 9 or the Guarantor would be unable for
reasons outside its control to procure payment by the Issuer and in making payment itself would be
required to pay such additional amounts, in each case as a result of any change in, or amendment to, the
laws or regulations of a Tax Jurisdiction (as defined in Condition 9) or any change in the application or
official interpretation of such laws or regulations, which change or amendment becomes effective on or
after the date on which agreement is reached to issue the first Tranche of the Notes; and
(ii) such obligation cannot be avoided by the Issuer or, as the case may be, the Guarantor taking reasonable
measures available to it,
provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on
which the Issuer or, as the case may be, the Guarantor would be obliged to pay such additional amounts
were a payment in respect of the Notes then due.
Prior to the publication of any notice of redemption pursuant to this Condition 8, the Issuer shall deliver to
the Principal Paying Agent a certificate signed by two Directors of the Issuer or, as the case may be, two
Directors of the Guarantor stating that the Issuer is entitled to effect such redemption and setting forth a
statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have
occurred, and an opinion of independent legal advisers of recognised standing to the effect that the Issuer or,
as the case may be, the Guarantor has or will become obliged to pay such additional amounts as a result of
such change or amendment.
Notes redeemed pursuant to this Condition 8(b) will be redeemed at their Early Redemption Amount
referred to in paragraph (e) below together (if appropriate) with interest accrued to (but excluding) the date
of redemption.

(c) Redemption at the option of the Issuer (Issuer Call)

If Issuer Call is specified in the applicable Final Terms, the Issuer may, having given:
(i) not less than 15 nor more than 30 days notice to the Noteholders in accordance with Condition 15; and
(ii) not less than 15 days before the giving of the notice referred to in (i) above, notice to the Principal
Paying Agent and, in the case of a redemption of Registered Notes, the Registrar,
(which notices shall be irrevocable and shall specify the date fixed for redemption), redeem all or some only
of the Notes then outstanding on any Optional Redemption Date and at the Optional Redemption Amount(s)
specified in, or determined in the manner specified in, the applicable Final Terms together, if appropriate,
with interest accrued to (but excluding) the relevant Optional Redemption Date. Any such redemption must

78
 be of a nominal amount not less than the Minimum Redemption Amount and not more than the Maximum
Redemption Amount in each case as may be specified in the applicable Final Terms. In the case of a partial
redemption of Notes, the Notes to be redeemed (Redeemed Notes) will be selected individually by lot, in
the case of Redeemed Notes represented by definitive Notes, and in accordance with the rules of Euroclear
and/or Clearstream, Luxembourg and/or DTC, in the case of Redeemed Notes represented by a Global Note,
not more than 30 days prior to the date fixed for redemption (such date of selection being hereinafter called
the Selection Date). In the case of Redeemed Notes represented by definitive Notes, a list of the serial
numbers of such Redeemed Notes will be published in accordance with Condition 15 not less than 15 days
prior to the date fixed for redemption. No exchange of the relevant Global Note will be permitted during the
period from (and including) the Selection Date to (and including) the date fixed for redemption pursuant to
this paragraph (c) and notice to that effect shall be given by the Issuer to the Noteholders in accordance with
Condition 15 at least five days prior to the Selection Date.

(d) Redemption at the option of the Noteholders (Investor Put)

(i) If Investor Put is specified in the applicable Final Terms, upon the holder of any Note giving to the
Issuer in accordance with Condition 15 not less than 15 nor more than 30 days notice, the Issuer will,
upon the expiry of such notice, redeem or, at the Issuers option, purchase (or procure the purchase of),
subject to, and in accordance with, the terms specified in the applicable Final Terms, such Note on the
Optional Redemption Date and at the Optional Redemption Amount together, if appropriate, with
interest accrued to (but excluding) the Optional Redemption Date. Registered Notes may be redeemed
or, as the case may be, purchased under this Condition 8(d)(i) in any multiple of their lowest Specified
Denomination. It may be that before an Investor Put can be exercised, certain conditions and/or
circumstances will need to be satisfied. Where relevant, the provisions will be set out in the applicable
Final Terms.
(ii) If Change of Control Put is specified in the applicable Final Terms and if a Change of Control Event
occurs, the Issuer will, upon the holder of any Note giving notice within the Change of Control Put
Period to the Issuer in accordance with Condition 15 (unless prior to the giving of the relevant Change
of Control Notice (as defined below) the Issuer has given notice of redemption under Condition 8(b) or
8(c), redeem or, at the Issuers option, purchase (or procure the purchase of) such Note on the Change
of Control Put Date at the Change of Control Redemption Amount together (if applicable) with interest
accrued to but excluding the Change of Control Put Date.
Promptly upon the Issuer or the Guarantor becoming aware that a Change of Control Event has
occurred, the Issuer shall give notice (a Change of Control Notice) to the Noteholders in accordance
with Condition 15 to that effect.
If 75 per cent. or more in nominal amount of the Notes then outstanding have been redeemed or, as the
case may be, purchased, pursuant to this Condition 8(d)(ii), the Issuer may, on giving not less than 30
nor more than 60 days notice to the Noteholders in accordance with Condition 15 (such notice to be
given within 30 days of the Change of Control Put Date), redeem or, at the Issuers option, purchase (or
procure the purchase of) all but not some only of the remaining outstanding Notes at their Change of
Control Redemption Amount together (if applicable) with interest accrued to but excluding the date
fixed for redemption or purchase, as the case may be.
(iii) To exercise the right to require redemption of this Note the holder of this Note must, if this Note is in
definitive form and held outside Euroclear and Clearstream, Luxembourg, deliver, at the specified
office of any Paying Agent (in the case of Bearer Notes) or the Registrar (in the case of Registered
Notes) at any time during normal business hours of such Paying Agent or, as the case may be, the
Registrar falling within the notice period, a duly completed and signed notice of exercise in the form
(for the time being current) obtainable from any specified office of any Paying Agent or, as the case
may be, the Registrar (a Put Notice) and in which the holder must specify a bank account (or, if
payment is required to be made by cheque, an address) to which payment is to be made under this
Condition 8(d) and, in the case of Registered Notes, the nominal amount thereof to be redeemed and, if
less than the full nominal amount of the Registered Notes so surrendered is to be redeemed, an address
to which a new Registered Note in respect of the balance of such Registered Notes is to be sent subject
to and in accordance with the provisions of Condition 2(b). If this Note is in definitive bearer form, the
Put Notice must be accompanied by this Note or evidence satisfactory to the Paying Agent concerned
that this Note will, following delivery of the Put Notice, be held to its order or under its control.
If this Note is represented by a Global Note or is in definitive form and held through Euroclear,
Clearstream, Luxembourg or DTC, to exercise the right to require redemption of this Note the holder of

79
 this Note must, within the notice period, give notice to the Principal Paying Agent of such exercise in
accordance with the standard procedures of Euroclear, Clearstream, Luxembourg and DTC (which may
include notice being given on his instruction by Euroclear, Clearstream, Luxembourg, DTC or any
depositary for them to the Principal Paying Agent by electronic means) in a form acceptable to
Euroclear, Clearstream, Luxembourg and DTC from time to time and, if this Note is represented by a
Global Note, at the same time present or procure the presentation of the relevant Global Note to the
Principal Paying Agent for notation accordingly.
Any Put Notice or other notice given in accordance with the standard procedures of Euroclear,
Clearstream, Luxembourg and DTC given by a holder of any Note pursuant to this Condition 8(d) shall
be irrevocable except where, prior to the due date of redemption, an Event of Default has occurred and
is continuing, in which event such holder, at its option, may elect by notice to the Issuer to withdraw
the notice given pursuant to this Condition 8(d) and instead to declare such Note forthwith due and
payable pursuant to Condition 11.
(iv) For the purpose of these Conditions:
a Change of Control Event shall occur each time the government of the Emirate of Abu Dhabi (the
Government):
(A) sells, transfers or otherwise disposes of any of the issued share capital of the Guarantor, other than
to an entity directly or indirectly wholly-owned by the Government; or
(B) otherwise ceases to own (directly or indirectly) all of the issued share capital of the Guarantor;
Change of Control Redemption Amount shall mean, in relation to each Note to be redeemed or
purchased pursuant to the Change of Control Put Option, an amount equal to the nominal amount of
such Note or such other amount as may be specified in the applicable Final Terms;
Change of Control Put Date shall be the tenth day after the expiry of the Change of Control Put
Period provided that, if such day is not a day on which banks are open for general business in both
London and the principal financial centre of the Specified Currency the Change of Control Put Date
shall be the next following day on which banks are open for general business in both London and the
principal financial centre of the Specified Currency; and
Change of Control Put Period shall be the period of 30 days commencing on the date that a Change
of Control Notice is given.
(e) Early Redemption Amounts
For the purpose of paragraph (b) above and Condition 11, each Note will be redeemed at its Early
Redemption Amount calculated as follows:
(i) in the case of a Note with a Final Redemption Amount equal to the Issue Price, at the Final
Redemption Amount thereof;
(ii) in the case of a Note (other than a Zero Coupon Note but including an Instalment Note and a Partly
Paid Note) with a Final Redemption Amount which is or may be less or greater than the Issue Price or
which is payable in a Specified Currency other than that in which the Note is denominated, at the
amount specified in, or determined in the manner specified in, the applicable Final Terms or, if no such
amount or manner is so specified in the applicable Final Terms, at its nominal amount; or
(iii) in the case of a Zero Coupon Note, at an amount (the Amortised Face Amount) calculated in
accordance with the following formula:

Early Redemption Amount = RP x (1 + AY)y

where:
RP means the Reference Price;
AY means the Accrual Yield expressed as a decimal; and
y is a fraction the numerator of which is equal to the number of days (calculated on the basis of a
60-day year consisting of 12 months of 30 days each) from (and including) the Issue Date of the
first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may
be) the date upon which such Note becomes due and repayable and the denominator of which is
360,
or on such other calculation basis as may be specified in the applicable Final Terms.

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(f) Instalments
Instalment Notes will be redeemed in the Instalment Amounts and on the Instalment Dates. In the case of
early redemption, the Early Redemption Amount will be determined pursuant to paragraph (e) above.

(g) Partly Paid Notes

Partly Paid Notes will be redeemed, whether at maturity, early redemption or otherwise, in accordance with
the provisions of this Condition 8 and the applicable Final Terms.

(h) Purchases
The Issuer, the Guarantor or any of its other Subsidiaries may at any time purchase Notes (provided that, in
the case of Definitive Bearer Notes, all unmatured Receipts, Coupons and Talons appertaining thereto are
purchased therewith) at any price in the open market or otherwise. Such Notes may be held, reissued, resold
or, at the option of the Issuer or the Guarantor, surrendered to any Paying Agent and/or the Registrar for
cancellation.

(i) Cancellation
All Notes which are redeemed will forthwith be cancelled (together with all unmatured Receipts, Coupons
and Talons attached thereto or surrendered therewith at the time of redemption). All Notes so cancelled and
any Notes purchased and cancelled pursuant to paragraph (h) above (together with all unmatured Receipts,
Coupons and Talons cancelled therewith) shall be forwarded to the Principal Paying Agent and cannot be
reissued or resold.

(j) Late payment on Zero Coupon Notes

If the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon Note
pursuant to paragraph (a), (b), (c) or (d) above or upon its becoming due and repayable as provided in
Condition 11 is improperly withheld or refused, the amount due and repayable in respect of such Zero
Coupon Note shall be the amount calculated as provided in paragraph (e)(iii) above as though the references
therein to the date fixed for the redemption or the date upon which such Zero Coupon Note becomes due
and payable were replaced by references to the date which is the earlier of:
(i) the date on which all amounts due in respect of such Zero Coupon Note have been paid; and
(ii) five days after the date on which the full amount of the moneys payable in respect of such Zero Coupon
Notes has been received by the Principal Paying Agent or the Registrar and notice to that effect has
been given to the Noteholders in accordance with Condition 15.

9. TAXATION
All payments of principal and interest in respect of the Notes, Receipts and Coupons by the Issuer will be
made without withholding or deduction for or on account of any present or future taxes or duties of
whatever nature imposed or levied by or on behalf of any Tax Jurisdiction unless such withholding or
deduction is required by law. In such event, the Issuer will pay such additional amounts as shall be
necessary in order that the net amounts received by the holders of the Notes, Receipts or Coupons after such
withholding or deduction shall equal the respective amounts of principal and interest which would otherwise
have been receivable in respect of the Notes, Receipts or Coupons in the absence of such withholding or
deduction, except that no such additional amounts shall be payable with respect to any Note, Receipt or
Coupon:
(a) presented for payment by or on behalf of a holder who is liable for such taxes or duties in respect of
such Note, Receipt or Coupon by reason of his having some connection with a Tax Jurisdiction other
than the mere holding of such Note, Receipt or Coupon; or
(b) presented for payment more than 30 days after the Relevant Date (as defined below) except to the
extent that the holder thereof would have been entitled to an additional amount on presenting the same
for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in
Condition 7(f)); or
(c) where such withholding or deduction is imposed on a payment to an individual and is required to be
made pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any
law implementing or complying with, or introduced in order to conform to, such Directive; or

81
 (d) presented for payment by or on behalf of a holder who would have been able to avoid such withholding
or deduction by presenting the relevant Note, Receipt or Coupon to another Paying Agent in a Member
State of the European Union.

As used herein:
(i) Tax Jurisdiction means The Netherlands or any political subdivision or any authority thereof or
therein having power to tax; and
(ii) the Relevant Date means the date on which such payment first becomes due, except that, if the full
amount of the moneys payable has not been duly received by the Principal Paying Agent or the
Registrar, as the case may be, on or prior to such due date, it means the date on which, the full amount
of such moneys having been so received, notice to that effect is duly given to the Noteholders in
accordance with Condition 15.

The Guarantee provides that all payments by the Guarantor under the Guarantee will be made without
withholding or deduction for or on account of any present or future taxes or duties of whatever nature
imposed or levied by or on behalf of the United Arab Emirates or any Emirate therein or any political
subdivision or any authority thereof or therein having such power to tax unless such withholding or
deduction is required by law. In such event, the Guarantor will pay such additional amounts as shall be
necessary in order that the net amounts received by the relevant payee after such withholding or deduction
shall equal the respective amounts which would otherwise have been received in the absence of such
withholding or deduction, subject to certain limited exceptions substantially similar to those described in
paragraphs (b) to (d) above.

10. PRESCRIPTION
The Notes (whether in bearer or registered form), Receipts and Coupons will become void unless presented
for payment within a period of 10 years (in the case of principal) and five years (in the case of interest) after
the Relevant Date (as defined in Condition 9) therefore.
There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon the claim for
payment in respect of which would be void pursuant to this Condition 10 or Condition 7(b) or any Talon
which would be void pursuant to Condition 7(b).

11. EVENTS OF DEFAULT

If any one or more of the following events (each an Event of Default) shall occur and be continuing:
(a) the Issuer fails to pay the principal of, or any interest on, any of the Notes when due and such failure
continues for a period of seven Business Days in the case of principal and 14 Business Days in the case
of interest; or
(b) the Issuer or the Guarantor defaults in performance or observance of or compliance with any of its
other obligations or undertakings in respect of the Notes or the Guarantee and either such default is not
capable of remedy or such default (if capable of remedy) is not remedied within 45 days after written
notice of such default shall have been given to the Issuer or the Guarantor (as the case may be) by any
Noteholder; or
(c) the holders of any Indebtedness of the Issuer, the Guarantor, any Principal Subsidiary or any Principal
Joint Venture Company accelerate such Indebtedness or declare such Indebtedness to be due and
payable or required to be prepaid (other than by a regularly scheduled required prepayment or pursuant
to an option granted to the holders by the terms of such Indebtedness), prior to the stated maturity
thereof or (ii) the Issuer, the Guarantor, any Principal Subsidiary or any Principal Joint Venture
Company fails to pay in full any principal of, or interest on, any of its Indebtedness when due (after
expiration of any applicable grace period) or any guarantee of any Indebtedness of others given by the
Issuer, the Guarantor, any Principal Subsidiary or any Principal Joint Venture Company shall not be
honoured when due and called upon; provided that the aggregate amount of the relevant Indebtedness
or guarantee in respect of which one or more of the events mentioned above in this paragraph (c) shall
have occurred equals or exceeds U.S.$50,000,000 (or its equivalent in any other currency or
currencies); or
(d) the Issuer, the Guarantor, any Principal Subsidiary or any Principal Joint Venture Company is
adjudicated or found bankrupt or insolvent or any order is made by any competent court or resolution
passed for the winding up or dissolution of the Issuer, the Guarantor, any Principal Subsidiary or any
Principal Joint Venture Company, save in connection with a Permitted Reorganisation; or

82
(e) proceedings are initiated against the Issuer, the Guarantor, any Principal Subsidiary or any Principal
Joint Venture Company under any applicable liquidation, insolvency, composition, reorganisation or
other similar laws, or an application is made (or documents filed with a court) for the appointment of
an administrative or other receiver, manager, administrator, liquidator or other similar official (and
such proceedings are not being actively contested in good faith by the Issuer, the Guarantor, the
relevant Principal Subsidiary or the relevant Principal Joint Venture Company, as the case may be), or
an administrative or other receiver, manager, administrator, liquidator or other similar official is
appointed, in relation to the Issuer, the Guarantor, the relevant Principal Subsidiary or the relevant
Principal Joint Venture Company or, as the case may be, in relation to all or substantially all of the
undertaking or assets of any of them and in any such case (other than the appointment of an
administrator) is not discharged within 30 days; or
(f) the Issuer, the Guarantor, any Principal Subsidiary or any Principal Joint Venture Company initiates or
consents to judicial proceedings relating to itself under any applicable liquidation, insolvency,
composition, reorganisation or other similar laws or enters into any composition or other similar
arrangement with its creditors generally save, in all cases, in connection with a Permitted
Reorganisation; or
(g) any event occurs which under the laws of The Netherlands (in the case of the Issuer) or the United
Arab Emirates or any Emirate therein (in the case of the Guarantor) has an analogous effect to any of
the events referred to in paragraphs (d) to (f) (inclusive) above, or any event occurs which under the
laws of the jurisdiction under which the relevant Principal Subsidiary or the relevant Principal Joint
Venture Company is incorporated or constituted has an analogous effect to any of the events referred to
in paragraphs (d) to (f) (inclusive) above; or
(h) any mortgage, charge, pledge, lien or other encumbrance (each a Security Interest), present or future,
created or assumed by the Issuer, the Guarantor, any Principal Subsidiary or any Principal Joint
Venture Company and securing an amount which equals or exceeds U.S.$50,000,000 (or its equivalent
in any other currency or currencies) becomes enforceable and any step is taken to enforce the Security
Interest (including the taking of possession or the appointment of a receiver, manager or other similar
person, but excluding the issue of any notification to the Issuer, Guarantor, the relevant Principal
Subsidiary or the relevant Principal Joint Venture Company, as the case may be, that such Security
Interest has become enforceable) unless the full amount of the debt which is secured by the relevant
Security Interest is discharged within 30 days of the first date on which a step is taken to enforce the
relevant Security Interest; or
(i) the Guarantee ceases to be, or is claimed by the Issuer or the Guarantor not to be, in full force and
effect; or
(j) the validity of the Notes is contested by the Issuer or the Issuer shall deny any of its obligations under
the Notes or as a result of any change in, or amendment to, the laws or regulations in The Netherlands
(in the case of the Issuer) or the United Arab Emirates or any Emirate therein (in the case of the
Guarantor), which change or amendment takes place after the date on which agreement is reached to
issue the first Tranche of the Notes, (i) it becomes unlawful for the Issuer to perform or comply with
any of its obligations under or in respect of the Notes or the Agency Agreement, (ii) it becomes
unlawful for the Guarantor to perform or comply with any of its obligations under or in respect of the
Guarantee or the Agency Agreement or (iii) any of such obligations becomes unenforceable or invalid,
then any holder of a Note may, by written notice to the Issuer and the Guarantor delivered at the specified
office of the Guarantor, effective upon the date of receipt thereof by the Guarantor, declare any Note held by
it to be forthwith due and payable whereupon the same shall become forthwith due and payable at its Early
Redemption Amount, together with accrued interest (if any) to the date of repayment, without presentment,
demand, protest or other notice of any kind.
For the purposes of the Conditions:
Indebtedness means all obligations, and guarantees or indemnities in respect of obligations, for moneys
borrowed or raised (whether or not evidenced by bonds, debentures, notes or other similar instruments);
Joint Venture Company means an entity which is, at any particular time, jointly controlled (whether
directly or indirectly) by the Guarantor and any other Person or Persons. For the purposes of this definition,
an entity shall be considered as being jointly controlled by the Guarantor and such other Person or Persons
if it is accounted for as a jointly controlled entity in the Relevant Accounts;

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Permitted Reorganisation means:
(a) any winding-up or dissolution of a Principal Subsidiary or Principal Joint Venture Company, as the
case may be, whereby the undertaking or assets of that Principal Subsidiary or Principal Joint Venture
Company are transferred to or otherwise vested in the Guarantor and/or any of its other Subsidiaries
and/or any other Joint Venture Company; or
(b) any composition or other similar arrangement on terms previously approved by an Extraordinary
Resolution;
Principal Joint Venture Company means at any time a Joint Venture Company:
(a) the Guarantors proportionate share of whose revenues from goods and services (consolidated in the
case of a Joint Venture Company which itself has Subsidiaries) or the Guarantors proportionate share
of whose total assets (consolidated in the case of a Joint Venture Company which itself has
Subsidiaries) represent in each case (or, in the case of a Joint Venture Company acquired after the end
of the financial period to which the then latest audited consolidated accounts of the Guarantor and its
Subsidiaries relate, are equal to) not less than 10 per cent. of the consolidated revenues from goods and
services, or, as the case may be, consolidated total assets, of the Guarantor and its Subsidiaries taken as
a whole, all as calculated respectively by reference to the then latest audited accounts (consolidated or,
as the case may be, unconsolidated) of such Joint Venture Company and the then latest audited
consolidated accounts of the Guarantor and its Subsidiaries, provided that in the case of a Joint Venture
Company of the Guarantor acquired after the end of the financial period to which the then latest audited
consolidated accounts of the Guarantor and its Subsidiaries relate, the reference to the then latest
audited consolidated accounts of the Guarantor and its Subsidiaries for the purposes of the calculation
above shall, until consolidated accounts for the financial period in which the acquisition is made have
been prepared and audited as aforesaid, be deemed to be a reference to such first-mentioned accounts
as if such Joint Venture Company had been shown in such accounts by reference to its then latest
relevant audited accounts, adjusted as deemed appropriate by the Guarantor;
(b) to which is transferred the whole or substantially the whole of the undertaking and assets of a Joint
Venture Company of the Guarantor which immediately prior to such transfer is a Principal Joint
Venture Company, provided that the transferor Joint Venture Company shall upon such transfer
forthwith cease to be a Principal Joint Venture Company and the transferee Joint Venture Company
shall cease to be a Principal Joint Venture Company pursuant to this subparagraph (b) on the date on
which the consolidated accounts of the Guarantor and its Subsidiaries for the financial period current at
the date of such transfer have been prepared and audited as aforesaid but so that such transferor Joint
Venture Company or such transferee Joint Venture Company may be a Principal Joint Venture
Company on or at any time after the date on which such consolidated accounts have been prepared and
audited as aforesaid by virtue of the provisions of subparagraph (a) above or, prior to or after such date,
by virtue of any other applicable provision of this definition; or
(c) to which is transferred an undertaking or assets which, taken together with the undertaking or assets of the
transferee Joint Venture Company, generated for the Guarantor (or, in the case of the transferee Joint
Venture Company being acquired after the end of the financial period to which the then latest audited
consolidated accounts of the Guarantor and its Subsidiaries relate, generate for the Guarantor revenues
from goods and services equal to) not less than 10 per cent. of the consolidated revenues from goods and
services of the Guarantor and its Subsidiaries taken as a whole, or the Guarantors proportionate share of
which represents (or, in the case aforesaid, is equal to) not less than 10 per cent. of the consolidated total
assets of the Guarantor and its Subsidiaries taken as a whole, all as calculated as referred to in
subparagraph (a) above, provided that the transferor Joint Venture Company (if a Principal Joint Venture
Company) shall upon such transfer forthwith cease to be a Principal Joint Venture Company unless
immediately following such transfer its undertaking and assets generate for the Guarantor (or, in the case
aforesaid, generate for the Guarantor revenues from goods and services equal to) not less than 10 per cent.
of the consolidated revenues from goods and services of the Guarantor and its Subsidiaries taken as a
whole, or the Guarantors proportionate share of its assets represent (or, in the case aforesaid, is equal to)
not less than 10 per cent. of the consolidated total assets of the Guarantor and its Subsidiaries taken as a
whole, all as calculated as referred to in subparagraph (a) above, and the transferee Joint Venture
Company shall cease to be a Principal Joint Venture Company pursuant to this subparagraph (c) on the
date on which the consolidated accounts of the Guarantor and its Subsidiaries for the financial period
current at the date of such transfer have been prepared and audited but so that such transferor Joint
Venture Company or such transferee Joint Venture Company may be a Principal Joint Venture Company

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 on or at any time after the date on which such consolidated accounts have been prepared and audited as
aforesaid by virtue of the provisions of subparagraph (a) above or, prior to or after such date, by virtue of
any other applicable provision of this definition,
all as more particularly defined in the Agency Agreement.
A report by two Authorised Signatories (as defined in the Agency Agreement) of the Guarantor that in their
opinion a Joint Venture Company is or is not or was or was not at any particular time or throughout any
specified period a Principal Joint Venture Company, shall, in the absence of manifest or proven error, be
conclusive and binding on all parties;
Principal Subsidiary means at any time a Subsidiary of the Guarantor:
(a) whose revenues from goods and services (consolidated in the case of a Subsidiary which itself has
Subsidiaries) or whose total assets (consolidated in the case of a Subsidiary which itself has
Subsidiaries) represent in each case (or, in the case of a Subsidiary acquired after the end of the
financial period to which the then latest audited consolidated accounts of the Guarantor and its
Subsidiaries relate, are equal to) not less than 10 per cent. of the consolidated revenues from goods and
services, or, as the case may be, consolidated total assets, of the Guarantor and its Subsidiaries taken as
a whole, all as calculated respectively by reference to the then latest audited accounts (consolidated or,
as the case may be, unconsolidated) of such Subsidiary and the then latest audited consolidated
accounts of the Guarantor and its Subsidiaries, provided that in the case of a Subsidiary of the
Guarantor acquired after the end of the financial period to which the then latest audited consolidated
accounts of the Guarantor and its Subsidiaries relate, the reference to the then latest audited
consolidated accounts of the Guarantor and its Subsidiaries for the purposes of the calculation above
shall, until consolidated accounts for the financial period in which the acquisition is made have been
prepared and audited as aforesaid, be deemed to be a reference to such first-mentioned accounts as if
such Subsidiary had been shown in such accounts by reference to its then latest relevant audited
accounts, adjusted as deemed appropriate by the Guarantor;
(b) to which is transferred the whole or substantially the whole of the undertaking and assets of a
Subsidiary of the Guarantor which immediately prior to such transfer is a Principal Subsidiary,
provided that the transferor Subsidiary shall upon such transfer forthwith cease to be a Principal
Subsidiary and the transferee Subsidiary shall cease to be a Principal Subsidiary pursuant to this
subparagraph (b) on the date on which the consolidated accounts of the Guarantor and its Subsidiaries
for the financial period current at the date of such transfer have been prepared and audited as aforesaid
but so that such transferor Subsidiary or such transferee Subsidiary may be a Principal Subsidiary on or
at any time after the date on which such consolidated accounts have been prepared and audited as
aforesaid by virtue of the provisions of subparagraph (a) above or, prior to or after such date, by virtue
of any other applicable provision of this definition; or
(c) to which is transferred an undertaking or assets which, taken together with the undertaking or assets of the
transferee Subsidiary, generated (or, in the case of the transferee Subsidiary being acquired after the end
of the financial period to which the then latest audited consolidated accounts of the Guarantor and its
Subsidiaries relate, generate revenues from goods and services equal to) not less than 10 per cent. of the
consolidated revenues from goods and services of the Guarantor and its Subsidiaries, taken as a whole, or
represent (or, in the case aforesaid, are equal to) not less than 10 per cent. of the consolidated total assets
of the Guarantor and its Subsidiaries taken as a whole, all as calculated as referred to in subparagraph
(a) above, provided that the transferor Subsidiary (if a Principal Subsidiary) shall upon such transfer
forthwith cease to be a Principal Subsidiary unless immediately following such transfer its undertaking
and assets generate (or, in the case aforesaid, generate revenues from goods and services equal to) not less
than 10 per cent. of the consolidated revenues from goods and services of the Guarantor and its
Subsidiaries, taken as a whole, or its assets represent (or, in the case aforesaid, are equal to) not less than
10 per cent. of the consolidated total assets of the Guarantor and its Subsidiaries taken as a whole, all as
calculated as referred to in subparagraph (a) above, and the transferee Subsidiary shall cease to be a
Principal Subsidiary pursuant to this subparagraph (c) on the date on which the consolidated accounts of
the Guarantor and its Subsidiaries for the financial period current at the date of such transfer have been
prepared and audited but so that such transferor Subsidiary or such transferee Subsidiary may be a
Principal Subsidiary on or at any time after the date on which such consolidated accounts have been
prepared and audited as aforesaid by virtue of the provisions of subparagraph (a) above or, prior to or
after such date, by virtue of any other applicable provision of this definition,
all as more particularly defined in the Agency Agreement.

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 A report by two Authorised Signatories of the Guarantor that in their opinion a Subsidiary of the Guarantor
is or is not or was or was not at any particular time or throughout any specified period a Principal
Subsidiary, shall, in the absence of manifest or proven error, be conclusive and binding on all parties; and
Subsidiary in relation to the Guarantor means, at any particular time, any person other than a Joint Venture
Company (the first person):
(a) which is then directly or indirectly controlled by the Guarantor; or
(b) more than 50 per cent. of whose issued equity share capital (or equivalent) is then beneficially owned
by the Guarantor; or
(c) whose financial statements at any time are required by law or in accordance with generally accepted
accounting principles to be fully consolidated with those of the Guarantor.
For the first person to be controlled by the Guarantor means that the Guarantor (whether directly or
indirectly and whether by the ownership of share capital, the possession of voting power, contract, trust or
otherwise) has the power to appoint and/or remove all or the majority of the members of the board of
directors or other governing body of that first person or otherwise controls, or has the power to control, the
affairs and policies of the first person.

12. REPLACEMENT OF NOTES, RECEIPTS, COUPONS AND TALONS

Should any Note, Receipt, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may be
replaced at the specified office of the Principal Paying Agent (in the case of Bearer Notes, Receipts or
Coupons) or the Registrar (in the case of Registered Notes) upon payment by the claimant of such costs and
expenses as may be incurred in connection therewith and on such terms as to evidence and indemnity as the
Issuer may reasonably require. Mutilated or defaced Notes, Receipts, Coupons or Talons must be
surrendered before replacements will be issued.

13. AGENTS
The names of the initial Agents and their initial specified offices are set out below.
The Issuer is entitled to vary or terminate the appointment of any Agent and/or appoint additional or other
Agents and/or approve any change in the specified office through which any Agent acts, provided that:
(a) there will at all times be a Principal Paying Agent and a Registrar;
(b) so long as the Notes are listed on any stock exchange or admitted to trading by any other relevant
authority, there will at all times be a Paying Agent (in the case of Bearer Notes) and a Transfer Agent
(in the case of Registered Notes) with a specified office in such place as may be required by the rules
and regulations of the relevant stock exchange or other relevant authority;
(c) so long as any of the Registered Global Notes payable in a Specified Currency other than U.S. dollars
are held through DTC or its nominee, there will at all times be an Exchange Agent with a specified
office in New York City;
(d) there will at all times be a Paying Agent in a Member State of the European Union that will not be
obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law
implementing or complying with, or introduced in order to conform to, such Directive; and
(e) there will at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in
which the Issuer is incorporated.
In addition, the Issuer shall forthwith appoint a Paying Agent having a specified office in New York City in
the circumstances described in Condition 7(e). Any variation, termination, appointment or change shall only
take effect (other than in the case of insolvency, when it shall be of immediate effect) after not less than 30
nor more than 45 days prior notice thereof shall have been given to the Noteholders in accordance with
Condition 15.
In acting under the Agency Agreement, the Agents act solely as agents of the Issuer and the Guarantor and
do not assume any obligation to, or relationship of agency or trust with, any Noteholders, Receiptholders or
Couponholders. The Agency Agreement contains provisions permitting any entity into which any Agent is
merged or converted or with which it is consolidated or to which it transfers all or substantially all of its
assets to become the successor agent.

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14. EXCHANGE OF TALONS
On and after the Interest Payment Date on which the final Coupon comprised in any Coupon sheet matures,
the Talon (if any) forming part of such Coupon sheet may be surrendered at the specified office of any
Paying Agent in exchange for a further Coupon sheet including (if such further Coupon sheet does not
include Coupons to (and including) the final date for the payment of interest due in respect of the Note to
which it appertains) a further Talon, subject to the provisions of Condition 10.

15. NOTICES
All notices regarding the Bearer Notes will be deemed to be validly given if published in a leading English
language daily newspaper of general circulation in London, which is expected to be the Financial Times.
The Issuer shall also ensure that notices are duly published in a manner which complies with the rules of any
stock exchange or other relevant authority on which the Bearer Notes are for the time being listed or by
which they have been admitted to trading. Any such notice will be deemed to have been given on the date of
the first publication or, where required to be published in more than one newspaper, on the date of the first
publication in all required newspapers.
All notices regarding the Registered Notes will be deemed to be validly given if sent by first class mail or (if
posted to an address overseas) by airmail to the holders (or the first named of joint holders) at their
respective addresses recorded in the Register and will be deemed to have been given on the fourth day after
mailing and, in addition, for so long as any Registered Notes are listed on a stock exchange or are admitted
to trading by another relevant authority and the rules of that stock exchange or relevant authority so require,
such notice will be published in a daily newspaper of general circulation in the place or places required by
those rules.
Until such time as any definitive Notes are issued, there may, so long as any Global Notes representing the
Notes are held in their entirety on behalf of Euroclear and/or Clearstream, Luxembourg and/or DTC, be
substituted for such publication in such newspaper(s) the delivery of the relevant notice to Euroclear and/or
Clearstream, Luxembourg and/or DTC for communication by them to the holders of the Notes and, in
addition, for so long as any Notes are listed on a stock exchange or are admitted to trading by another
relevant authority and the rules of that stock exchange or relevant authority so require, such notice will be
published in a daily newspaper of general circulation in the place or places required by those rules. Any
such notice shall be deemed to have been given to the holders of the Notes on the third day after the day on
which the said notice was given to Euroclear and/or Clearstream, Luxembourg and/or DTC.
Notices to be given by any Noteholder shall be in writing and given by lodging the same, together (in the
case of any Note in definitive form) with the relative Note or Notes, with the Principal Paying Agent (in the
case of Bearer Notes) or the Registrar (in the case of Registered Notes). Whilst any of the Notes are
represented by a Global Note, such notice may be given by any holder of a Note to the Principal Paying
Agent or the Registrar through Euroclear and/or Clearstream, Luxembourg and/or DTC, as the case may be,
in such manner as the Principal Paying Agent, the Registrar and Euroclear and/or Clearstream, Luxembourg
and/or DTC, as the case may be, may approve for this purpose.

16. MEETINGS OF NOTEHOLDERS, MODIFICATION AND SUBSTITUTION

(a) Meetings of Noteholders
The Agency Agreement contains provisions for convening meetings of the Noteholders to consider any
matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of
the Notes, the Receipts, the Coupons, the Guarantee or any of the provisions of the Agency Agreement.
Such a meeting may be convened by the Issuer or the Guarantor and shall be convened by the Issuer if
required in writing by Noteholders holding not less than five per cent. in nominal amount of the Notes for
the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary
Resolution is one or more persons holding or representing not less than 50 per cent. in nominal amount of
the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or
representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at
any meeting the business of which includes the modification of certain provisions of the Notes, the Receipts,
the Coupons or the Guarantee (including modifying the date of maturity of the Notes or any date for
payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in
respect of the Notes, altering the currency of payment of the Notes, the Receipts or the Coupons or
amending the Deed of Covenant or the Guarantee in certain respects), the quorum shall be one or more

87
 persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being
outstanding, or at any adjourned such meeting one or more persons holding or representing not less than
one-third in nominal amount of the Notes for the time being outstanding. An Extraordinary Resolution
passed at any meeting of the Noteholders shall be binding on all the Noteholders, whether or not they are
present at the meeting, and on all Receiptholders and Couponholders.
(b) Modification
The Issuer or, as the case may be, the Guarantor may, without the consent of the Noteholders,
Receiptholders or Couponholders, make:
(a) any modification (except such modifications in respect of which an increased quorum is required as
mentioned above) to the Notes, the Receipts, the Coupons, the Guarantee, the Deed of Covenant or the
Agency Agreement which is not prejudicial to the interests of the Noteholders; or
(b) any modification to the Notes, the Receipts, the Coupons, the Guarantee, the Deed of Covenant or the
Agency Agreement which is of a formal, minor or technical nature or is made to correct a manifest or
proven error.
Any such modification shall be binding on the Noteholders, the Receiptholders and the Couponholders and
any such modification shall be notified to the Noteholders in accordance with Condition 15 as soon as
practicable thereafter.
(c) Substitution
The Issuer may, without the consent of the Noteholders, be replaced and substituted by the Guarantor or any
other subsidiary of the Guarantor as principal debtor (in such capacity, the Substituted Debtor) in respect
of the Notes provided that:
(i) a deed poll and such other documents (if any) shall be executed by the Substituted Debtor, the Issuer
and (if the Substituted Debtor is not the Guarantor) the Guarantor as may be necessary to give full
effect to the substitution (together the Documents) and (without limiting the generality of the
foregoing) pursuant to which the Substituted Debtor shall undertake in favour of each Noteholder to be
bound by the Conditions of the Notes and the provisions of the Agency Agreement, the Deed Poll and
the Deed of Covenant as fully as if the Substituted Debtor had been named in the Notes, the Agency
Agreement, the Deed Poll and the Deed of Covenant as the principal debtor in respect of the Notes in
place of the Issuer (or any previous substitute) and (if the Substituted Debtor is not the Guarantor)
pursuant to which the Guarantor shall unconditionally and irrevocably guarantee (the New Guarantee)
in favour of each Noteholder the payment of all sums payable by the Substituted Debtor as such
principal debtor on the same terms mutatis mutandis as the Guarantee;
(ii) without prejudice to the generality of Condition 16(c)(i), where the Substituted Debtor is incorporated,
domiciled or resident for taxation purposes in a territory other than The Netherlands, the Documents
shall contain a covenant by the Substituted Debtor and/or such other provisions as may be necessary to
ensure that each Noteholder has the benefit of a covenant in terms corresponding to the provisions of
Condition 9 with the substitution for the references to The Netherlands of references to the territory in
which the Substituted Debtor is incorporated, domiciled and/or resident for taxation purposes;
(iii) the Issuer shall have delivered or procured the delivery to the Principal Paying Agent of a copy of a
legal opinion addressed to the Issuer, the Substituted Debtor and the Guarantor from each of (A) a
leading firm of lawyers in the country of incorporation of the Substituted Debtor to the effect that the
Documents constitute legal, valid and binding obligations of the Substituted Debtor, (B) in the case
where the Substituted Debtor is not the Guarantor, a leading firm of UAE lawyers acting for the
Guarantor to the effect that the Documents (including the New Guarantee given by the Guarantor in
respect of the Substituted Debtor) constitute legal, valid and binding obligations of the Guarantor and
(C) a leading firm of English lawyers to the effect that the Documents (including the New Guarantee
given by the Guarantor in respect of the Substituted Debtor) constitute legal, valid and binding
obligations of the parties thereto under English law, each such opinion to be dated not more than seven
days prior to the date of substitution of the Substituted Debtor for the Issuer and to be available for
inspection by Noteholders at the specified office of the Principal Paying Agent; and
(iv) any credit rating assigned to the Notes will remain the same or be improved when the Substituted
Debtor replaces and substitutes the Issuer in respect of the Notes.
Upon the execution of the Documents, the Substituted Debtor shall be deemed to be named in the Notes as
the principal debtor in place of the Issuer (or of any previous substitute under these provisions) and the

88
 Notes shall thereupon be deemed to be amended to give effect to the substitution. The execution of the
Documents shall operate to release the Issuer (or such previous substitute as aforesaid) from all of its
obligations in respect of the Notes.
The Documents shall be deposited with and held by the Principal Paying Agent for so long as any Note
remains outstanding and for so long as any claim made against the Substituted Debtor or (if the Substituted
Debtor is not the Guarantor) the Guarantor by any Noteholder in relation to the Notes or the Documents
shall not have been finally adjudicated, settled or discharged. The Substituted Debtor and (if the Substituted
Debtor is not the Guarantor) the Guarantor shall acknowledge in the Documents the right of every
Noteholder to the production of the Documents for the enforcement of any of the Notes or the Documents.
Not later than 10 London Business Days after the execution of the Documents, the Substituted Debtor shall
give notice thereof to the Noteholders in accordance with Condition 15.

17. FURTHER ISSUES

The Issuer shall be at liberty from time to time without the consent of the Noteholders, the Receiptholders or
the Couponholders to create and issue further notes having terms and conditions the same as the Notes or
the same in all respects save for the amount and date of the first payment of interest thereon and so that the
same shall be consolidated and form a single Series with the outstanding Notes.

18. CURRENCY INDEMNITY

The Specified Currency is the sole currency of account and payment for all sums payable by the Issuer under
or in connection with the Notes, the Receipts and the Coupons, including damages. Any amount received or
recovered in a currency other than the Specified Currency (whether as a result of, or of the enforcement of, a
judgment or order of a court of any jurisdiction or otherwise) by any Noteholder, Receiptholder or
Couponholder, as the case may be, in respect of any sum expressed to be due to it from the Issuer shall only
constitute a discharge to the Issuer to the extent of the amount of the Specified Currency which the recipient is
able to purchase with the amount so received or recovered in that other currency on the date of that receipt or
recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is
practicable to do so). If that amount of Specified Currency is less than the amount of Specified Currency
expressed to be due to the recipient under any Note, Receipt or Coupon, the Issuer shall indemnify it against
any loss sustained by it as a result. In any event, the Issuer shall indemnify the recipient against the cost of
making any such purchase. For the purposes of this Condition, it will be sufficient for the Noteholder,
Receiptholder or Couponholder, as the case may be, to demonstrate that it would have suffered a loss had an
actual purchase been made. These indemnities constitute a separate and independent obligation from the
Issuers other obligations, shall give rise to a separate and independent cause of action, shall apply irrespective
of any indulgence granted by any Noteholder, Receiptholder or Couponholder and shall continue in full force
and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due
under any Note, Receipt or Coupon, as the case may be, or any other judgment or order.

19. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

No person shall have any right to enforce any term or condition of this Note under the Contracts (Rights of
Third Parties) Act 1999, but this does not affect any right or remedy of any person which exists or is
available apart from that Act.

20. GOVERNING LAW AND DISPUTE RESOLUTION

(a) Governing law
The Agency Agreement, the Guarantee, the Deed of Covenant, the Deed Poll, the Notes, the Receipts and
the Coupons and any non-contractual obligations arising out of or in connection with the Agency
Agreement, the Guarantee, the Deed of Covenant, the Deed Poll, the Notes (including the remaining
provisions of this Condition 20), the Receipts and the Coupons, are and shall be governed by, and construed
in accordance with, English law.

(b) Agreement to arbitrate

Subject to Condition 20(c), any dispute, claim, difference or controversy arising out of, relating to or having
any connection with the Notes (including any dispute as to their existence, validity, interpretation,

89
 performance, breach or termination or the consequences of their nullity and any dispute relating to any
non-contractual obligations arising out of or in connection with them) (a Dispute) shall be referred to and
finally resolved by arbitration under the LCIA Arbitration Rules (the Rules), which Rules (as amended from
time to time) are incorporated by reference into this Condition. For these purposes:
(i) the seat of arbitration shall be London;
(ii) there shall be three arbitrators, each of whom shall be disinterested in the arbitration, shall have no
connection with any party thereto and shall be an attorney experienced in international securities
transactions;
(iii) the language of the arbitration shall be English; and
(iv) any requirement in the Rules to take account of the nationality of a person considered for appointment
as an arbitrator shall be disapplied and a person may be nominated or appointed as an arbitrator
(including as chairman) regardless of his nationality.

(c) Option to litigate

Notwithstanding Condition 20(b) above, any Noteholder may, in the alternative, and at its sole discretion, by
notice in writing to the Issuer:
(i) within 28 days of service of a Request for Arbitration (as defined in the Rules); or
(ii) in the event no arbitration is commenced,
require that a Dispute be heard by a court of law. If any Noteholder gives such notice, the Dispute to which
such notice refers shall be determined in accordance with Condition 20(d) and, subject as provided below,
any arbitration commenced under Condition 20(b) in respect of that Dispute will be terminated. Each person
who gives such notice and the recipient of that notice will bear its own costs in relation to the terminated
arbitration.
If any notice to terminate is given after service of any Request for Arbitration in respect of any Dispute, the
relevant Noteholder must also promptly give notice to the LCIA Court and to any Tribunal (each as defined
in the Rules) already appointed in relation to the Dispute that such Dispute will be settled by the courts.
Upon receipt of such notice by the LCIA Court, the arbitration and any appointment of any arbitrator in
relation to such Dispute will immediately terminate. Any such arbitrator will be deemed to be functus
officio. The termination is without prejudice to:
(i) the validity of any act done or order made by that arbitrator or by the court in support of that arbitration
before his appointment is terminated;
(ii) his entitlement to be paid his proper fees and disbursements; and
(iii) the date when any claim or defence was raised for the purpose of applying any limitation bar or any
similar rule or provision.

(d) Effect of exercise of option to litigate

In the event that a notice pursuant to Condition 20(c) is issued, the following provisions shall apply:
(i) subject to paragraph (iii) below, the courts of England shall have exclusive jurisdiction to settle any
Dispute and the Issuer submits to the exclusive jurisdiction of such courts;
(ii) the Issuer agrees that the courts of England are the most appropriate and convenient courts to settle any
Dispute and, accordingly, that it will not argue to the contrary; and
(iii) this Condition 20(d) is for the benefit of the Noteholders only. As a result, and notwithstanding
paragraph (i) above, any Noteholder may take proceedings relating to a Dispute (Proceedings) in any
other courts with jurisdiction. To the extent allowed by law, the Noteholders may take concurrent
Proceedings in any number of jurisdictions.

(e) Appointment of Process Agent

The Issuer has appointed Law Debenture Corporate Services Limited at its registered office at Fifth Floor,
100 Wood Street, London EC2V 7EX as its agent for service of process, and undertakes that, in the event of
Law Debenture Corporate Services Limited ceasing so to act or ceasing to be registered in England, it will

90
 appoint another person as its agent for service of process in England in respect of any Proceedings or
Disputes. Nothing herein shall affect the right to serve proceedings in any other manner permitted by law.

(f) Other documents and the Guarantor

The Issuer and, where applicable, the Guarantor have in the Agency Agreement, the Guarantee, the Deed of
Covenant and the Deed Poll made provision for arbitration and appointed an agent for service of process in
terms substantially similar to those set out above. The Guarantor has, in the Agency Agreement, the Guarantee
and the Deed Poll, irrevocably and unconditionally waived with respect to those documents any right to claim
sovereign or other immunity from jurisdiction or execution and any similar defence and irrevocably and
unconditionally consented to the giving of any relief or the issue of any process, including without limitation,
the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use)
of any order or judgment made or given in connection with any Proceedings.

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 USE OF PROCEEDS

The net proceeds from each issue of Notes will be lent by the Issuer to the Guarantor or any other Group
company and will be applied by the Guarantor or such Group company for its general corporate purposes. If, in
respect of any particular issue of Notes which are derivative securities for the purposes of Article 15 of the
Commission Regulation No. 809/2004 implementing the Prospectus Directive, there is a particular identified use
of proceeds, this will be stated in the applicable Final Terms.

92
 DESCRIPTION OF THE ISSUER

GENERAL
MDC GMTN B.V. was incorporated under Dutch law as a private limited liability company (besloten
vennootschap met beperkte aansprakelijkheid) in Amsterdam on 26 March 2009 for an unlimited period of time.
The Issuer has been established as a special purpose borrowing vehicle by the Company. The registered office of
the Issuer is De Lairessestraat 154, 1075 HL Amsterdam, The Netherlands, its telephone number is + 31 88 560
9950 and its statutory seat is in Amsterdam. The Issuer is registered in the Commercial Register of the Chamber
of Commerce and Industry in Amsterdam under No. 34332305.

The authorised share capital of the Issuer, as at 31 December 2010, was 90,000 divided into ordinary
shares of a nominal or par value of 1.00 each. At incorporation and as of the date hereof, 18,000 ordinary shares
with a par value of 1.00 each had been issued and fully paid. MDC GMTN B.V. is a direct wholly-owned
subsidiary of MDC GMTN Coperatief U.A. (which, in turn, is an indirectly owned subsidiary of the
Company) and does not have any subsidiaries of its own.

BUSINESS OF THE ISSUER

The Issuer will issue Notes under the Programme and may enter into other borrowing arrangements from
time to time, may make loans to the Guarantor or other companies controlled by the Guarantor and may conduct
other activities incidental or related to the foregoing. The Issuer is not expected to undertake any other business
or to incur any substantial liabilities other than in connection with the Notes to be issued under the Programme
and as a result of conducting other financing activities as described above. The Notes are the obligations of the
Issuer alone and not of MDC GMTN Coperatief U.A.

The objects for which the Issuer is established are set out in clause 3 of its Articles of Association (as
registered or adopted on 26 March 2009) and include raising funds (including through the issuance of Notes), to
grant loans and to grant security over its assets.

FINANCIAL STATEMENTS
The Issuers financial statements for the period from 26 March 2009 (the date of its incorporation) to
31 December 2009 were published on 6 May 2010 and the Issuers annual financial statements for the year ended
31 December 2010 were published on 1 April 2011 and both are incorporated by reference in this Base
Prospectus. The Issuer has not published, and does not intend to publish, any interim accounts and is not required
to do so under the laws of The Netherlands.

DIRECTORS OF THE ISSUER

The management of the Issuer is conducted by a Management Board that consists of the following
Managing Directors:
Name: Principal Occupation outside of the Issuer:
Samer Halawa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chief Legal Counsel and Secretary to the Board (see
Management and EmployeesManagement
Senior Management)
Matthew Hurn . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Executive Director, Group Treasury of the Company
(see Management and EmployeesManagement
Senior Management)
Jacobus Johannes van Ginkel . . . . . . . . . . . . . . . . . . . . . . Managing Director of Vistra BV
Cathelijne Charlotte Kok . . . . . . . . . . . . . . . . . . . . . . . . . Director of Vistra BV

Each of Samer Halawa and Matthew Hurn is a Managing Director A of the Issuer and each of Jacobus
Johannes van Ginkel and Cathelijne Charlotte Kok is a Managing Director B. Any Managing Director A and
Managing Director B, acting jointly, may legally represent the Issuer.

The business address of each Managing Director is De Lairessestraat 154, 1075 HL Amsterdam, The
Netherlands.

There are no potential conflicts of interest between the private interests or other duties of the Directors listed
above and their duties to the Issuer.

The Issuer has no employees and is not expected to have any employees in the future.

93
 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 2008, the UAE is the third largest economy in the Arab world after Saudi Arabia and
Iran. It has a more diversified economy than most of the other countries in the GCC. According to OPEC data, at
31 December 2009, the UAE had approximately 7.3 per cent. of the worlds proven global oil reserves (giving it
the sixth largest oil reserves in the world). Based on IMF data (extracted from the World Economic Outlook
(October 2010)) real GDP growth in the UAE decreased by 2.5 per cent. in 2009 after having increased by
5.1 per cent. in 2008, 6.1 per cent. in 2007, 8.7 per cent. in 2006 and 8.2 per cent. in 2005.

The UAE enjoys good relations with the other states in the GCC. However, the UAE does have a
longstanding territorial dispute with Iran over three islands in the Gulf and, as such, is not immune to the political
risks that have overshadowed the region.

On 23 April 2010, Moodys ME reaffirmed the UAEs 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 UAEs total oil reserves and approximately 7.0 per cent. of the worlds proven oil reserves
(which were 1,337 billion barrels according to OPEC at 31 December 2009). 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 Dhabis 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 worlds largest. In total, Abu Dhabi has approximately 5,664 billion standard cubic metres of natural gas
reserves, representing approximately three per cent. of the worlds natural gas reserves of 189,712 billion
standard cubic metres (according to OPEC at 31 December 2009).

The table below shows Abu Dhabis crude oil production (including condensates), exports and average
selling prices for each of the years indicated.
2005 2006 2007 2008 2009
Crude oil production (million b/d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.3 2.5 2.5 2.5 2.2
Crude oil exports (million b/d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1 2.3 2.3 2.4 2.0
Crude oil exports (U.S.$ billions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40.85 54.34 59.50 84.59 45.95
Average selling price (U.S.$ per barrel) . . . . . . . . . . . . . . . . . . . . . . . . . . 53 64 71 97 63
Source: Abu Dhabi National Oil Company

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 8.2 million in 2009. 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.

94
 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, except 2001 UAE population which is a Ministry of Economy estimate

Since 2005, the Abu Dhabi Statistics Centre (the Statistics Centre) has estimated the Emirates population
to have grown by 3.0 per cent. in 2006 to 1,440,959 and by 4.5 per cent. in each of 2007, 2008 and 2009 to
1,505,488, 1,572,906 and 1,643,344, respectively.

In 2009 and based on Statistics Centre estimates, Abu Dhabi had a predominantly young population with
0.9 per cent. being 65 and over and 22.5 per cent. being under the age of 15. The Abu Dhabi government expects
the population to grow at an approximate rate of 5 per cent. per annum for the foreseeable future, a level which it
believes should not require any major short-term infrastructure expansion. The population mix in 2009 is
estimated by the Statistics Centre to have comprised 24.8 per cent. UAE nationals and 75.2 per cent.
non-nationals. The non-national population principally comprises persons from Asian and other Middle Eastern
countries, with each comprising an estimated 46.7 per cent. and 25.5 per cent., respectively, of the total
population in 2009.

According to the Statistics Centre, Abu Dhabis nominal GDP per capita was approximately U.S.$90,548 in
2009 which makes it one of the highest in the Gulf region. The oil and gas industry dominates Abu Dhabis
economy and contributed approximately U.S.$73.5 billion, or 49.4 per cent., of nominal GDP in 2009. Increases
in oil and gas production rates combined with increases in oil prices contributed significantly to the growth in
Abu Dhabis GDP from 2004 to 2008. Oil prices declined significantly in the second half of 2008 and this fact
was the principal reason for the decline in Abu Dhabis nominal GDP in 2009.

Abu Dhabis nominal GDP data was significantly revised in 2008 following an economic survey conducted
for the first time in that year with a view to quantifying more accurately the Emirates nominal GDP for 2007. As
a result of this survey, Abu Dhabis estimated nominal GDP data for 2007 was recalculated as was the data for
prior years on a basis consistent with the 2007 recalculation. Abu Dhabis nominal GDP data for 2008 is based
on the outcome of an economic survey conducted in 2009 but its 2009 nominal GDP data is estimated pending
the results of the 2010 economic survey being collated.

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 in 2011.

The tables below show Abu Dhabis nominal GDP, its percentage growth rate, the UAEs nominal GDP and
the percentage contribution of Abu Dhabis nominal GDP to the UAEs nominal GDP for each of the years
indicated. The revisions described above to Abu Dhabis nominal GDP had the effect of significantly increasing
its nominal GDP in each of 2006 through 2008 compared to the nominal GDP which it had previously published.
This revised data for 2006 through 2008 will not be reflected in the nominal GDP for the UAE as a whole in each
of those years as that data, which was separately prepared by the National Bureau of Statistics, has not been
revised to reflect the revised Abu Dhabi data. As a result, the percentage contributions of Abu Dhabis nominal
GDP to the UAEs nominal GDP for 2006 to 2008 in the table below are higher than they would have been had
the UAE data been revised to reflect the revised Abu Dhabi data.
2005 2006 2007 2008 2009
(AED billions, except for percentage)
Abu Dhabi nominal GDP (current price) . . . . . . . . . . . . . . . . . . . . . . . . . . 383.4 492.3 545.4 666.7 546.5
Percentage change in Abu Dhabi nominal GDP . . . . . . . . . . . . . . . . . . . . 30.7 28.4 10.8 22.3 (18.0)
UAE nominal GDP (current prices) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 506.8 643.5 758.0 934.3 914.3
Abu Dhabi as a percentage of UAE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75.6 76.5 72.0 71.4 59.8
Sources: Statistics Centre (for Abu Dhabi nominal GDP) and UAE National Bureau of Statistics (for UAE nominal GDP only)

Abu Dhabis 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, 60.9 per cent. in 2008 and 49.4 per cent. in 2009. Outside
the oil and gas sector, the principal contributors to nominal GDP in Abu Dhabi in each of 2005, 2006, 2007, 2008
and 2009 have been: construction; real estate and business services; manufacturing; transport, storage and

95
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, 34.5 per cent. in 2008 and 44.4 per cent. in 2009.

In terms of growth, the fastest growing sectors between 2005 and 2009 were construction; real estate and
business services; hotels and restaurants; electricity, gas and water; and financial institutions and insurance, with
compound annual growth rates of 20.4 per cent., 15.8 per cent., 15.6 per cent., 15.3 per cent. and 15.2 per cent.,
respectively.

Excluding oil and gas, which are treated as being under public ownership, public administration and defence
accounted for 2.9 per cent. of GDP in 2009.

The following tables show Abu Dhabis 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
(2007
(2005 (2006 compared
compared compared to
(AED to 2004, % (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 repairing
services . . . . . . . . . . . . . . . . . . . . . 19,864 5.2 12.5 22,533 4.6 13.4 26,160 4.8 16.1
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
telecommunications . . . . . . . . . . . 23,604 6.2 17.5 28,985 5.9 22.8 33,292 6.1 14.9
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
(2008 (2009
compared to compared to
(AED 2007, % (AED 2008, %
millions) (%) change) millions) (%) change)
Sector
Crude oil and natural gas . . . . . . . . . . . . . . . . . . . 405,827 60.9 32.0 269,875 49.4 (33.5)
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38,862 5.8 10.2 40,521 7.4 4.3
Public administration and defence . . . . . . . . . . . . 13,703 2.1 18.4 15,952 2.9 16.4
Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52,353 7.9 11.3 55,228 10.1 5.5
Real estate and business services . . . . . . . . . . . . . 43,209 6.5 7.8 46,037 8.4 6.6
Wholesale, retail trade and repairing services . . . 28,363 4.3 8.4 30,132 5.5 6.2
Financial institutions and insurance . . . . . . . . . . . 30,313 4.5 11.1 31,652 5.8 4.4
Transport, storage and telecommunications . . . . . 36,646 5.5 10.1 38,822 7.1 5.9
Agriculture, livestock and fishing . . . . . . . . . . . . . 5,512 0.8 (1.4) 5,496 1.0 (0.3)
Electricity, gas and water . . . . . . . . . . . . . . . . . . . 14,165 2.1 12.5 15,295 2.8 8.0
Hotels and restaurants . . . . . . . . . . . . . . . . . . . . . . 5,542 0.8 13.9 6,425 1.2 15.9
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,590 1.7 11.5 12,572 2.3 8.5
(less imputed bank services) . . . . . . . . . . . . . . . . . (19,353) (2.9) 19.2 (21,351) (3.9) 11.3
Total GDP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 666,732 100.0 22.3 546,476 100.0 (18.0)

Source: Statistics Centre

96
 The Abu Dhabi governments 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 Moodys 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, Moodys 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 Moodys MEs 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 17 members appointed by Emiri Decree issued on 31 December 2008.

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
Emirates 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.

Ruler of Abu Dhabi Emirate

Crown Prince and Chairman

of Executive Council

Executive Council

Departments Authorities Councils

In addition to the Company, the Government owns or has significant shareholdings in a number of other
companies. The other most important companies owned by the Government are Abu Dhabi National Oil
Company (ADNOC), which manages all aspects of the Emirates 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 Emirates 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.

97
 RELATIONSHIP WITH THE GOVERNMENT

Abu Dhabis leaders have a long-term strategy of diversifying Abu Dhabis 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 Groups 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 Governments capital contributions.

Abu Dhabis Development Strategy

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

Policy Agenda
Establishes long-term agenda for Abu Dhabi
Four areas of focus
Social and human resource
Economic development
development
Infrastructure development and Optimisation of role
20 year horizon

environmental sustainability of government

Driving Agendas

Economic Geopolitical/
Social
(Vision 2030) Governance

Enabling Agendas
Specific areas of policy that enable achievement of objectives set by driving agendas (e.g. Urban Framework Plan)

Strategic Plans
Five-year plans for strategic sectors identified in the Economic Vision 2030

Departmental Operating Plans

Short-term (1-2 years) plans for governmental departments dealing with strategic sectors

15

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 Dhabis socio-economic development are met:
economic development;
social and human resource development;

98
 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 Governments 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 2030Urban 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
Emirates 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 Emirates social, political and economic future. These nine pillars are:
establishing a large empowered private sector;
developing a sustainable knowledge-based economy;
creating an optimal and transparent regulatory framework;
continuing the Emirates strong and diverse international relationships;
optimising the Emirates resources;
establishing a premium educational, healthcare and infrastructure asset base;
ensuring international and domestic security;
maintaining Abu Dhabis 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

99
 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
Emirates 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 Emirates 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 governments efficiency and effectiveness by delivering services based on
transparent, consistent and coherent policies and processes. The restructuring programme, 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 Emirates 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 Emirates 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 governments 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;

100
 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
Emirates future growth. These sectors are:
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.

The 2030 Economic Vision seeks to grow Abu Dhabis 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 Dhabis 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.

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 citys 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

101
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 regions 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 Dhabis 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 Companys Role in Abu Dhabis Development Strategy

Abu Dhabis 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
Governments initiative to reduce Abu Dhabis 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 Companys 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 GroupBusiness UnitsMubadala IndustryEMAL, and its role, in conjunction with
AMD, in the creation of GLOBALFOUNDRIES, which is described under Description of the GroupATIC.

The Groups business lines span a number of different sectors and industries, all of which are important to
the Governments 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 Dhabis economic diversification and development initiatives. Generally, projects, partnerships and joint
ventures that the Group undertakes are aimed at implementing the Governments development strategy in a
commercial and profitable manner.

102
 The diagram below highlights the Groups role in the Governments development strategy.

Abu Dhabis Policy Agenda

Infrastructure
Development and
Social and Human Environment Optimisation of Role of
Economic Development Resource Development Sustainability Government
Economic efficiency Education Urban Planning Legislative Reform
& performance
Healthcare Transport & Logistics Governance
Oil & Gas, Energy,
Metals Civil Services Environment Efficient Services
Infrastructure Culture & Heritage Health & Safety E-Government
Tourism Municipal Affairs Debt Management Office
Food Control
Technology
Police and Emergency
Labour Force
Aerospace Services
Telecom Women Workforce

Active business role

Contribution of personnel or funding

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 Companys 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 Groups 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 Groups 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 GroupPlanning and
Investment Process.

The Government may also request that the Group run certain Government-owned projects such as Cleveland
Clinic Abu Dhabi, in which the Group has no equity interest, in which case the Group expects to be reimbursed
for its costs and may receive a development fee.

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

103
time to time, primarily in the form of land grants and, in 2009 and 2011, in the form of the contributions of
ADAT and ATIC, respectively, to the Group. See Managements Discussion and Analysis of Financial
Condition and Results of Operations of the GroupAnalysis 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 Groups 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 Groups 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 capital contributions from the Government of AED 18.7 billion and the Government in
turn approved capital contributions to the Company of up to AED 21 billion in 2009, although in fact only AED
8.9 billion in shareholder contributions were required and therefore received by the Company. In 2010, the Group
received the full AED 13 billion in Government approved capital contributions. In 2011, the Government has
approved capital contributions in the amount of AED 37.8 billion. The Governments 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 Under-Secretary of the Abu Dhabi Department of Finance and two other members of the
Executive Council; see Management and EmployeesManagementBoard 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 61.1
billion and granted approximately 356 million square feet of land as at 31 December 2010. With the exception of
approximately 193.7 million square feet of land held as investment property, inventory or property, plant and
equipment as of 31 December 2010, 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.
Monetary Additional Land
Share capital Government grants shareholder contributions 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)(4)
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,485.4(3) 3,514.6
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000.0 367.4 45,725.7 355.2
(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) 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 Managements Discussion and Analysis of Financial Condition and Results
of Operations of the GroupPrincipal Components of, and Key Factors Affecting, Operating IncomeRevenues from the Sale of Goods
and ServicesAcquisition of GAMCO.
(4) This reflects the fact that a plot of land reverted to the Government during 2009.

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.

104
 CAPITALISATION OF THE GROUP

The table below shows the Groups capitalisation as at 31 December 2010. This table should be read
together with the 2010 Financial Statements set out elsewhere in this Base Prospectus. This table does not take
account of the contribution of ATIC to the Group with effect from 1 January 2011.
As at 31 December 2010
(AED million)
Cash and cash equivalents(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,261.9
Debt:
Short-term debt(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,968.0
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,420.9
Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,388.9

Equity:
Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000.0
Reserves and surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 738.3
Additional shareholder contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,725.6
Government grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 367.3
Non controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 285.5
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62,116.9

Total capitalisation(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86,537.8

(1) Comprises cash and bank balances, call deposits and short-term deposits with banks that are readily convertible into cash.
(2) Includes long-term debt with a maturity of less than 12 months.
(3) Total equity plus long-term debt.
(4) Since 31 December 2010, the Group has incurred further debt and further additional shareholder contributions have been made. See
Managements Discussion and Analysis of Financial Condition and Results of Operations of the GroupAnalysis of Certain Statement
of Financial Position ItemsBorrowings.

105
 SELECTED FINANCIAL INFORMATION OF THE GROUP

The selected financial information set forth below has been extracted from the Financial Statements set out
elsewhere in this Base Prospectus and should be read in conjunction with Presentation of Financial and Other
Information, Managements 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
have been audited.

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

STATEMENT OF FINANCIAL POSITION DATA

As at 31 December
2010 2009 2008
(AED million)
Investment properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 201.5 1,129.2 1,085.1
Investments in equity accounted investees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,259.8 4,925.2 4,175.5
Other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,897.7 22,555.4 14,578.8
Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,637.3 21,779.0 12,672.3
Of which:
Oil and gas assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,007.8 7,286.1 7,669.2
Capital work in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,596.9 11,099.6 4,774.0
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,890.4 4,640.2 893.7
Loans, receivables and prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,528.4 14,260.0 7,437.0
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101,463.7 88,907.9 50,441.1
Interest bearing loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,388.9 27,104.4 12,642.6(1)
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39,346.9 39,476.2 19,115.8
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62,116.9 49,431.7 31,325.3

(1) Includes an AED 2,443.9 million liability classified as held for sale.

106
 The selected financial information set out in the table below shows certain consolidated statement of
comprehensive income and cash flow information for each of 2010, 2009 and 2008.

STATEMENT OF COMPREHENSIVE INCOME DATA

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
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 and equipment . . . (519.5) (201.5) (3,292.7)
Reversal of impairment losses on intangible assets and property, plant and
equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 655.7
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

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

107
MANAGEMENTS 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 Groups 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 Groups actual results could differ materially from those
anticipated in these forward-looking statements as a result of various factors, including those discussed below
and elsewhere in this Base Prospectus, particularly under the headings Cautionary Statement Regarding
Forward-Looking Statements and Risk Factors.

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 Dhabis
development strategy described under Relationship with the Government. The Groups 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 Groups development mandate has been supported by significant capital contributions from the
Government. As at 31 December 2010, the Governments cumulative capital contributions into the Company
since its establishment totalled AED 61.1 billion and the Government has approved further capital contributions
of up to AED 37.8 billion in 2011.

During the periods under review, the Company operated 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 Groups Finance & Corporate Affairs unit. 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.

While most of the Groups operations are conducted through its subsidiaries and joint ventures, it also has a
number of minority investments intended to support its development mandate.

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 Groups 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 and for the year ended 31 December 2010 the Groups 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 Groups principal revenue generating activities are the sale of hydrocarbons, principally through its
proportional share in the upstream activities of the Dolphin Project and through Pearl, the provision of aircraft
maintenance and repair services, principally through SR Technics and through ADAT, a series of PPP projects
which generate significant service concession revenues and, since 1 January 2011, the manufacture and sale of
semiconductors through ATIC.

The Groups 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

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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 31 December 2010, the Groups committed capital and investment expenditure was
AED 37.9 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 Groups proportionate share of the results of the Companys 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 Groups statement of
comprehensive income in the periods under review and may continue to affect the Groups statement of
comprehensive income in future periods. Further information on the accounting treatment of the Groups 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 PoliciesJointly Controlled Assets and
Principal Components of, and Key Factors Affecting, Operating IncomeEffect of Stock Market Volatility on
the Groups Financial Assets.

PRINCIPAL COMPONENTS OF, AND KEY FACTORS AFFECTING, OPERATING INCOME

The Group is at the early stages of its development, with the Company having been incorporated in 2002.
The Groups 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 Groups results of operations during the periods under review, which are
described in more detail below, have been:
changes in hydrocarbon prices, see Revenues from the Sale of Goods and ServicesSale of
Hydrocarbon Products;
the effect of the acquisition of a controlling interest in SR Technics in March 2009, see Revenues
from the Sale of Goods and ServicesAircraft Maintenance and RepairsAcquisition of a Controlling
Interest in SR Technics;
the effect of 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 ServicesAircraft Maintenance and Repairs
Acquisition of GAMCO;
significant growth in service concession revenues reflecting progress made in the Groups university
campus development projects, see Revenues from the Sale of Goods and ServicesService
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 Groups 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 OperationsComparison of 2010, 2009 and 2008
Impairment Losses.

Revenues from the Sale of Goods and Services

During the periods under review, the Groups revenues from the sale of goods and services have been
derived from:
sales of hydrocarbon products, see Sale of Hydrocarbon Products;

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 aircraft maintenance and repair services, a new revenue source in 2009, see Aircraft Maintenance
and Repairs;
service concession revenue, reflecting accrued revenues under the Groups university campus
development projects on a percentage of completion basis as described under Service Concession
Revenues and Certain Significant Accounting PoliciesRevenue Recognition. For a description
of the Groups university campus development projects, see Description of the GroupBusiness
UnitsMubadala Infrastructure;
the sale of land, a new revenue source in 2009;
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 GroupBusiness UnitsMubadala Services Ventures
DefenceAl Taif; and
the sale of other products including, from 2010, thin film photovoltaic panels and the provision of a
range of other services including medical services and flight training services.

Sale of Hydrocarbon Products

In each of 2010, 2009 and 2008, the Groups 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 Qatars
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 GroupBusiness
UnitsMubadala EnergyThe Dolphin Project and Description of the GroupBusiness UnitsMubadala
EnergyPearl, 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 each of 2010, 2009 and 2008, the Groups revenues from the sale of hydrocarbons (net of royalties)
accounted for 38.0 per cent., 36.7 per cent. and 80.9 per cent., respectively, of the Groups total revenues from
the sale of goods and services. The Groups 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 Groups other sources of revenue, including the significant increases in
service concession revenues over the three years and new revenues from aircraft maintenance and repairs and
from land sales in 2009.

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 during 2009 and 2010 to a high of U.S.$90.73 per barrel in December
2010, according to the OPEC website. The annual average price of the Reference Basket was U.S.$94.45 in
2008, U.S.$61.06 in 2009 and U.S.$77.45 in 2010. The decline in oil prices during 2008 and the relatively low
oil prices in the early part of 2009 adversely affected the Groups 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 Pearls 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 Groups 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 Groups 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 Groups proportionate share of these activities is consolidated on a line by line basis in the

110
Financial Statements. The Groups proportionate share of the revenues generated by the upstream activities
appear as Revenues from the sale of goods and services in the Groups statement of comprehensive income.
The Groups 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 Groups proportionate
share of the results of Dolphin Energy is accounted for under the equity method of accounting.

The Qatar-UAE gas pipeline operated by Dolphin Energy opened in mid 2007 although it did not reach full
capacity until early in 2008. The opening of the pipeline enabled the increase of natural gas extraction activities
which caused corresponding increases in revenues from the upstream activities in 2008. 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 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 Pearls 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 Pearls
previously capitalised exploration costs in an amount of AED 243.3 million. This write-off was effected to bring
Pearls accounting treatment for exploration costs in line with that used by the rest of the Group. The book value
of Pearls 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 2008Impairment Losses. Approximately 25.8 per cent. of the Groups
revenues from the sale of hydrocarbons in 2010, approximately 30.8 per cent. of the Groups revenues from the
sale of hydrocarbons in 2009 and approximately 23.3 per cent. of the Groups revenues from the sale of
hydrocarbons in 2008 (each, net of royalties), were derived from Pearl. Pearls revenues are affected by changes
in market prices for crude oil which can be volatile.

Aircraft Maintenance and Repairs

In each of 2010 and 2009, the Groups revenues from aircraft maintenance and repairs were principally
derived from SR Technics in which it acquired a majority shareholding in February 2009, and ADAT, following
its acquisition of GAMCO in October 2009. In 2010 and 2009, the Groups revenues from aircraft maintenance
and repairs accounted for 30.9 per cent. and 32.8 per cent., respectively, of the Groups total revenues from the
sale of goods and services.

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 70 per cent. had been provided at 31 December 2010) 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

111
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 GroupBusiness UnitsMubadala AerospaceSR 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 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 UnitsMubadala AerospaceADAT.

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 25 years August 2011 UAE University
Sorbonne University 25 years September 2010 Abu Dhabi Education Council
Zayed University 25 years August 2011 Abu Dhabi Education Council
(1) This refers to the month and year in which the completed facilities were, or are expected to be, made available to the university
concerned.

The Group will be 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 will pay 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 their operation or maintenance requirements.

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 Groups 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, reflecting 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 therefore principally reflects an increase in the level of construction work undertaken on the
Groups university PPP projects and, in particular, the Sorbonne University project in 2009 and the Zayed
University project in both 2009 and 2010.

In 2010, the Group undertook significant work on all three of its university PPP projects. In 2011, the Group
expects that its service concession revenues from these three projects will be significantly lower 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 is scheduled to complete during the third quarter of
2011.

112
Effects of Stock Market Volatility on the Groups Financial Assets
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 31 December 2010,
39.8 per cent. of the Groups other investments comprised investments available for sale and the balance
comprised FVTPL investments. For a description of certain of the Groups significant other investments, see
Analysis of Certain Statement of Financial Position ItemsOther Investments and Description of the
GroupMubadala CapitalOther Investments.

Available for sale financial assets include investments in equity and debt securities designated as such by
the Group. At 31 December 2010, the Groups available for sale financial assets represented 9.4 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 Groups 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. In 2010, 2009 and 2008, the Group recorded impairment losses of 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 OperationsComparison of 2010, 2009 and
2008Impairment 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 2009, it recorded (in other comprehensive income/(loss)) a net
increase in the fair value of its available for sale investments of AED 3,310.5 million, in each case principally
reflecting changes in the values of its quoted available for sale securities.

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 Groups FVTPL investments comprise certain 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 were
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. 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 a new mandatory convertible bond issued by Aldar.
A minimum of U.S.$573.0 million of these bonds will be converted in December 2011. In February 2011, the
Mandatory Convertible Bonds 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 bonds issued by Tabreed and agreed to make an

113
AED 1.4 billion subordinated convertible loan facility available to Tabreed. Following delivery of the shares
issued in exchange for the Mandatory Convertible Securities (which is expected to occur during April 2011), the
Company will own approximately 25.7 per cent. of the share capital of Tabreed. The Mandatory Convertible
Securities issued by ADCB are due to be converted on 24 April 2011. It is possible that the Group may acquire
similar mandatory convertible securities in other issuers in the future.

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

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 Groups 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
GroupBusiness UnitsMubadala Real Estate & HospitalityPrincipal Real Estate Projects Sowwah Island
and Sowwah Square) and real estate assets owned by the Group which are held by it with a view to earning
rental income and/or capital appreciation (for example, its long-term lease of the land known as the New Fish
Market in Abu Dhabi City). Land granted to the Group by the Government is not generally recognised as an asset
on the 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 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.
In terms of outlook, in its fourth quarter 2010 research CB Richard Ellis expects commercial property project
completions to outstrip demand during the next five years and a further and prolonged slide in office rents over
2011 should the shortfall in commercial occupier demand persist, although these adverse trends are expected to
be less severe in relation to high specification dedicated office premises.

In 2010, the Group recorded an AED 927.6 million loss 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 Groups fair valuation of the property which is based on discounted future cash flow projections. 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 Groups
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 Groups properties and a
consequent increase in its fair value during the year. See Results of OperationsComparison of 2010, 2009
and 2008Change in the Fair Value of Investment Properties. It is possible that fair value gains or fair value
losses could be recorded in future periods if and to the extent that any of the other land plots granted to the Group
by the Government which are not currently recognised as investment properties are subsequently so recognised.
For example, the Group anticipates that part of the land forming part of the Masdar Project may in the future be
recognised as an investment property if and once sufficient progress has been made in attracting tenants. In
addition, the Group may recognise future fair value gains or losses on its investment properties as their
construction progresses and gains or losses in fair value as a result of developments in the property market in
Abu Dhabi over which it has no control.

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 The Groups investment properties and other land plots received by way of grant from the Government are
described in note 36 to the 2010 Financial Statements. Certain of these other land plots are recognised as
inventory or property, plant and equipment 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 notes 3(g)(i)
and 36(a)(i) to the 2010 Financial Statements.

Changes in the fair value of the Groups investment properties do not represent immediate cash inflows or
outflows.

Operating Income and Losses Associated with Equity Accounted Investees

The Groups equity accounted investees comprise its jointly controlled entities and its associates. Jointly
controlled entities comprise the Groups 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 Groups 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 Groups 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 Groups statement of
comprehensive income in three ways:
first, the Groups proportionate share of those companies profits or losses is recorded as Share of
results of equity accounted investees, see Results of OperationsComparison of 2010, 2009 and
2008Share 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 OperationsComparison of 2010,
2009 and 2008 Gains on the Acquisition and Divestment of Shares in Subsidiaries and Associates;
and
third, in certain cases, impairment losses are recorded and may be reversed against equity accounted
investees when the estimated value of the Groups investment has fallen below its book value, see
Results of OperationsComparison of 2010, 2009 and 2008Impairment Losses.

The Groups 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 Groups share in the results of its equity accounted investees. In addition,
indebtedness incurred by the Groups 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 Issuers Ability to Fulfil its Obligations under Notes Issued under the Programme
The Issuers Assets are Limited to Inter-Company Loans made by it and the Availability of Group Operating
Cash Flow to Repay Inter-Company Loans to Finance Payments in respect of the Notes may be Limited.

OTHER FACTORS AFFECTING RESULTS OF OPERATIONS

Anticipated Growth
The Group has experienced significant growth during the periods under review and anticipates that its
growth will continue in the future. Between 31 December 2008 and 31 December 2010, the Groups total assets
grew from AED 50.4 billion to AED 101.5 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

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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
GroupBusiness UnitsMubadala AerospaceThe Aviation MRO NetworkAMMROC. 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. A substantial portion of the
Groups capital and investment expenditure in 2011 is expected to relate to ATIC (see Description of the
GroupATIC), Mubadala GE Capital (see Description of the GroupBusiness UnitsMubadala Capital),
its Masdar Project (see Description of the GroupThe Masdar Project), certain real estate developments being
undertaken by it (see Description of the GroupBusiness UnitsMubadala Real Estate & Hospitality), certain
PPP projects being undertaken by it (see Description of the GroupBusiness UnitsMubadala Infrastructure)
and investments in oil and gas projects. As at 31 December 2010, the Groups committed capital and investment
expenditure was AED 37.9 billion. See further Capital and Investment Expenditure. These investments are
expected to have a significant impact on the Groups financial condition and results of operations in the future.

The Groups 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
61.1 billion at 31 December 2010) and borrowings from banks and in the capital markets. At 31 December 2010,
the Group had AED 26.4 billion of borrowings outstanding. The Government has approved up to AED 37.8
billion in cash capital contributions 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. 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 are expected to be handed over to tenants later in 2011.
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 Groups 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 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 Groups 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. The Group anticipates that its average borrowings will continue to increase in
2011 and expects that this, coupled with the generally increasing cost of borrowing, will cause a further
significant increase in its borrowing costs in 2011.

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 In addition, the contribution of ATIC to the Group with effect from 1 January 2011 will have a significant
effect on the Groups borrowing costs in 2011, see Unaudited Pro Forma Consolidated Financial Information.

Anticipated 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. Since these revenues are directly
related to the amount of construction work undertaken, in 2011 the Group expects that its service concession
revenues from these three projects will be significantly lower 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 is scheduled to complete during the third quarter of 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 GroupBusiness UnitsMubadala IndustryEMAL. 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. It is anticipated that EMAL will generate increased revenues in 2011 (the first year
in which it is expected to be in full production for the entire year) although no assurance is given that EMAL will
be profitable in 2011.

Recent Developments
ATIC
On 16 February 2011, the Company announced that ATIC had become a wholly-owned business of the
Company with effect from 1 January 2011. Late in 2008, AMD and ATIC, then wholly-owned by the
Government, announced the creation of a global semiconductor manufacturing joint venture, which was launched
as GLOBALFOUNDRIES in March 2009, based on AMDs existing fabrication infrastructure.
GLOBALFOUNDRIES has its primary foundry in Germany. In addition, ATIC acquired Chartered
Semiconductor, the worlds third largest chipmaker, towards the end of 2009. Chartered Semiconductor was
subsequently rebranded as GLOBALFOUNDRIES Singapore and is now a wholly-owned subsidiary of
GLOBALFOUNDRIES Inc. The consolidation of ATIC in 2011 is expected to have a material effect on the
Groups financial statements for the year ended 31 December 2011 and ATIC has significant capital investment
and funding needs. For further information, see Unaudited Pro Forma Consolidated Financial Information,
ATIC Financial Review and Description of the GroupATIC.

Aldar and Tabreed

Since 31 December 2010, the Group increased its shareholding in Aldar from 18.9 per cent. to 27.7 per cent.
and the Group is in the process of increasing its shareholding in Tabreed from 15.8 per cent. to 25.7 per cent., in
each case as a result of the conversion of convertible debt securities. Accordingly, Aldar is expected to be
accounted for as an equity accounted investee in the Groups future financial statements. Reflecting the
provisions of the mandatory convertible bonds issued by Tabreed and owned by the Group, Tabreed is expected
to be accounted for as a subsidiary in the Groups future financial statements.

CERTAIN SIGNIFICANT ACCOUNTING POLICIES

The Groups 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.

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 Groups 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

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joint control exists. These assets principally comprise the upstream activities of the Dolphin Project and certain
other production sharing agreements to which the Group is a party and which are described under Analysis of
Certain Statement of Financial Position ItemsJointly 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 36 to the 2010 Financial Statements. In most cases,
management believes that when land is initially received through Government grants the probability that future
economic benefits will flow to the Group is uncertain since, until management has established plans to utilise the
land, it is possible that such land may revert to the Government. In addition, until the future use of the land is
established the amount of the economic benefits that may be derived therefrom cannot be estimated with any
certainty.

The determination as to whether or not future economic benefits will flow to the Group is made by
management using guidelines approved by the Board and the determination is subsequently approved by the
Board. Once the determination is made, the land is recognised in the Financial Statements at its nominal value.
At the point of initial recognition and subsequently at each accounting date a determination is made as to the
ultimate use of the land and based on that determination the land is recorded under the relevant asset category
(for example, investment 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 36 to the 2010 Financial
Statements.

Revenue Recognition
The Group records revenues from the sale of hydrocarbons, land and thin film photovoltaic panels, 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 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 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 Groups accounting policy on recognising
contracting services revenue as described below. Operation or service revenue 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

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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 Groups long-term infrastructure projects will be recognised during the initial
construction phase (which may last a number of years) during which period cash receipts by the constructing
Group company will be minimal.

Recognition of Certain Expenses

Oil and Gas Exploration, Evaluation, Appraisal and Development Costs
For 2010 and 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 Costsexploration 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;
Exploration and Appraisal Costsannual 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 Expenditureexpenditure 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;
Abandonmentliabilities 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 Assetsoil and gas assets are depreciated
using the units of production method on the basis of estimated proven and probable reserves. The units

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 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 propertys 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 Groups financial statements.

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 companys 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 Groups 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.

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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. 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

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.

COMPARABILITY OF INFORMATION
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

121
charged to exploration expenses when incurred. For more information, see Certain Significant Accounting
PoliciesRecognition of Certain ExpensesOil 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 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 Groups 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 Groups 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 Groups
financial statements requires management to make certain judgements, the most significant of which are
described below. Certain additional significant judgements made in connection with the preparation of ATICs
financial statements for the year ended 31 December 2010 are described under ATIC Financial Review.
Real Estate Assets and Investment Propertiesthe 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 the land
designated as Masdar City Land in note 36 to the 2010 Financial Statements, whilst the Group had
identified the future use of the land at 31 December 2010, it was unable to calculate the associated
construction costs and potential future benefits at that date as it had not established a lease rental
programme or obtained any significant firm commitments from tenants (except for two buildings under
construction which are recognised as property, plant and equipment based on the expectation that they
will be used by a Group company). 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

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 Island. See Results of OperationsComparison of 2010, 2009 and 2008Change in the Fair Value
of Investment Properties.
Impairmentsthe estimation of impairment losses and any reversals of these losses, in particular for
the Groups 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 Groups 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
31 December 2010, the Groups most significant unquoted available for sale investment, shares in
Carlyle, was carried at cost less impairment.
Service Concession ContractsInternational Financial Reporting Interpretations Committee
(IFRIC) 12Service 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 grantors 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 reservesdepreciation on certain of the Groups 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 Groups 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.
Revenue recognition for construction contractrevenue 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 expensesproject 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

123
 some cases, are dependent on Government support. In addition, in certain cases, a projects 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.

RESULTS OF OPERATIONS
Comparison of 2010, 2009 and 2008

Revenue from Sale of Goods and Services

The table below shows the breakdown of the Groups 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 Groups 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
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).

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 Groups 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 IncomeRevenues from the Sale of Goods and ServicesSale 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

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IncomeRevenues from the Sale of Goods and ServicesAircraft Maintenance and RepairsAcquisition of a
Controlling Interest in SR Technics and Acquisition of GAMCO. No revenues from aircraft maintenance
and repairs were recorded in 2008.

The Groups 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 GroupBusiness UnitsMubadala Real Estate & HospitalityPrincipal
Real Estate ProjectsSowwah Island and Sowwah Square. No similar revenues were recorded in 2008, as no
land sales were made in that year.

The Groups 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 Groups 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 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 Groups 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 GroupBusiness UnitsMubadala Services Ventures
Transportation and LogisticsAgility 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 Groups investment properties in 2009 also included a small increase in the fair value
of the Groups Abu Dhabi Financial Centre land and a small decline in the fair value of the Groups 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 years 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 Groups 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 Groups 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.

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 In 2010, the Groups 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 Groups 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. The majority of Dolphin Energys 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
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 GroupBusiness UnitsMubadala IndustrySKH. The
Groups 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 Groups 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
GroupBusiness UnitsMubadala Services VenturesTransportation and LogisticsLeasePlan 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 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 Nigerias 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 Groups 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 Groups 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 GroupBusiness UnitsMubadala Industry
EMAL. Reflecting the fact that the project only reached full production at the end of 2010, the Groups
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 Groups 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: Abu Dhabi Ship Building PJSC (ADSB), Emirates Ship
Investment Company LLC (Eships) (which became a jointly controlled entity in March 2009), Spyker Cars N.V.
(Spyker) and The John Buck Company LLC (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 FZC (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.

126
 Certain summarised financial information relating to the Groups significant jointly controlled entities and
the Groups significant associates (in each case not adjusted to reflect the Groups 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 Groups 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 Groups income/loss 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 comprised 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 Groups AMD FVTPL shares which contributed AED 2.8 billion of the change as well as an
AED 526 million fair value gain on the Groups 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. 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 Groups investment in Carlyle funds and decreases in the fair value of the Groups 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 Associates

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 Groups 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.

127
Impairment Losses
In 2010, the Groups 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 Groups 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 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 Groups 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 companys 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 Groups revised expectations of the future cash flows to be derived
from the investment and reflecting the failure of the business to perform in line with expectations at the
time of acquisition; an AED 2,342.9 million impairment loss on its quoted available for sale
investments in, among other entities, Aldar and AMD (the AMD AFS shares) 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 Carlyles 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 Pearls
hydrocarbon reserves in the light of a significant decline in world oil prices since the date on which

128
 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 Groups 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 Pearls 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 Groups 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 Groups
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, see Description of the GroupThe Masdar
Project 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
The table below shows the breakdown of the Groups 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 assets and property,
plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . (519.5) 3.2 (201.5) 1.7 (3,292.7) 36.2
Reversal of impairment loss on intangible assets and
property, plant and equipment . . . . . . . . . . . . . . . . . 655.7 (5.5)
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 Groups 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

129
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 Groups 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 Groups three
university campus development projects during 2009. As a percentage of revenues from sales of goods
and services, the Groups 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 Groups 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 Groups 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 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 administration expenses at each of Pearl, SR Technics and GAMCO following their
consolidation in May 2008, February 2009 and October 2009, respectively;
the Groups 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 Groups project expenses
are described under Certain Significant Accounting PoliciesRecognition of Certain Expenses
Project Expenses and the decreases and increases reflect the changing number of projects being
considered by the Company over the years under review; and
the Groups 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 Groups exploration costs for
2010 and 2009 are described under Certain Significant Accounting PoliciesRecognition of
Certain ExpensesOil and Gas Exploration, Evaluation, Appraisal and Development Costs and the
changes in 2010 principally reflect changes in the exploration activity undertaken by the Group. In
2010, the Groups 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 Groups 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.

130
Net Finance Expenses
The table below shows the breakdown of the Groups 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 Groups 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 Groups 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 Groups higher average loans made and higher average cash
and cash equivalents in 2010 (in each case, based on 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 Groups higher
average cash and cash equivalents in 2009 (based on amounts at the start and end of each year) and a full years
interest on its holdings of Mandatory Convertible Securities.

The Groups 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 Groups borrowing costs
over the three years under review was the effect of changes in the amount of the Groups outstanding borrowings.
In 2010, the Groups 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 Groups
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 Groups 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 Pearls deferred tax liabilities following the impairment
loss made against the value of Pearls 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)

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.

131
 The table below shows the breakdown of the Groups 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 equity accounted
investees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.3 (5.1) 13.9
Share of effective portion in fair value of hedging instruments of equity
accounted investees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32.0 91.8 (283.8)
Other comprehensive (loss)/income for the year net of income tax . . . . . . . . . (1,442.6) 3,962.4 (8,039.1)
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)

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 Groups 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 Emirates
Telecommunication Integrated Company (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 ItemsOther
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
For accounting purposes, the Group currently classifies its business in the 10 reporting segments shown in
the tables below.

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 10 reporting segment categorisation used for accounting purposes is different from the nine
business units which appear under Description of the GroupBusiness Units because the Masdar
Project is included within the Mubadala Energy business unit but constitutes a separate Renewable
Energy reporting segment.

132
 The table below sets forth certain information regarding the Groups reporting segments as at and for the
years ended 31 December 2010 and 2009:

Oil & Gas & Renewable Real Estate & Services

(AED million) Energy Energy Industry Hospitality Infrastructure 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
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 component of Oil & Gas & Energy operating income is the Groups
hydrocarbon revenues (including both the upstream and midstream revenues of the Dolphin Project), the
revenues from Pearl and the Groups share of the revenues from Mukhaizna Block 53 and the Bahrain Field.

In 2010, the Renewable Energy segment recorded operating income of AED 418.8 million compared to
AED 208.9 million in 2009. The Renewable Energy segments operating income comprises the Groups
operating income from the Masdar Project.

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. The Industry segment principally comprises the Groups share of the operating
result of EMAL as well as certain other equity accounted investees, see Description of the GroupBusiness
UnitsMubadala Industry.

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 component of Real Estate & Hospitality
operating income and loss in these periods is the changes in fair value in the Groups investment properties and
revenue earned on the sale of plots of land on Sowwah Island.

In 2010, the Infrastructure segment recorded operating income of AED 3,240.5 million compared to AED
2,849.7 million in 2009. The principal component of Infrastructure operating income is the Groups service
concession revenues from its university projects.

In 2010, the Services Ventures segment recorded operating income of AED 369.7 million compared to AED
303.3 million in 2009. The Services Ventures segment principally comprises the Groups contract revenues from
Al Taif and the Groups other subsidiaries and equity accounted investees engaged in the provision of services,
see Description of the GroupBusiness UnitsMubadala Services Ventures.

In 2010, the Aerospace segment recorded operating income of AED 5,239.8 million compared to AED
4,260.8 million in 2009. The principal contributors to Aerospace operating income are SR Technics and ADAT.

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. The Information & Communication
Technology segments operating loss principally reflects the operating results of Al Yah Satellite
Communications Corporation PSC (Yahsat) and EMTS.

In 2010, the Healthcare segment recorded operating income of AED 323.0 million compared to AED
204.3 million in 2009. The Healthcare segments operating income comprises the Groups operating income
from its medical services business.

133
 In 2010, the Corporate/Acquisitions segment recorded operating income of AED 1,381.8 million compared
to AED 2,909.0 million in 2009. The Corporate/Acquisitions segments operating income in these periods
included gains and losses (including impairment losses) on available for sale and FVTPL investments and
income or loss from other investments.

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 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 Groups revenues in 2010 were derived from customers based in
the UAE, 24.1 per cent. of the Groups revenues in 2010 were derived from customers based in Europe,
principally reflecting the activities of SR Technics, and 20.7 per cent. of the Groups 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 (see Description of the GroupBusiness UnitsMubadala EnergyThe Dolphin
Project) accounted for 16.8 per cent. of the Groups revenues in 2010 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, revenues earned by Al Maqsed Development
Company PSC (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 Groups revenues in 2010.

The consolidation of ATIC in the Groups financial statements for the year ended 31 December 2011 is
expected to materially lessen the proportion of the Groups revenues derived from customers based in the UAE
and Qatar.

134
ANALYSIS OF CERTAIN STATEMENT OF FINANCIAL POSITION ITEMS
Overview of the Groups most Significant Assets
As at 31 December 2010, the Group had total assets of AED 101.5 billion.

The table below details the Groups most significant assets in terms of statement of financial position value
as at 31 December 2010, the reporting segment (based on the 2010 10 reporting segment classification) in which
they are held and their geographic location.
As at
31 December 2010 Reporting segment Geography
(AED million)
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,069.2
Masdar(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,835.5 Renewable Energy GCC
Universities under construction(2) . . . . . . . . . 7,765.0 Infrastructure GCC
Dolphin Project(3) . . . . . . . . . . . . . . . . . . . . . . 7,166.3 Oil & Gas & Energy GCC
Carlyle(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,760.5 Corporate/Acquisitions United States
SR Technics(1) . . . . . . . . . . . . . . . . . . . . . . . . 6,505.8 Aerospace Europe
Yahsat(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,572.2 Information & GCC
Communication Technology
GE(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,384.1 Corporate/Acquisitions United States
Abu Dhabi Financial Centre(6) . . . . . . . . . . . . 4,435.3 Real Estate & Hospitality GCC
AMD(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,265.7 Corporate/Acquisitions United States
ADAT(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,616.1 Aerospace GCC
GE joint venture(7) . . . . . . . . . . . . . . . . . . . . . 3,288.2 Corporate/Acquisitions UAE
Pearl(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,749.7 Oil & Gas & Energy South East Asia
Du(8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,579.1 Information & GCC
Communication Technology
EMTS(9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,546.0 Information & Africa
Communication Technology
Zayed Sports City Land(10) . . . . . . . . . . . . . . . 1,946.0 Real Estate & Hospitality UAE
Aldar(11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,939.8 Corporate/Acquisitions GCC
Mukhaizna Block 53(12) . . . . . . . . . . . . . . . . . 1,852.0 Oil & Gas & Energy GCC
Tabreed(13) . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,489.4 Industry UAE
First Gulf Bank(14) . . . . . . . . . . . . . . . . . . . . . 1,402.3 Corporate/Acquisitions GCC
Related Mezz(15) . . . . . . . . . . . . . . . . . . . . . . . 578.2 Corporate/Acquisitions United States
Abu Dhabi Commercial Bank(16) . . . . . . . . . . 403.9 Corporate/Acquisitions UAE
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84,150.2
Percentage of total assets . . . . . . . . . . . . . . . 82.9
(1) Subsidiary.
(2) This comprises the Groups 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, together
representing 7.1 per cent. of the Groups total assets.
(4) FVTPL investment and available for sale investment.
(5) FVTPL investment.
(6) Investment property on Sowwah Island.
(7) Jointly controlled entity.
(8) Available for sale investment.
(9) Loan.
(10) Inventory.
(11) Includes ordinary shares of AED 1,118.6 million, mandatory convertible bonds of AED 676.6 million and convertible sukuk of AED
144.6 million.
(12) Jointly controlled asset.
(13) Includes loan and related interest receivable of AED 1,301.8 million, ordinary shares of AED 64.2 million and mandatory convertible
sukuk of AED 123.4 million.
(14) Includes ordinary shares of AED 307.9 million and mandatory convertible bonds of AED 1,094.3 million.
(15) Convertible debt securities.
(16) Mandatory convertible bonds.

135
Investments in Equity Accounted Investees
The table below shows the Groups investment in its equity accounted investees as at 31 December in each
of 2010, 2009 and 2008.
As at 31 December
2010 2009 2008
(AED million)
Associates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 411.5 305.9 430.7
Jointly controlled entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,848.3 4,619.3 3,744.8
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,259.8 4,925.2 4,175.5

As at 31 December 2010, the Group had 37 jointly controlled entities. As at 31 December 2009 and 2008,
the numbers were 31 and 28, respectively. Summary information relating to the Groups significant jointly
controlled entities as at 31 December in each of 2010, 2009 and 2008 respectively, is set out in note 19(b) and
Schedule III to each of the Financial Statements. The most significant of these in terms of book value at
31 December 2010 were Dolphin Energy, AMMROC, Shams Power Company PJSC (see Description of the
GroupThe Masdar ProjectMasdar PowerTechnology Project Investments), Azaliya SAS (a joint venture
operating municipal waste water concessions, see Description of the GroupBusiness UnitsMubadala
IndustryAzaliya), Algerian Utilities, Eships, Guinea Aluminium (see Description of the GroupBusiness
UnitsMubadala IndustryOther Aluminium Projects), Torresol Energy Investment (see Description of the
GroupThe Masdar ProjectMasdar PowerTechnology Project Investments), Viceroy Hotel Group, Masdar
Clean Tech Fund, L.P. (which is the entity operating the Clean Tech Fund I, see Description of the GroupThe
Masdar Project Masdar PowerVenture Capital, Technology and Strategic Partnerships), Mubadala GE
Capital (see Description of the GroupBusiness UnitsMubadala CapitalMubadala GE Capital) and
Iskandar Holding Company Limited (see Description of the GroupBusiness UnitsMubadala Real Estate &
HospitalityPrincipal Real Estate ProjectsMedini, Iskandar Development Region).

During the period under review, the Groups active associates comprised ADSB (in which it maintained a
40.0 per cent. shareholding), Eships (in which it maintained a 33.0 per cent. shareholding, which was
subsequently increased to 50.0 per cent. in March 2009 at which point Eships became a jointly controlled entity),
Tanqia (in which it maintained a 30.0 per cent. shareholding), Spyker (in which it acquired a 22.8 per cent.
shareholding in 2008) and John Buck (in which it acquired a 24.9 per cent. shareholding in 2008).

Jointly Controlled Assets

The Groups 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 Groups interest in these assets is accounted for on a line-by-line basis and
certain further information in relation to these concessions, including the Groups respective ownership interests,
can be found in note 18 to the 2010 Financial Statements.

Investment Properties
As at 31 December 2010, 2009 and 2008, the Groups investment properties were valued at AED
201.5 million, AED 1,129.2 million and AED 1,085.1 million, respectively. The decrease in the statement of
financial position value of the Groups investment properties as at 31 December 2010 reflected an impairment
loss recognised against the Groups investment property on Sowwah Island. The increase in the statement of
financial position value of the Groups investment properties as at 31 December 2009 principally reflected the
recognition of land at Mussafah as an investment property for the first time in 2009. See Results of
OperationsComparison of 2010, 2009 and 2008Change in the Fair Value of Investment Properties.

136
Other Investments
The table below shows certain information in relation to the Groups other investments as at 31 December in
each of 2010, 2009 and 2008.

As at 31 December
2010 2009 2008
(AED million)
FVTPL investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
funds, derivatives and quoted securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,901.9 8,243.7 3,977.0
convertible bonds/loans issued by related parties . . . . . . . . . . . . . . . . . . . . . . . 2,488.1 3,705.3 2,674.4
Investments available for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
quoted shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,696.1 7,049.3 4,377.9
unquoted shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,811.6 3,557.2 3,549.8
Allowance for impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.3)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,897.7 22,555.4 14,578.8

The FVTPL investments principally represent the Groups investment in the Mandatory Convertible
Securities, in GE shares and its contribution to four separate Carlyle funds and the increases in 2010 and 2009
principally reflect an increase in the fair value of its GE shares as well as investments in funds managed by
Carlyle and by the Verno Group, respectively and 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 31 December 2010 include the Groups AMD AFS shares
and its investments in Aldar, du, Al Waha Capital PJSC, Tabreed and First Gulf Bank which together accounted
for more than 44 per cent. of the aggregate fair value of the quoted shares held by the Group at 31 December
2010. The decrease in quoted available for sale investments in 2010 principally reflects decreases in the share
prices of Aldar and Tabreed as well as in the prices of the AMD AFS shares compared to the prices at the end of
2009.

The principal AFS investment comprised in unquoted shares at 31 December 2010, 2009 and 2008 is the
Groups investment in Carlyle which, at 31 December 2010, was valued at AED 3,776.0 million (AED
2,981.0 million at 31 December 2009). This is in addition to the Groups FVTPL investments in four quoted
Carlyle funds.

The Groups 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 Groups 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 31 December 2010 and 2009, the Groups receivables and prepayments (current and non-current)
amounted to AED 16,505.4 million and AED 12,978.1 million, respectively, or 16.3 per cent. and 14.6 per cent.,
respectively, of the Groups total assets as at each date. The Groups receivables and prepayments principally
comprise service concession receivables, trade receivables, amounts due from related parties and advances to
contractors which together comprised approximately 72.5 per cent. of total receivables and prepayments at
31 December 2010. 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 Groups 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.

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Property, Plant and Equipment
As at 31 December 2010, 2009 and 2008, the Groups property, plant and equipment amounted to AED
27,637.3 million, AED 21,779.0 million and AED 12,672.3 million, respectively. 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.

Land Bank
The Group has 355.2 million square feet of land which has been granted to it by the Government. Of this
land, the use of approximately 194 million square feet has been identified as follows:
approximately 5.4 million square feet has been recognised as investment property (see Analysis of
Certain Statement of Financial Position ItemsInvestment Properties above);
approximately 18 million square feet (being the land at Zayed Sports City and certain plots on Sowwah
Island being held for sale) has been recognised as inventory; and
approximately 170.6 million square feet has been recognised as property, plant and equipment,
including approximately 143 million square feet on which construction of a thermal solar power
generation plant by Masdar has commenced (see Description of the GroupThe Masdar Project
Masdar PowerTechnology 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 approximately 162 million square feet of land remaining in the
land bank and this land is, accordingly, not recognised on the statement of financial position.

Borrowings
At 31 December 2010, the Groups borrowings comprised:
certain secured loans;
certain unsecured loans; and
certain debt securities issued by Group companies.

The table below summarises the Groups outstanding borrowings as at 31 December in each of 2010, 2009
and 2008.
As at 31 December
2010 2009 2008
(AED million)
Current portion
Secured bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 186.8 117.3
Unsecured bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,332.2 2,422.8 7,780.7
Unsecured corporate bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71.1 378.4
Unsecured loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 378.0
Non-current portion
Secured bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,033.8 6,308.3 797.6
Unsecured bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,638.8 11,492.7 1,620.3
Unsecured corporate bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,374.0 6,384.9
Unsecured loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 374.3
Total borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,389.0 27,104.4 10,198.6

The Groups three most significant loans as at 31 December 2010 were as follows:
a U.S.$2.8 billion unsecured loan made by Dolphin Energy to DIC to fund DICs proportionate share
of the upstream activities of the Dolphin Project. At 31 December 2010, the carrying amount of this
loan was AED 3,835.9 million;
a U.S.$1.2 billion 10.5-year unsecured loan facility made to Yahsat by a syndicate of banks to fund
Yahsats 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

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 and ending in 2022. As at 31 December 2010, the carrying amount of the loan outstanding under this
facility was AED 2,574.5 million; and
a 1 billion three-year loan facility with Standard Chartered Bank. Drawings under the facility bear
interest at EURIBOR plus a margin. Drawings under the facility are repayable on or before the third
anniversary of the date of the facility agreement in July 2012. At 31 December 2010, the carrying
amount of the loan outstanding under this facility was AED 2,393.3 million.

The Group has established a global medium term note programme under which it had outstanding at
31 December 2010 the following three series of unsecured Notes:
U.S.$1,250,000,000 5.75 per cent. Notes due 2014 issued in May 2009;
U.S.$500,000,000 7.625 per cent. Notes due 2019 issued in May 2009; and
SGD 25,000,000 1.52 per cent. Notes due 2011 issued in June 2010.

As at 31 December 2010, the carrying amount of these issues was AED 6,445.1 million.

Summary information in relation to these and the Groups other borrowings is set out in note 29 to the 2010
Financial Statements. In February 2010, the Group established a euro commercial paper programme under which
it can issue short-term commercial paper. As at 31 December 2010, U.S.$35 million in euro commercial paper
had been issued under the programme. Since 31 December 2010, further borrowings have been entered into and
further securities have been issued under the Groups global medium term note and euro commercial paper
programmes, in an aggregate amount as at 31 March 2011 of approximately AED 1,000.3 million. As at
31 December 2010, the aggregate AED equivalent of undrawn committed funds available to the Group under its
banking facilities was approximately AED 10,229.7 million.

Maturity Profile of the Groups Borrowings

Of the Groups AED 26,389.0 million borrowings outstanding as at 31 December 2010, approximately
7.5 per cent. was scheduled to mature within 12 months. The table below summarises the maturity profile of the
Groups borrowings at 31 December 2010.

As at 31 December 2010
(AED million) (per cent.)
Repayable within 12 months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,968.0 7.5
Repayable between 1 and 5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,441.2 39.6
Repayable after 5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,979.7 52.9
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,388.9 100.0

Total Equity
As at 31 December 2010, the Groups total equity was AED 62,116.9 million compared to AED
49,431.7 million at 31 December 2009 and AED 31,325.3 million at 31 December 2008. The increases in 2010
and in 2009 principally reflect an increase in share capital in 2010 and additional shareholder contributions in the
form of subordinated interest-free loans made by the Government in 2009.

The table below shows the Groups total equity as at 31 December in each of 2010, 2009 and 2008.

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

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 As at 31 December 2010, the Groups 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 Groups 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 Companys paid up
share capital and certain other non-distributable reserves identified in the Groups 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 31 December 2010, the
aggregate amount contributed to the capital of the Company by its shareholder in the form of share capital and
contributed assets was AED 61.1 billion.

CAPITAL AND INVESTMENT EXPENDITURE

Many of the Groups business units have ambitious expansion plans which, if realised, will require
significant capital and investment expenditure. In addition, the Group anticipates that ATIC will require
significant capital and investment expenditure in future years, see ATIC Financial ReviewCapital
Expenditure.

The table below shows the Groups capital and investment expenditure as at 31 December in each of 2010,
2009 and 2008.

As at 31 December
2010 2009 2008
(AED million)
Acquisition of subsidiaries net of cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126.8 2,886.0
Investment in equity accounted investees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,530.8 1,261.6 2,024.9
Acquisition of other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,496.2 1,964.9 10,717.6
Acquisition of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,983.6 8,285.5 5,957.0
Of which:
Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,599.0 1,491.8 974.3
Capital work in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,384.6 6,793.7 4,988.8
Of which:
Sowwah Square . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,922.8 1,510.9 890.7
Yahsat . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,441.0 1,634.4 1,670.8
Masdar(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,335.8 2,830.4 1,199.3
Dolphin Energy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86.6 294.9
Liwa Energy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 532.4
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,685.0 731.5 400.8
Acquisition of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 357.2 615.6 19.3
Acquisition of other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18.8
Total capital and investment expenditure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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 GroupThe 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. A
significant part of the Groups estimated capital and investment expenditure for 2011 relates to ATIC, see ATIC
Financial ReviewCapital Expenditure.

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 GroupPlanning and Investment Process.

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 The table below summarises the Groups committed capital and investment expenditure as at 31 December
2010 by each of the Groups 10 reporting segments. The Groups 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 year ending 31 December 2011. The Groups committed capital
expenditure shown in the table below does not include any ATIC commitments as the Group did not own ATIC
at 31 December 2010. For a description of ATICs commitments, see ATIC Financial ReviewCapital
Expenditure.

As at 31 December 2010
(AED million)
Renewable Energy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,109.0
Real Estate & Hospitality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,459.5
Healthcare . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,054.3
Corporate/Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,630.4
Infrastructure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,654.5
Oil & Gas & Energy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,451.7
Information & Communication Technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,519.2
Aerospace . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,512.7
Services Ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 839.7
Industry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 632.9
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,863.9

The committed capital and investment expenditure identified in the table above principally relates to:
Renewable Energy reporting segment: development by Masdar of the new Masdar City as well as
commitments by it in respect of the Shams 1, Torresol, London Array and thin film photovoltaic panel
projects in which Masdar is involved (see Description of the GroupThe Masdar ProjectMasdar
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, the construction of the Mina Zayed waterfront
development and work by Mubadala CapitaLand Real Estate LLC (Capitala) on its projects (see
Description of the GroupBusiness UnitsMubadala Real Estate & HospitalityPrincipal Real
Estate Projects);
Healthcare reporting segment: principally the construction of Cleveland Clinic Abu Dhabi
(see Description of the GroupBusiness UnitsMubadala HealthcareOther 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 GroupBusiness UnitsMubadala Capital);
Infrastructure reporting segment: the Groups ongoing PPP projects, principally the New York
University development (see Description of the GroupBusiness UnitsMubadala 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 GroupBusiness
UnitsMubadala EnergyOther Oil and Gas Projects);
Information & Communication Technology reporting segment: the construction of satellites by Yahsat
(see Description of the GroupBusiness UnitsMubadala Information & Communications
TechnologyYahsat);
Aerospace reporting segment: commitments for lease engines, hangars, other airport facilities and
property, plant and equipment, principally at SR Technics (see Description of the GroupBusiness
UnitsMubadala AerospaceThe Aviation MRO NetworkSR 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
GroupBusiness UnitsMubadala Services Ventures); and

141
 Industry reporting segment: principally SMN operating and maintenance expenditure as well as
ongoing EMAL expenditure (see Description of the GroupBusiness UnitsMubadala 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. Notes issued under the Programme are expected to be a significant contributor to the
Groups ongoing financing requirements.

CASH FLOW
The table below summarises the Groups cash flow from operating activities, investing activities and
financing activities for each of 2010, 2009 and 2008.
Year ended 31 December
2010 2009 2008
(AED million)
Net cash from (used in) operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . 43.4 (1,212.7) 194.2
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (17,085.5) (10,329.4) (19,410.0)
Net cash from financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,353.1 20,055.2 21,740.0
Exchange fluctuation on consolidation of foreign entities . . . . . . . . . . . . . . . . 174.3 244.1 (594.8)
Cash and cash equivalents at period end . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,261.9 11,776.6 3,019.3

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 Groups indebtedness has been incurred by the Companys 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 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 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 31 December 2010, the Group had outstanding commitments totalling AED 37.9 billion, of which the
amount attributable to the Groups share of the commitments of its joint ventures was AED 6.7 billion.

As at 31 December 2010, the Groups contingent liabilities amounted to AED 19.7 billion, of which the
amount attributable to the Groups share of the contingent liabilities of its joint ventures was AED 452.5 million.

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Further information on the Groups commitments and contingent liabilities is set out in note 34 to the 2010
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.

ARRANGEMENTS NOT RECORDED ON THE STATEMENT OF FINANCIAL POSITION

Save as disclosed above and in note 34 to the 2010 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 Groups 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 transfer of GAMCOs 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 6,368.0 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 Groups 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.

The contribution by the Government of ATIC to the Group with effect from 1 January 2011 was also a
significant related party transaction.

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 Groups 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 Groups 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

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.

143
 As at 31 December 2010, credit exposure to related parties amounted to AED 1,727.0 million, or 4.1 per
cent. of the Groups 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 Groups 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 Groups 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 Groups
liquidity risk, see note 37(b) to the 2010 Financial Statements.

Currency Risk
The Groups 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 Groups 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 Groups 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 Groups
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 Groups 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 Groups ability to achieve attractive rates of return on its investments; (ii) the debt
financing capability of the investments and businesses in which the Group is invested; and (iii) the rate of return
on the Groups uninvested cash balances.

Equity Price Risk

The Groups 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 Groups 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 Groups financial assets and liabilities.

144
Commodities Price Risk
The Groups principal revenue generating activities and sources of funding expose the Group to the risk of
fluctuations in global commodity prices. Because the Groups 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 GroupBusiness Units and Description of the GroupATIC),
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 Governments
ability to fund the Groups investing activities could be materially impacted by fluctuations in the price of oil
products and alternative fuels (see further Risk FactorsFactors that may Affect the Guarantors Ability to
Fulfil its Obligations under the GuaranteeRisks Relating to Abu Dhabi, the UAE and the Middle East).

145
 UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The following unaudited summary pro forma consolidated statement of financial position and statement of
comprehensive income of the Company as at and for the year ended 31 December 2010 have been prepared for
illustrative purposes only to show the effect on the consolidated total assets, liabilities and shareholders equity
as at 31 December 2010 and on the consolidated loss for the year ended 31 December 2010 of the contribution by
the Government of ATIC to the Group (the Contribution), as if the Contribution had taken place on
31 December 2010 (in the case of the statement of financial position) and 1 January 2010 (in the case of the
statement of comprehensive income).

The unaudited summary pro forma consolidated statement of financial position and statement of
comprehensive income, because of their nature, address a hypothetical situation and therefore do not represent
the actual financial position or operating results or profit of the Company had the Contribution been completed
on the assumed dates or any other date and should not be construed as indicative of future operating results. The
unaudited summary pro forma statement of financial position and consolidated statement of comprehensive
income are based on the Companys consolidated statement of financial position and statement of comprehensive
income extracted without material adjustment from the 2010 Financial Statements set out elsewhere in this Base
Prospectus and on ATICs consolidated statement of financial position and statement of comprehensive income
extracted without material adjustment from the consolidated audited financial statements of ATIC as at and for
the periods ended 31 December 2009 and 31 December 2010, respectively (the ATIC financial statements) set
out elsewhere in this Base Prospectus and as adjusted as described below.

The unaudited summary pro forma consolidated statement of financial position and statement of
comprehensive income have been prepared on a basis consistent with the Companys accounting policies as set
out in note 3 to the 2010 Financial Statements. The Company has adopted IFRS in the preparation of its Financial
Statements. Prospective investors should read the unaudited summary pro forma consolidated statement of
financial position and statement of comprehensive income in conjunction with the accompanying explanatory
notes, the 2010 Financial Statements, the ATIC financial statements, Managements Discussion and Analysis of
Financial Condition and Results of Operations of the Group and ATIC Financial Review all included
elsewhere in this Base Prospectus.

146
Pro Forma Summary Statement of Financial Position as at 31 December 2010

Group ATIC Adjustments Pro Forma

(AED million)
Non-current assets
Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,637.3 25,442.0 53,079.3
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,890.4 1,872.2 6,762.6
Investment properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 201.5 201.5
Investment in equity accounted investees . . . . . . . . . . . . . . . . . . 6,259.8 379.3 6,639.1
Other investments (non-current portion) . . . . . . . . . . . . . . . . . . . 23,692.9 23,692.9
Loans (non-current portion) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,304.9 10,304.9
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 971.7 519.3(1) 1,491.0
Receivables and prepayments (non-current portion) . . . . . . . . . . 8,777.2 8,777.2
Total non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82,735.7 28,212.8 110,948.5
Current assets
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,815.0 1,266.7 5,081.7
Other investments (current portion) . . . . . . . . . . . . . . . . . . . . . . . 204.8 204.8
Loans (current portion) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 718.1 718.1
Receivables and prepayments (current portion) . . . . . . . . . . . . . 7,728.2 3,287.4(2) (55.8)(3) 10,959.8
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,261.9 6,092.1 12,354.0
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,728.0 10,646.2 (55.8) 29,318.4
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101,463.7 38,859.0 (55.8) 140,266.9
Equity
Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000.0 1.0 (1.0)(4) 15,000.0
Reserves and surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 738.3 (529.6) (173.2)(5) 35.5
Additional shareholder contributions . . . . . . . . . . . . . . . . . . . . . . 45,725.6 21,322.0 174.2(4) 67,221.8
Government grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 367.4 367.4
Total equity attributable to equity holder of the
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61,831.3 20,793.4 82,624.7
Non-controlling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 285.5 184.3 469.8
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62,116.8 20,977.7 83,094.5
Non-current liabilities
Interest bearing loans (non-current portion) . . . . . . . . . . . . . . . . 24,420.9 6,369.1 30,790.0
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,100.8 541.8 1,642.6
Derivatives (non-current portion) . . . . . . . . . . . . . . . . . . . . . . . . 723.1 723.1
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,843.1 3,950.9(6) 5,794.0
Total non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,087.9 10,861.8 38,949.7
Current liabilities
Interest bearing loans (current portion) . . . . . . . . . . . . . . . . . . . . 1,968.0 1,639.5 3,607.5
Payables and accruals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,084.8 5,380.0(7) (55.8)(3) 13,409.0
Derivatives (current portion) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 202.3 202.3
Amounts due to jointly controlled entities . . . . . . . . . . . . . . . . . . 1,003.9 1,003.9
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,259.0 7,019.5 (55.8) 18,222.7
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39,346.9 17,881.3 (55.8) 57,172.4
Total equity and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101,463.7 38,859.0 (55.8) 140,266.9

Explanatory Notes:
(1) This number is the sum of the deferred tax asset of AED 383.8 million and other assets of AED 135.5 million disclosed in the ATIC
financial statements.
(2) This number is the sum of the trade and other receivables of AED 2,106.2 million and other assets of AED 1,181.3 million disclosed in
the ATIC financial statements.
(3) These adjustments reflect the elimination of a receivable owed to the Company by ATIC and the associated payable owed by ATIC to
the Company.
(4) The elimination reflects the elimination of equity in ATIC on consolidation as part of the Group.
(5) These adjustments reflect the transfer of retained earnings brought forward at 1 January 2010 from reserves and surplus to additional
shareholder contributions.
(6) This number is the sum of the obligation under finance lease of AED 1,265.5 million, asset retirement obligation of AED 56.4 million,
government grants of AED 2,343.9 million and other liabilities of AED 285.1 million disclosed in the ATIC financial statements.
(7) This number is the sum of the trade and other payables of AED 3,142.8 million, obligation under finance lease of AED 118.6 million,
government grants of AED 426.2 million and other liabilities of AED 1,692.3 million disclosed in the ATIC financial statements.

147
Pro Forma Summary Statement of Comprehensive Income for the Year Ended 31 December 2010

Group ATIC Adjustments Pro Forma

(AED million)
Revenue from sale of goods and services . . . . . . . . . . . . . . . . . . . 15,952.6 12,963.5 28,916.1
Income from other investments (net) . . . . . . . . . . . . . . . . . . . . . . 1,041.1 1,041.1
Change in fair value of investment properties . . . . . . . . . . . . . . . (927.7) (927.7)
Share of results of equity accounted investees . . . . . . . . . . . . . . . 816.0 100.4 916.4
Impairment losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (264.3) (264.3)
Other operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 996.6 996.6
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,614.3 13,063.9 30,678.2
Cost of sales of goods and services . . . . . . . . . . . . . . . . . . . . . . . . (10,840.4) (9,768.0) (20,608.4)
Impairment losses on intangible assets and property, plant and
equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (519.5) (519.5)
General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . (3,648.3) (1,723.3)(1) (5,371.6)
Research and development expenses . . . . . . . . . . . . . . . . . . . . . . (3,056.1) (3,056.1)
Project expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (549.9) (549.9)
Exploration costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (535.0) (535.5)
Results from operating activities . . . . . . . . . . . . . . . . . . . . . . . . 1,521.2 (1,483.5) 37.7
Finance income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,399.7 55.3(2) 1,455.0
Finance expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,624.9) (317.6) (1,942.5)
Net finance expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (225.2) (262.3) (487.5)
Profit/(loss) before income tax . . . . . . . . . . . . . . . . . . . . . . . . . . 1,296.0 (1,745.8) (449.8)
Income tax expense (net) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (168.2) (164.5) (332.7)
Profit/(loss) for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,127.8 (1,910.3) (782.5)
Other comprehensive (loss)/income for the year net of tax . . . . . (1,442.6) 7.7 (1,434.9)
Total comprehensive loss for the year . . . . . . . . . . . . . . . . . . . . (314.8) (1,902.6) (2,217.4)

Explanatory Notes:
(1) This number is the sum of the selling, general and administrative expenses of AED 1,233.4 million, the contract termination cost of AED
411.7 million and other operating expenses of AED 78.2 million disclosed in the ATIC financial statements.
(2) This number is the sum of the finance income of AED 51.5 million and net foreign exchange gains of AED 3.8 million disclosed in the
ATIC financial statements.

148
 ATIC FINANCIAL REVIEW

The following review should be read in conjunction with the information set out in Description of the
GroupATIC and ATIC financial statements.

The review of ATICs results of operations and financial condition is based upon the ATIC financial
statements which have been prepared in accordance with IFRS. This discussion contains forward-looking
statements that involve risks and uncertainties. ATICs actual results could differ materially from those
anticipated in these forward-looking statements as a result of various factors, including those discussed below
and elsewhere in this Base Prospectus, particularly under the headings Cautionary Statement Regarding
Forward-Looking Statements and Risk Factors.

INTRODUCTION
ATIC, an advanced technology company, was established as a company wholly-owned by the Government
in September 2008. In October 2008, ATIC and AMD agreed to form a joint venture, to be known as
GLOBALFOUNDRIES, which was formed on 2 March 2009. AMD contributed certain assets and liabilities to
GLOBALFOUNDRIES, including, among other things, semiconductor manufacturing facilities in Dresden,
Germany (the German manufacturing business). ATIC contributed U.S.$1.4 billion of cash to
GLOBALFOUNDRIES.

On 18 December 2009, ATIC acquired Chartered Semiconductor and ATIC, GLOBALFOUNDRIES and
Chartered Semiconductor entered into a management and operating agreement as a result of which
GLOBALFOUNDRIES assumed decision-making responsibility for Chartered Semiconductor and, accordingly
and in compliance with applicable accounting principles, consolidated Chartered Semiconductor with effect from
the date of acquisition. Chartered Semiconductor was subsequently renamed GLOBALFOUNDRIES Singapore
Pte. Ltd. and, on 27 December 2010, ATIC contributed all of the outstanding ordinary shares of
GLOBALFOUNDRIES Singapore Pte. Ltd. to GLOBALFOUNDRIES. As at 31 December 2010, ATIC
contractually owned 77.5 per cent. of GLOBALFOUNDRIES and, on a fully converted to ordinary shares basis,
owned approximately 86 per cent. of GLOBALFOUNDRIES.

ATIC reports its results on a calendar year basis with its first accounting period lasting from the date of its
incorporation in September 2008 to 31 December 2009. The ATIC financial statements set out elsewhere in this
Base Prospectus have been prepared in accordance with IFRS and principally record:
in 2009, the results of operations of GLOBALFOUNDRIES for the period from 2 March 2009 to
31 December 2009. The results of operations of GLOBALFOUNDRIES for this period principally
reflect the results of operations of the German manufacturing business; and
in 2010, the results of operations of GLOBALFOUNDRIES including its consolidated subsidiary,
GLOBALFOUNDRIES Singapore Pte. Ltd.

During 2009, GLOBALFOUNDRIES was accounted for by ATIC as an equity accounted investee reflecting
the shareholders agreement that gave ATIC and AMD joint control over GLOBALFOUNDRIES. Accordingly,
in 2009, ATICs financial statements do not show any revenue or cost of revenue and instead show an AED
341.4 million negative share of results from equity accounted investees, being its proportionate share of the
losses made by GLOBALFOUNDRIES in the period from 2 March 2009 to 31 December 2009. This negative
amount, together with ATICs operational costs of AED 84.9 million, was offset by finance income and net
foreign exchange gains totalling AED 599.5 million in the period to 31 December 2009, giving ATIC a profit for
the period of AED 173.2 million.

With effect from 28 December 2009, AMD unilaterally and irrevocably waived certain rights under the
shareholders agreement and as a result AMD ceased to control GLOBALFOUNDRIES. Accordingly, during
2010, GLOBALFOUNDRIES was accounted as a subsidiary of ATIC and the ATIC financial statements include
the fully consolidated results of GLOBALFOUNDRIES. See 2010 Overview.

ATIC, through 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 currently is working on detailed
design for a plan to construct a further fab - Fab 9, in Abu Dhabi in due course. GLOBALFOUNDRIES

149
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 FactorsFactors that may Affect the Guarantors Ability to Fulfil
its Obligations under the GuaranteeRisks Relating to the Semiconductor Manufacturing IndustryIf
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 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 foundrys 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.

INDUSTRY OVERVIEW
Certain industry-specific factors can have a significant impact on GLOBALFOUNDRIES results of
operations and liquidity. 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 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. 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
GLOBALFOUNDRIES operating and financial results because a large percentage of its operating costs are

150
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. GLOBALFOUNDRIES is unable to control many of these factors. See Risk FactorsFactors that may
Affect the Guarantors Ability to Fulfil its Obligations under the GuaranteeRisks 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 GLOBALFOUNDRIES 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 2010, ATICs capital expenditure amounted to AED 9,662.4 million and principally
related to expansion of fab 1 in Dresden, Fab 7 in Singapore and construction of its new fab in New York.
ATICs planned capital expenditure for 2011 is AED 19.8 billion, see Capital Expenditure.

CERTAIN SIGNIFICANT ACCOUNTING POLICIES

Certain significant accounting policies applied by ATIC are described below. For a discussion of the
accounting policies applied by ATIC generally, see note 2 to the ATIC financial statements included elsewhere in
this Base Prospectus.

Revenue Recognition
ATIC derives revenues primarily from fabricating 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. Revenue is recognised in profit or loss to the extent that receipt of the
revenue is probable and the amount can be reliably measured. Revenue is measured at the fair value of the
consideration received, excluding sales taxes, royalties and other similar levies as applicable.

Research and Development

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 ATIC) have been satisfied, ATIC has not to date 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.

Government Grants
Government 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.

CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

ATIC prepares its consolidated financial statements in accordance with IFRS. The preparation of the ATIC
financial statements requires its management to make certain judgements, estimates and assumptions, the most
significant of which relate to:
Finance leases: Certain of ATICs subsidiaries have entered into long-term energy supply contracts
with suppliers of bulk gases pursuant to which the suppliers have constructed certain equipment which

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 they use to provide the subsidiaries with the gases required by them. ATIC has determined, based on
the terms and conditions of the contracts, that the significant risks and rewards of ownership of the
constructed equipment have been transferred from the suppliers and accordingly ATIC accounts for the
agreements as finance leases with the relevant subsidiary as the lessee.
Income taxes: In determining taxable income for financial statements reporting purposes, management
is required to make a number of estimates and judgements specific to taxation issues. These estimates
and judgements are applied in calculating certain tax liabilities and in the determination of the
recoverability of deferred tax assets. The calculation of tax liabilities involves dealing with
uncertainties in the application of complex tax rules and the potential for future adjustment of uncertain
tax positions by tax authorities in the countries in which ATIC operates. In estimating deferred tax
assets, management must assess the likelihood that ATIC will be able to recover the deferred tax assets
and if recovery is determined in any case not to be likely any deferred tax assets previously recognised
may have to be derecognised. Past performance, future expected taxable income and prudent and
feasible tax planning strategies are considered when determining whether deferred tax assets should be
recognised.
Provision for decommissioning: Decommissioning costs will be incurred by ATIC at the end of the
operating life of certain of its facilities and properties. The ultimate amount of these costs is uncertain
and estimates of the cost can vary in response to a number of factors, including changes in legal
requirements, the development of new restoration techniques and experience at production sites. The
expected timing of decommissioning expenditure can also change, including as a result of changes in
legal requirements.
Useful lives of property, plant and equipment: ATICs 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 such as Chartered Semiconductor
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.

2010 OVERVIEW
Review of Results of Operations
ATICs revenues from the sale of goods and services was AED 12,963.5 million in 2010. ATICs revenue in
2010 principally comprised 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.

ATICs cost of sales of goods and services was AED 9,768.0 million in 2010. ATICs cost of sales in 2010
principally comprised depreciation and amortisation charges, the cost of raw materials, labour costs and repairs
and maintenance costs. Together, costs within these categories exceeded 90 per cent. of ATICs costs of sales in
2010.

Reflecting the above, ATICs gross profit in 2010 was AED 3,195.5 million and its gross profit margin was
24.6 per cent.

In 2010, ATICs operating expenses principally comprised research and development (R&D) expenses and
selling, general and administrative (SGA) expenses. ATICs R&D expenses amounted to AED 3,056.2 million,
equal to 23.6 per cent. of its 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

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under the JDAs and also agrees to pay royalties upon the occurrence of certain defined events and these are
included under R&D expenses. ATICs SGA expenses in 2010 amounted to AED 1,233.4 million and principally
comprised staff costs (AED 551.9 million), professional service costs (AED 232.8 million) and depreciation not
included under cost of sales (AED 119.7 million).

In addition, in 2010, ATIC incurred contract termination expenses of AED 411.7 million following the
termination of a JDA. In 2010, ATIC had five equity accounted investees and it recorded an AED 100.5 million
share of the profit of these companies. ATICs most significant equity accounted investee in terms of profits
made in 2010 was Silicon Manufacturing Partners Pte. Ltd. (SMP) in which it has a 49 per cent. ownership share.
SMP is an independent foundry that fabricates semiconductor integrated circuits on silicon wafers using
advanced production facilities and proprietary integrated circuit designs of its customers in the semiconductor
industry. See further note 10 to the ATIC financial statements.

Reflecting the above and other operating expenses of AED 78.2 million in 2010, ATICs operating loss in
2010 was AED 1,483.5 million.

In 2010, ATICs finance income was AED 51.5 million and comprised interest earned on its bank balances.
ATICs finance costs in 2010 were AED 317.7 million and principally comprised interest on borrowings and
finance lease obligations.

Reflecting the above and net foreign exchange gains of AED 3.8 million in 2010, ATICs loss before
income tax was AED 1,745.8 million in 2010.

In 2010, ATIC recorded an AED 164.5 million provision for income tax, principally comprising a net
current income tax charge of AED 58.8 million after adjustments in respect of income tax for previous years and
a deferred tax liability of AED 113.0 million.

As a result, ATIC recorded a loss for 2010 of AED 1,910.3 million, of which AED 1,206.1 million is
allocated to non-controlling interest and the balance of AED 704.2 million is attributable to ATICs equity
holder.

Review of Certain Statement of Financial Position Items

Assets
As at 31 December 2010, ATIC had total assets of AED 38.9 billion, of which the most significant were
property, plant and equipment and bank balances and cash which, together, accounted for 81.2 per cent. of
ATICs total assets at 31 December 2010.

Property, Plant and Equipment

Property, plant and equipment at 31 December 2010 was AED 25.4 billion made up of AED 13.3 billion in
equipment and machinery, AED 5.0 billion in land and buildings and AED 7.1 billion in capital work in progress.
ATICs property, plant and equipment principally represents its investment in seven operational fabs and one fab
under construction. Property, plant and equipment with a carrying value of AED 6.0 billion was pledged as
security for a loan at 31 December 2010.

Bank Balances and Cash

At 31 December 2010, ATIC had AED 6.1 billion in bank balances (including short-term deposits with an
original maturity of three months or less) and cash. Certain ATIC group companies which are borrowers under
two outstanding loan agreements are required to maintain cash deposits equal to amounts due at the next payment
date with their lenders under the agreements and, in addition, AED 584 million of cash and cash equivalents was
pledged as security for a loan at 31 December 2010.

Liabilities
ATICs most significant liabilities at 31 December 2010 were the interest bearing loans and borrowings
(including obligations under finance leases) entered into by ATIC group companies, its trade and other payables
and government grants which, together, accounted for 85.6 per cent. of ATICs total liabilities at 31 December
2010.

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Borrowings (Including Finance Lease Obligations)
As at 31 December 2010, ATIC group companies had seven loans outstanding (although one of these loans
is due to be repaid in full in 2011) and two series of debt securities in issue. These borrowings comprised:
Two U.S. dollar denominated loans advanced by the Export Import Bank of the United States, with
outstanding amounts at 31 December 2010 equal to AED 776.9 million and AED 1,648.9 million,
respectively. These loans bear interest at floating rates calculated by reference to LIBOR plus a margin
and are due to be fully repaid in 2013 and 2017, respectively. These loans require the borrower to
maintain a cash deposit with the lender equal to the next repayment amount due under the relevant
loan.
A loan in two approximately equal tranches advanced by Japan Bank for International Cooperation and
Sumitomo Mitsui Banking Corporation, with an aggregate outstanding amount at 31 December 2010
equal to AED 1,093.6 million. Tranche A bears interest at a fixed rate of 5.645 per cent. and Tranche B
of the loan bears interest at a floating rate calculated by reference to LIBOR plus a margin. Both
tranches are due to be repaid in 2015. This loan requires the borrower to maintain a cash deposit with
the lender equal to the next repayment amount due under the loan.
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 2014.
Term loans provided by Dresdner Bank AG and Socit Gnrale with outstanding amounts at
31 December 2010 equal to AED 615.1 million and AED 266.6 million, respectively. These loans bear
interest at floating rates calculated by reference to LIBOR plus a margin and are due to be fully repaid
in 2011 and 2013, respectively. The Dresdner Bank AG loan is secured by pledges on property, plant
and equipment, inventories and certain cash balances.
Two series of fixed rate debt securities with outstanding amounts at 31 December 2010 equal to AED
1,005.4 million due in 2013 and AED 355.7 million due in 2015, respectively.

In addition, 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 31 December
2010, the present value of the future minimum lease payments under these arrangements was AED 1,384.1
million.

Trade and Other Payables

ATICs trade and other payables amounted to AED 3,142.8 million at 31 December 2010 and included AED
88.3 million payable to related parties. At 31 December 2010, 94.5 per cent. of ATICs trade and other payables
comprised trade payables.

Government Grants
ATIC group companies have received investment grants and allowances from various agencies of the
governments of Singapore, Saxony, Germany and the State of New York, as well as from the European Union in
connection with the construction and operation of their fabs, employment and research and development. Certain
of these grants are subject to forfeiture in declining amounts over the life of the agreement if the recipient fails to
maintain agreed employment levels or to fulfil other applicable conditions. In addition, certain investment
allowances are repayable in full if prescribed conditions are not met. At 31 December 2010, the total amount of
current and non-current government grants recorded on the statement of financial position was AED 2,770.2
million.

Total Equity
As at 31 December 2010, ATICs total equity was AED 20,977.8 million and principally comprised
additional shareholder contributions received from the Company.

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Cash Flow
The table below summarises ATICs cash flow from operating activities, investing activities and financing
activities for 2010.
Year ended 31 December
2010
(AED million)
Net cash from operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,845.4
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,430.2
Net cash from financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,458.3
Net foreign exchange gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.8
Cash and cash equivalents at period end . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,861.1

Net cash flow from operating activities in 2010 was AED 1,845.4 million. ATICs most significant non-cash
adjustment is depreciation, which amounted to AED 4,420.0 million in 2010.

Net cash used in investing activities in 2010 was AED 8,430.2 million. In 2010, the principal investment
made was AED 8,295.4 million in capital expenditure (of which the significant components were expansion work
in relation to Fab 1 in Dresden and Fab 7 in Singapore and construction work in relation to the new fab in New
York).

Net cash from financing activities in 2010 was AED 3,458.3 million. In 2010, ATIC received AED
2,800.0 million in additional shareholder contributions and AED 1,638.1 million in government grants. In
addition, on a net basis, ATIC repaid AED 1,046.2 million in borrowings.

CAPITAL EXPENDITURE
ATICs planned capital expenditure for 2011 is AED 19.8 billion. The majority of the planned capital
expenditure is expected to be incurred in connection with the expansion of Fab 1 in Dresden and the build out of
Fab 8 in New York. This capital expenditure is expected to be financed with a combination of shareholder
contributions from the Company, operating cash flow and debt financing.

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 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 Dhabis development
strategy. The Groups 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 Governments 100.0 per cent. ownership
of the Company would require a further Emiri Decree. In addition, the Government has substantial representation
in the Groups 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 Groups development mandate has been supported by significant capital contributions from the
Government. As at 31 December 2010, the Governments cumulative capital contributions into the Company
since its establishment totalled AED 61.1 billion and capital contributions of up to AED 37.8 billion have been
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 Companys Finance & Corporate Affairs unit. While most of the Groups 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 Groups 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 and for the year ended 31 December 2010 the Groups 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 Groups principal revenue generating activities are the sale of hydrocarbons through its proportional
share in the upstream activities of the Dolphin Project (see further Business UnitsMubadala EnergyThe
Dolphin Project) and through Pearl (see further Business UnitsMubadala EnergyPearl), the provision
of aircraft maintenance and repair services through SR Technics and ADAT (see further Business Units
Mubadala AerospaceSR Technics and ADAT), a series of PPP projects which generate significant service
concession revenues (see further Business UnitsMubadala Infrastructure) and, with effect from 1 January
2011, the manufacture and sale of semiconductors through ATIC (see further ATIC).

The Groups 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 31 December 2010, the Groups committed capital and investment expenditure was
AED 37.9 billion, see Managements Discussion and Analysis of Financial Condition and Results of Operations
of the GroupCapital and Investment Expenditure.

The Company has been assigned ratings of Aa3 by Moodys 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 Groups strong strategic relationship with the Government.

156
HISTORY
The Company was established in October 2002 as a public joint stock company pursuant to Emiri Decree
No. 12 of 2002 (Decree No. 12) issued by the Ruler of Abu Dhabi. The Company evolved out of the UAE
Offsets Programme Bureau which commenced in 1992. The UAE Offsets Programme Bureau required entities
contracting with the Government to contribute economic activity to the local economy. In particular, the UAE
Offsets Programme Bureau was initially focused on modernising the UAE armed forces and defence contractors
were required to offset a part of the value of their contracts by investing in the UAE, typically in joint ventures
with UAE entities. In 2002, the Government decided to establish the Company as a dedicated investment and
development company to hold certain defence and non-defence related investments. Accordingly, following its
establishment, certain projects being carried on under the auspices of the UAE Offsets Programme Bureau were
transferred to the Group. In addition, a number of UAE Offsets Programme Bureau personnel became officers
and employees of the Company when it was incorporated. Following these initial transfers, the Company
commenced its own programme of investment, development and acquisitions and has no current involvement
with the UAE Offsets Programme Bureau, which continues to operate independently of the Group.

STRATEGY
Development Mandate
The Groups mandate from the Government is to implement the Governments development strategy in a
commercial and profitable manner by forming new companies or acquiring shareholdings in existing companies
in the UAE and/or abroad and focusing on generating sustainable economic benefits for Abu Dhabi through
partnerships with local, regional and international investors as a key part of the implementation of the
development strategy. See Relationship with the Government.

In undertaking its mandate, the Group focuses on three of the four priority areas set out in the Policy
Agenda:
development and diversification of the Abu Dhabi economy;
development of social and human resources, in particular healthcare and education; and
development of infrastructure and the environment.

Investment Strategy
The Groups investment strategy reflects the mandate it has received from the Government. Accordingly,
any potential investment is required to demonstrate, primarily, a financial return for the Group and secondarily,
where applicable, a relationship to the Governments development strategy.

The financial return of a particular proposed investment can be measured using a variety of methods. The
principal measures used by the Group include a potential investments internal rate of return (the annualised
effective compounded return rate earned on the investment) and its return on capital employed (the return
generated from invested capital).

Generally, investments made by the Group, even if located outside Abu Dhabi, are required to benefit the
economic and social fabric of Abu Dhabi and its nationals. Examples of these benefits include job creation; the
development of management talent; the transfer of knowledge including, for example, in relation to new
technology and processes; economic diversification, for example through the fostering of businesses which bring
a new element to the economy or which enable other businesses to grow; and establishing relationships that will
facilitate future development, for example through minority investments in leading companies in a targeted
industry.

PLANNING AND INVESTMENT PROCESS

The Groups investments range from acquisitions of companies and the formation of joint ventures
(including significant infrastructure projects) to minority financial investments. Minority financial investments
typically comprise relatively small shareholdings in businesses active within or across sectors which the
Company believes will provide future benefits to Abu Dhabi or which facilitate a broader agenda to promote Abu
Dhabi. An example of a minority financial investment intended to promote Abu Dhabi more internationally was
the 5.0 per cent. investment made by the Company in Ferrari S.p.A. in July 2005 which, in addition to being a
financial investment, helped enhance the Mubadala brand recognition through sponsorship of the Scuderia

157
Ferrari Formula One team and brought further benefits to Abu Dhabi in line with the development strategy, such
as encouraging high-end tourism through the hosting of the inaugural Abu Dhabi Grand Prix in November 2009.
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 call option. Examples of infrastructure projects where the Groups
involvement is extensive include the Dolphin Project, the Masdar Project and the university campus development
projects which are described further under Business UnitsMubadala Infrastructure.

Investment Process
The broad framework of the Groups planning and investment process is set out in a rolling five-year
business plan and refined in the annual budget which is prepared in the first quarter of each year and then
reviewed on a quarterly basis thereafter. The overall annual budget comprises separate revenue, operating and
capital budgets for each business unit, subsidiary and jointly controlled entity, all of which are prepared by the
Companys Chief Financial Officer (the CFO) and reviewed by the Companys Chief Executive Officer (the
CEO) and then recommended by them to the Board for approval. The annual budget includes estimates of the
total cost of proposed investments, commitments, expenditures and financing requirements of the Group for the
relevant year. Once the annual budget has been approved, this is considered as authorisation to invest, commit or
spend the Companys funds in accordance with authorities delegated by the Board.

Historically, the Groups funding requirements have been met by a combination of equity contributions and
subordinated interest-free loans (which the Company views as the equivalent of equity contributions and
accounts for them as such on the basis that they have no repayment requirements (although they may be repaid at
the option of the Company)) from the Government and debt financing from third parties. In general, the Group
seeks to leverage any equity contributions in order to enhance its investment returns. To the extent that third-
party debt funding is not available on acceptable terms, the Group will re-evaluate the viability of a project and
may, amongst other things, defer execution and completion of the project, modify its scope, obtain equity
funding or other alternative funding arrangements or in certain circumstances provide temporary bridge financing
itself.

In early 2008, the Company formalised the Investment Committee, which typically meets on a weekly basis,
comprising the CEO, the CFO, the Chief Operating Officer (the COO) and the Chief Legal Counsel. See
Management and EmployeesCorporate GovernanceCommitteesInvestment Committee. The Investment
Committees 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 Groups funds are invested in accordance with
its approved policies and procedures and in conformity with the Groups 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 Committees feedback until
the final plans and budgets are approved by the Investment Committee;
monitors, evaluates and makes recommendations to the Board with respect to existing and potential
new investments and projects; and
approves investments of each of the business units, subsidiaries and jointly controlled entities where
the amounts are equal to or less than U.S.$300 million. In the case of investments of more than
U.S.$300 million, the Investment Committee endorses the investment for approval by the Board.

The financial return required by the Investment Committee in considering an investment depends on a
number of factors, including the amount of capital employed, its industry sector and the level of risk associated
with the investment.

Investment proposals considered by the Group may be originated internally through its business units or
proposed to the Group by third parties (for example from the Government or joint venture partners) for
consideration. Where appropriate, ideas proposed may be restructured in order to fit the Companys overall
mandate and investment criteria.

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 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:
ScreeningEach project is proposed by the relevant business unit and evaluated by the Portfolio
Management and Strategic Planning Unit (the SPU), a specialist team within the Companys Finance &
Corporate Affairs unit, against the Groups financial and non-financial investment criteria described
above. The time taken to complete the screening process varies depending on the complexity of the
proposed project and the degree of structuring required to be undertaken. At the end of the screening
phase, the potential strategic and financial contribution of a project is identified, together with an
assessment of potential risks and a budget for the feasibility study. Once approved by the SPU, the
project progresses to the feasibility stage.
FeasibilityAt the feasibility stage, the Group defines the critical elements for the project, including
the necessary internal and external resources required to complete the project, and develops an initial
business case for the project. This is followed by a detailed feasibility study (for joint venture and
greenfield projects) and the preparation of a five-year business plan, including forecast internal rate of
return and total capital expenditure requirements. In addition, the roles of any third party partners are
defined at this stage and key principles are agreed in term sheets or non-binding letters of intent. The
mergers and acquisitions unit within the Finance & Corporate Affairs Unit is typically involved at this
stage to support the analysis and evaluate the business case, feasibility study and business plan.
Commercial DevelopmentOnce the feasibility stage is complete, the project proceeds to the
commercial development phase, in which the deal structure, business plan and financing plan are
finalised prior to the taking of a final investment decision. In the commercial development phase,
agreements are negotiated with key partners, including other shareholders in the project, key
technology and other providers and financial institutions. The mergers and acquisitions unit within the
Finance & Corporate Affairs Unit provides support services, including due diligence reviews,
document negotiation and preparation for implementation. External consultants are engaged at this
stage as necessary.
ImplementationIn the implementation phase, final investment approval is given by the Investment
Committee or the Board, depending on the amount of funding required, and the project commences. A
project company is established (if necessary), an executive team is appointed and final contracts are
signed with third parties. In the case of a greenfield project, construction also takes place during the
implementation stage.
OperationFollowing implementation, the project begins to operate as an independent entity and
generate revenue. At this stage, the Group monitors the projects financial performance against the
business model for that project to ensure that expectations are being met. The business plan for that
project is updated on an annual basis, and key financial and non-financial metrics are updated
quarterly.
ExitWhile monitoring the performance of a project, the Group may consider whether or not to exit
the project and, if so, the exit options and timing. Exit proposals require approval by the Investment
Committee or, if the size of the investment exceeds U.S.$300 million at exit, by the Board.

Potential projects are screened at each stage. Approval at the screening stage is given by the SPU, although
Investment Committee approval is required if the expected cost of the feasibility study exceeds the approval
limits of the business unit responsible for the project. In the feasibility stage, a formal presentation is made to the
Investment Committee, which decides whether the project should progress further. Further Investment
Committee approval is required at the commercial development stage. The implementation phase is the point at
which the Group commits to the project and this requires a final approval from the Investment Committee or the
Board, depending on the amount of funding required.

The table below illustrates the approvals required for the Groups investments by reference to the size of the
investment:
Investment Size Approval Required

U.S.$300 million and below . . . . . . . . . . . . . . . . . Investment Committee

Above U.S.$300 million . . . . . . . . . . . . . . . . . . . . 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.

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 Once the Group has invested in a project, the degree of the Groups ongoing involvement will vary
significantly depending on the nature of the project concerned. In all cases, the progress of the project is
monitored by the responsible business unit which may report to the Investment Committee where necessary if,
for example, the approved parameters change materially, further investment becomes necessary or an exit is
considered. In the case of projects undertaken by joint ventures, the Group generally requires its approval as a
shareholder or joint venture partner to be obtained for all matters where it would have required Investment
Committee or Board approval had the project been undertaken solely by it.

FUNDING PRINCIPLES
The investment objectives of the Group do not require or prohibit the use of leverage or impose limits on the
amount of indebtedness that may be incurred in connection with any project or investment. The Group generally
employs a flexible funding strategy which depends on, among other things, the project or investment being
financed, the state of the financing markets and the execution timing of other transactions being undertaken by
the Group.

The Group requires funding at two levels. First, funds are raised by the Company itself which are then used
to finance the acquisition of new investments and to provide funds to its subsidiaries and joint ventures either in
the form of equity contributions or debt. The sources of financing available to the Company to date have been
equity contributions (including 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 years budget. Second, funds are raised at an individual
Group entity level to finance the entitys 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 Companys general policy is not to provide
guarantees of project-specific funding, although it has done so in limited circumstances. See Managements
Discussion and Analysis of Financial Condition and Results of Operations of the GroupAnalysis of Certain
Statement of Financial Position ItemsBorrowings.

The Company has not paid any dividends to its shareholder to date and no dividend policy has been set for
the future.

BUSINESS UNITS
Introduction
The Group currently has 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 Groups operations, there have been a number of changes in these
units over the Groups 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. The Groups business units do not correspond exactly with the reporting segments used for
accounting purposes and set out in note 6 to the 2010 Financial Statements. See Managements Discussion and
Analysis of Financial Condition and Results of Operations of the GroupSegmental Analysis.

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 The diagram below shows the Groups business units and their respective investment strategies; see
Relationship with the GovernmentAbu Dhabis Development Strategy.

Focused on developing a world leadership position in renewable

Mubadala Energy energy and on diversification in the oil and gas sector; in
particular hydrocarbon exploration and production
Focused on developing energy-linked industrial infrastructure
Mubadala Industry
(including public utilities) and basic industries, including aluminum
Focused on residential, commercial and retail real estate
Mubadala
developments and luxury hotels and resorts, both in
Real Estate & Hospitality
Abu Dhabi and internationally

Finance & Corporate Affairs

Focused on financing, building, owning and operating
Mubadala Infrastructure concession-based infrastructure within the Emirate, including
educational, healthcare and other facilities
Focused on establishing businesses in services-based sectors,
Mubadala Services Ventures such as leasing and financial services, maritime transportation
services, defence services and logistics services
Focused on creating an aerospace industry in Abu Dhabi and
Mubadala Aerospace bringing knowledge, technical expertise, skills and facilities
to the Emirate
Mubadala Information & Focused on establishing local information, communications
Communications and technology clusters and expanding Abu Dhabis international
Technology presence in the sector
Information, Focused on creating a vertically integrated network of healthcare
Mubadala Healthcare infrastructure in Abu Dhabi through establishing world-class
Technology facilities in partnership with international organizations
Focused on building a research-driven global alternative asset and
Mubadala Capital investment management platform and on implementing and managing
strategic investments outside the scope of other business units activities

Each of the business units is supported by the Companys Finance & Corporate Affairs unit, which
comprises the following teams: mergers and acquisitions; structured finance and capital markets; treasury; tax;
finance; human resources and administration; corporate support services; communications; enterprise technology
services; construction management services and the SPU. The mergers and acquisitions unit provides support to
the business units 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 units 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 units, 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 units, from the commencement
of a project through to delivery of the completed asset. The business units are also supported by the Companys
Legal & Compliance Unit.

In addition, following the contribution of ATIC to the Group by the Government, ATIC currently operates
outside the nine business unit structure.

Mubadala Energy
Following the Companys 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 Groups 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 Companys 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 units activities currently include operations in Qatar, Bahrain,

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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 participations in companies that are active in, the renewable energy, energy
efficiency, carbon reduction, carbon capture and storage, and other related technologies.

For the year ended 31 December 2010, 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 7,885.0 million and recorded a combined segment net
profit of AED 2,044.6 million. As at 31 December 2010, the two reporting segments had combined total assets of
AED 20,723.6 million, equal to 20.4 per cent. of the Groups total assets.

The table below shows certain information regarding the principal businesses within the Mubadala Energy
business unit as at 31 December 2010:
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, 100.0 Full consolidation
development 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 Groups interest in the jointly-controlled upstream assets in the Dolphin Project.
(2) Represents the Groups 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 Groups 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 Qatars 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 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

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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 is currently permitted to use is 2.2 billion SCF per day). The gas processing plant at
Ras Laffan includes four parallel gas treatment lines, a sulphur recovery unit and two parallel condensate
stabilisation lines. Once the dry gas reaches the Taweelah receiving facilities in Abu Dhabi, it is then distributed
by Dolphin Energy to its customers in Abu Dhabi, Dubai, the Northern Emirates and Oman through a gas
distribution network (portions of which are leased from ADNOC). In addition to its existing gas distribution
facilities, Dolphin Energy is also constructing a gas pipeline from Taweelah to the Emirate of Fujairah in order to
give flexibility to increase the gas volume delivered to the Fujairah region.

The main customers for the dry gas are the Abu Dhabi Water and Electricity Company (ADWEC), the
Dubai Supply Authority (DUSUP) and the Oman Oil Company (OOC). Among them, ADWEC, DUSUP and
OOC have 25-year fixed price contracts in place with Dolphin Energy for the supply of approximately
1,859 million SCF of gas per day in aggregate. The remaining gas (approximately 130 million SCF per day) is
sold at market-related prices to UAE utilities (including DUSUP) pursuant to short-term interruptible gas supply
agreements.

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 Managements Discussion and Analysis of Financial Condition and Results of Operations of
the GroupAnalysis of Certain Statement of Financial Position ItemsBorrowings.

Dolphin Energys right to own and operate the Export Pipeline that is located within Qatars 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 Energys shareholders and then
existing lenders, asserted certain maritime claims in relation to a maritime area in which part of the Export
Pipeline is situated. In response to these assertions, the UAE Government at that time confirmed in writing to the
recipients of such correspondence that decision-making authority in respect of the Export Pipeline and the
maritime area through which it runs rests exclusively with the UAE and Qatar. Dolphin Energy has confirmed
that, to its knowledge, there were no further developments in respect of these claims.

In mid-June 2009, Dolphin Energy and its shareholders were informed by the General Secretary of the
Permanent Boundaries Committee of the UAE that the KSA Government and the Qatar Government on 5 July
2008 signed Joint Minutes pursuant to which Qatar purported to grant to the KSA, from within Qatars 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 FactorsFactors that may Affect the Guarantors Ability to Fulfil its Obligations under the Guarantee
Risks Relating to the Group and its StrategyThe 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

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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. When acquired, Pearl had participating interests in 24 licence areas and had
production-sharing contracts covering a gross acreage of approximately 135,000 square kilometres in Thailand,
Indonesia, Vietnam and the Philippines, with proven and probable (2P) working interest oil reserves of
approximately 27.4 million barrels. As at 31 December 2010, Pearls 2P working interest reserves were
approximately 33.6 million barrels.

Since its acquisition, Pearl has acquired five new licence areas, one in each of Vietnam and Malaysia and
three in Thailand. In addition, Pearl has relinquished one operated licence area in Thailand and, through a
competitive sale process, has disposed of four non-operated licence areas in Indonesia. Pearl is the operator of 21
of its 24 licence areas. Pearls net production as at 31 March 2011 was approximately 18,000 barrels of oil per
day (bopd) primarily from the Jasmine offshore field in the Gulf of Thailand and its revenues are derived
principally from the sale of oil and gas produced by 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 7901,600 metres. Five production platforms feed crude oil to a floating
production, storage and offloading vessel for export by shuttle tanker.

Continued exploration activities by Pearl in South East Asia resulted in eight discoveries in Thailand and
one in Vietnam during 2009, and appraisal programmes are now in place to determine the size of the oil reserves
discovered there. No new discoveries were made in 2010.

In 2008, the Group recorded an AED 3,292.7 million impairment loss principally relating to its re-appraisal
of the value of Pearls 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 Managements Discussion and Analysis of
Financial Condition and Results of Operations of the GroupResults of OperationsComparison of 2010, 2009
and 2008Impairment 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 at the end of 2012.

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.

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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 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.

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 (HabibaBlock 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 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. Additional assessment and further
exploration will be required to evaluate the reserves and oil and gas bearing potential of the discovery.

Masdar
The Masdar Project aims to support and capitalise on the Governments pledge that seven per cent. of Abu
Dhabis 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 year ended 31 December 2010, the Renewable Energy reporting segment (which principally
comprises Masdar and the Masdar Project) generated segment operating income of AED 418.8 million and
recorded a segment loss of AED 847.4 million. As at 31 December 2010, the Renewable Energy reporting
segment had total assets of AED 7,976.6 million equal to approximately 7.9 per cent. of the Groups total assets.

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 Masdar operates through its business units: Masdar City; Masdar Power; Masdar Carbon; and two recently
established units, Venture Capital, Technology and Strategic Partnerships; and City Zone. 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 Emirates 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 year ended 31 December 2010, the Industry reporting segment (which corresponds to the Mubadala
Industry business unit) generated a segment operating loss of AED 14.1 million and recorded a segment loss of
AED 72.1 million. As at 31 December 2010, the Industry reporting segment had total assets of AED
3,686.1 million, equal to approximately 3.6 per cent. of the Groups total assets.

The table below shows certain information regarding the principal businesses within the Mubadala Industry
business unit as at 31 December 2010:
Percentage Accounting
Name Description Ownership Treatment
EMAL . . . . . . . . . . . . . . . . . . . . Aluminium smelter 50.0 Equity method
SMN . . . . . . . . . . . . . . . . . . . . . Independent power and water production 47.5 Equity method
Azaliya . . . . . . . . . . . . . . . . . . . Water production and waste water 49.0 Equity method
collection and treatment
Tabreed . . . . . . . . . . . . . . . . . . . District cooling company 15.8(1) Available for sale
SKH . . . . . . . . . . . . . . . . . . . . . . Power production 25.0 Equity method
(1) Since 31 December 2010, the Group has participated in a significant restructuring of Tabreed that is increasing its equity ownership. 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 Power Holding Company S.A.O.C. (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 (Socit par actions simplifie) (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 15.8 per cent. shareholding (which is in the process of being increased to 25.7 per
cent.) 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 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. The
project has the potential to expand to its second phase, which would be expected to increase the initial aluminium
production capacity to up to 1.3 million tonnes per year and the power plant capacity to up to 3,500 megawatts.
EMAL is conducting a detailed front-end engineering and design (FEED) study into the second phase of the
project, although no decision has yet been taken whether to develop the second phase.

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

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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 mid-July 2011, 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 and at
completion the equity bridge facility is expected to be repaid by EMAL with the proceeds of the equity funding
by the Company and DUBAL, together with pre-Phase I financial completion operating cash flow.

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 plants
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 plants 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 are required to dispose of part of their shareholding in SMN by way
of an initial public offering of shares in that company. The offering is currently planned for late 2011.

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 31 December 2010,
Azaliya had nine operating contracts serving more than six 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 49 plants across the GCC. Tabreeds
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 Tabreeds 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 (which
is expected to occur in April 2011), the Company will own 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

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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 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 355.2 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 GovernmentAbu Dhabis Development StrategyUrban Framework Plans for a
brief overview of the Abu Dhabi Urban Framework Plan.

In the real estate sector, the business units strategy is to develop its current residential, commercial and
retail projects in accordance with the units 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 Groups 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 units strategy is to develop and own luxury hotels and resorts in Abu
Dhabi, in furtherance of the Emirates strategy of becoming one of the worlds leading luxury travel destinations.
The unit currently intends to develop and own approximately three luxury hotels and resorts in Abu Dhabi over
the next five years. In addition, it also plans to assist the Viceroy Hotel Group (formerly KOR Hotel Group), in
which it holds a 50.0 per cent. interest, to grow its international portfolio of hotels under management.

The Mubadala Real Estate & Hospitality business unit benefits from the Groups 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 CapitalOther Investments.

For the year ended 31 December 2010, the Mubadala Real Estate & Hospitality reporting segment (which
corresponds to the Mubadala Real Estate & Hospitality business unit) generated a segment operating loss of AED
541.0 million and recorded a segment loss of AED 806.4 million. As at 31 December 2010, the Mubadala Real
Estate & Hospitality reporting segment had total assets of AED 12,359.4 million, equal to approximately 12.2 per
cent. of the Groups total assets.

The table below shows certain information regarding the principal joint ventures within the Mubadala Real
Estate & Hospitality business unit as at 31 December 2010:
Percentage Consolidation
Name Description Ownership Method
John Buck International . . . . . . . . . . . . . . . Real estate development, leasing and 51.0(1) Equity method
management services
Capitala . . . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate master planner and developer 51.0 Equity method
Viceroy Hotel Management LLC . . . . . . . . Hotel management 50.0 Equity method
(1) Since 31 December 2010, the Group has agreed to acquire the 49 per cent. shareholding in John Buck International which it does not
already own. See Principal Real Estate ProjectsJohn Buck International.

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Principal Real Estate Projects
The business unit seeks to undertake real estate projects as land owner and investor and employs a team of
approximately 50 professionals including architects, designers, engineers and project managers to manage its
projects and supervise any consultants engaged by the business unit. These consultants include providers of
development management services and design, engineering, construction and other professional services. While
the Group assumes the principal development risks on the projects in which it is the equity investor, the principal
construction risks are generally assumed by the contractor. The Group funds the business units 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 March 2011, the Group agreed to purchase the remaining 49.0 per
cent. shareholding of John Buck in John Buck International which, when completed, will make John
Buck International a wholly-owned Group company.
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 Groups principal ongoing real estate and hospitality projects and investments in Abu Dhabi are the
Sowwah Island, Sowwah Square, Arzanah, MGM Grand Abu Dhabi, 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 5.7 billion project which is being developed by the Group through John Buck International. The Group
plans to lease the office space to tenants under five- to 15-year leases, a number of which have already been
entered into with the first tenancies expected to commence during April 2011. Construction of Sowwah Square
commenced in the second half of 2007 and the first components of the project were completed in March 2011.

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 as well as rights of usufruct (or musataha) over the
underlying land.

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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 VenturesFinancial ServicesAbu 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 partially drawn.

Principal Hospitality Projects

Viceroy Hotel Group
In July 2008, the Group acquired a 50.0 per cent. interest in the Los Angeles-based Viceroy Hotel Group, an
operator of luxury hotels and resorts under the Viceroy and The TIDES brands. The Viceroy Hotel Group
specialises in high-end boutique hotels in selected destinations in North America, Mexico and the Caribbean. The
Group intends to assist the Viceroy Hotel Group as it expands over the next five years, with a view to adding key
flagship locations, including in the Maldives. The Groups 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 Groups 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.

MGM Grand Abu Dhabi

A significant initiative supporting Abu Dhabis plans to become a world-class tourism destination is the
development of the MGM Grand Abu Dhabi, the centrepiece of the Mina Zayed development, an urban
waterfront redevelopment comprising leisure and entertainment facilities. The Group has engaged MGM Mirage
to provide development management services for the project. The scope and timing of the project are currently
being reviewed.

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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 200 rooms and 125 residences. Construction is expected to commence in mid-2011 and to
be completed towards the end of 2013.

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 Company holds a 51.0 per cent. stake, focuses on interior design services, interior
construction and fit-out services and furniture sales and plans to open interior design and furnishings stores,
targeting the UAEs 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, 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 units 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 Visions plans to develop and promote the education, healthcare and transportation sectors in
Abu Dhabi.

The business units 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 Groups 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 year ended 31 December 2010, the Infrastructure reporting segment (which corresponds to the
Mubadala Infrastructure business unit) generated segment operating income of AED 3,240.5 million and
recorded a segment profit of AED 326.5 million. As at 31 December 2010, the Infrastructure reporting segment
had total assets of AED 8,408.4 million, equal to approximately 8.3 per cent. of the Groups total assets.

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 The table below shows certain information regarding the principal businesses within the Mubadala
Infrastructure business unit as at 31 December 2010:
Percentage Accounting
Name Description Ownership Treatment

Al Hikma . . . . . . . . . . . . . . . . . . . . . . UAE University campus development 100.0 Full consolidation

Manhal . . . . . . . . . . . . . . . . . . . . . . . Sorbonne University campus development 100.0 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. It is anticipated that the
new campus will be capable of accommodating 15,000 undergraduate and graduate students as well as related
faculty and support staff. Financial close, which involved the signing of financing documentation and project
contracts in addition to the satisfaction of certain conditions precedent, was achieved in April 2007, at which
time U.S.$410 million of debt (representing approximately 86 per cent. of the required funding) was secured
from a syndicate of international and regional banks to fund the project, with the remaining portion of the
funding provided by the Group as equity. Al Hikma, a wholly-owned subsidiary of the Company, was created to
manage the project on a build, own, operate and transfer basis. The new campus is being developed in four
separate phases. Al Hikma contracted with Oger Abu Dhabi LLC to construct all four phases of the campus and
agreed in March 2010 to amend the original agreement to omit construction of the fourth phase. Subsequently,
construction of the fourth phase was awarded in April 2010 to a third party, Al-Futtaim Carillion (Abu Dhabi)
LLC. Al Hikma has also contracted with Khadamat Facilities Management Company LLC, a joint venture
between the Group and Serco Holdings Ltd., to operate the facility. Construction commenced in December 2006
and the full campus is scheduled to be completed in the third quarter of 2011. Handover of the first two phases
took place on 30 June 2009 and handover of the third phase took place in December 2010. The project is
expected to require total funding of AED 2.2 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
has been planned to contain academic buildings, recreation facilities and limited residential accommodation to
cater for 2,000 students as well as related faculty and support staff. Manhal, a wholly-owned subsidiary of the
Company 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. Manhal has
contracted with an unincorporated joint venture between Al Habtoor Engineering Enterprises LLC and Murray &
Roberts Contractors (Abu Dhabi) LLC to construct the campus, and with John Buck International to operate the
facility. The new campus 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 has been planned to contain academic buildings, recreation facilities and limited residential
accommodation to cater for 6,000 students as well as related faculty and support staff. Commercial close (where
project contracts are entered into prior to financial close) was achieved in December 2008, and the Group has
contracted with an unincorporated joint venture between Al Habtoor Engineering Enterprises LLC and Murray &
Roberts Contractors (Abu Dhabi) LLC to construct the campus and with John Buck International to operate the
facility. Financial close occurred in November 2009 and the project has been funded with a combination of
senior debt (including an Islamic tranche) and mezzanine debt from banks aggregating approximately U.S.$1
billion, with the remaining portion of the required funding provided by the Group as equity. Al Maqsed, a

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wholly-owned subsidiary of the Company, was established to manage the project on a build, own, operate and
transfer basis. The new campus is scheduled to be developed in a single phase. Construction commenced in
November 2008 and the full campus is scheduled to be completed in the third quarter of 2011. The project is
expected to require total funding of AED 4.1 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.

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 Dhabis 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 units 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 units 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 year ended 31 December 2010, the Services Ventures reporting segment (which corresponds to the
Mubadala Services Ventures business unit) generated segment operating income of AED 369.7 million and
recorded a segment profit of AED 35.1 million. As at 31 December 2010, the Services Ventures reporting
segment had total assets of AED 1,996.4 million, equal to approximately 2.0 per cent. of the Groups total assets.

The table below shows certain information regarding the principal investments held by the Mubadala
Services Ventures business unit as at 31 December 2010:
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 management company 50.0 Equity method
Abu Dhabi Terminals . . . . . . . . . . . . Port terminal operator 33.3 Equity method
Eships . . . . . . . . . . . . . . . . . . . . . . . .Ship investment and operating company 50.0 Equity method
LeasePlan Emirates . . . . . . . . . . . . . . Fleet management and vehicle leasing 51.0 Equity method
Agility Abu Dhabi . . . . . . . . . . . . . . Logistics 36.5 Equity method
Al Taif. . . . . . . . . . . . . . . . . . . . . . . .Maintenance, repair and overhaul services
for heavy tracked and wheeled vehicles 100.0 Full consolidation
Bayanat . . . . . . . . . . . . . . . . . . . . . . . Mapping and surveying 100.0 Full consolidation

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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 all of TDICs 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.

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.

Transportation and Logistics

Abu Dhabi Terminals
Abu Dhabi Terminals is Abu Dhabis 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

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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. Eships currently owns
(wholly or partially), operates or commercially controls a total of 23 vessels, including nine chemical product
tankers, four medium range tankers, eight bulk carriers and two small-sized 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 major oil companies such as Total, Shell, BP and Statoil.
Eships has secured a contract from EMAL to transport approximately one million tons of alumina annually from
Australia to the UAE, which commenced in January 2010 for a period of three years. In addition, an Eships
subsidiary has signed two long-term contracts with Emirates Steel Industries to transport certain of its raw
materials from Brazil and Canada to the UAE. Eships plans to continue to grow its fleet in the chemical and dry
bulk segments and has purchased one second hand medium range tanker for delivery in April 2011. 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 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 third quarter of 2011. Agility Abu Dhabi is planning to increase its fleet, which
comprised 168 trailers as at 31 December 2010, and 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.

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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 projects with a primary focus on
creating an aviation and aerospace industry in Abu Dhabi by bringing aerospace-related technologies and
facilities to Abu Dhabi. 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 Groups
strategy. The Mubadala Aerospace business units strategy also includes the training of UAE nationals to manage
and lead Abu Dhabis aerospace industries. 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.

For the year ended 31 December 2010, the Aerospace reporting segment (which corresponds to the
Mubadala Aerospace business unit) generated segment operating income of AED 5,239.8 million and recorded a
segment loss of AED 240.0 million. As at 31 December 2010, the Aerospace reporting segment had total assets
of AED 11,060.2 million, equal to approximately 10.9 per cent. of the Groups total assets.

The table below shows certain information regarding the principal businesses within the Mubadala
Aerospace business unit as at 31 December 2010:

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 leasing 100.0 Full consolidation
AMMROC . . . . . . . . . . . . . . Military aviation MRO services 60.0(1) 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 manufacturer 31.5 Equity method
(1) Reflects the Groups beneficial ownership at 31 December 2010.

The Aviation MRO Network

The Groups 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 ADATs 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 Groups
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

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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 will focus initially 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. Together SR Technics, ADAT, Sanad and AMMROC form the
core of the Mubadala Aerospace business units aviation MRO network.

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, the TUI Group,
Thomas Cook, Edelweiss Air, Condor, Air Caraibes and Air Europa. 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 750 aircraft and operates more than 330,000 square metres of
aviation MRO facilities, with principal hangars at Zurich airport. In addition, SR Technics has operated a
two-bay hanger at Malta Airport since September 2010. 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 Managements Discussion and Analysis of Financial
Condition and Results of Operations of the GroupResults of OperationsComparison of 2010, 2009 and
2008Impairment 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 Groups 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.

ADATs 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 new three-bay A380 size hangar
expected to be fully operational by the end of the second quarter of 2011. 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,
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 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 GEs MRO network of On-Wing Support service providers, primarily focused on the GE90 (and

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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.

Also in 2010, the Group further expanded its relationship with OEMs by announcing partnerships with
component makers Hamilton Sundstrand Corporation and Honeywell International S.A.R.L. These partnerships
are intended to allow ADAT to expand its maintenance capabilities to cover avionics and mechanical
components. The full terms of each of these arrangements are currently being negotiated. No assurance can be
given that the negotiations will result in commercial agreement between the parties.

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 Groups establishment of a vertically integrated aerospace business.

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 Armed Forces fixed and rotary wing platforms. AMMROC is expected to enhance fleet readiness and
meet the growing demands of the UAE Armed Forces and the regional military. 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.

Aero Structures
The second pillar of the Mubadala Aerospace business units 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 named Strata Manufacturing PJSC (Strata). The Mubadala Aerospace
business unit seeks to leverage its and the Governments close relationships with leading OEMs, including in
particular the European Aeronautic Defence and Space Company N.V. (EADS), in developing Stratas 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 Stratas 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 over the five years to 2015 with a currently envisaged total
investment in excess of U.S.$500 million.

Supported by Abu Dhabis 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. Stratas 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.

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 Strata currently employs 371 people and aims to grow significantly in 2011. 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 units 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 Groups 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. Horizons 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 units 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 Groups
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 companys 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 Groups stake in the company to 31.5 per cent. The Groups 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 Managements Discussion and Analysis of Financial
Condition and Results of Operations of the GroupResults of OperationsComparison of 2010, 2009 and
2008Impairment Losses. Piaggio Aero is currently undergoing a restructuring process with the goal of
returning the company to profitability by 2012. Piaggio Aeros 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 Dhabis economy by bringing industry-leading facilities to Abu Dhabi and
enhancing local expertise. Its objective is to establish a local technology footprint with a strong presence in the
telecommunications industry, and potentially expand further its international presence in the sector. This is being
achieved in part through joint ventures and collaborative agreements with leading technology companies such as
HP Enterprise Services (a Hewlett-Packard subsidiary) (HPES) and Emirates Telecommunications Corporation
PJSC (Etisalat), one of the largest integrated telecommunications companies in the UAE.

The business units strategy is to engage in business opportunities that complement the Companys 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.

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 For the year ended 31 December 2010, the Information & Communications Technology reporting segment
(which corresponds to the Mubadala Information & Communications Technology business unit) generated a
segment operating loss of AED 270.4 million and recorded a segment loss of AED 509.6 million. As at
31 December 2010, the Information & Communications Technology reporting segment had total assets of AED
11,662.5 million, equal to approximately 11.5 per cent. of the Groups 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.
Yahsats 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. The first two Yahsat
satellites, Yahsat 1A and Yahsat 1B, are scheduled to be launched before the end of 2011.

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 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. Injazats 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. By
the end of 2010, du had more than 4.3 million subscribers, a market share of approximately 39 per cent. based on
UAE Telecommunications Regulatory Authority statistics for 2010. In April 2010, du announced an AED 1
billion rights issue, which was approved by the companys 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 Coperatief

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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 as Nigerias fifth mobile operator and
recorded a subscriber base in excess of 6.8 million subscribers at 31 December 2010. 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 units revenues is insurance-based or
sourced from Government contracts. The Group intends to leverage its healthcare network by encouraging cross-
referrals within the network as well as encouraging efficiencies through the deployment of common back office
operations.

For the year ended 31 December 2010, the Healthcare reporting segment (which corresponds to the
Mubadala Healthcare business unit) generated operating income of AED 323.0 million and recorded a segment
profit of AED 20.5 million. As at 31 December 2010, the Healthcare reporting segment had total assets of AED
968.5 million, equal to approximately 1.0 per cent. of the Groups total assets.

The table below shows certain information regarding the principal businesses within the Mubadala
Healthcare business unit as at 31 December 2010:
Percentage Accounting
Name Description Ownership Treatment

Specialist Diabetes Treatment &

Research Centre LLC . . . . . . . . . . Specialty centre for diabetes 100.0 Full consolidation
Abu Dhabi Knee & Sports
Medicine Centre LLC . . . . . . . . . . Knee and sports injury centre 100.0 Full consolidation

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 is being developed in Al Ain and is expected to be operational by the end of 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.

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Other Projects
The Mubadala Healthcare business unit is undertaking 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 Companys 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 is being established in Dubai and is anticipated to
commence operations in 2011.

Also scheduled to open in Abu Dhabi in mid-2011 is the second and final phase of the National Reference
Laboratory, developed in partnership with Laboratory Corporation of America Holdings, which is intended to
provide centralised facilities for laboratory testing for hospitals and other healthcare facilities in Abu Dhabi and
the UAE. 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 be completed at the end of
2012. 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 and in which the Group has no equity interest, see
Relationship with the GovernmentRelationship with the Government.

Mubadala Capital
The Mubadala Capital business units 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, Mubadalas investment
in GE stock and the Groups 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 units 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 year ended 31 December 2010, the Corporate/Acquisitions reporting segment (of which Mubadala
Capital forms a significant part) generated segment operating income of AED 1,381.8 million and recorded a
segment profit of AED 329.1 million. As at 31 December 2010, the Corporate/Acquisitions reporting segment
had total assets of AED 30,598.6 million, equal to approximately 30.2 per cent. of the Groups total assets.

The table below shows certain information regarding the principal businesses within the Mubadala Capital
business unit as at 31 December 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 Capitals existing global

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origination platform; and building a Middle East & Africa platform with select focus areas aligned to both
partners capabilities and regional presence. Ron Herman, who has been a GE employee for 26 years, most
recently as Chief Executive Officer of Equity, is chief executive officer of Mubadala GE Capital.

AMD
As of 31 December 2010, 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.$1,161.2 million at 31 December 2010. 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 Groups business units. The Groups
principal other investments (which were not held in any of the other business units) as of 31 December 2010
include:
a 0.72 per cent. shareholding in GE valued at U.S.$1,407.7 million as of 31 December 2010. 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 UnitsMubadala AerospaceThe Aviation MRO NetworkADAT 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 GEs 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 31 December 2010, in Carlyle, a
leading U.S.-based private equity company with approximately U.S.$97.7 billion in assets under
management committed to 76 funds at 30 September 2010 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 that will convert into Carlyle shares upon the occurrence of
certain events. In addition, the Group has also agreed to invest up to U.S.$600 million in funds
managed by Carlyle;
an 18.9 per cent. shareholding, valued at U.S.$304.5 million as of 31 December 2010, in Aldar
(approximately 492.7 million shares), a leading property development company in Abu Dhabi. In
addition, as of 31 December 2010, the Group held securities issued by Aldar which were convertible
into approximately 303.7 million shares of Aldar. In January 2011, the convertible bonds issued to the
Company by Aldar in 2008 were converted, which resulted in the Company increasing its shareholding
in Aldar to 27.7 per cent. On 3 March 2011, the Company also 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 will significantly increase the Companys shareholding in Aldar;
an investment in convertible debt instruments, valued at U.S.$157.4 million as of 31 December 2010,
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;
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;
an investment, valued at U.S.$107.4 million as of 31 December 2010, into funds 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

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 a 1.2 per cent. shareholding, valued at U.S.$83.8 million as of 31 December 2010, in First Gulf Bank.
In addition, at 31 December 2010, the Group held convertible securities issued by First Gulf Bank
which were converted in February 2011 into approximately 59.0 million shares of First Gulf Bank,
increasing the Groups shareholding to 5.3 per cent.
In addition to the investments listed above, in January 2011, the Company committed U.S.$103.2 million to
the Related Real Estate Recovery Fund, which is managed by The Related Companies. As a result of the
Companys 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.

THE MASDAR PROJECT

The Masdar Project is being undertaken by Masdar and comprises a range of initiatives being carried out
through Masdars five business units: Masdar City; City Zone; Venture Capital, Technology and Strategic
Partnerships; Masdar Power; and Masdar Carbon. Masdar also operates the Masdar Institute of Science &
Technology, each of which is further described below.

Property DevelopmentMasdar 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 plan is for Masdar to retain
ownership of all developments and rent land and/or buildings to commercial tenants and their employees. 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 Masdars 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 Masdars 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 2015 and is expected to cost approximately
U.S.$4 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 several commercial office buildings and accommodation which have been fully pre-let to a
number of tenants with both projects scheduled for completion in 2012. In addition, design 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.

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 The plan for Masdar Citys 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 is currently negotiating
a power purchase agreement with ADWEC for the plants output with the necessary subsidy for the green tariff
to be approved by the Executive Council.

City Zone
In order to more effectively manage the Masdar Project, in early 2011 Masdar created a new business unit
called City Zone. City Zone will focus on free zone operations, facilities management and, in particular, business
development including attracting new tenants while the Property Development business unit will focus on the
planning and development of the real estate and infrastructure assets for Masdar City.

Venture Capital, Technology and Strategic Partnerships

The mandate of 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 Masdars 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

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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.

Masdar Power
Masdar Power has assumed responsibility for the former Industries business units 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 Masdars Industries business unit, Masdar Power has taken over the responsibility
for this units 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

Masdars Power unit also invests in large-scale, capital-intensive energy projects.

In Abu Dhabi, supporting the goal of obtaining seven per cent. of the Emirates 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 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.

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 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 worlds 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 17 megawatt central 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 is expected to commence in April 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 per year 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 below 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 Carbons 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. Masdars 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 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 StorageAbu Dhabi CCS Network

Masdar Carbon is developing a carbon capture and storage (CCS) project. It is anticipated that construction
of this 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 in the second quarter of 2011. The CO2 from the plant will be transported through a pipeline
network and injected into Abu Dhabis 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

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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, including the Tokyo Institute of
Technology and the University of Waterloo in Canada. The Government is responsible for funding the operations
of the Masdar Institute, which is a wholly-owned subsidiary of Masdar.

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 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. ATICs initial focus is the semiconductor
industry.

ATICs 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. ATICs Investment and Strategy Unit has made the significant acquisitions of
GLOBALFOUNDRIES and Chartered Semiconductor, and also made two venture capital investments in early-
stage technology companies in 2010. ATICs Portfolio Management Unit spends a considerable amount of its
time overseeing ATICs investment in GLOBALFOUNDRIES. ATICs Abu Dhabi Ecosystem Unit works
closely with local authorities, regulators, government agencies and sister companies to insure that the Emirate of
Abu Dhabi is enabled to provide for 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.

ATICs principal investment is GLOBALFOUNDRIES which is described further below.

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 during 2009 and 2010, on a fully converted to
ordinary shares basis, AMD owns approximately 14 per cent. of GLOBALFOUNDRIES and ATIC
approximately 86 per cent. ATIC expects to continue to make significant additional equity investments in
GLOBALFOUNDRIES in order to allow GLOBALFOUNDRIES to increase its manufacturing capacity to meet
customer demand. As a result of these additional investments, ATIC expects to own more than 90 per cent. of
GLOBALFOUNDRIES by the end of 2011 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

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entitled to appoint one out of nine directors of GLOBALFOUNDRIES, with ATIC appointing the remainder.
Subject to certain exceptions set out in the Shareholders Agreement, AMDs right to designate one director of
GLOBALFOUNDRIES will continue for at least two years following the date on which AMDs ownership in
GLOBALFOUNDRIES, on a fully converted to ordinary shares basis, falls below 10 per cent., the point at which
AMD previously lost the right to make such designation. 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 although this is expected to have been substantially achieved by the end of
2011. 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 from GLOBALFOUNDRIES on a cost-plus basis. For 2011 and 2012 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 AMDs 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 compound semiconductors. The entire manufacturing process, from start to packaged chips ready
for shipment, 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 is headquartered in Californias 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 2.2 million
300mm wafers and 2.0 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 worlds largest
semiconductor foundries by revenues (which were U.S.$3.5 billion in 2010). GLOBALFOUNDRIES has more
than 125 customers worldwide, of which AMD is the most significant accounting for approximately 35 per cent.
of its revenue in 2010, and its customers include many of the worlds 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;
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;

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 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 ATIC Financial ReviewCapital 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 has received grants and subsidies from various agencies of the governments of New
York, Saxony and Singapore as well as the European Union. In 2009 and 2010, U.S.$56 million and U.S.$446
million, respectively, of such grants and subsidies were disbursed 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 and the European Union, the amounts available
under government grants relate to part of the capital investment and research and development expenses for
specifically defined projects, such as the capacity extensions at GLOBALFOUNDRIES Dresden-based fab. In
addition, these subsidies relate to part of the 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 part of the depreciation expenses arising from its research and development
related capital expenditure and for certain materials, training and staffing costs associated with certain of its
process technology development and staff training programmes at GLOBALFOUNDRIES Singapore based
fabs.

COMPETITION
The Groups principal objective is to act as a business development and investment company to lead Abu
Dhabis 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 Governments 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 Groups 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 Groups activities offers a level of protection against the adverse effects of
one or more of its projects or investments facing significant competition in their sphere of operations.

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

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

The Groups IT infrastructure is implemented and maintained by Injazat, one of the Groups portfolio
companies. See Business UnitsMubadala Information & Communications TechnologyInjazat.

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PROPERTY
In addition to the properties owned by the Group and described above, the Groups 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.

Currently, the Group is in the process of developing environmental management procedures at its Abu
Dhabi Headquarters, where a waste recycling system has already been introduced and a Group level Health,
Safety and Environment policy.

Environmental sustainability is both a goal and business strategy of the Group. Its cornerstone
environmental and energy investment is the Masdar Project, a multi-billion dollar strategic initiative, which
intends to develop sustainable renewable energy solutions, diversify Abu Dhabis economy and enhance Abu
Dhabis human capital. See The Masdar Project.

As at the date of this Base Prospectus, no material environmental claims have been made or asserted against
the Group.

COMMUNITY
The Group takes its responsibilities as a corporate citizen seriously. As part of its mandate to benefit society,
the Group has instituted a corporate social responsibility (CSR) programme and supports a variety of educational
and cultural projects in Abu Dhabi and elsewhere in the UAE.

The Group is a significant contributor to the Emirates Foundation, a charitable foundation established to
foster a philanthropic culture of public-private partnerships in the UAE and to develop and support community
activities in education, research and development, arts and culture and social and environmental development.
The Group may make additional donations to the Emirates Foundation in the future.

Through the Emirates Foundation, the Group supports two projects under the Tawteen initiative, which
seeks to break down social and cultural obstacles to self-development and access to skills by under represented
groups. The first project focuses on career guidance counselling. The second project targets vocational
awareness.

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 MANAGEMENT AND EMPLOYEES

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 is in the process of being renewed.

The Board currently comprises the seven directors listed below:

Name Title Term Expires

His Highness Sheikh Mohamed bin Zayed Al Nahyan . . . Chairman 2011

Mohammed Ahmed Al Bowardi . . . . . . . . . . . . . . . . . . . . Vice Chairman 2011
Hamad Al Hurr Al Suwaidi . . . . . . . . . . . . . . . . . . . . . . . . Board Member 2011
Nasser Ahmed Khalifa Alsowaidi . . . . . . . . . . . . . . . . . . . Board Member 2011
Ahmed Ali Al Sayegh . . . . . . . . . . . . . . . . . . . . . . . . . . . . Board Member 2011
Mohamed Saif Al Mazrouei . . . . . . . . . . . . . . . . . . . . . . . . Board Member 2011
Khaldoon Khalifa Al Mubarak . . . . . . . . . . . . . . . . . . . . . . CEO and Managing Director 2011

The Articles require that at least four Board meetings should be held in each year. In practice, Board
meetings are generally held at least six times a year. The quorum at each meeting is a majority in number of the
directors. The Articles provide that the Board shall have all the powers and authorities generally granted by law
to shareholders of public joint stock companies and, without limitation, that the Board can borrow money, charge
the Companys 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 Groups 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 Companys 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 Bowardis 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 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.

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Hamad Al Hurr Al Suwaidi
Mr Al Suwaidis principal responsibilities outside the Company are Chairman of the Abu Dhabi Department
of Finance, Chairman of TAQA and board member of ADIA, ADWEA and IPIC. 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 Alsowaidis 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, Vice Chairman of Aldar, 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.

Ahmed Ali Al Sayegh

Mr Al Sayeghs principal responsibilities outside the Company are Chairman of Aldar, Chief Executive
Officer of Dolphin Energy, Chairman of Masdar and board member of a number of private and governmental
associations including the UAE Offsets Programme Bureau, ADWEA, Etihad, First Gulf Bank PJSC, Abu Dhabi
National Insurance Company (ADNIC), the Abu Dhabi Tourism Authority and Abu Dhabi Media Company. In
addition, Mr Al Sayegh is a member of the board of trustees of Abu Dhabi University and Vice Chairman of the
Emirates Wildlife Society.

Mr Al Sayegh holds a degree in Economics and Finance from Lewis & Clark College, U.S.A.

Mohamed Saif Al Mazrouei

Mr Al Mazroueis principal responsibilities outside the Company are board member of, and adviser to the
Chairman of, the UAE Offsets Program Bureau. He is also a board member of Dolphin Energy and ADWEA.

Mr Al Mazrouei holds a degree in Business Administration from the University of La Verne, U.S.A.

Khaldoon Khalifa Al Mubarak

Mr Al Mubaraks 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, Vice
Chairman of Aldar 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 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.

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 Companys business and
affairs pursuant to a power of attorney granted by the Chairman of the Board. In accordance with the Companys
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.

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 The members of the Companys 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
and Acquisitions
Moiz Chakkiwala . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Executive Director, Finance
Laurent Depolla . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Executive Director, Mubadala Services Ventures
Fatema Hafeez . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Associate Director, Human Resources and
Administration
Matthew Hurn . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Executive Director, Group Treasury
Ahmed Yahia Al Idrissi . . . . . . . . . . . . . . . . . . . . . . . . . . Executive Director, Mubadala Industry
Joe Ioculano . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Head of Internal Audit and Audit 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 Al Mehairi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Associate Director, Mubadala Infrastructure
Ajit Naidu . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chief Information Officer
Derek Rozycki . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Executive Director, Structured Finance & Capital
Markets
Homaid Al Shemmari . . . . . . . . . . . . . . . . . . . . . . . . . . . Executive Director, Mubadala Aerospace
Kate Triggs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Executive Director, Communications
Peter Wilding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Associate Director, Mubadala Real Estate
& Hospitality
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 Companys Chief Operating Officer and a member of the Investment Committee. His primary
responsibilities are to oversee the Companys operational and business development activities. Prior to joining
the Company, Waleed worked with the UAE Offsets Programme Bureau as a senior projects manager. He also
spent a number of years as a consultant at McKinsey & Company, advising on a range of industrial and
governmental projects.

Education: Bachelor of Science in Foreign Service from Georgetown University, Edmund A. Walsh School
of Foreign Service; Masters in Public Policy from Harvard University, both in the U.S.A.

Board Positions: Chairman of Yahsat, Mubadala Infrastructure Partners, ATIC and Cleveland Clinic Abu
Dhabi; Vice Chairman of Tabreed and Piaggio Aero; board member of AMD, 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 Companys Chief Financial Officer and a member of the Investment Committee. Carlos was
responsible for establishing the Companys 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.

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 Board Positions: Chairman of Mubadala GE Capital, John Buck International, Capitala and Viceroy Hotel
Group; Director of Cleveland Clinic Abu Dhabi, Mubadala Infrastructure Partners, Masdar, Injazat, Al Waha
Capital PJSC and Yahsat.

Samer Halawa
Samer is the Companys Chief Legal Counsel, in addition to being a member of the Investment Committee.
As Chief Legal Counsel, Samer is responsible for the Groups 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: Bachelors 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: Bachelors 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 and Abu Dhabi Spine Centre LLC, board member of Cleveland Clinic Abu
Dhabi, Agility Abu Dhabi, The Imperial College London Diabetes Centre and the Viceroy Hotel Group. In
addition, Suhail is also 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.

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 Lynchs investment banking team in New York where he
focused on mergers and acquisitions.

Education: Harvard Law School and John F. Kennedy School of Government, Harvard University; Edmund
A. Walsh School of Foreign Service, Georgetown University, both in the U.S.A.

Moiz Chakkiwala
Moiz is the 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; Director of Eships, Al Taif and Abu Dhabi
Finance.

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Fatema Hafeez
Fatema is the Associate Director, Human Resources and Administration.

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

Education: Master of Business Administration from the University of Hull, UK.

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 companys 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.

Ahmed Yahia Al Idrissi

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.

Board Positions: Director of SMN Barka Power Company SAOC, Al Rusail Power Company, EMAL,
Azaliya SAS and Guinea Aluminium.

Education: Bachelor of Science in Industrial Engineering from the Ecole Centrale Paris; Master of Science
in Mechanical Engineering from the Massachusetts Institute of Technology.

Joe Ioculano
Joe is the Companys Head of Internal Audit and Audit, Risk and Compliance Committee Secretary. As the
Head of Internal Audit, Joe is responsible for ensuring that the Companys 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 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: Board member of Masdar, GLOBALFOUNDRIES, Pearl, Spyker and MPSC.

196
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 Companys 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: Board member of Al Hikma, Khadamat Facilities Management Company LLC and
Manhal.

Ali Eid Al Mehairi

Ali is the Associate Director of the Mubadala Infrastructure business unit. His primary responsibilities are to
oversee the Companys operational and business development activities in the Infrastructure 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 Al Hikma, Khadamat Facilities Management LLC, Eships, Abu Dhabi
Finance; Director of Aldar, Emirates Palace PJSC and Abu Dhabi Health Services PJSC.

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.

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 Companys 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 Capitals Abu
Dhabi operations and later helped to manage the companys Gulf-based activities.

Education: Bachelor of Arts in Economics and Business Administration from the University of Vermont,
U.S.A.

Board Positions: Board member of LeasePlan Emirates LLC.

Homaid Al Shemmari
Homaid is the 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.

197
 Board Positions: Chairman of ADAT, AMMROC, Strata, Horizon, Abu Dhabi Autonomous Systems
Investment and ADSB; Board member of Piaggio Aero and Yahsat.

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 worlds 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.

Peter Wilding
Peter is the Associate Director of the Mubadala Real Estate & Hospitality business unit. His primary
responsibilities are to oversee the Companys operational and business development activities in the real estate
and hospitality sector. With a background in quantity surveying, engineering and development, Peter brings over
20 years of experience to the Company.

Before joining the Company, Peter was Deputy CEO of Capitala, where he was responsible for the day-to-
day management of that company and the development of its flagship real estate project, Arzanah.

Education: Peter holds a Bachelor degree in Building from the New South Wales Institute of Technology.

Board Positions: Chairman of Abu Dhabi Entertainment Company LLC; Board member of Global Capital,
John Buck International, Viceroy Hotel Group and Capitala.

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; Board member of du, EMTS, TwoFour54, ADSB, Abu Dhabi Ports
Company PJSC and ATIC.

REMUNERATION
The total remuneration paid to the Companys 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.

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 Groups corporate governance as well as 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 Companys business. The Board believes that effective
governance of the Company is primarily achieved through the delegation of certain of its authority for executive

198
management to the Investment Committee and to the CEO, subject to monitoring by the Board and the
limitations defined in the Companys Delegation of Authority.

The Boards governance mandate deals with its relationships with the Companys shareholder and executive
management, the conduct of the Boards affairs and the tasks and requirements of Board committees. The Board
also monitors the Companys focus and commitment to activities that promote its shareholders 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 Companys 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. 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 Companys Internal Audit function reports independently to the Audit, Risk and Compliance
Committee and is responsible for the objective assessment of the Companys internal controls, providing
improvement support to the Companys 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, Nasser Ahmed Khalifa Alsowaidi and Mohamed Saif
Al Mazrouei. 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 Companys 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 Companys compliance programme; and
compliance and performance of the Companys 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 Companys financial and non-financial strategy and for the
overall performance of the Company and for managing the Companys businesses, as defined by the Investment
Committee Charter.

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 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 Companys funds are invested in
accordance with the approved policies and procedures and in conformity with the Groups strategy and
business plan; and
discuss, agree and track the progress of the Companys strategy, policy, governance, compliance and
organisational issues.

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 Committees 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 U.S.$300 million. In
the case of investments over U.S.$300 million, 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 Companys 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 Committees 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 Companys objectives and which balances the interests of the Company and
its employees.

COMPLIANCE
The Company is committed to developing an effective 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 channels to report concerns (including anonymously) and manage compliance
investigations;
Training create training programmes and ensure employees are knowledgeable, aware and
committed to acting ethically and compliantly;
Communicating provide creative and comprehensive programmes to build awareness and
knowledge;
Evaluating assess compliance programme effectiveness and efficiency, and prepare compliance
performance and assessment reports for senior management and the Board; and
Relating build regulator and partner relationships and 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

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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. Such persons are required to complete
training as required and acknowledge their commitment to the Code annually. The Code is also applicable to
third parties such as contractors, consultants and partners who work with or represent the Company or a
subsidiary.

EMPLOYEES
As at 31 December 2010, the Company had 733 employees. This figure does not include employees of
subsidiaries, joint ventures or associates.

The number of employees by unit as at 31 December 2010 was as follows:

Department Number

Finance & Corporate Affairs . . . . . . . . . . . . . . . . . . . . . . . . . 289

Mubadala Energy (excluding Mubadala Oil & Gas) . . . . . . . 14
Mubadala Oil & Gas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
Mubadala Industry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Mubadala Real Estate & Hospitality . . . . . . . . . . . . . . . . . . . 49
Mubadala Infrastructure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Mubadala Services Ventures . . . . . . . . . . . . . . . . . . . . . . . . . 22
Mubadala Aerospace . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Mubadala Information & Communications Technology . . . . 16
Mubadala Healthcare . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Mubadala Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Internal Audit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Legal & Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
CEOs Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
COOs Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 733

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 employees 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.

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 BOOK-ENTRY CLEARANCE SYSTEMS

The information set out below is subject to any change in or reinterpretation of the rules, regulations and
procedures of DTC, Euroclear or Clearstream, Luxembourg (together, the Clearing Systems) currently in effect.
Investors wishing to use the facilities of any of the Clearing Systems are advised to confirm the continued
applicability of the rules, regulations and procedures of the relevant Clearing System. None of the Issuer, the
Guarantor nor any other party to the Agency Agreement will have any responsibility or liability for any aspect of
the records relating to, or payments made on account of, beneficial ownership interests in the Notes held through
the facilities of any Clearing System or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests. Information in this section has been derived from DTC, Euroclear and
Clearstream.

BOOK-ENTRY SYSTEMS
DTC
DTC has advised the Issuer that it is a limited purpose trust company organised under the New York
Banking Law, a member of the Federal Reserve System, a banking organisation within the meaning of the New
York Banking Law, a clearing corporation within the meaning of the New York Uniform Commercial Code
and a clearing agency registered pursuant to Section 17A of the Exchange Act. DTC holds securities that its
participants (Direct Participants) deposit with DTC. DTC also facilitates the settlement among Direct
Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic
computerised book-entry changes in Direct Participants accounts, thereby eliminating the need for physical
movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organisations. DTC is a wholly-owned subsidiary of The
Depository Trust & Clearing Corporation (DTCC). DTCC is the holding company for DTC, National Securities
Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies.
DTCC is owned by the users of its regulated subsidiaries. Access to the DTC System is also available to others
such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial
relationship with a Direct Participant, either directly or indirectly (Indirect Participants and, together with
Direct Participants, Participants). More information about DTC can be found at www.dtcc.com and
www.dtc.org.

Under the rules, regulations and procedures creating and affecting DTC and its operations (the DTC Rules),
DTC makes book-entry transfers of Registered Notes among Direct Participants on whose behalf it acts with
respect to Notes accepted into DTCs book-entry settlement system (DTC Notes) as described below and
receives and transmits distributions of principal and interest on DTC Notes. The DTC Rules are on file with the
Securities and Exchange Commission. Direct Participants and Indirect Participants with which beneficial owners
of DTC Notes (Owners) have accounts with respect to the DTC Notes similarly are required to make book-entry
transfers and receive and transmit such payments on behalf of their respective Owners. Accordingly, although
Owners who hold DTC Notes through Direct Participants or Indirect Participants will not possess Registered
Notes, the DTC Rules, by virtue of the requirements described above, provide a mechanism by which Direct
Participants will receive payments and will be able to transfer their interest in respect of the DTC Notes.

Purchases of DTC Notes under the DTC system must be made by or through Direct Participants, which will
receive a credit for the DTC Notes on DTCs records. The ownership interest of each actual purchaser of each
DTC Note (Beneficial Owner) is in turn to be recorded on the Direct and Indirect Participants records.
Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are
expected to receive written confirmations providing details of the transaction, as well as periodic statements of
their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the
transaction. Transfers of ownership interests in the DTC Notes are to be accomplished by entries made on the
books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates
representing their ownership interests in DTC Notes, except in the event that use of the book-entry system for the
DTC Notes is discontinued.

To facilitate subsequent transfers, all DTC Notes deposited by Participants with DTC are registered in the
name of DTCs partnership nominee, Cede & Co., or such other name as may be requested by an authorised
representative of DTC. The deposit of DTC Notes with DTC and their registration in the name of Cede & Co. or
such other DTC nominee effect no change in beneficial ownership. DTC has no knowledge of the actual
Beneficial Owners of the DTC Notes; DTCs records reflect only the identity of the Direct Participants to whose

202
accounts such DTC Notes are credited, which may or may not be the Beneficial Owners. The Participants will
remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to
Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed
by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time
to time.

Redemption notices shall be sent to DTC. If less than all of the DTC Notes within an issue are being
redeemed, DTCs practice is to determine by lot the amount of the interest of each Direct Participant in such
issue to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to DTC Notes
unless authorised by a Direct Participant in accordance with DTCs MMI Procedures. Under its usual procedures,
DTC mails an Omnibus Proxy to the Issuer as soon as possible after the record date. The Omnibus Proxy assigns
Cede & Co.s consenting or voting rights to those Direct Participants to whose accounts the DTC Notes are
credited on the record date (identified in a listing attached to the Omnibus Proxy).

Principal and interest payments on the DTC Notes will be made to Cede & Co., or such other nominee as
may be requested by an authorised representative of DTC. DTCs practice is to credit Direct Participants
accounts upon DTCs receipt of funds and corresponding detail information from the Issuer or the relevant agent
(or such other nominee as may be requested by an authorised representative of DTC), on the relevant payment
date in accordance with their respective holdings shown in DTCs records. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary practices, as is the case with
securities held for the accounts of customers in bearer form or registered in street name, and will be the
responsibility of such Participant and not of DTC or the Issuer, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of principal and interest to DTC is the responsibility
of the Issuer, disbursement of such payments to Direct Participants is the responsibility of DTC, and
disbursement of such payments to the Beneficial Owners is the responsibility of Direct and Indirect Participants.

Under certain circumstances, including if there is an Event of Default under the Notes, DTC will exchange
the DTC Notes for definitive Registered Notes, which it will distribute to its Participants in accordance with their
proportionate entitlements and which, if representing interests in a Rule 144A Global Note, will be legended as
set forth under Subscription and Sale and Transfer and Selling Restrictions.

A Beneficial Owner shall give notice to elect to have its DTC Notes purchased or tendered, through its
Participant, to the relevant agent, and shall effect delivery of such DTC Notes by causing the Direct Participant to
transfer the Participants interest in the DTC Notes, on DTCs records, to the relevant agent. The requirement for
physical delivery of DTC Notes in connection with an optional tender or a mandatory purchase will be deemed
satisfied when the ownership rights in the DTC Notes are transferred by Direct Participants on DTCs records
and followed by a book-entry credit of tendered DTC Notes to the relevant agents DTC account.

DTC may discontinue providing its services as depositary with respect to the DTC Notes at any time by
giving reasonable notice to the Issuer or the relevant agent. Under such circumstances, in the event that a
successor depositary is not obtained, DTC Note certificates are required to be printed and delivered.

The Issuer may decide to discontinue use of the system of book-entry-only transfers through DTC (or a
successor securities depositary). In that event, DTC Note certificates will be printed and delivered to DTC.

Since DTC may only act on behalf of Direct Participants, who in turn act on behalf of Indirect Participants,
any Owner desiring to pledge DTC Notes to persons or entities that do not participate in DTC, or otherwise take
actions with respect to such DTC Notes, will be required to withdraw its Registered Notes from DTC as
described below.

Euroclear and Clearstream, Luxembourg

Euroclear and Clearstream, Luxembourg each holds securities for its customers and facilitates the clearance
and settlement of securities transactions by electronic book-entry transfer between their respective
accountholders. Euroclear and Clearstream, Luxembourg provide various services including safekeeping,
administration, clearance and settlement of internationally traded securities and securities lending and borrowing.
Euroclear and Clearstream, Luxembourg also deal with domestic securities markets in several countries through

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established depositary and custodial relationships. Euroclear and Clearstream, Luxembourg have established an
electronic bridge between their two systems across which their respective participants may settle trades with each
other.

Euroclear and Clearstream, Luxembourg customers are world-wide financial institutions, including
underwriters, securities brokers and dealers, banks, trust companies and clearing corporations. Indirect access to
Euroclear and Clearstream, Luxembourg is available to other institutions that clear through or maintain a
custodial relationship with an accountholder of either system.

BOOK-ENTRY OWNERSHIP OF AND PAYMENTS IN RESPECT OF DTC NOTES

The Issuer may apply to DTC in order to have any Tranche of Notes represented by a Registered Global
Note accepted in its book-entry settlement system. Upon the issue of any such Registered Global Note, DTC or
its custodian will credit, on its internal book-entry system, the respective nominal amounts of the individual
beneficial interests represented by such Registered Global Note to the accounts of persons who have accounts
with DTC. Such accounts initially will be designated by or on behalf of the relevant Dealer. Ownership of
beneficial interests in such a Registered Global Note will be limited to Direct Participants or Indirect
Participants, including, in the case of any Regulation S Global Note, the respective depositaries of Euroclear and
Clearstream, Luxembourg. Ownership of beneficial interests in a Registered Global Note accepted by DTC will
be shown on, and the transfer of such ownership will be effected only through, records maintained by DTC or its
nominee (with respect to the interests of Direct Participants) and the records of Direct Participants (with respect
to interests of Indirect Participants).

Payments in U.S. dollars of principal and interest in respect of a Registered Global Note accepted by DTC
will be made to the order of DTC or its nominee as the registered holder of such Note. In the case of any payment
in a currency other than U.S. dollars, payment will be made to the Exchange Agent on behalf of DTC or its
nominee and the Exchange Agent will (in accordance with instructions received by it) remit all or a portion of
such payment for credit directly to the beneficial holders of interests in the Registered Global Note in the
currency in which such payment was made and/or cause all or a portion of such payment to be converted into
U.S. dollars and credited to the applicable Participants account.

The Issuer expects DTC to credit accounts of Direct Participants on the applicable payment date in
accordance with their respective holdings as shown in the records of DTC unless DTC has reason to believe that
it will not receive payment on such payment date. The Issuer also expects that payments by Participants to
beneficial owners of Notes will be governed by standing instructions and customary practices, as is the case with
securities held for the accounts of customers, and will be the responsibility of such Participant and not the
responsibility of DTC, the Principal Paying Agent, the Registrar or the Issuer. Payment of principal, premium, if
any, and interest, if any, on Notes to DTC is the responsibility of the Issuer.

TRANSFERS OF NOTES REPRESENTED BY REGISTERED GLOBAL NOTES

Transfers of any interests in Notes represented by a Registered Global Note within DTC, Euroclear and
Clearstream, Luxembourg will be effected in accordance with the customary rules and operating procedures of
the relevant clearing system. The laws in some States within the United States require that certain persons take
physical delivery of securities in definitive form. Consequently, the ability to transfer Notes represented by a
Registered Global Note to such persons may depend upon the ability to exchange such Notes for Notes in
definitive form. Similarly, because DTC can only act on behalf of Direct Participants in the DTC system who in
turn act on behalf of Indirect Participants, the ability of a person having an interest in Notes represented by a
Registered Global Note accepted by DTC to pledge such Notes to persons or entities that do not participate in the
DTC system or otherwise to take action in respect of such Notes may depend upon the ability to exchange such
Notes for Notes in definitive form. The ability of any holder of Notes represented by a Registered Global Note
accepted by DTC to resell, pledge or otherwise transfer such Notes may be impaired if the proposed transferee of
such Notes is not eligible to hold such Notes through a direct or indirect participant in the DTC system.

Subject to compliance with the transfer restrictions applicable to the Registered Notes described under
Subscription and Sale and Transfer and Selling Restrictions, cross-market transfers between DTC, on the one
hand, and directly or indirectly through Clearstream, Luxembourg or Euroclear accountholders, on the other, will
be effected by the relevant clearing system in accordance with its rules and through action taken by the Registrar,
the Principal Paying Agent and any custodian (Custodian) with whom the relevant Registered Global Notes have
been deposited.

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 On or after the Issue Date for any Series, transfers of Notes of such Series between accountholders in
Clearstream, Luxembourg and Euroclear and transfers of Notes of such Series between participants in DTC will
generally have a settlement date three business days after the trade date (T+3). The customary arrangements for
delivery versus payment will apply to such transfers.

Cross-market transfers between accountholders in Clearstream, Luxembourg or Euroclear and DTC

participants will need to have an agreed settlement date between the parties to such transfer. Because there is no
direct link between DTC, on the one hand, and Clearstream, Luxembourg and Euroclear, on the other, transfers
of interests in the relevant Registered Global Notes will be effected through the Registrar, the Principal Paying
Agent and the Custodian receiving instructions (and, where appropriate, certification) from the transferor and
arranging for delivery of the interests being transferred to the credit of the designated account for the transferee.
In the case of cross-market transfers, settlement between Euroclear or Clearstream, Luxembourg accountholders
and DTC participants cannot be made on a delivery versus payment basis. The securities will be delivered on a
free delivery basis and arrangements for payment must be made separately.

DTC, Clearstream, Luxembourg and Euroclear have each published rules and operating procedures
designed to facilitate transfers of beneficial interests in Registered Global Notes among participants and
accountholders of DTC, Clearstream, Luxembourg and Euroclear. However, they are under no obligation to
perform or continue to perform such procedures, and such procedures may be discontinued or changed at any
time. None of the Issuer, the Guarantor, the Agents or any Dealer will be responsible for any performance by
DTC, Clearstream, Luxembourg or Euroclear or their respective direct or indirect participants or accountholders
of their respective obligations under the rules and procedures governing their operations and none of them will
have any liability for any aspect of the records relating to or payments made on account of beneficial interests in
the Notes represented by Registered Global Notes or for maintaining, supervising or reviewing any records
relating to such beneficial interests.

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 TAXATION

GENERAL
Prospective purchasers of Notes are advised to consult their tax advisers as to the consequences, under the
tax laws of the countries of their respective citizenship, residence or domicile, of a purchase of Notes, including,
but not limited to, the consequences of receipt of payments under the Notes and their disposal or redemption.

THE NETHERLANDS
General
The following summary outlines the principal Netherlands tax consequences of the acquisition, holding,
settlement, redemption and disposal of the Notes, but does not purport to be a comprehensive description of all
Netherlands tax considerations in relation thereto. This summary is intended as general information only and
each prospective investor should consult a professional tax adviser with respect to the tax consequences of an
investment in the Notes.

This summary is based on tax legislation, published case law, treaties, regulations and published policy, in
each case in force as of the date of this Base Prospectus and does not take into account any developments or
amendments thereof after that date whether or not such developments or amendments have retroactive effect.

This summary does not address The Netherlands tax consequences for:
(i) holders of Notes holding a substantial interest (aanmerkelijk belang) or deemed substantial interest
(fictief aanmerkelijk belang) in the Issuer and holder of Notes of whom a certain related person holds a
substantial interest in the Issuer. Generally speaking, a substantial interest in the Issuer arises if a
person, alone or, where such person is an individual, together with his or her partner (statutory defined
term), directly or indirectly, holds or is deemed to hold (a) an interest of 5 per cent. or more of the total
issued capital of the Issuer or of 5 per cent. or more of the issued capital of a certain class of shares of
the Issuer, (b) rights to acquire, directly or indirectly, such interest or (c) certain profit sharing rights in
the Issuer;
(ii) investment institutions (fiscale beleggingsinstellingen); and
(iii) pension funds, exempt investment institutions (vrijgestelde beleggingsinstellingen) or other entities that
are exempt from Netherlands corporate income tax.

Withholding tax
All payments made by the Issuer under the Notes may be made free of withholding or deduction for any
taxes of whatsoever nature imposed, levied, withheld or assessed by The Netherlands or any political subdivision
or taxing authority thereof or therein provided that the Notes do not in fact function as equity of the Issuer within
the meaning of article 10, paragraph 1, under d of The Netherlands corporate income tax act 1969 (Wet op de
vennootschapsbelasting 1969).

Corporate and individual income tax

Residents of The Netherlands
If a holder is a resident or deemed to be a resident of The Netherlands for Netherlands tax purposes and is
fully subject to Netherlands corporate income tax or is only subject to Netherlands corporate income tax in
respect of an enterprise to which the Notes are attributable, income derived from the Notes and gains realised
upon the redemption, settlement or disposal of the Notes are generally taxable in The Netherlands (at up to a
maximum rate of 25 per cent.).

If an individual holder is a resident or deemed to be a resident of The Netherlands for Netherlands tax
purposes (including an individual holder who has opted to be taxed as a resident of The Netherlands), income
derived from the Notes and gains realised upon the redemption, settlement or disposal of the Notes are taxable at
the progressive rates (at up to a maximum of 52 per cent.) under The Netherlands income tax act 2001 (Wet
inkomstenbelasting 2001), if:
(i) the holder is an entrepreneur (ondernemer) and has an enterprise to which the Notes are attributable or
the holder has, other than as a shareholder, a co-entitlement to the net worth of an enterprise
(medegerechtigde), to which enterprise the Notes are attributable; or

206
 (ii) such income or gains qualify as income from miscellaneous activities (resultaat uit overige
werkzaamheden), which include the performance of activities with respect to the Notes that exceed
regular, active portfolio management (normaal, actief vermogensbeheer).

If neither condition (i) nor condition (ii) applies to the holder of the Notes, taxable income with regard to the
Notes must be determined on the basis of a deemed return on income from savings and investments (sparen en
beleggen), rather than on the basis of income actually received or gains actually realised. This deemed return on
income from savings and investments has been fixed at a rate of 4 per cent. of the individuals yield basis
(rendementsgrondslag) at the beginning of the calendar year, insofar as the individuals yield basis exceeds a
certain threshold. The individuals yield basis is determined as the fair market value of certain qualifying assets
held by the holder of the Notes less the fair market value of certain qualifying liabilities on 1 January. The fair
market value of the Notes will be included as an asset in the individuals yield basis. The 4 per cent. deemed
return on income from savings and investments will be taxed at a rate of 30 per cent.

Non-residents of The Netherlands

If a holder is not a resident nor is deemed to be a resident of The Netherlands for Netherlands tax purposes
(nor has opted to be taxed as a resident of The Netherlands), such holder is not liable to Dutch income tax in
respect of income derived from the Notes and gains realised upon the settlement, redemption or disposal of the
Notes, unless:
(i) the holder is not an individual and such holder (1) has an enterprise that is, in whole or in part, carried
on through a permanent establishment or a permanent representative in The Netherlands to which
permanent establishment or permanent representative the Notes are attributable, or (2) is (other than by
way of securities) entitled to a share in the profits of an enterprise or a co-entitlement to the net worth
of an enterprise, which is effectively managed in The Netherlands and to which enterprise the Notes are
attributable. This income is subject to Netherlands corporate income tax at up to a maximum rate of
25 per cent.
(ii) the holder is an individual and such holder (1) has an enterprise or an interest in an enterprise that is, in
whole or in part, carried on through a permanent establishment or a permanent representative in The
Netherlands to which permanent establishment or permanent representative the Notes are attributable,
or (2) realises income or gains with respect to the Notes that qualify as income from miscellaneous
activities (resultaat uit overige werkzaamheden) in The Netherlands, which activities include the
performance of activities in The Netherlands with respect to the Notes which exceed regular, active
portfolio management (normaal, actief vermogensbeheer), or (3) is (other than by way of securities)
entitled to a share in the profits of an enterprise which is effectively managed in The Netherlands and
to which enterprise the Notes are attributable. Income derived from the Notes as specified under
(1) and (2) is subject to individual income tax at up to a maximum rate of 52 per cent. Income derived
from a share in the profits as specified under (3) that is not already included under (1) or (2) will be
taxed on the basis of a deemed return on income from savings and investments (as described above
under Residents of The Netherlands). The fair market value of the share in the profits of the
enterprise (which includes the Notes) will be part of the individuals Netherlands yield basis.

Gift and Inheritance taxes

Dutch gift or inheritance taxes will not be levied on the occasion of the transfer of a Note by way of gift by,
or on the death of, a holder of a Note, unless:
(i) the holder of a Note is, or is deemed to be, resident in The Netherlands for the purpose of the relevant
provisions; or
(ii) the transfer is construed as an inheritance or gift made by, or on behalf of, a person who, at the time of
the gift or death, is or is deemed to be resident in The Netherlands for the purpose of the relevant
provisions.

Value added tax

In general, no value added tax will arise in respect of payments in consideration for the issue of the Notes or
in respect of a cash payment made under the Notes, or in respect of a transfer of Notes.

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Other taxes and duties
No registration tax, customs duty, transfer tax, stamp duty or any other similar documentary tax or duty, will
be payable in The Netherlands by a holder in respect of or in connection with the subscription, issue, placement,
allotment, delivery or transfer of the Notes.

UNITED ARAB EMIRATES

The following summary of the anticipated tax treatment in the UAE in relation to payments on the Notes is
based on the taxation law in force at the date of this Base Prospectus, and does not constitute legal or tax advice.
Prospective investors should be aware that the relevant fiscal rules and practice and their interpretation may
change.

There is currently in force in the Emirates of Abu Dhabi and Dubai legislation establishing a general
corporate taxation regime (the Abu Dhabi Income Tax Decree 1965 (as amended) and the Dubai Income Tax
Decree 1969 (as amended)). The regime is, however, not enforced save in respect of companies active in the
hydrocarbon industry, some related service industries and branches of foreign banks operating in the UAE. It is
not known whether the legislation will or will not be enforced more generally or within other industry sectors in
the future. Under current legislation, there is no requirement for withholding or deduction for or on account of
UAE, Abu Dhabi or Dubai taxation in respect of payments made under the Guarantee. In the event of the
imposition of any such withholding, the Guarantor has undertaken to gross-up any payments subject to certain
limited exceptions.

The Constitution of the UAE specifically reserves to the Federal Government of the UAE the right to raise
taxes on a federal basis for purposes of funding its budget. It is not known whether this right will be exercised in
the future.

The UAE has entered into double taxation arrangements with certain other countries, but these are not
extensive in number.

UNITED STATES FEDERAL INCOME TAXATION

TO ENSURE COMPLIANCE WITH REQUIREMENTS IMPOSED BY THE U.S. INTERNAL
REVENUE SERVICE, PROSPECTIVE INVESTORS ARE HEREBY INFORMED THAT ANY TAX
DISCUSSION HEREIN WAS NOT WRITTEN AND IS NOT INTENDED TO BE USED AND CANNOT
BE USED BY ANY TAXPAYER FOR PURPOSES OF AVOIDING U.S. FEDERAL INCOME TAX
PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER. ANY SUCH TAX DISCUSSION WAS
WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE TRANSACTIONS
DESCRIBED HEREIN. EACH TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYERS
PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISER.

The following is a summary of certain material U.S. federal income tax consequences of the acquisition,
ownership and disposition of Registered Notes by a U.S. Holder (as defined below). This summary deals only
with purchasers of Registered Notes that are U.S. Holders, acquire such Registered Notes at initial issuance at
their issue price (as defined below), will hold the Registered Notes as capital assets, and whose functional
currency is the U.S. dollar. The discussion does not cover all aspects of U.S. federal income taxation that may be
relevant to, or the actual tax effect that any of the matters described herein will have on, the acquisition,
ownership or disposition of Registered Notes by particular investors. In particular, this summary does not discuss
all of the tax considerations that may be relevant to certain types of investors subject to special treatment under
the U.S. federal income tax laws (such as banks and other financial institutions, tax-exempt organisations, dealers
in securities or currencies, traders in securities that elect to use a mark-to-market method of accounting, persons
who have ceased to be U.S. citizens or to be taxed as U.S. lawful permanent residents, and investors that will
hold the Registered Notes as part of straddles, hedging or conversion transactions, or as part of a synthetic
security for U.S. federal income tax purposes).

As used herein, the term U.S. Holder means a beneficial owner of Registered Notes that is for U.S. federal
income tax purposes, (i) a citizen or individual resident of the United States, (ii) a corporation, or other entity
treated as a corporation, created or organised in or under the laws of the United States or any State thereof,
(iii) an estate the income of which is subject to U.S. federal income tax without regard to its source, or (iv) a trust
if a court within the United States is able to exercise primary supervision over the administration of the trust and
one or more United States persons have the authority to control all substantial decisions of the trust, or that is
otherwise treated as a United States person.

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 This summary applies only to holders of Registered Notes. This summary does not address holders of equity
interests in a U.S. Holder. If a partnership (or any other entity treated as fiscally transparent for U.S. federal
income tax purposes) holds Notes, the tax treatment of a partner in such partnership generally will depend upon
the status of the partner and the activities of the partnership. Any such partner or partnership should consult their
tax advisers as to the U.S. federal income tax consequences to them of the acquisition, ownership and disposition
of Notes.

This summary is based on the tax laws of the United States including the Code, its legislative history,
existing and proposed regulations promulgated thereunder, published rulings and court decisions, all as currently
in effect and all of which are subject to change at any time, possibly with retroactive effect.

INVESTORS SHOULD CONSULT THEIR TAX ADVISERS TO DETERMINE THE TAX

CONSEQUENCES TO THEM OF ACQUIRING, OWNING AND DISPOSING OF REGISTERED
NOTES, INCLUDING THE APPLICATION TO THEIR PARTICULAR SITUATION OF THE U.S.
FEDERAL INCOME TAX CONSIDERATIONS DISCUSSED BELOW, AS WELL AS THE
APPLICATION OF THE ALTERNATIVE MINIMUM TAX AND STATE, LOCAL, NON-U.S. OR
OTHER TAX LAWS.

The Issuer generally intends to treat Notes issued under the Programme as debt. Certain Notes, however,
such as certain Index Linked Notes or notes with maturities in excess of 30 years, may be treated as equity for
U.S. federal income tax purposes. The tax treatment of Notes to which a treatment other than debt may apply
may be discussed in the applicable Final Terms. The following disclosure applies only to Registered Notes that
are treated as debt for U.S. federal income tax purposes.

U.S. Holders
Payment of Interest
General
Interest on a Note held by a U.S. Holder, whether payable in U.S. dollars or a currency, composite currency
or basket of currencies other than U.S. dollars (foreign currency interest on a Foreign Currency Note), other
than interest on a Discount Note that is not qualified stated interest (each as defined below under Original Issue
DiscountGeneral), will be taxable to such U.S. Holder as ordinary income at the time it is received or
accrued, depending on the U.S. Holders method of accounting for tax purposes. Interest paid by the Issuer on the
Notes and original issue discount (OID), if any, accrued with respect to the Notes (as described below under
Original Issue DiscountGeneral) generally will constitute income from sources outside the United States
subject to the rules regarding the foreign tax credit allowable to a U.S. Holder (and the limitations imposed
thereon). Prospective purchasers should consult their tax advisers concerning the foreign tax credit implications
of the payment of any foreign taxes with respect to the Notes (if applicable).

Original Issue Discount

General
The following is a summary of the principal U.S. federal income tax consequences to a U.S. Holder of the
ownership of Notes issued with OID. The following summary does not discuss Notes that are characterised as
contingent payment debt instruments for U.S. federal income tax purposes.

A Note, other than a Note with a term of one year or less (a Short-Term Note), will be treated as issued
with OID (a Discount Note) if the excess of the Notes stated redemption price at maturity over its issue price is
equal to or more than a de minimis amount (0.25 per cent. of the Notes stated redemption price at maturity
multiplied by the number of complete years to its maturity). An obligation that provides for the payment of
amounts other than qualified stated interest before maturity (an instalment obligation) will be treated as a
Discount Note if the excess of the Notes stated redemption price at maturity over its issue price is greater than
0.25 per cent. of the Notes stated redemption price at maturity multiplied by the weighted average maturity of
the Note. A Notes weighted average maturity is the sum of the following amounts determined for each payment
on a Note (other than a payment of qualified stated interest): (i) the number of complete years from the issue date
until the payment is made multiplied by (ii) a fraction, the numerator of which is the amount of the payment and
the denominator of which is the Notes stated redemption price at maturity. Generally, the issue price of a Note
will be the first price at which a substantial amount of Notes included in the issue of which the Note is a part is
sold to persons other than bond houses, brokers, or similar persons or organisations acting in the capacity of

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underwriters, placement agents, or wholesalers. The stated redemption price at maturity of a Note is the total of
all payments provided by the Note that are not payments of qualified stated interest. A qualified stated interest
payment generally is any one of a series of stated interest payments on a Note that are unconditionally payable at
least annually at a single fixed rate (with certain exceptions for lower rates paid during some periods), or a
variable rate (in the circumstances described under Variable Interest Rate Notes), applied to the outstanding
principal amount of the Note. Solely for the purposes of determining whether a Note has OID, the Issuer will be
deemed to exercise any call option that has the effect of decreasing the yield on the Note, and the U.S. Holder
will be deemed to exercise any put option that has the effect of increasing the yield on the Note. If a Note has de
minimis OID, a U.S. Holder must include the de minimis amount in income as stated principal payments are
made on the Note, unless the U.S. Holder makes the election described under Election to Treat All Interest as
Original Issue Discount. A U.S. Holder can determine the includible amount with respect to each such payment
by multiplying the total amount of the Notes de minimis OID by a fraction equal to the amount of the principal
payment made divided by the stated principal amount of the Note.

U.S. Holders of Discount Notes must include OID in income calculated on a constant yield method before
the receipt of cash attributable to the income, and generally will have to include in income increasingly greater
amounts of OID over the life of the Discount Notes. The amount of OID includible in income by a U.S. Holder
of a Discount Note is the sum of the daily portions of OID with respect to the Discount Note for each day during
the taxable year or the portion of the taxable year in which the U.S. Holder holds the Discount Note (accrued
OID). The daily portion is determined by allocating to each day in any accrual period a pro rata portion of the
OID allocable to that accrual period. Accrual periods with respect to a Note may be of any length selected by the
U.S. Holder and may vary in length over the term of the Notes as long as (i) no accrual period is longer than one
year and (ii) each scheduled payment of interest or principal on the Note occurs on either the final or first day of
an accrual period. The amount of OID allocable to an accrual period equals the excess of (a) the product of the
Discount Notes adjusted issue price at the beginning of the accrual period and the Discount Notes yield to
maturity (determined on the basis of compounding at the close of each accrual period and properly adjusted for
the length of the accrual period) over (b) the sum of the payments of qualified stated interest on the Note
allocable to the accrual period. The adjusted issue price of a Discount Note at the beginning of any accrual period
is the issue price of the Note increased by (x) the amount of accrued OID for each prior accrual period and
decreased by (y) the amount of any payments previously made on the Note that were not qualified stated interest
payments.

Election to Treat All Interest as Original Issue Discount

A U.S. Holder may elect to include in gross income all interest that accrues on a Note using the constant
yield method described under General, with certain modifications. For purposes of this election, interest
includes stated interest, OID, de minimis OID and unstated interest, as adjusted by any amortisable bond
premium (described under Notes Purchased at a Premium). If a U.S. Holder makes this election for the
Note, then, when the constant yield method is applied, the issue price of the Note will equal its cost, the issue
date of the Note will be the date of acquisition, and no payments on the Note will be treated as payments of
qualified stated interest. This election generally will apply only to the Note with respect to which it is made and
may not be revoked without the consent of the Internal Revenue Service (the IRS). However, if the Note has
amortisable bond premium, the U.S. Holder will be deemed to have made an election to apply amortisable bond
premium against interest for all debt instruments with amortisable bond premium, other than debt instruments the
interest on which is excludible from gross income, held as of the beginning of the taxable year to which the
election applies or any taxable year thereafter.

Variable Interest Rate Notes

Notes that provide for interest at variable rates (Variable Interest Rate Notes) generally will bear interest
at a qualified floating rate and thus will be treated as variable rate debt instruments under Treasury Regulations
governing accrual of OID. A Variable Interest Rate Note will qualify as a variable rate debt instrument if (a) its
issue price does not exceed the total non-contingent principal payments due under the Variable Interest Rate Note
by more than a specified de minimis amount and (b) it provides for stated interest, paid or compounded at least
annually, at (i) one or more qualified floating rates, (ii) a single fixed rate and one or more qualified floating
rates, (iii) a single objective rate, or (iv) a single fixed rate and a single objective rate that is a qualified inverse
floating rate.

A qualified floating rate is any variable rate where variations in the value of the rate can reasonably be
expected to measure contemporaneous variations in the cost of newly borrowed funds in the currency in which
the Variable Interest Rate Note is denominated. A fixed multiple of a qualified floating rate will constitute a

210
qualified floating rate only if the multiple is greater than 0.65 but not more than 1.35. A variable rate equal to the
product of a qualified floating rate and a fixed multiple that is greater than 0.65 but not more than 1.35, increased
or decreased by a fixed rate, will also constitute a qualified floating rate. In addition, two or more qualified
floating rates that can reasonably be expected to have approximately the same values throughout the term of the
Variable Interest Rate Note (e.g., two or more qualified floating rates with values within 25 basis points of each
other as determined on the Variable Interest Rate Notes issue date) will be treated as a single qualified floating
rate. Notwithstanding the foregoing, a variable rate that would otherwise constitute a qualified floating rate but
which is subject to one or more restrictions such as a maximum numerical limitation (i.e., a cap) or a minimum
numerical limitation (i.e., a floor) may, under certain circumstances, fail to be treated as a qualified floating rate
unless the cap or floor is fixed throughout the term of the Note.

An objective rate is a rate that is not itself a qualified floating rate but one which is determined using a
single fixed formula and which is based on objective financial or economic information (e.g., one or more
qualified floating rates or the yield of actively traded personal property). A rate will not qualify as an objective
rate if it is based on information that is within the control of the Issuer (or a related party) or that is unique to the
circumstances of the Issuer (or a related party), such as dividends, profits or the value of the Issuers stock
(although a rate does not fail to be an objective rate merely because it is based on the credit quality of the Issuer).
Other variable interest rates may be treated as objective rates if so designated by the IRS in the future. Despite
the foregoing, a variable rate of interest on a Variable Interest Rate Note will not constitute an objective rate if it
is reasonably expected that the average value of the rate during the first half of the Variable Interest Rate Notes
term will be either significantly less than or significantly greater than the average value of the rate during the
final half of the Variable Interest Rate Notes term. A qualified inverse floating rate is any objective rate where
the rate is equal to a fixed rate minus a qualified floating rate, as long as variations in the rate can reasonably be
expected to inversely reflect contemporaneous variations in the qualified floating rate. If a Variable Interest Rate
Note provides for stated interest at a fixed rate for an initial period of one year or less followed by a variable rate
that is either a qualified floating rate or an objective rate for a subsequent period and if the variable rate on the
Variable Interest Rate Notes issue date is intended to approximate the fixed rate (e.g., the value of the variable
rate on the issue date does not differ from the value of the fixed rate by more than 25 basis points), then the fixed
rate and the variable rate together will constitute either a single qualified floating rate or objective rate, as the
case may be.

A qualified floating rate or objective rate in effect at any time during the term of the instrument must be set
at a current value of that rate. A current value of a rate is the value of the rate on any day that is no earlier than
three months prior to the first day on which that value is in effect and no later than one year following that first
day.

If a Variable Interest Rate Note that provides for stated interest at either a single qualified floating rate or a
single objective rate throughout the term thereof qualifies as a variable rate debt instrument, then any stated
interest on the Note which is unconditionally payable in cash or property (other than debt instruments of the
Issuer) at least annually will constitute qualified stated interest and will be taxed accordingly. Thus, a Variable
Interest Rate Note that provides for stated interest at either a single qualified floating rate or a single objective
rate throughout the term thereof and that qualifies as a variable rate debt instrument generally will not be treated
as having been issued with OID unless the Variable Interest Rate Note is issued at a true discount (i.e., at a price
below the Notes stated principal amount) in excess of a specified de minimis amount. OID on a Variable Interest
Rate Note arising from a true discount is allocated to an accrual period using the constant yield method described
above by assuming that the variable rate is a fixed rate equal to (i) in the case of a qualified floating rate or
qualified inverse floating rate, the value, as of the issue date, of the qualified floating rate or qualified inverse
floating rate, or (ii) in the case of an objective rate (other than a qualified inverse floating rate), a fixed rate that
reflects the yield that is reasonably expected for the Variable Interest Rate Note.

In general, any other Variable Interest Rate Note that qualifies as a variable rate debt instrument will be
converted into an equivalent fixed rate debt instrument for purposes of determining the amount and accrual of
OID and the qualified stated interest on the Variable Interest Rate Note. Such a Variable Interest Rate Note must
be converted into an equivalent fixed rate debt instrument by substituting any qualified floating rate or qualified
inverse floating rate provided for under the terms of the Variable Interest Rate Note with a fixed rate equal to the
value of the qualified floating rate or qualified inverse floating rate, as the case may be, as of the Variable
Interest Rate Notes issue date. Any objective rate (other than a qualified inverse floating rate) provided for under
the terms of the Variable Interest Rate Note is converted into a fixed rate that reflects the yield that is reasonably
expected for the Variable Interest Rate Note. In the case of a Variable Interest Rate Note that qualifies as a
variable rate debt instrument and provides for stated interest at a fixed rate in addition to either one or more

211
qualified floating rates or a qualified inverse floating rate, the fixed rate is initially converted into a qualified
floating rate (or a qualified inverse floating rate, if the Variable Interest Rate Note provides for a qualified
inverse floating rate). Under these circumstances, the qualified floating rate or qualified inverse floating rate that
replaces the fixed rate must be such that the fair market value of the Variable Interest Rate Note as of the
Variable Interest Rate Notes issue date is approximately the same as the fair market value of an otherwise
identical debt instrument that provides for either the qualified floating rate or qualified inverse floating rate rather
than the fixed rate. Subsequent to converting the fixed rate into either a qualified floating rate or a qualified
inverse floating rate, the Variable Interest Rate Note is converted into an equivalent fixed rate debt instrument in
the manner described above.

Once the Variable Interest Rate Note is converted into an equivalent fixed rate debt instrument pursuant to
the foregoing rules, the amount of OID and qualified stated interest, if any, are determined for the equivalent
fixed rate debt instrument by applying the general OID rules to the equivalent fixed rate debt instrument and a
U.S. Holder of the Variable Interest Rate Note will account for the OID and qualified stated interest as if the U.S.
Holder held the equivalent fixed rate debt instrument. In each accrual period, appropriate adjustments will be
made to the amount of qualified stated interest or OID assumed to have been accrued or paid with respect to the
equivalent fixed rate debt instrument in the event that these amounts differ from the actual amount of interest
accrued or paid on the Variable Interest Rate Note during the accrual period.

If a Variable Interest Rate Note, such as a Note the payments on which are determined by reference to an
index, does not qualify as a variable rate debt instrument, then the Variable Interest Rate Note will be treated as a
contingent payment debt instrument. Prospective purchasers should consult their tax advisers concerning the
proper U.S. federal income tax treatment of Variable Interest Rate Notes that are treated as contingent payment
debt.

Short-Term Notes
In general, an individual or other cash basis U.S. Holder of a Short-Term Note is not required to accrue OID
(calculated as set forth below for the purposes of this paragraph) for U.S. federal income tax purposes unless it
elects to do so (but may be required to include any stated interest in income as the interest is received). Accrual
basis U.S. Holders and certain other U.S. Holders are required to accrue OID on Short-Term Notes on a straight
line basis or, if the U.S. Holder so elects, under the constant yield method (based on daily compounding). In the
case of a U.S. Holder not required and not electing to include OID in income currently, any gain realised on the
sale or retirement of the Short-Term Note will be ordinary income to the extent of the OID accrued on a straight
line basis (unless an election is made to accrue the OID under the constant yield method) through the date of sale
or retirement. U.S. Holders who are not required and do not elect to accrue OID on Short-Term Notes will be
required to defer deductions for interest on borrowings allocable to Short-Term Notes in an amount not
exceeding the deferred income until the deferred income is realised.

For purposes of determining the amount of OID subject to these rules, all interest payments on a Short-Term
Note are included in the Short-Term Notes stated redemption price at maturity. A U.S. Holder may elect to
determine OID on a Short-Term Note as if the Short-Term Note had been originally issued to the U.S. Holder at
the U.S. Holders purchase price for the Short-Term Note. This election shall apply to all obligations with a
maturity of one year or less acquired by the U.S. Holder on or after the first day of the first taxable year to which
the election applies, and may not be revoked without the consent of the IRS.

Notes Purchased at a Premium

A U.S. Holder that purchases a Note for an amount in excess of its principal amount, or for a Discount Note,
its stated redemption price at maturity, may elect to treat the excess as amortisable bond premium, in which case
the amount required to be included in the U.S. Holders income each year with respect to interest on the Note
will be reduced by the amount of amortisable bond premium allocable (based on the Notes yield to maturity) to
that year. Any election to amortise bond premium shall apply to all bonds (other than bonds the interest on which
is excludable from gross income for U.S. federal income tax purposes) held by the U.S. Holder at the beginning
of the first taxable year to which the election applies or thereafter acquired by the U.S. Holder, and is irrevocable
without the consent of the IRS. See also Election to Treat All Interest as Original Issue Discount. A U.S.
Holder that does not elect to take bond premium (other than acquisition premium) into account currently will
recognise a capital loss when the Note matures.

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Purchase, Sale and Retirement of Notes
A U.S. Holders tax basis in a Note generally will be its cost, increased by the amount of any OID included
in the U.S. Holders income with respect to the Note and the amount, if any, of income attributable to de minimis
OID included in the U.S. Holders income with respect to the Note, and reduced by (i) the amount of any
payments that are not qualified stated interest payments, and (ii) the amount of any amortisable bond premium
applied to reduce interest on the Note.

A U.S. Holder generally will recognise gain or loss on the sale or retirement of a Note equal to the
difference between the amount realised on the sale or retirement and the tax basis of the Note. Except to the
extent described under Original Issue DiscountShort-Term Notes or attributable to accrued but unpaid
interest or changes in exchange rates (as discussed below), gain or loss recognised on the sale or retirement of a
Note will be capital gain or loss and generally will be treated as from U.S. sources for purposes of the U.S.
foreign tax credit limitation. In the case of a U.S. Holder that is an individual, estate or trust, the maximum
marginal federal income tax rate applicable to capital gains is currently lower than the maximum marginal rate
applicable to ordinary income if the Notes are held for more than one year. The deductibility of capital losses is
subject to significant limitations.

Foreign Currency Notes

Interest
If an interest payment is denominated in, or determined by reference to, a foreign currency, the amount of
income recognised by a cash basis U.S. Holder will be the U.S. dollar value of the interest payment, based on the
exchange rate in effect on the date of receipt, regardless of whether the payment is in fact converted into U.S.
dollars. An accrual basis U.S. Holder may determine the amount of income recognised with respect to an interest
payment denominated in, or determined by reference to, a foreign currency in accordance with either of two
methods.

Under the first method, the amount of income accrued will be based on the average exchange rate in effect
during the interest accrual period (or, in the case of an accrual period that spans two taxable years of a U.S.
Holder, the part of the period within the taxable year). Under the second method, the U.S. Holder may elect to
determine the amount of income accrued on the basis of the exchange rate in effect on the last day of the accrual
period (or, in the case of an accrual period that spans two taxable years, the exchange rate in effect on the last day
of the part of the period within the taxable year). Additionally, if a payment of interest is actually received within
five business days of the last day of the accrual period, an electing accrual basis U.S. Holder may instead
translate the accrued interest into U.S. dollars at the exchange rate in effect on the day of actual receipt. Any such
election will apply to all debt instruments held by the U.S. Holder at the beginning of the first taxable year to
which the election applies or thereafter acquired by the U.S. Holder, and will be irrevocable without the consent
of the IRS.

Upon receipt of an interest payment (including a payment attributable to accrued but unpaid interest upon
the sale or retirement of a Note) denominated in, or determined by reference to, a foreign currency, the U.S.
Holder may recognise U.S. source exchange gain or loss (taxable as ordinary income or loss) equal to the
difference between the amount received (translated into U.S. dollars at the spot rate on the date of receipt) and
the amount previously accrued, regardless of whether the payment is in fact converted into U.S. dollars.

OID
OID for each accrual period on a Discount Note that is denominated in, or determined by reference to, a
foreign currency, will be determined in the foreign currency and then translated into U.S. dollars in the same
manner as stated interest accrued by an accrual basis U.S. Holder, as described above under Interest. Upon
receipt of an amount attributable to OID (whether in connection with a payment on the Note or a sale of the
Note), a U.S. Holder may recognise U.S. source exchange gain or loss (taxable as ordinary income or loss) equal
to the difference between the amount received (translated into U.S. dollars at the spot rate on the date of receipt)
and the amount previously accrued, regardless of whether the payment is in fact converted into U.S. dollars.

Bond Premium
Bond premium on a Note that is denominated in, or determined by reference to, a foreign currency, will be
computed in units of the foreign currency, and any such bond premium that is taken into account currently will
reduce interest income in units of the foreign currency.

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 On the date bond premium offsets interest income, a U.S. Holder may recognise U.S. source exchange gain
or loss (taxable as ordinary income or loss) measured by the difference between the spot rate in effect on that
date, and on the date the Notes were acquired by the U.S. Holder.

Purchase, Sale and Retirement of Notes

A U.S. Holder generally will recognise gain or loss on the sale or retirement of a Note equal to the
difference between the amount realised on the sale or retirement and its tax basis in the Note. A U.S. Holders tax
basis in a Foreign Currency Note will be determined by reference to the U.S. dollar cost of the Note. The U.S.
dollar cost of a Note purchased with foreign currency generally will be the U.S. dollar value of the purchase price
on the date of purchase or, in the case of Notes traded on an established securities market, as defined in the
applicable Treasury Regulations, that are purchased by a cash basis U.S. Holder (or an accrual basis U.S. Holder
that so elects), on the settlement date for the purchase.

The amount realised on a sale or retirement for an amount in foreign currency will be the U.S. dollar value
of this amount on the date of sale or retirement or, in the case of Notes traded on an established securities market,
as defined in the applicable Treasury Regulations, sold by a cash basis U.S. Holder (or an accrual basis U.S.
Holder that so elects), on the settlement date for the sale. Such an election by an accrual basis U.S. Holder must
be applied consistently from year to year and cannot be revoked without the consent of the IRS.

A U.S. Holder will recognise U.S. source exchange rate gain or loss (taxable as ordinary income or loss) on
the sale or retirement of a Note equal to the difference, if any, between the U.S. dollar values of the U.S. Holders
purchase price for the Note (or, if less, the principal amount of the Note) (i) on the date of sale or retirement and
(ii) the date on which the U.S. Holder acquired the Note. Any such exchange rate gain or loss will be realised
only to the extent of total gain or loss realised on the sale or retirement.

Disposition of Foreign Currency

Foreign currency received as interest on a Note or on the sale or retirement of a Note will have a tax basis
equal to its U.S. dollar value at the time the interest is received or at the time of the sale or retirement. Foreign
currency that is purchased generally will have a tax basis equal to the U.S. dollar value of the foreign currency on
the date of purchase. Any gain or loss recognised on a sale or other disposition of a foreign currency (including
its use to purchase Notes or upon exchange for U.S. dollars) will be U.S. source ordinary income or loss.

Backup Withholding and Information Reporting

In general, payments of interest and accrued OID on, and the proceeds of a sale, exchange, redemption or
other disposition of, Notes, payable to a U.S. Holder by a paying agent or other intermediary may be subject to
information reporting to the IRS. In addition, certain U.S. Holders may be subject to backup withholding tax in
respect of such payments if they do not provide an accurate taxpayer identification number or certification of
exempt status to a paying agent or other intermediary or otherwise comply with the applicable backup
withholding requirements.

Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a
U.S. Holder will be allowed as a credit against the U.S. Holders U.S. federal income tax liability and may entitle
the U.S. Holder to a refund, provided that the required information is timely furnished to the IRS in the manner
required. Certain U.S. Holders are not subject to information reporting or backup withholding. U.S. Holders
should consult their tax advisers as to their qualification for exemption from information reporting and/or backup
withholding.

Individual U.S. Holders may be required to report to the IRS certain information with respect to their
beneficial ownership of the Notes. Investors who fail to report required information could be subject to
substantial penalties.

Disclosure Requirements
U.S. Treasury Regulations meant to require the reporting of certain tax shelter transactions (Reportable
Transactions) could be interpreted to cover transactions generally not regarded as tax shelters, including certain
foreign currency transactions. Under the U.S. Treasury Regulations, certain transactions with respect to the Notes
may be characterised as Reportable Transactions including, in certain circumstances, a sale, exchange, retirement
or other taxable disposition of a Foreign Currency Note. Persons considering the purchase of such Notes should
consult with their tax advisers to determine the tax return obligations, if any, with respect to an investment in
such Notes, including any requirement to file IRS Form 8886 (Reportable Transaction Disclosure Statement).

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EU SAVINGS DIRECTIVE
Under EC Council Directive 2003/48/EC on the taxation of savings income, Member States are required to
provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by
a person within its jurisdiction to an individual resident in that other Member State or to certain limited types of
entities established in that other Member State. However, for a transitional period, Luxembourg and Austria are
instead required (unless during that period they elect otherwise) to operate a withholding system in relation to
such payments (the ending of such transitional period being dependent upon the conclusion of certain other
agreements relating to information exchange with certain other countries). A number of non-EU countries and
territories including Switzerland have adopted similar measures (a withholding system in the case of
Switzerland).

The European Commission has proposed certain amendments to the Directive, which may, if implemented,
amend or broaden the scope of the requirements described above.

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 CERTAIN ERISA CONSIDERATIONS

The U.S. Employee Retirement Income Security Act of 1974, as amended (ERISA), imposes requirements
on employee benefit plans (as defined in Section 3(3) of ERISA) subject to ERISA and on entities, such as
collective investment funds and separate accounts whose underlying assets include the assets of such plans (all of
which are hereinafter referred to as ERISA Plans), and on persons who are fiduciaries (as defined in Section
3(21) of ERISA) with respect to such ERISA Plans. The Code also imposes certain requirements on ERISA Plans
and on other retirement plans and arrangements, including individual retirement accounts and Keogh plans (such
ERISA Plans and other Plans as defined in Section 4975 of the Code are hereinafter referred to as Plans).
Certain employee benefit plans, including governmental plans (as defined in Section 3(32) of ERISA), if no
election has been made under Section 410(d) of the Code, church plans (as defined in Section 3(33) of ERISA),
and non-U.S. plans (as described in Section 4(b)(4) of ERISA) are not subject to the prohibited transaction rules
of ERISA or the Code but may be subject to similar rules under other applicable laws or documents.
Accordingly, assets of such plans may be invested in the Notes without regard to the prohibited transaction
considerations under ERISA and the Code described below, subject to the provisions of other applicable federal,
state, local or non-U.S. law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code
(Similar Law).

Investments by ERISA Plans are subject to ERISAs general fiduciary requirements, including the
requirement of investment prudence and diversification, requirements respecting delegation of investment
authority and the requirement that an ERISA Plans investments be made in accordance with the documents
governing the ERISA Plan. Each ERISA Plan fiduciary, before deciding to invest in the Notes, must be satisfied
that investment in the Notes is a prudent investment for the ERISA Plan, that the investments of the ERISA Plan,
including the investment in the Notes, are diversified so as to minimise the risk of large losses and that an
investment in the Notes complies with the ERISA Plan and related trust documents.

Section 406 of ERISA and/or Section 4975 of the Code prohibits Plans from engaging in certain
transactions with persons that are parties in interest under ERISA or disqualified persons under the Code
with respect to such Plans (collectively, Parties in Interest). The types of transactions between Plans and Parties
in Interest that are prohibited include: (a) sales, exchanges or leases of property, (b) loans or other extensions of
credit and (c) the furnishing of goods and services. Certain Parties in Interest that participate in a non-exempt
prohibited transaction may be subject to an excise tax under ERISA or the Code. In addition, the persons
involved in the prohibited transaction may have to rescind the transaction and pay an amount to the Plan for any
losses realised by the Plan or profits realised by such persons and certain other liabilities could result that have a
significant adverse effect on such persons. Certain exemptions from the prohibited transaction provisions of
Section 406 of ERISA and Section 4975 of the Code may apply depending in part on the type of Plan fiduciary
making the decision to acquire a Note and the circumstances under which such decision is made. Included among
these exemptions are Section 408(b)(17) of ERISA (relating to certain transactions between a plan and a non-
fiduciary service provider), Prohibited Transaction Class Exemption (PTCE) 95-60 (relating to investments by
insurance company general accounts), PTCE 91-38 (relating to investments by bank collective investment funds),
PTCE 84-14 (relating to transactions effected by a qualified professional asset manager), PTCE 90-1 (relating
to investments by insurance company pooled separate accounts) and PTCE 96-23 (relating to transactions
determined by an in-house asset manager). There can be no assurance that any of these class exemptions or any
other exemption will be available with respect to any particular transaction involving the Notes.

Any insurance company proposing to invest assets of its general account in any Notes should consider the
extent to which such investment would be subject to the requirements of ERISA in light of the U.S. Supreme
Courts decision in John Hancock Mutual Life Insurance Co. v. Harris Trust and Savings Bank, 510 U.S. 86
(1993). In particular, such an insurance company should consider the extent of the relief granted by the U.S.
Department of Labor in PTCE, and the effect of Section 401(c) of ERISA as interpreted by the regulations issued
thereunder by the U.S. Department of Labor in January 2000. There can be no assurance that any of the
exceptions to the look-through rule applies or that PTCE 95-60 will be available.

Under a look-through rule set forth in regulations issued by the U.S. Department of Labor at 29 C.F.R.
Section 2510.3-101, as modified by Section 3(42) of ERISA (Plan Assets Regulation), if a Plan invests in an
equity interest of an entity that is neither a publicly-offered security nor a security issued by an investment
company registered under the Investment Company Act, the Plans assets include both the equity interest and an
undivided interest in each of the entitys underlying assets, unless it is established that the entity is an operating
company or that equity participation in the entity by Benefit Plan Investors (as defined below) is not
significant. The Plan Assets Regulation defines equity participation in an entity by Benefit Plan Investors as

216
significant if 25 per cent. or more of the value of any class of equity interest in the entity is held by Benefit
Plan Investors. Benefit Plan Investors include any (i) employee benefit plan as defined in Section 3(3) of
ERISA, that is subject to Title I of ERISA, (ii) plan described in Section 4975 of the Code, that is subject to
Section 4975 of the Code, including without limitation, an individual retirement account or Keogh plan or (iii)
entity whose underlying assets include (or are deemed to include for purposes of ERISA or the Code) assets of a
plan described in (i) or (ii) by reason of an employee benefit plans or plans investment in such entity, including
but not limited to, as applicable, an insurance company general account, an insurance company separate account
or a collective investment fund.

If the assets of the Issuer were deemed to be plan assets of a Plan, the Issuer would be subject to certain
fiduciary obligations under ERISA and certain transactions that the Issuer might enter into, or may have entered
into, in the ordinary course of business might constitute or result in non-exempt prohibited transactions under
ERISA or Section 4975 of the Code and might have to be rescinded.

Notes issued by the Issuer should not be considered to be equity interests for purposes of the Plan Assets
Regulation and will be treated as indebtedness. Nevertheless, prohibited transactions within the meaning of
Section 406 of ERISA or Section 4975 of the Code may arise if any of the Notes are acquired by a Benefit Plan
Investor with respect to which the Issuer is a Party in Interest. Accordingly, each purchaser and subsequent
transferee of any Note (or any interest therein) will be deemed by such purchase or acquisition of any Note (or
any interest therein) to have represented and warranted, on each day from the date on which the purchaser or
transferee acquires the Note (or any interest therein) through and including the date on which the purchaser or
transferee disposes of such Note (or any interest therein), that, unless otherwise provided in the applicable Final
Terms, either (i) it is not, is not using the assets of, and shall not at any time hold such Note (or any interest
therein) for or on behalf of, a Benefit Plan Investor or a governmental, church or non-US plan subject to Similar
Law or (ii) its acquisition, holding and disposition of such Note (or any interest therein) will not constitute or
result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or, in the
case of a governmental, church or non-US plan, a violation of any applicable Similar Law. Any purported
purchase or transfer of such a Note (or any interest therein) that does not comply with the foregoing shall be null
and void ab initio.

Any Plan fiduciary that proposes to cause a Plan to purchase any Notes or any interest therein, should
consult with its counsel regarding the applicability of the fiduciary responsibility and prohibited transaction
provisions of ERISA and Section 4975 of the Code to such an investment, and confirm that such investment will
not constitute or result in a prohibited transaction or any other violation of an applicable requirement of ERISA.
Similarly, fiduciaries of any governmental, church or non-U.S. plans should consult with their counsel before
purchasing any Notes or any interest therein.

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 SUBSCRIPTION AND SALE AND TRANSFER AND SELLING RESTRICTIONS

The Dealers have, in an amended and restated programme agreement (the Programme Agreement) dated
28 April 2009, agreed with the Issuer and the Guarantor a basis upon which they or any of them may from time
to time agree to purchase Notes. Any such agreement will extend to those matters stated under Form of the
Notes and Terms and Conditions of the Notes. In the Programme Agreement, the Issuer (failing which, the
Guarantor) has agreed to reimburse the Dealers for certain of their expenses in connection with the establishment
and any future update of the Programme and the issue of Notes under the Programme and to indemnify the
Dealers against certain liabilities incurred by them in connection therewith.

In order to facilitate the offering of any Tranche of the Notes, certain persons participating in the offering of
the Tranche may engage in transactions that stabilise, maintain or otherwise affect the market price of the
relevant Notes during and after the offering of the Tranche. Specifically such persons may over-allot or create a
short position in the Notes for their own account by selling more Notes than have been sold to them by the Issuer.
Such persons may also elect to cover any such short position by purchasing Notes in the open market. In
addition, such persons may stabilise or maintain the price of the Notes by bidding for or purchasing Notes in the
open market and may impose penalty bids, under which selling concessions allowed to syndicate members or
other broker-dealers participating in the offering of the Notes are reclaimed if Notes previously distributed in the
offering are repurchased in connection with stabilisation transactions or otherwise. The effect of these
transactions may be to stabilise or maintain the market price of the Notes at a level above that which might
otherwise prevail in the open market. The imposition of a penalty bid may also affect the price of the Notes to the
extent that it discourages resales thereof. No representation is made as to the magnitude or effect of any such
stabilising or other transactions. Such transactions, if commenced, may be discontinued at any time. Under U.K.
laws and regulations stabilising activities may only be carried on by the Stabilising Manager(s) named in the
applicable Final Terms (or persons acting on behalf of any Stabilising Manager(s)) and only for a limited period
following the Issue Date of the relevant Tranche of Notes.

TRANSFER RESTRICTIONS
As a result of the following restrictions, purchasers of Notes in the United States are advised to consult legal
counsel prior to making any purchase, offer, sale, resale or other transfer of such Notes.
Each purchaser of Registered Notes (other than a person purchasing an interest in a Registered Global Note
with a view to holding it in the form of an interest in the same Global Note) or person wishing to transfer an
interest from one Registered Global Note to another or from global to definitive form or vice versa, will be
required to acknowledge, represent and agree, and each person purchasing an interest in a Registered Global
Note with a view to holding it in the form of an interest in the same Global Note will be deemed to have
acknowledged, represented and agreed, as follows (terms used in this paragraph that are defined in Rule 144A or
in Regulation S are used herein as defined therein):
(i) that either: (a) it is a QIB that is also a QP, purchasing (or holding) the Notes for its own account or for the
account of one or more QIBs that are also QPs and it is aware that any sale to it is being made in reliance on
Rule 144A or (b) it is an Institutional Accredited Investor which has delivered an IAI Investment Letter that
is also a QP or (c) it is outside the United States and is not a U.S. person;
(ii) that it is not a broker-dealer which owns and invests on a discretionary basis less than U.S.$25,000,000 in
securities of unaffiliated issuers;
(iii) that it is not formed for the purpose of investing in the Issuer;
(iv) that it, and each account for which it is purchasing, will hold and transfer at last the minimum denomination
of the Notes;
(v) that it understands that the Issuer may receive a list of participants holding positions in its securities from
one or more book-entry depositories;
(vi) that the Notes are being offered and sold in a transaction not involving a public offering in the United States
within the meaning of the Securities Act, and that the Notes and the Guarantee have not been and will not be
registered under the Securities Act or any other applicable U.S. State securities laws and neither the Issuer
nor the Guarantor has registered or intends to register as an investment company under the Investment
Company Act and, accordingly, the Notes may not be offered or sold within the United States or to, or for
the account or benefit of, U.S. persons except as set forth below;

218
(vii) that, unless it holds an interest in a Regulation S Global Note and either is a person located outside the
United States or is not a U.S. person, if in the future it decides to resell, pledge or otherwise transfer the
Notes or any beneficial interests in the Notes, it will do so, prior to the expiration of the applicable required
holding period determined pursuant to Rule 144 of the Securities Act from the later of the last Issue Date for
the Series and the last date on which the Issuer or an affiliate of the Issuer was the owner of such Notes,
only (a) to the Issuer or any affiliate thereof, (b) inside the United States to a person whom the seller
reasonably believes is a QIB that is also a QP purchasing for its own account or for the account of a QIB
that is also a QP in a transaction meeting the requirements of Rule 144A, (c) outside the United States in
compliance with Rule 903 or Rule 904 under the Securities Act, (d) pursuant to the exemption from
registration provided by Rule 144 under the Securities Act (if available) or (e) pursuant to an effective
registration statement under the Securities Act, in each case in accordance with all applicable U.S. State
securities laws;
(viii) it will, and will require each subsequent holder to, notify any purchaser or transferee, as applicable, of the
Notes from it of the resale and transfer restrictions referred to in paragraph (vii) above, if then applicable;
(ix) that Notes initially offered in the United States to QIBs that are also QPs will be represented by one or more
Rule 144A Global Notes, that Notes offered to Institutional Accredited Investors that are also QPs will be in
the form of Definitive IAI Registered Notes and that Notes offered outside the United States in reliance on
Regulation S will be represented by one or more Regulation S Global Notes;
(x) that it understands that the Issuer has the power to compel any beneficial owner of Notes represented by a
Rule 144A Global Note that is a U.S. person and is not a QIB and a QP to sell its interest in such Notes, or
may sell such interest on behalf of such owner. The Issuer has the right to refuse to honour the transfer of an
interest in any Rule 144A Global Note to a U.S. person who is not a QIB and a QP. Any purported transfer
of an interest in a Rule 144A Global Note to a purchaser that does not comply with the requirements of the
transfer restrictions herein will be of no force and effect and will be void ab initio;
(xi) that it understands that the Issuer has the power to compel any beneficial owner of Definitive IAI Notes that
is a U.S. person and is not an Institutional Accredited Investor and a QP to sell its interest in such Notes, or
may sell such interest on behalf of such owner. The Issuer has the right to refuse to honour the transfer of a
Definitive IAI Note to a U.S. person who is not an Institutional Accredited Investor and a QP. Any
purported transfer of a Definitive IAI Note to a purchaser that does not comply with the requirements of the
transfer restrictions herein will be of no force and effect and will be void ab initio;
(xii) that the purchaser agrees that it will be deemed by such purchase or acquisition of any Note (or any interest
therein) to have represented and warranted, on each day from the date on which the purchaser acquires the
Note (or any interest therein) through and including the date on which the purchaser disposes of such Note
(or any interest therein), that, unless otherwise provided in the applicable Final Terms, either (i) it is not, is
not using the assets of, and shall not at any time hold such Note (or any interest therein) for or on behalf of,
an employee benefit plan as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA, a plan
as defined in and subject to Section 4975 of the Code, an entity whose underlying assets include (or are
deemed for purposes of ERISA or the Code to include) plan assets by reason of an employee benefit plans
or plans investment in such entity or a governmental, church or non-US plan subject to federal state, local
or non-US laws substantially similar to Section 406 of ERISA or Section 4975 of the Code (Similar Law)
or (ii) its acquisition, holding and disposition of such Note (or any interest therein), will not constitute or
result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or,
in the case of a governmental, church or non-US plan, a violation of any applicable Similar Law. Any
purported purchase or transfer of such a Note (or any interest therein) that does not comply with the
foregoing shall be null and void ab initio;
(xiii) that the Notes in registered form, other than the Regulation S Global Notes, will bear a legend to the
following effect unless otherwise agreed to by the Issuer:
NEITHER THIS SECURITY NOR THE GUARANTEE THEREOF HAS BEEN NOR WILL BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES
ACT), OR ANY OTHER APPLICABLE U.S. STATE SECURITIES LAWS AND NEITHER THE
ISSUER NOR THE GUARANTOR HAS REGISTERED OR INTENDS TO REGISTER AS AN
INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED
(THE INVESTMENT COMPANY ACT), AND, ACCORDINGLY, THE SECURITIES MAY NOT BE
OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT
OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS
ACQUISITION HEREOF, THE HOLDER (A) REPRESENTS THAT (1) IT IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (QIB)

219
THAT IS ALSO A QUALIFIED PURCHASER WITHIN THE MEANING OF SECTION 2(a)(51)(A) OF
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, AND THE RULES AND
REGULATIONS THEREUNDER (a QP), PURCHASING THE SECURITIES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QIBs THAT ARE QPs IN A MINIMUM
PRINCIPAL AMOUNT OF U.S.$200,000 (OR THE EQUIVALENT AMOUNT IN A FOREIGN
CURRENCY) OR (2) IT IS AN INSTITUTIONAL ACCREDITED INVESTOR (AS DEFINED IN
RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN INSTITUTIONAL
ACCREDITED INVESTOR) THAT IS ALSO A QP IN A MINIMUM PRINCIPAL AMOUNT OF
U.S.$500,000 (OR THE EQUIVALENT AMOUNT IN A FOREIGN CURRENCY) THAT IS NOT, IN
EACH CASE, (i) A BROKER-DEALER WHICH OWNS AND INVESTS ON A DISCRETIONARY
BASIS LESS THAN U.S.$25,000,000 IN SECURITIES OF UNAFFILIATED ISSUERS, (ii) FORMED
FOR THE PURPOSE OF INVESTING IN THE ISSUER AND (iii) A PLAN OR TRUST FUND
REFERRED TO IN PARAGRAPH (a)(1)(i)(D), (E) OR (F) OF RULE 144A IF INVESTMENT
DECISIONS WITH RESPECT TO THE PLAN ARE MADE BY THE BENEFICIARIES OF THE PLAN;
(B) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SECURITIES
EXCEPT IN ACCORDANCE WITH THE AGENCY AGREEMENT AND, PRIOR TO EXPIRATION OF
THE APPLICABLE REQUIRED HOLDING PERIOD DETERMINED PURSUANT TO RULE 144 OF
THE SECURITIES ACT FROM THE LATER OF THE LAST ISSUE DATE FOR THE SERIES AND
THE LAST DATE ON WHICH THE ISSUER OR AN AFFILIATE OF THE ISSUER WAS THE OWNER
OF SUCH SECURITIES OTHER THAN (1) TO THE ISSUER OR ANY AFFILIATE THEREOF,
(2) INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES
IS (i) A QIB WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT THAT IS
ALSO A QP PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER THAT IS ALSO A QP IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A OR (ii) AN INSTITUTIONAL ACCREDITED INVESTOR THAT IS
ALSO A QP PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF AN
INSTITUTIONAL ACCREDITED INVESTOR THAT IS ALSO A QP, (3) OUTSIDE THE UNITED
STATES IN COMPLIANCE WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT,
(4) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER
THE SECURITIES ACT (IF AVAILABLE) OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND ANY OTHER
JURISDICTION; AND (C) IT AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM
THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE
EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THE SECURITY.
ANY RESALE OR OTHER TRANSFER OF THIS SECURITY (OR BENEFICIAL INTEREST HEREIN)
WHICH IS NOT MADE IN COMPLIANCE WITH THE RESTRICTIONS SET FORTH HEREIN WILL
BE OF NO FORCE AND EFFECT, WILL BE NULL AND VOID AB INITIO AND WILL NOT
OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY
INSTRUCTIONS TO THE CONTRARY TO THE ISSUER OR ANY OF ITS AGENTS. IN ADDITION
TO THE FOREGOING, IN THE EVENT OF A TRANSFER OF THIS SECURITY (OR BENEFICIAL
INTEREST HEREIN) TO A U.S. PERSON WITHIN THE MEANING OF REGULATION S THAT IS
NOT A QIB AND A QP OR AN INSTITUTIONAL ACCREDITED INVESTOR AND A QP, THE
ISSUER MAY (A) COMPEL SUCH TRANSFEREE TO SELL THIS SECURITY OR ITS INTEREST
HEREIN TO A PERSON WHO (I) IS A U.S. PERSON WHO IS A QIB AND A QP OR AN
INSTITUTIONAL ACCREDITED INVESTOR AND A QP THAT IS, IN EACH CASE, OTHERWISE
QUALIFIED TO PURCHASE THIS SECURITY OR INTEREST HEREIN IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OR (II) IS NOT A U.S. PERSON
WITHIN THE MEANING OF REGULATION S IN AN OFFSHORE TRANSACTION IN COMPLIANCE
WITH REGULATION S OR (B) COMPEL SUCH TRANSFEREE TO SELL THIS SECURITY OR ITS
INTEREST HEREIN TO A PERSON DESIGNATED BY OR ACCEPTABLE TO THE ISSUER AT A
PRICE EQUAL TO THE LESSER OF (X) THE PURCHASE PRICE THEREFOR PAID BY THE
ORIGINAL TRANSFEREE, (Y) 100 PER CENT. OF THE PRINCIPAL AMOUNT THEREOF OR
(Z) THE FAIR MARKET VALUE THEREOF. THE ISSUER HAS THE RIGHT TO REFUSE TO
HONOUR A TRANSFER OF THIS SECURITY OR INTEREST HEREIN TO A U.S. PERSON WHO IS
NOT A QIB AND A QP OR AN INSTITUTIONAL ACCREDITED INVESTOR AND A QP. EACH
TRANSFEROR OF THIS SECURITY WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS
SET FORTH HEREIN AND IN THE AGENCY AGREEMENT TO ITS TRANSFEREE. NEITHER THE

220
 ISSUER NOR THE GUARANTOR HAS REGISTERED AND NEITHER INTENDS TO REGISTER
UNDER THE INVESTMENT COMPANY ACT.

EACH PURCHASER OF THIS SECURITY (OR ANY INTEREST HEREIN) AGREES THAT IT WILL
BE DEEMED BY SUCH PURCHASE OF THIS SECURITY (OR ANY INTEREST HEREIN) TO HAVE
REPRESENTED AND WARRANTED, ON EACH DAY FROM THE DATE ON WHICH THE
PURCHASER ACQUIRES THIS SECURITY (OR ANY INTEREST HEREIN) THROUGH AND
INCLUDING THE DATE ON WHICH THE PURCHASER DISPOSES OF THIS SECURITY (OR ANY
INTEREST HEREIN), THAT, UNLESS OTHERWISE PROVIDED IN THE APPLICABLE FINAL
TERMS, EITHER (I) IT IS NOT, IS NOT USING THE ASSETS OF, AND SHALL NOT AT ANY TIME
HOLD THIS SECURITY (OR ANY INTEREST HEREIN) FOR OR ON BEHALF OF, AN EMPLOYEE
BENEFIT PLAN AS DEFINED IN SECTION 3(3) OF ERISA, THAT IS SUBJECT TO TITLE I OF
ERISA, A PLAN AS DEFINED IN AND SUBJECT TO SECTION 4975 OF THE CODE, AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE OR ARE DEEMED FOR PURPOSES OF ERISA OR THE
CODE TO INCLUDE PLAN ASSETS BY REASON OF AN EMPLOYEE BENEFIT PLANS OR
PLANS INVESTMENT IN SUCH ENTITY OR A GOVERNMENTAL, CHURCH OR NON-US PLAN
SUBJECT TO FEDERAL STATE, LOCAL OR NON-US LAWS SUBSTANTIALLY SIMILAR TO
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (SIMILAR LAW) OR (II) ITS
ACQUISITION, HOLDING AND DISPOSITION OF THIS SECURITY (OR ANY INTEREST HEREIN),
WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR, IN THE CASE OF A
GOVERNMENTAL, CHURCH OR NON-US PLAN, A VIOLATION OF ANY APPLICABLE SIMILAR
LAWS. ANY PURPORTED PURCHASE OR TRANSFER OF THIS SECURITY (OR ANY INTEREST
HEREIN) THAT DOES NOT COMPLY WITH THE FOREGOING SHALL BE NULL AND VOID AB
INITIO.
THE ISSUER MAY COMPEL EACH BENEFICIAL HOLDER HEREOF TO CERTIFY PERIODICALLY
THAT SUCH OWNER IS A QIB AND A QP OR AN INSTITUTIONAL ACCREDITED INVESTOR
AND A QP.
THIS SECURITY AND RELATED DOCUMENTATION (INCLUDING, WITHOUT LIMITATION, THE
AGENCY AGREEMENT REFERRED TO HEREIN) MAY BE AMENDED OR SUPPLEMENTED
FROM TIME TO TIME, WITHOUT THE CONSENT OF, BUT UPON NOTICE TO, THE HOLDERS OF
SUCH SECURITIES SENT TO THEIR REGISTERED ADDRESSES, TO MODIFY THE
RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS
SECURITY TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE
INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO RESALES OR OTHER
TRANSFERS OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY
SHALL BE DEEMED, BY ITS ACCEPTANCE OR PURCHASE HEREOF, TO HAVE AGREED TO
ANY SUCH AMENDMENT OR SUPPLEMENT (EACH OF WHICH SHALL BE CONCLUSIVE AND
BINDING ON THE HOLDER HEREOF AND ALL FUTURE HOLDERS OF THIS SECURITY AND
ANY SECURITIES ISSUED IN EXCHANGE OR SUBSTITUTION THEREFOR, WHETHER OR NOT
ANY NOTATION THEREOF IS MADE HEREON).;
(xiv)that the Notes in registered form which are registered in the name of a nominee of DTC will bear an
additional legend to the following effect unless otherwise agreed to by the Issuer:
UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORISED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, (DTC), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
REGISTERED NOTE ISSUED IN EXCHANGE FOR THIS GLOBAL NOTE OR ANY PORTION
HEREOF IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUIRED BY AN AUTHORISED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORISED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF IS
WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
THIS GLOBAL SECURITY MAY NOT BE EXCHANGED, IN WHOLE OR IN PART, FOR A
SECURITY REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY
TRUST COMPANY OR A NOMINEE THEREOF EXCEPT IN THE LIMITED CIRCUMSTANCES SET
FORTH IN THIS GLOBAL SECURITY, AND MAY NOT BE TRANSFERRED, IN WHOLE OR IN

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 PART, EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THIS LEGEND.
BENEFICIAL INTERESTS IN THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT
IN ACCORDANCE WITH THIS LEGEND.;
(xv) if it is outside the United States and is not a U.S. person, that if it should resell or otherwise transfer the
Notes prior to the expiration of the distribution compliance period (defined as 40 days after the later of the
commencement of the offering and the closing date with respect to the original issuance of the Notes), it
will do so only (a)(i) outside the United States in compliance with Rule 903 or 904 under the Securities Act
or (ii) to a QIB that is also a QP in compliance with Rule 144A and (b) in accordance with all applicable
U.S. State securities laws; and it acknowledges that the Regulation S Global Notes will bear a legend to the
following effect unless otherwise agreed to by the Issuer:
THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR ANY OTHER
APPLICABLE U.S. STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR
SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS EXCEPT IN ACCORDANCE WITH THE AGENCY AGREEMENT AND PURSUANT TO
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT. THIS LEGEND SHALL
CEASE TO APPLY UPON THE EXPIRY OF THE PERIOD OF 40 DAYS AFTER THE COMPLETION
OF THE DISTRIBUTION OF ALL THE NOTES OF THE TRANCHE OF WHICH THIS NOTE FORMS
PART.; and
(xvi)that the Issuer and others will rely upon the truth and accuracy of the foregoing acknowledgements,
representations and agreements and agrees that if any of such acknowledgements, representations or
agreements made by it are no longer accurate, it shall promptly notify the Issuer; and if it is acquiring any
Notes as a fiduciary or agent for one or more accounts it represents that it has sole investment discretion
with respect to each such account and that it has full power to make the foregoing acknowledgements,
representations and agreements on behalf of each such account.

Institutional Accredited Investors that are also QPs who purchase Registered Notes in definitive form
offered and sold in the United States in reliance upon the exemption from registration provided by the Securities
Act are required to execute and deliver to the Registrar an IAI Investment Letter. Upon execution and delivery of
an IAI Investment Letter by an Institutional Accredited Investor, Notes will be issued in definitive registered
form, see Form of the Notes.

The IAI Investment Letter will state, among other things, the following:
(i) that the Institutional Accredited Investor has received a copy of the Base Prospectus and such other
information as it deems necessary in order to make its investment decision;
(ii) that the Institutional Accredited Investor understands that any subsequent transfer of the Notes is subject to
certain restrictions and conditions set forth in the Base Prospectus and the Notes (including those set out
above) and that it agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes except in
compliance with, such restrictions and conditions and the Securities Act;
(iii) that, in the normal course of its business, the Institutional Accredited Investor invests in or purchases
securities similar to the Notes;
(iv) that the Institutional Accredited Investor is an Institutional Accredited Investor within the meaning of Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that is also a qualified purchaser within
the meaning of Section 2(a)(51)(A) of the Investment Company Act and the rules and regulations thereunder
and has such knowledge and experience in financial and business matters as to be capable of evaluating the
merits and risks of its investment in the Notes, and it and any accounts for which it is acting are each able to
bear the economic risk of its or any such accounts investment for an indefinite period of time;
(v) that the Institutional Accredited Investor is acquiring the Notes purchased by it for its own account or for
one or more accounts (each of which is an Institutional Accredited Investor that is also a QP) as to each of
which it exercises sole investment discretion and not with a view to any distribution of the Notes, subject,
nevertheless, to the understanding that the disposition of its property shall at all times be and remain within
its control; and
(vi) that, in the event that the Institutional Accredited Investor purchases Notes, it will acquire Notes having a
minimum purchase price of at least U.S.$500,000 (or the approximate equivalent in another Specified
Currency).

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 No sale of Legended Notes in the United States to any one purchaser will be for less than U.S.$200,000 (or
its foreign currency equivalent) principal amount or, in the case of sales to Institutional Accredited Investors that
are also QPs, U.S.$500,000 (or its foreign currency equivalent) principal amount and no Legended Note will be
issued in connection with such a sale in a smaller principal amount. If the purchaser is a non-bank fiduciary
acting on behalf of others, each person for whom it is acting must purchase at least U.S.$200,000 (or its foreign
currency equivalent) or, in the case of sales to Institutional Accredited Investors that are also QPs, U.S.$500,000
(or its foreign currency equivalent) principal amount of Registered Notes.

SELLING RESTRICTIONS
United States
The Notes have not been and will not be registered under the Securities Act or the securities laws of any
state or other jurisdiction of the United States and may not be offered or sold within the United States or to, or for
the account or benefit of, U.S. persons except in certain transactions exempt from, or not subject to the
registration requirements of the Securities Act.

In connection with any Notes which are offered or sold outside the United States in reliance on an
exemption from the registration requirements of the Securities Act provided under Regulation S (Regulation S
Notes), each Dealer has represented, warranted, undertaken and agreed, and each further Dealer appointed under
the Programme will be required to represent, warrant, undertake and agree, that it will not offer, sell or deliver
such Regulation S Notes (i) as part of their distribution at any time or (ii) otherwise until 40 days after the
completion of the distribution, as determined and certified by the relevant Dealer or, in the case of an issue of
Notes on a syndicated basis, the relevant lead manager, of all Notes of the Tranche of which such Regulation S
Notes are a part, within the United States or to, or for the account or benefit of, U.S. persons. Each Dealer has
further agreed, and each further Dealer appointed under the Programme will be required to agree, that it will send
to each dealer to which it sells any Regulation S Notes during the distribution compliance period a confirmation
or other notice setting forth the restrictions on offers and sales of the Regulation S Notes within the United States
or to, or for the account or benefit of, U.S. persons. Terms used in the two preceding paragraphs have the
meanings given to them by Regulation S under the Securities Act.

The Bearer Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within
the United States or its possessions or to a United States person, except in certain transactions permitted by U.S.
Treasury regulations. Terms used in this paragraph have the meanings given to them by the Code and regulations
promulgated thereunder.

In respect of Bearer Notes where TEFRA D is specified in the applicable Final Terms each Dealer will be
required to represent, undertake and agree (and each additional Dealer appointed under the Programme will be
required to represent, undertake and agree) that:
(a) except to the extent permitted under U.S. Treas. Reg. Section 1.163-5(c)(2)(i)(D) (the D Rules), (i) that
it has not offered or sold, and during the restricted period it will not offer or sell, Bearer Notes to a
person who is within the United States or its possessions or to a United States person, and (ii) that it has
not delivered and it will not deliver within the United States or its possessions Definitive Bearer Notes
that are sold during the restricted period;
(b) it has and throughout the restricted period it will have in effect procedures reasonably designed to
ensure that its employees or agents who are directly engaged in selling Bearer Notes are aware that
such Notes may not be offered or sold during the restricted period to a person who is within the United
States or its possessions or to a United States person, except as permitted by the D Rules;
(c) if it is a United States person, it is acquiring Bearer Notes for purposes of resale in connection with
their original issuance and if it retains Bearer Notes for its own account, it will only do so in
accordance with the requirements of U.S. Treas. Reg. Section l.163-5(c)(2)(i)(D)(6);
(d) with respect to each affiliate that acquires Bearer Notes from a Dealer for the purpose of offering or
selling such Notes during the restricted period, such Dealer repeats and confirms the representations
and agreements contained in subparagraphs (a), (b) and (c) on such affiliates behalf; and
(e) it will obtain from any distributor (within the meaning of U.S. Treas. Reg. Section 1.163-
5(c)(2)(i)(D)(4)(ii)) that purchases any Bearer Notes from it pursuant to a written contract with such
Dealer (except a distributor that is one of its affiliates or is another Dealer), for the benefit of the Issuer
and each other Dealer, the representations contained in, and such distributors agreement to comply
with, the provisions of subparagraphs (a), (b), (c) and (d) of this paragraph insofar as they relate to the
D Rules, as if such distributor were a Dealer hereunder.

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 Terms used in this paragraph have the meanings given to them by the Code and Treasury regulations
thereunder, including the D Rules.

Until 40 days after the commencement of the offering of any Series of Notes, an offer or sale of such Notes
within the United States by any dealer (whether or not participating in the offering) may violate the registration
requirements of the Securities Act if such offer or sale is made otherwise than in accordance with an available
exemption from registration under the Securities Act.

Dealers may arrange for the resale of Notes to QIBs that are also QPs pursuant to Rule 144A and each such
purchaser of Notes is hereby notified that the Dealers may be relying on the exemption from the registration
requirements of the Securities Act provided by Rule 144A. The minimum aggregate principal amount of Notes
which may be purchased by a QIB that is also a QP pursuant to Rule 144A is U.S.$200,000 (or the approximate
equivalent thereof in any other currency). To the extent that the Issuer is not subject to or does not comply with
the reporting requirements of Section 13 or 15(d) of the Exchange Act or the information furnishing requirements
of Rule 12g3-2(b) thereunder, the Issuer has agreed to furnish to holders of Notes and to prospective purchasers
designated by such holders, upon request, such information as may be required by Rule 144A(d)(4).

Unless otherwise stated in the applicable Final Terms, the minimum denomination of each Definitive IAI
Registered Note will be U.S.$500,000 or its approximate equivalent in other Specified Currencies.

Each issuance of Index Linked Notes or Dual Currency Notes shall be subject to such additional U.S. selling
restrictions as the Issuer and the relevant Dealer may agree as a term of the issuance and purchase of such Notes,
which additional selling restrictions shall be set out in the applicable Final Terms.

Public Offer Selling Restriction under the Prospectus Directive

In relation to each Member State of the European Economic Area which has implemented the Prospectus
Directive (each, a Relevant Member State), each Dealer has represented and agreed, and each further Dealer
appointed under the Programme will be required to represent and agree, that with effect from and including the
date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant
Implementation Date) it has not made and will not make an offer of Notes which are the subject of the offering
contemplated by this Base Prospectus as completed by the final terms in relation thereto to the public in that
Relevant Member State, except that it may, with effect from and including the Relevant Implementation Date,
make an offer of such Notes to the public in that Relevant Member State:
(a) at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b) at any time to fewer than 100 or, if the relevant Member State has implemented the relevant provision
of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as
defined in the Prospectus Directive) subject to obtaining the prior consent of the relevant Dealer or
Dealers nominated by the Issuer for any such offer; or
(c) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Notes referred to above shall require the Issuer, the Guarantor or any 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.

For the purposes of this provision, the expression an offer of Notes to the public in relation to any Notes in
any Relevant Member State means the communication in any form and by any means of sufficient information
on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe
Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in
that Member State, the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto,
including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and
includes any relevant implementing measure in the Relevant Member State and the expression 2010 PD
Amending Directive means Directive 2010/73/EU.

United Kingdom
Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be
required to represent and agree, that:
(i) in relation to any Notes which have a maturity of less than one year, (a) it is a person whose ordinary
activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for
the purposes of its business and (b) it has not offered or sold and will not offer or sell any Notes other than

224
 to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of
investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect
will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their
businesses where the issue of the Notes would otherwise constitute a contravention of Section 19 of the
FSMA by the Issuer;
(ii) it has only communicated or caused to be communicated and will only communicate or cause to be
communicated an invitation or inducement to engage in investment activity (within the meaning of
Section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in
which Section 21(1) of the FSMA does not apply to the Issuer or the Guarantor; and
(iii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done
by it in relation to any Notes in, from or otherwise involving the United Kingdom.

The Netherlands
Each Dealer that does not have the requisite Dutch regulatory capacity to make offers or sales of financial
instruments in The Netherlands will represent and agree with the Issuer that it has not offered or sold or will not
offer or sell, respectively, any of the Notes in The Netherlands, other than through one or more investment firms
acting as principals and having the Dutch regulatory capacity to make such offers or sales.

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be
required to represent and agree that Zero Coupon Notes (as defined below) in definitive form may only be
transferred and accepted, directly or indirectly, within, from or into The Netherlands through the mediation of
either the Issuer or a member firm of Euronext Amsterdam N.V. in full compliance with the Dutch Savings
Certificates Act (Wet inzake spaarbewijzen) of 21 May 1985 (as amended) and its implementing regulations. No
such mediation is required: (a) in respect of the transfer and acceptance of rights representing an interest in a
Zero Coupon Instrument in global form or (b) in respect of the initial issue of Zero Coupon Notes in definitive
form to the first holders thereof or (c) in respect of the transfer and acceptance of Zero Coupon Notes in
definitive form between individuals not acting in the conduct of a business or profession, or (d) in respect of the
transfer and acceptance of such Zero Coupon Notes within, from or into The Netherlands if all Zero Coupon
Notes (either in definitive form or as rights representing an interest in a Zero Coupon Instrument in global form)
of any particular Series are issued outside The Netherlands and are not distributed into The Netherlands in the
course of initial distribution or immediately thereafter. As used herein Zero Coupon Notes are Notes that are in
bearer form and that constitute a claim for a fixed sum against the Issuer and on which interest does not become
due during their tenor or on which no interest is due whatsoever.

Japan
The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of
Japan (Act No. 25 of 1948, as amended, the FIEA) and each Dealer has represented and agreed, and each further
Dealer appointed under the Programme will be required to represent and agree, that it will not offer or sell any
Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5,
Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)), or to
others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan,
except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the
FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.

United Arab Emirates (excluding the Dubai International Financial Centre)

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be
required to represent and agree, that the Notes to be issued under the Programme have not been and will not be
offered, sold or publicly promoted or advertised by it in the United Arab Emirates other than in compliance with
any laws applicable in the United Arab Emirates governing the issue, offering and sale of securities.

Each Dealer has acknowledged, and each further Dealer appointed under the Programme will be required to
acknowledge, that the information contained in this Base Prospectus does not constitute a public offer of
securities in the United Arab Emirates in accordance with the Commercial Companies Law (Federal Law 8 of
1984 (as amended)) or otherwise and is not intended to be a public offer and the information contained in this
Base Prospectus is not intended to lead to the conclusion of any contract of whatsoever nature within the territory
of the United Arab Emirates.

225
Dubai International Financial Centre
Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be
required to represent and agree, that it has not offered and will not offer the Notes to be issued under the
Programme to any person in the Dubai International Financial Centre unless such offer is:
(a) an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services
Authority (the DFSA); and
(b) made only to persons who meet the Professional Client criteria set out in Rule 2.3.2 of the DFSA Conduct of
Business Module.

Kingdom of Saudi Arabia

Any investor in the Kingdom of Saudi Arabia or who is a Saudi person (a Saudi Investor) who acquires
Notes pursuant to an offering should note that the offer of Notes is a limited offer under Article 11 of the Offer
of Securities Regulations as issued by the Board of the Capital Market Authority resolution number 2-11-2004
dated 4 October 2004 and amended by the Board of the Capital Market Authority resolution number 1-28-2008
dated 18 August 2008 (the KSA Regulations). Each Dealer has represented and agreed, and each further Dealer
appointed under the Programme will be required to represent and agree, that the offer of the Notes will not be
directed at more than 60 Saudi Investors (excluding Sophisticated Investors (as defined in Article 10 of the
KSA Regulations)) and the minimum amount payable per Saudi Investor will be not less than Saudi Riyal (SR)
1 million or an equivalent amount.

The offer of Notes shall not therefore constitute a public offer pursuant to the KSA Regulations, but is
subject to the restrictions on secondary market activity under Article 17 of the KSA Regulations. Any Saudi
Investor who has acquired Notes pursuant to a limited offer may not offer or sell those Notes to any person
unless the offer or sale is made through an authorised person appropriately licensed by the Saudi Arabian Capital
Market Authority and: (a) the Notes are offered or sold to a Sophisticated Investor; (b) the price to be paid for the
Notes in any one transaction is equal to or exceeds SR 1 million or an equivalent amount; or (c) the offer or sale
is otherwise in compliance with Article 17 of the KSA Regulations.

Kingdom of Bahrain
Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be
required to represent and agree, that it has not offered and will not offer any Notes to the Public (as defined in
Articles 142-146 of the Commercial Companies Law (decree Law No. 21/2001 of Bahrain)) in Bahrain.

Qatar
Each of the Dealers has represented and agreed, and each further Dealer appointed under the Programme
will be required to represent and agree, that it has not offered or sold, and will not offer or sell, directly or
indirectly, any Notes in Qatar, except (a) in compliance with all applicable laws and regulations of Qatar and
(b) through persons or corporate entities authorised and licensed to provide investment advice and/or engage in
brokerage activity and/or trade in respect of foreign securities in Qatar.

Singapore
This Base Prospectus has not been registered as a prospectus with the Monetary Authority of Singapore
under the Securities and Futures Act, Chapter 289 of Singapore (SFA). Accordingly each Dealer has represented
and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that
it has not offered or sold and that it will not offer or sell any Notes or cause such Notes to be made the subject of
an invitation for subscription or purchase, nor will it circulate or distribute this Base Prospectus or any other
document or material in connection with the offer or sale or invitation for subscription or purchase of the Notes,
whether directly or indirectly, to any person in Singapore other than (a) to an institutional investor pursuant to
Section 274 of the SFA, (b) to a relevant person, or any person pursuant to Section 275(1A) of the SFA, and in
accordance with the conditions specified in Section 275 of the SFA, or (c) pursuant to, and in accordance with
the conditions of, any other applicable provisions of the SFA.

226
Hong Kong
Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be
required to represent and agree, that:
(a) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Notes
other than (i) to persons whose ordinary business is to buy or sell shares or debentures (whether as
principal or agent); or (ii) to professional investors within the meaning of the Securities and Futures
Ordinance (Cap. 571) of Hong Kong (the SFO) and any rules made under the SFO; or (iii) in other
circumstances which do not result in the document being a prospectus as defined in the Companies
Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning
of that Ordinance; and
(b) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its
possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation
or document relating to the Notes, which is directed at, or the contents of which are likely to be
accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong
Kong) other than with respect to the Notes which are or are intended to be disposed of only to persons
outside Hong Kong or only to professional investors as defined in the SFO and any rules made under
the SFO.

General
Each Dealer has represented and agreed and each further Dealer appointed under the Programme will be
required to represent and agree that it will, to the best of its knowledge and belief, comply with all applicable
securities laws, regulations and directives in force in any jurisdiction in which it purchases, offers, sells or
delivers Notes or possesses or distributes this Base Prospectus and will obtain any consent, approval or
permission required by it for the purchase, offer, sale or delivery by it of Notes under the laws and regulations in
force in any jurisdiction to which it is subject or in which it makes such purchases, offers, sales or deliveries and
neither the Issuer, the Guarantor nor any of the other Dealers shall have any responsibility therefor.

None of the Issuer, the Guarantor and the Dealers represents that Notes may at any time lawfully be sold in
compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any
exemption available thereunder, or assumes any responsibility for facilitating such sale.

With regard to each Tranche, the relevant Dealer will be required to comply with such other restrictions as
the Issuer and the relevant Dealer shall agree and as shall be set out in the applicable Final Terms.

227
 GENERAL INFORMATION

AUTHORISATION
The establishment of the Programme and the issue of Notes have been duly authorised by resolutions 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
It is expected that each Tranche of Notes which is to be admitted to the Official List and to trading on the
London Stock Exchanges regulated market will be admitted separately as and when issued, subject only to the
issue of one or more Global Notes initially representing the Notes of such Tranche. Application has been made to
the UK Listing Authority for Notes issued under the Programme to be admitted to the Official List and to the
London Stock Exchange for such Notes to be admitted to trading on the London Stock Exchanges regulated
market. The listing of the Programme in respect of Notes is expected to be granted on or before 19 April 2011.

DOCUMENTS AVAILABLE
For the period of 12 months following the date of this Base Prospectus, copies of the following documents
will, when published, 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:
(i) 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;
(ii) the audited financial statements of the Issuer in respect of the period from 26 March 2009 (the date of its
incorporation) to 31 December 2009, together with the audit report prepared in connection therewith and the
consolidated audited financial statements of the Issuer in respect of the financial year ended 31 December
2010, together with the audit report prepared in connection therewith. The Issuer currently prepares audited
consolidated accounts on an annual basis;
(iii) the consolidated audited financial statements of the Guarantor in respect of the financial years ended
31 December 2009 and 2010, together with the audit reports prepared in connection therewith. The
Guarantor currently prepares audited consolidated accounts on an annual basis;
(iv) the most recently published audited annual financial statements of the Issuer and the Guarantor and the most
recently published unaudited consolidated interim financial statements (if any) of the Guarantor, in each
case together with any audit or review reports prepared in connection therewith. The Guarantor currently
prepares unaudited consolidated interim accounts for the first six months of each year. The Issuer is not
required to, and does not intend to, publish any interim financial statements;
(v) the Programme Agreement, the Agency Agreement, the Guarantee, the Deed of Covenant, the Deed Poll
and the forms of the Global Notes, the Notes in definitive form, the Receipts, the Coupons and the Talons;
(vi) a copy of this Base Prospectus;
(vii) any future offering circulars, prospectuses, information memoranda and supplements including Final Terms
(save that a Final Terms relating to a Note which is neither admitted to trading on a regulated market in the
European Economic Area nor offered in the European Economic Area in circumstances where a prospectus
is required to be published under the Prospectus Directive will only be available for inspection by a holder
of such Note and such holder must produce evidence satisfactory to the Issuer and the Paying Agent as to its
holding of Notes and identity) to this Base Prospectus and any other documents incorporated herein or
therein by reference; and
(viii) in the case of each issue of Notes admitted to trading on the London Stock Exchanges regulated market
subscribed pursuant to a subscription agreement, the subscription agreement (or equivalent document).

CLEARING SYSTEMS
The Notes 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 each Tranche of Notes
allocated by Euroclear and Clearstream, Luxembourg will be specified in the applicable Final Terms. In addition,
the Issuer may make an application for any Notes in registered form to be accepted for trading in book-entry
form by DTC. The CUSIP and/or CINS numbers for each Tranche of such Registered Notes, together with the

228
relevant ISIN and (if applicable) common code, will be specified in the applicable Final Terms. If the Notes are
to clear through an additional or alternative clearing system the appropriate information will be specified in the
applicable Final Terms.

The address of Euroclear is Euroclear Bank SA/NV, 1 Boulevard du Roi Albert II, B-1210 Brusssels. The
address of Clearstream, Luxembourg is Clearstream Banking, 42 Avenue JF Kennedy, L-1855 Luxembourg. The
address of DTC is 55 Water Street, New York, New York 10041, United States of America.

CONDITIONS FOR DETERMINING PRICE

The price and amount of Notes to be issued under the Programme will be determined by the Issuer and the
relevant Dealer at the time of issue in accordance with prevailing market conditions.

SIGNIFICANT OR MATERIAL CHANGE

There has been no significant change in the financial or trading position of the Issuer since 31 December
2010. Save for the contribution of ATIC to the Group with effect from 1 January 2011, there has been no
significant change in the financial or trading position of the Group since 31 December 2010. For a pro forma
illustration of the effect of the contribution of ATIC to the Group, see Unaudited Pro Forma Consolidated
Financial Information. There has been no significant change in the financial or trading position of ATIC since
31 December 2010.

There has been no material adverse change in the prospects of the Issuer, the Group or ATIC 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 Issuers 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
Guarantors 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.).

POST-ISSUANCE INFORMATION
Save as set out in the applicable Final Terms, the Issuer does not intend to provide any post-issuance
information in relation to any issues of Notes.

DEALERS TRANSACTING WITH THE ISSUER AND THE GUARANTOR

Certain of the Dealers and their affiliates have engaged, and may in the future engage, in investment
banking and/or commercial banking transactions with, and may perform services to the Issuer, the Guarantor and
their affiliates in the ordinary course of business.

229
CERTAIN ADDITIONAL INFORMATION RELATING TO THE COMPANY
The Company has been incorporated for a term of 50 years expiring in October 2052, which term shall be
renewed automatically unless the Company is dissolved in accordance with its Articles of Association (the
Articles). The Articles provide that the Company shall be dissolved:
unless renewed upon the expiry of its 50-year term;
upon fulfilment of the objectives for which it was created; or
upon the issuance of an Emiri decree terminating the Company or merging the Company with another
company.

The Company was registered under UAE Commercial Company Law No. 8 of 1984 and has the benefit of
Federal Law No. 15 of 1998 which enabled the Company to be exempted from certain provisions of the
Commercial Companies Law.

The Company is the parent company in respect of a large number of subsidiaries and associated companies,
details of which are set out in notes 7 and 19 to the 2009 Financial Statements. The Company also participates in
a number of joint ventures details of which are set out in notes 18 and 19 to the 2009 Financial Statements.

The Companys address and telephone number are PO Box 45005, Abu Dhabi, UAE and +971 2 413 0000,
respectively.

230
 FINANCIAL INFORMATION

Auditors audit report in respect of the consolidated financial statements of the Company as at and for
the year ended 31 December 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2
Consolidated financial statements of the Company as at and for the year ended 31 December 2010 . . . . . F-4
Auditors audit report in respect of the consolidated financial statements of the Company as at and for
the year ended 31 December 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-90
Consolidated financial statements of the Company as at and for the year ended 31 December 2009 . . . . . F-92
Auditors audit report in respect of the consolidated financial statements of ATIC as at and for the year
ended 31 December 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-175
Consolidated financial statements of ATIC as at and for the year ended 31 December 2010 . . . . . . . . . . . F-177

F-1
 AUDITORS' AUDIT REPORT IN RESPECT OF THE CONSOLIDATED FINANCIAL
STATEMENTS OF THE COMPANY AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2010

F-2
F-3
CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2010

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 AUDITORS' AUDIT REPORT IN RESPECT OF THE CONSOLIDATED
FINANCIAL STATEMENTS OF THE COMPANY AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2009

F-90 F
F-91 F
 CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2009

Mubadala Development Company PJSC

Consolidated statement of comprehensive income
for the year ended 31 December
Note 2009 2008
AED000 AED000

Revenue from sale of goods and services 8 13,092,612 6,661,142

Income / (loss) from other investments (net) 13 4,191,950 (6,511,297)
Change in fair value of investment properties 17 44,060 741,126
Gain on divestment of holding in subsidiaries (net) - 161,403
Share of results of equity accounted investees:
- associates 19 (a) 14,928 (8,636)
- jointly controlled entities 19 (b) 536,773 279,806
Impairment losses 14 (1,336,242) (5,521,774)
Reversal of impairment losses on equity accounted
investees 19 (b) 148,067 -
Gain on acquisition of stake in a subsidiary 7 (a) 167,941 -
Other operating income 9 517,418 285,093
------------------------- --------------------------
Operating income / (loss) 17,377,507 (3,913,137)

Cost of sales of goods and services 10, 15 (8,398,903) (3,422,282)

Impairment losses on intangible assets and
property, plant and equipment 15, 16 (201,528) (3,292,695)
Reversal of impairment losses on intangible
assets and property, plant and equipment 15, 16 655,775 -
General and administrative expenses 10, 15 (2,912,496) (1,175,878)
Project expenses (463,598) (617,612)
Exploration costs 11 (859,736) (590,763)
-------------------------- --------------------------
Results from operating activities 5,197,021 (13,012,367)
-------------------------- -------------------------

Finance income 12 1,000,849 462,633

Finance expenses 12 (1,152,899) (691,348)
----------------------- ----------------------
Net finance expense 12 (152,050) (228,715)
----------------------- ----------------------

Profit / (loss) before income tax 5,044,971 (13,241,082)

Income tax (expenses) / income 35 (395,804) 1,474,183
-------------------------- --------------------------
Profit / (loss) for the year 4,649,167 (11,766,899)
-------------------------- --------------------------

Continued..........

F-92 F
Mubadala Development Company PJSC
Consolidated statement of comprehensive income (continued)
for the year ended 31 December

Note 2009 2008

AED000 AED000
Other comprehensive income / (loss)
Net change in fair value of available-for-sale
financial assets 20(b) 3,310,507 (7,172,023)
Effective portion in value of cash flow hedges 292,204 (578,933)
Net change in exchange fluctuation reserve 272,982 (18,287)
Share of effective portion in fair value of hedging
instruments of equity accounted investees 19 (a,b) 91,911 (283,806)
Share of movement in exchange fluctuation
reserve of equity accounted investees 19 (b) (5,128) 13,902

--------------------------- -----------------------------
Other comprehensive income / (loss) for
the year net of income tax 3,962,476 (8,039,147)
--------------------------- -----------------------------
Total comprehensive income / (loss) for
the year 8,611,643 (19,806,046)
=========== ============

Profit / (loss) attributable to:

Equity holder of the Company 4,794,676 (11,439,390)
Non-controlling interest (145,509) (327,509)
--------------------------- ----------------------------
Profit / (loss) for the year 4,649,167 (11,766,899)
=========== ============

Total comprehensive income / (loss) attributable to:

Equity holder of the Company 8,718,218 (19,478,537)
Non-controlling interest (106,575) (327,509)
--------------------------- -----------------------------
Total comprehensive income / (loss) for
the year 8,611,643 (19,806,046)
=========== ============

The notes set out on pages 13 to 87 form an integral part of these consolidated financial statements.
The independent auditors report is set out on pages 3 and 4.

F-93 F
Mubadala Development Company PJSC
Consolidated statement of financial position
as at 31 December

Note 2009 2008

AED000 AED000
Non-current assets
Property, plant and equipment 15 21,741,200 12,672,340
Intangible assets 16 4,254,660 893,731
Investment properties 17 1,129,186 1,085,126
Investment in equity accounted investees:
- associates 19(a) 305,922 430,654
- jointly controlled entities 19(b) 4,619,276 3,744,829
Other investments (non-current portion) 20 22,472,784 14,578,759
Loans (non-current portion) 21 1,090,783 97,676
Other assets 22 952,141 967,798
Receivables and prepayments (non-current portion) 24 4,302,102 1,318,938
_____________ ____________
Total non-current assets 60,868,054 35,789,851
---------------------- ---------------------
Current assets
Inventories 23 3,267,902 2,287,382
Receivables and prepayments (current portion) 24 8,676,033 5,809,209
Loans (current portion) 21 191,045 211,222
Other investments (current portion) 20 82,651 -
Assets classified as held for sale 25 3,603,449 3,324,101
Cash and cash equivalents 26 11,776,577 3,019,344
_____________ ____________
Total current assets 27,597,657 14,651,258
---------------------- ----------------------
Total assets 88,465,711 50,441,109
=========== ============

Continued.............

F-94 F
Mubadala Development Company PJSC
Consolidated statement of financial position (continued)
as at 31 December

Note 2009 2008

AED000 AED000
Equity
Share capital 31 5,514,579 5,514,579
Reserves and surplus 619,478 (8,098,740)
Additional shareholder contributions 33 42,211,064 33,353,568
Government grants 36(b) 367,350 367,350
---------------------- --------------------
Total equity attributable to the equity holder
of the Company 48,712,471 31,136,757
Minority interest 262,805 188,535
---------------------- --------------------
Total equity 48,975,276 31,325,292
---------------------- --------------------
Non-current liabilities
Interest bearing loans (non-current portion) 29 24,185,960 2,417,923
Deferred tax liabilities 35 1,207,935 382,026
Derivatives (non-current portion) 28 373,282 742,417
Other liabilities 30 2,126,748 1,121,442
--------------------- -------------------
Total non-current liabilities 27,893,925 4,663,808
--------------------- -------------------

Current liabilities
Payables and accruals 27 7,969,522 3,670,944
Derivatives (current portion) 28 100,247 103,656
Interest bearing loans (current portion) 29 2,918,463 7,780,753
Amount due to jointly controlled entities 19(b) 608,278 452,739
Liability classified as held for sale 25 - 2,443,917
_____________ ____________
Total current liabilities 11,596,510 14,452,009
---------------------- ---------------------
Total liabilities 39,490,435 19,115,817
---------------------- ---------------------
Total equity and liabilities 88,465,711 50,441,109
=========== ============

These consolidated financial statements were authorised for issue by the Board of Directors on

___________ and were signed on their behalf by:

__________________________ _________________________ _________________________

Director Chief Executive Officer & Chief Financial Officer
Managing Director

The notes set out on pages 13 to 87 form an integral part of these consolidated financial statements.
The independent auditors report is set out on pages 3 and 4.

F-95 F
 Mubadala Development Company PJSC
Consolidated statement of changes in equity
for the year ended 31 December

Foreign Total equity

Currency Hedging Reserves Additional attributable Non -
Share Statutory Fair value translation and other Accumulated and shareholder Government to the equity controlling
capital reserve1 reserve1 reserve1 reserves1 losses surplus contributions grant holder interest Total
AED000 AED000 AED000 AED000 AED000 AED000 AED000 AED000 AED000 AED000 AED000 AED000
(note 32) (note 33) (note 36)
Balance at 1 January 2008 5,514,579 191,537 8,176,285 301,146 8,631 2,702,198 11,379,797 7,790,759 367,350 25,052,485 700,929 25,753,414
Total comprehensive loss for
the year
Loss for the year - - - - - (11,439,390) (11,439,390) - - (11,439,390) (327,509) (11,766,899)
Other comprehensive loss
Decrease in fair value of available for
sale investments (net) - - (7,172,023) - - - (7,172,023) - - (7,172,023) - (7,172,023)
Net movement in exchange
fluctuation reserve - - - (18,287) - - (18,287) - - (18,287) - (18,287)
Share of movement in exchange fluctuation
reserve of equity accounted investees - - - 13,902 - - 13,902 - - 13,902 - 13,902
Share of effective portion in fair value of
hedging instruments of equity
accounted investees - - - - (283,806) - (283,806) - - (283,806) - (283,806)
Share of effective portion in value of
- - - - (578,933) - (578,933) - - (578,933) - (578,933)
________ _____________ _____________ ____________ ____________ ______________ ____________ ____________ _____________ _____________ ____________ _____________

F-96
mprehensive loss - - (7,172,023) (4,385) (862,739) - (8,039,147) - - (8,039,147) - (8,039,147)
______________ _____________ _____________ ____________ ____________ ______________ ____________ ____________ _____________ _____________ ____________ _____________
Total comprehensive loss - - (7,172,023) (4,385) (862,739) (11,439,390) (19,478,537) - - (19,478,537) (327,509) (19,806,046)
______________ _____________ _____________ ____________ ____________ ______________ ____________ ____________ _____________ _____________ ____________ _____________
Transactions with the shareholder recorded
directly in equity
Contributions by and distribution to
the shareholder
Additional shareholder contributions - - - - - - - 25,562,809 - 25,562,809 - 25,562,809
Changes in ownership interest
in subsidiaries
Disposal of stake in subsidiary - - - - - - - - - - (700,137) (700,137)
Fair value of non-controlling interest upon
acquisition of a subsidiary - - - - - - - - - - 619,947 619,947
Dividends paid - - - - - - - - - - (104,695) (104,695)
______________ _____________ _____________ ____________ ____________ ______________ ____________ ______________ ______________ ______________ ____________ _____________
Total transactions with the shareholder - - - - - - - 25,562,809 - 25,562,809 (184,885) 25,377,924
______________ _____________ _____________ ____________ ____________ ______________ _____________ ______________ _____________ ______________ ____________ _____________
At 31 December 2008 5,514,579 191,537 1,004,262 296,761 (854,108) (8,737,192) (8,098,740) 33,353,568 367,350 31,136,757 188,535 31,325,292
==================================================== ==================================================== ==================================================== ================================================= ================================================ ======================================================== ==================================================== ======================================================= =================================================== ======================================================= =============================================== ===================================================

1
Non distributable reserves Continued...........

F
 Mubadala Development Company PJSC
Consolidated statement of changes in equity (continued)
for the year ended 31 December
Foreign Total equity
currency Hedging Reserves Additional attributable Non -
Share Statutory Fair value translation and other Accumulated and shareholder Government to the equity controlling
capital reserve1 reserve1 reserve1 reserves1 losses surplus contributions grant holder interest Total
AED000 AED000 AED000 AED000 AED000 AED000 AED000 AED000 AED000 AED000 AED000 AED000
(note 32) (note 33) (note 36)

Balance at 1 January 2009 5,514,579 191,537 1,004,262 296,761 (854,108) (8,737,192) (8,098,740) 33,353,568 367,350 31,136,757 188,535 31,325,292
Total comprehensive income for
the year
Profit for the year - - - - - 4,794,676 4,794,676 - - 4,794,676 (145,509) 4,649,167
Other comprehensive income
Increase in fair value of available for
sale investments (net) - - 3,310,507 - - - 3,310,507 - - 3,310,507 - 3,310,507
Net movement in exchange
fluctuation reserve - - - 249,534 - - 249,534 - - 249,534 23,448 272,982
Share of movement in exchange fluctuation
reserve of equity accounted investees - - - (5,128) - - (5,128) - - (5,128) - (5,128)
Net movement in hedging reserve - - - - (3,721) - (3,721) - - (3,721) 15,486 11,765
Share of effective portion in fair value of
hedging instruments of equity
accounted investees - - - - 91,911 - 91,911 - - 91,911 - 91,911

- - - - 280,439 - 280,439 - - 280,439 - 280,439

______________ _____________ _____________ ____________ _____________ ____________ ____________ _____________ _____________ _____________ ____________ _____________

F-97
al other comprehensive income - - 3,310,507 244,406 368,629 - 3,923,542 - - 3,923,542 38,934 3,962,476
______________ _____________ _____________ ____________ _____________ ____________ ____________ _____________ _____________ _____________ ____________ _____________
Total comprehensive income - - 3,310,507 244,406 368,629 4,794,676 8,718,218 - - 8,718,218 (106,575) 8,611,643
______________ _____________ _____________ ____________ _____________ ____________ ____________ _____________ _____________ _____________ ____________ _____________
Transactions with the shareholder recorded
directly in equity
Contributions by and distribution to
the shareholder
Additional shareholder contributions - - - - - - - 8,857,496 - 8,857,496 - 8,857,496
Transfer to statutory reserve - 479,468 - - - (479,468) - - - - - -
Changes in ownership interest
in subsidiaries
Acquisition of minority interest - - - - - - - - - - (207,086) (207,086)
Fair value of non-controlling interest upon
acquisition of subsidiaries - - - - - - - - - - 387,931 387,931
______________ _____________ ______________ ____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________
Total transactions with the shareholder - 479,468 - - - (479,468) - 8,857,496 - 8,857,496 180,845 9,038,341
______________ _____________ ______________ ___________ _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________
At 31 December 2009 5,514,579 671,005 4,314,769 541,167 (485,479) (4,421,984) 619,478 42,211,064 367,350 48,712,471 262,805 48,975,276
======================================================= ==================================================== ======================================================= ============================================== ==================================================== ================================================= ================================================== ================================================== ================================================== ================================================= ================================================== ===================================================
1
Non distributable reserves

The notes set out on pages 13 to 87 form an integral part of these consolidated financial statements.

10

F
Mubadala Development Company PJSC
Consolidated statement of cash flows
for the year ended 31 December
2009 2008
Note AED000 AED '000
Cash flows from operating activities
Profit / (loss) for the year 4,649,167 (11,766,899)

Adjustments for:
Depreciation 15 1,307,539 1,465,273
Amortisation and write off of intangible assets 16 162,084 797,340
Gain on disposal of property, plant and equipment (128,084) -
Impairment losses on intangible assets and property,
plant and equipment 15, 16 201,528 3,292,695
Reversal of impairment losses on intangible assets and
property, plant and equipment 15, 16 (655,775) -
Fair valuation gains on investment properties 17 (44,060) (741,126)
Net change in fair value of financial assets at fair value
through profit or loss (net) 13 (3,753,668) 6,673,188
Impairment losses on available for sale financial assets 14 639,578 4,330,259
Impairment losses on amounts due from a related party 14 - 296,909
Other impairment losses 14 331,012 606,127
Impairment losses on equity accounted investees 14 365,652 288,479
Reversal of impairment losses on an equity accounted
investee 19(b) (148,067) -
Gain on disposals of other investments 13 (25,092) (30,470)
Gain on divestment of holding in subsidiaries (net) - (161,403)
Gain on acquisition of stake in a subsidiary 7(a) (167,941) -
Share of results of equity accounted investees:
- associates 19(a) (14,928) 8,636
- jointly controlled entities 19(b) (536,773) (279,806)
Finance income 12 (1,000,849) (462,633)
Finance expense 12 1,152,899 691,348
Income tax expenses / (income) 35 395,804 (1,474,183)
Dividend income 13 (413,190) (131,421)
__________ __________
2,316,836 3,402,313
Change in inventories 7, 23 (210,689) (9,552)
Change in receivables and prepayments 7, 24 (4,222,065) (5,928,023)
Change in payables and accruals 7, 27 461,106 1,677,821
Change in other liabilities 7, 30 649,011 1,056,787
Change in other assets 7, 22 (134,172) (25,667)
Income taxes paid 35 (403,505) (5,139)
_____________ ___________
Net cash (used in) / from operating activities (1,543,478) 168,540
_____________ ___________

Continued.............

F-98 F
Mubadala Development Company PJSC
Consolidated statement of cash flows (continued)
for the year ended 31 December

2009 2008
Note AED000 AED '000
Cash flows from investing activities
Proceeds from disposal of other investments 89,928 64,502
Proceeds from disposal of equity accounted investees - 16,133
Acquisition of subsidiaries net of cash 7 724,179 (2,885,990)
Investment in equity accounted investees 19(a, b) (1,261,610) (2,024,916)
Acquisition of other investments 20 (1,964,948) (10,717,584)
Acquisition of property, plant and equipment 15 (8,300,113) (5,957,013)
Acquisition of intangible assets 16 (290,024) (19,304)
Proceeds from disposal of property, plant and
Equipment 341,791 -
Proceeds on divestment of stake in subsidiaries - 1,344,501
Loans given 21 (919,923) (238,164)
Interest received 12 579,583 383,826
Dividend received from equity
accounted investees 19(a, b) 712,239 518,211
Dividend received from other investments 13 289,169 131,421
__________ _____________
Net cash used in investing activities (9,999,729) (19,384,377)
__________ _________
Cash flows from financing activities
Proceeds from interest bearing loans 29 16,899,208 5,756,626
Repayment of borrowings 25, 29 (4,624,051) (5,245,226)
Contributed assets 33 8,751,192 22,000,000
Interest paid 12 (971,100) (666,723)
Dividend paid to minority shareholders - (104,695)
__________ _________
Net cash from financing activities 20,055,249 21,739,982
__________ _________

Net increase in cash and cash equivalents 8,512,042 2,524,145

Cash and cash equivalents at 1 January 3,019,344 1,089,982
Exchange fluctuation on consolidation of foreign entities 245,191 (594,783)
___________ ___________
Cash and cash equivalents at 31 December 26 11,776,577 3,019,344
============= =============

The notes set out on pages 13 to 87 form part of these consolidated financial statements.

The independent auditors report is set out on pages 3 and 4.

F-99 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements
1 Legal status and principal activities
Mubadala Development Company PJSC (Mubadala or the Company) is registered as a
public joint stock company in the Emirate of Abu Dhabi. The Company was established by the
Emiri Decree No. 12, dated 6 October 2002, and is wholly owned by the Government of Abu
Dhabi (the Shareholder). The Company was incorporated on 27 October 2002.

These consolidated financial statements include the financial performance and position of the
Company, its subsidiaries and its jointly controlled assets, (collectively referred to as the
Group), and the Groups interests in its equity accounted investees (see notes 7, 18 and 19).

The Company is engaged in investing in, and management of, investments, primarily in sectors
or entities that contribute to the Emirate of Abu Dhabis strategy to diversify its economy.
Consequently, the Group holds interests in a wide range of sectors, including hydrocarbons,
energy, utilities, real estate, basic industries and services, information technology, sea port
operations, medical services and flight training services.

2 Basis of preparation
(a) Statement of compliance

The consolidated financial statements have been prepared in accordance with International
Financial Reporting Standards (IFRSs), as issued by International Accounting Standards
Board (IASB), and comply, where appropriate, with the Articles of Association of the
Company and the UAE Federal Law No. 8 of 1984 (as amended).

(b) Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis, except for
the following:

initial recognition of land and buildings, helicopters and helicopter spare parts received as
government grants, which are stated at nominal value;
derivative financial instruments, available for sale financial assets and investment
properties, which are measured at fair value; and
financial instruments at fair value through profit and loss, which are measured at fair value.

The methods used to determine fair values are discussed in note 4.

(c) Functional and presentation currency

These consolidated financial statements are presented in United Arab Emirates Dirhams
(AED), which is the Companys functional and presentation currency. All financial
information presented in AED has been rounded to the nearest thousand, unless otherwise
stated.

F-100 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements

2 Basis of preparation (continued)

(d) Use of estimates and judgements

The preparation of the consolidated financial statements in conformity with IFRSs requires
management to make judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual
results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the estimates are revised and in any
future periods affected.
Judgements in applying accounting policies that have the most significant effect on the amounts
recognised in the financial statements and estimates with a significant risk of material
adjustment in the subsequent years are discussed in note 38.
(e) Changes in accounting policies, amendments and interpretations effective in 2009
Overview
Starting as of 1 January 2009, the Group has changed its accounting policies in the following
areas:

x Presentation of financial statements;

x Accounting for investment property; and
x Amendments to IFRS 7.
(i) Presentation of financial statements

During the year, the Group applied revised IAS 1, Presentation of Financial Statements
(2007) which became effective as of 1 January 2009. As a result, the Group has presented in
the consolidated statement of changes in equity, all owner changes in equity, whereas, all non-
owner changes in equity are presented in the consolidated statement of comprehensive income.
This presentation has been applied in the consolidated financial performance for the year ended
31 December 2009.
Comparative information has been re-presented so that it is also in conformity with the revised
standard.
(ii) Investment property
IAS 40, Investment Property is amended for periods beginning on or after 1 January 2009. As a
result of the amendments, property under construction for development for future use as
investment property in IAS 40s definition of investment property. The amendments apply
prospectively, but permit retrospective fair valuation of investment property under construction
from any date before 1 January 2009. The Group has opted to apply this amendment
prospectively to investment property on which construction commenced after 1 January 2009.
Accordingly, investment property under construction from any date before 1 January 2009 will
not be fair valued.
(iii) Amendments to IFRS 7

The amendment requires enhanced disclosures about fair value measurement and liquidity risk.
In particular, the amendment requires disclosure of fair value measurements by level of a fair
value measurement hierarchy. The change in accounting policy only results in additional
disclosures.

F-101 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements
2 Basis of preparation (continued)
(e) Changes in accounting policies, amendments and interpretations effective in 2009
(continued)
The following amendments and interpretations to published standards are mandatory for
accounting periods beginning on or after 1 January 2009 but they are not relevant to the Groups
operations:
- IFRS 1 (Amendment) First time adoption of IFRS
- IFRS 2 (Amendment) Share based payment
- IAS 32 (Amendment) Financial instruments; Presentation, and IAS 1 (Amendment),
Presentation of financial statements Puttable financial instruments and obligations
arising on liquidation
- IFRIC 13, Customer loyalty programs
- IFRIC 15, Agreements for construction of real estates
- IFRIC 16, Hedges of a net investment in a foreign operation

(f) Accounting standards not yet adopted

Revised IFRS 3 Business Combinations (2008) (effective from periods beginning 1 July 2009)
incorporates the following changes that are likely to be relevant to the Groups operations:
The definition of a business has been broadened, which is likely to result in more acquisitions
being treated as business combinations. Contingent consideration will be measured at fair value,
with subsequent changes therein recognised in profit or loss. Transaction costs, other than share
and debt issue costs, will be expensed as incurred. Any pre-existing interest in the acquiree will
be measured at fair value with the gain or loss recognised in profit or loss. Any non-controlling
(minority) interest will be measured at either fair value, or at its proportionate interest in the
identifiable assets and liabilities of the acquiree, on a transaction-by-transaction basis. Revised
IFRS 3, which becomes mandatory for the Groups 2010 consolidated financial statements, will
be applied prospectively and therefore there will be no impact on prior periods in the Groups
2010 consolidated financial statements.

Amended IAS 27 Consolidated and Separate Financial Statements (2008) (effective from
periods beginning 1 July 2009) requires accounting for changes in ownership interests by the
Group in a subsidiary, while maintaining control, to be recognised as an equity transaction.
When the Group loses control of a subsidiary, any interest retained in the former subsidiary will
be measured at fair value with the gain or loss recognised in profit or loss. The amendments to
IAS 27, which become mandatory for the Groups 2010 consolidated financial statements, are
not expected to have a significant impact on the Groups consolidated financial statements.

The Group has not adopted the IFRS 9 Financial Instruments, applicable for year ending
31 December 2013 with early adoption permitted. This standard will replace IAS 39 in entirety.
IFRS 9 improves and simplifies the approach for classification and measurement of financial
assets compared with the requirements of IAS 39 Financial Instruments: Recognition and
Measurement. It applies a consistent approach to classifying financial assets and replaces the
numerous categories of financial assets in IAS 39, each of which had its own classification
criteria.

F-102 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements
2 Basis of preparation (continued)
(f) Accounting standards not yet adopted (continued)

The Group does not expect that new or amended standards other than IFRS 9 will have a
significant effect on its consolidated financial statements. The Group is currently assessing the
impact of IFRS 9 on its consolidated financial statements.

Other than those explained above, a number of new standards, amendments to standards and
interpretations are not yet effective for the year ended 31 December 2009, and have not been
applied in preparing these consolidated financial statements. None of these will have a
significant effect on the consolidated financial statements of the Group.

3 Significant accounting policies

Except as detailed in note 2 (e) to the consolidated financial statements, the accounting policies
set out below have been applied consistently to all periods presented in these financial
statements, and have been applied consistently by all the Group entities.

(a) Basis of consolidation

(i) Subsidiaries
Subsidiaries are entities controlled by the Group. Control exists when the Group has the power,
directly or indirectly, to govern the financial and operating policies of an entity so as to obtain
benefits from its activities. In assessing control, potential voting rights that are currently
exercisable are taken into account. The financial statements of subsidiaries are included in the
consolidated financial statements from the date that control commences until the date that
control ceases. The accounting policies of subsidiaries have been changed when necessary to
align them with the policies adopted by the Group.

(ii) Acquisition of entities under common control

Business combinations arising from transfers of interests in entities that are under the control of
the shareholder that controls the Group are accounted for at the date that the transfer occurred.
The assets and liabilities acquired are recognised at the carrying amounts recognised previously
in the books of transferor entity. The components of equity of the acquired entities are added to
the same components within Group equity. Any cash paid for the acquisition is recognised
directly in equity.

(iii) Joint ventures and equity accounted investees

For the purpose of accounting for its interests in joint ventures, the Group segregates its
investments in joint ventures into two types - jointly controlled entities and jointly controlled
assets. The accounting treatment for each of these types, and also for other equity accounted
investees, is set out below:

F-103 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements

3 Significant accounting policies (continued)

(a) Basis of consolidation (continued)

(iii) Joint ventures and equity accounted investees (continued)

Associates and jointly controlled entities (equity accounted investees)

Associates are those entities in which the Group has significant influence, but not control, over
the strategic financial and operating policies. Significant influence is presumed to exist when the
Group holds between 20 and 50 percent of the voting power of another entity.

Jointly controlled entities are those investments in distinct legal entities over whose activities
the Group has joint control, established by contractual agreement and requiring unanimous
consent for strategic financial and operating decisions.

Investments in associates and jointly controlled entities are accounted for using the equity
method (equity accounted investees) and are initially recognised at cost. The consolidated
financial statements include the Groups share of the income and expenses and equity
movements of equity accounted investees, after adjustments to align the accounting policies
with those of the Group, from the date that significant influence or joint control commences,
until the date that significant influence or joint control ceases. When the Groups share of
losses exceeds its interest in an equity accounted investee, the carrying amount of that interest
(including any long term investments) is reduced to nil and the recognition of further losses is
discontinued except to the extent that the Group has an obligation to contribute to such losses or
has made payments on behalf of the investee.

Jointly controlled assets

Jointly controlled assets represent assets that are jointly controlled and owned by the Group,
with other investor(s), but where no legal entity exists. The Group has joint control, with the
other investor(s), established by contractual agreement and requiring unanimous consent over
strategic, financial and operating decisions, relating to such jointly held assets. These
consolidated financial statements include the Groups proportionate share of the assets,
liabilities, revenue and expenses of such jointly controlled assets, with items of a similar nature,
on a line by line basis, from the date that joint control commences until the date that joint
control effectively ceases.
(iv) Transactions eliminated on consolidation
Intra-group balances and transactions and any unrealised income and expenses arising from
intra-group transactions, are eliminated in preparing the consolidated financial statements.
Unrealised gains arising from transactions with equity accounted investees are eliminated
against the investment to the extent of the Groups interest in the investee. Unrealised losses are
eliminated in the same way as unrealised gains, but only to the extent that there is no evidence
of impairment.

F-104 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements

3 Significant accounting policies (continued)

(b) Operating activities

The significant operating activities of the Group include:

sale of goods and services;

investments in securities and other investments; and
acquisition and development of investment properties.

Accounting policies for revenue from sale of goods and services are set out below. Accounting
policies for investments in securities and other investments are set out in notes 3(a) and note
3(f), and that for investment properties is set out in note 3(m).

Revenue from sale of goods and services includes income from sale of hydrocarbons, aircraft
maintenance and repairs, construction contracts, sale of land, medical services and flight
training services. Revenue from such sales is recognised as follows:

(i) Sale of goods and services rendered

Revenue from the sale of goods, other than hydrocarbons, is recognised in profit or loss when
the significant risks and rewards of ownership have been transferred to the buyer. Revenue from
services rendered are 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 of the service rendered. No revenue is recognised if there are significant
uncertainties regarding the recovery of the consideration due, the associated costs or the
possible return of the goods or the rejection of the services provided.

(ii) Sale of hydrocarbons

Revenue associated with the sale of hydrocarbons is recognised upon delivery, which occurs
when title passes to the customer. Revenue from the production and sale of hydrocarbons from
projects undertaken in which the Group has an interest with other producers are recognised on
the basis of the Groups working interest in such projects (the entitlement method). Differences
between the Groups share of production sold and its share of production are recognised as
inventory or as a liability.

(iii) Contract revenue

Contract revenue includes the initial amount agreed in the contract plus any variations in
contract work, claims and incentive payments to the extent that it is probable that they will
result in revenue and can be measured reliably. As soon as the outcome of a construction
contract can be estimated reliably, contract revenue and expenses are recognised in profit or loss
in proportion to the stage of completion of the contract. 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.

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. When the
outcome of a construction contract cannot be estimated reliably, contract revenue is recognised
only to the extent of contract costs incurred that are likely to be recoverable. An expected loss
on a contract is recognised immediately in profit or loss.

F-105 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements
3 Significant accounting policies (continued)
(b) Operating activities (continued)
(iv) Service concession arrangements
Revenue relating to construction or upgrade services under a service concession arrangement is
recognised based on the stage of completion of the work performed, consistent with the Groups
accounting policy on recognising revenue on construction contracts (see (iii) above). Operation
or service revenue is recognised in the period in which the services are provided by the Group.

(v) Sale of land

Revenue from sale of land is recognised when persuasive evidence exists, usually in the form of
an executed sales agreement, that the significant risks and rewards of ownership have been
transferred to the buyer, recovery of the consideration is probable, the associated costs can be
estimated reliably, there is no continuing management involvement with the land, and the
amount of revenue can be measured reliably.

(vi) Aircraft maintenance and repairs

For maintenance, repairs and overhaul services of aircraft, the Group enters into two
different types of contracts: 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, repair and overhaul work is recognised as
revenue when the products are delivered and services are rendered to customers.
Prepayments by the customers are deferred until then. Related costs, usually completed
work-in-progress, are expensed at the same time. The Groups business exhibits a large
number of individual work events under time and material contracts. These events are evenly
distributed throughout the year, with the average duration of individual work events being
relatively short (from a few hours up to a few days). Thus the application of the percentage
of completion method would not result in any significant differences in revenue recognition.
It would however lead to significant additional administrative efforts; the insignificant
benefit obtained does not justify such efforts.
For flat-rate contracts, the repairs, maintenance and overhaul work is recognised applying the
percentage of completion method: revenue is recognized based on a certain stage of
completion of the contract. Prepayments by customers are deferred and not recognized 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. As compared to the time and
material contracts, the number of individual work events under flat-rate contracts is much
smaller, and the events are unevenly distributed throughout the year; furthermore, the average
duration of individual work events is longer (several weeks).

(c) Oil and gas exploration and development costs

Oil and gas exploration and development costs are accounted for using the successful efforts
method of accounting. Specifically:

(i) License and property acquisition costs

Where proved reserves exist, license fees paid for the acquisition of the development rights are
capitalised and amortised using the units of production method. All other license and property
acquisition costs are recognised in profit or loss in the period in which they are incurred.

F-106 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements
3 Significant accounting policies (continued)
(c) Oil and gas exploration and development costs (continued)
(ii) Exploration costs
Exploration costs include geological and geophysical costs and the costs relating to the drilling
of exploratory wells. These costs include employee remuneration, materials and fuel consumed,
rig costs, delay rentals and payments made to contractors. Such costs are charged to profit or
loss in the period in which they are incurred.
(iii) Development expenditure
Expenditure on the construction, installation or completion of infrastructure facilities such as
platforms, pipelines, and the drilling of development wells, including unsuccessful development
or delineation wells, are capitalised under property, plant and equipment and depreciated in
accordance with the depreciation policy for other assets of the same category (see note 3(k)(iv)).

(d) Project expenses

Project expenses comprise expenses incurred on screening, feasibility studies and pre-
development phases of various business development / investment projects undertaken by the
Group. Such expenditure is recognised in profit or loss as incurred, other than expenditure on
projects related to property, plant and equipment, which are carried as an asset in the
consolidated statement of financial position when there is reasonable certainty that the project
will be developed and future economic benefits will flow to the Group. In the absence of such
certainty, these expenses are charged to profit or loss.

(e) Foreign currency

(i) Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of the
Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities
denominated in foreign currencies at the reporting date are retranslated to the functional
currency at the exchange rate at that date.

Foreign currency gains or losses on monetary items is the difference between the amortised cost
in the functional currency at the beginning of the period, adjusted for effective interest and
payments during the period, and the amortised cost in foreign currency translated 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 using the exchange rate at the date of the transaction. Non-monetary
assets and liabilities denominated in foreign currencies that are measured at fair value are
retranslated to the functional currency at the exchange rate at the date that the fair value was
determined.

Foreign currency differences arising on retranslation are recognised in 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 (see (iii) below).

F-107 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements
3 Significant accounting policies (continued)
(e) Foreign currency (continued)

(ii) Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments
arising on acquisitions, are translated to the functional currency at exchange rates at the
reporting date. The income and expenses of foreign operations are translated to functional
currency at average exchange rates.

Foreign currency differences are recognised in other comprehensive income. Such differences
have been recognised in foreign currency translation reserve (FCTR). When a foreign operation
is disposed of, in part or in full, the associated amount in the FCTR is transferred to profit or
loss as a part of profit or loss on disposal. Foreign exchange gains and losses arising from a
monetary item receivable from or payable to a foreign operation, the settlement of which is
neither planned nor likely in the foreseeable future, are considered to form part of a net
investment in a foreign operation and are recognised in other comprehensive income, and are
presented within equity in the FCTR.

(iii) Hedge of net investments in foreign operations

Foreign currency differences arising on the retranslation of a financial liability designated as a
hedge of a net investment in a foreign operation are recognised in other comprehensive income
to the extent that the hedge is effective and are presented within equity in the FCTR. To the
extent that the hedge is ineffective, such differences are recognised in
profit or loss. When the hedged part of net investment is disposed of, the relevant amount in the
FCTR is transferred to profit or loss as part of the profit or loss on disposal.

(f) Financial instruments

(i) Non-derivative financial assets

Non-derivative financial assets comprise investments in equity securities, trade and other
receivables, cash and cash equivalents, loans given and amounts due from related parties.

The Group initially recognises loans and receivables and deposits on the date that they are
originated. All other financial assets (including assets designated at fair value through profit or
loss) are recognised initially on the trade date at which the Group becomes a party to the
contractual provisions of the instrument.

The Group derecognises a financial asset when the contractual rights to the cash flows from the
asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset
in a transaction in which substantially all the risks and rewards of ownership of the financial
asset are transferred. Any interest in transferred financial assets that is created or retained by the
Group is recognised as a separate asset or liability.

Financial assets and liabilities are offset and the net amount presented in the statement of
financial position when, and only when, the Group has a legal right to offset the amounts and
intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

F-108 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements
3 Significant accounting policies (continued)
(f) Financial instruments

(i) Non-derivative financial assets (continued)

Financial assets at fair value through profit or loss
A financial asset is classified at fair value through profit or loss if it is classified as held for
trading or is designated as such upon initial recognition. Financial assets are designated at fair
value through profit or loss if the Group manages such investments and their performance is
evaluated on a fair valuation basis, in accordance with the Groups documented risk
management or investment strategy. Upon initial recognition attributable transaction costs are
recognised in profit or loss as incurred. Financial assets at fair value through profit or loss are
measured at fair value, and changes therein are recognised in profit or loss.

Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not
quoted in an active market. Such assets are recognised initially at fair value plus any directly
attributable transaction costs. Subsequent to initial recognition loans and receivables are
measured at amortised cost using the effective interest method, less any impairment losses.
Loans and receivables comprise trade and other receivables, including service concession
receivables, advances to contractors, amounts due from related parties, receivable against sale of
land, prepayments and other receivables (see note 24).
Cash and cash equivalents
Cash and cash equivalents comprise cash and bank balances, call deposits and short-term
deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group's
cash management are included as a component of cash and cash equivalents for the purpose of
the statement of cash flows.

Service concession receivables

The Group recognises a financial asset arising from a service concession arrangement when it
has an unconditional contractual right to receive cash or another financial asset from or at the
direction of the grantor for the construction or upgrade services provided. Such financial assets
are measured at fair value upon initial recognition. Subsequent to initial recognition the
financial assets are measured at amortised cost.

If the Group is paid for the construction services partly by a financial asset and partly by an
intangible asset, then each component of the consideration received or receivable is accounted
for separately and is recognised initially at the fair value of the consideration received or
receivable (see note 3(l)).

Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are designated as
available-for-sale and that are not classified in any of the previous categories. Subsequent to
initial recognition, they are measured at fair value and changes therein, other than impairment
losses (see note 3(r)) and foreign currency differences on available-for-sale equity instruments
(see note 3(e)(i)), are recognised in other comprehensive income and presented within equity in
the fair value reserve. When an investment is derecognised, the cumulative gain or loss in other
comprehensive income is transferred to profit or loss.

(ii) Non-derivative financial liabilities

The Group initially recognises debt securities issued on the date that they are originated. All
other financial liabilities (including liabilities designated at fair value through profit or loss) are
recognised initially on the trade date at which the Group becomes a party to the contractual
provisions of the instrument.

F-109 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements
3 Significant accounting policies (continued)
(f) Financial instruments (continued)

(ii) Non-derivative financial liabilities (continued)

The Group derecognises a financial liability when its contractual obligations are discharged, or
cancelled or expire.

Financial assets and liabilities are offset and the net amount presented in the statement of
financial position when, and only when, the Group has a legal right to offset the amounts and
intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

The Group has the following non-derivative financial liabilities: loans and borrowings, bank
overdrafts, payables and accruals and amounts due to related parties.

Such financial liabilities are recognised initially at fair value plus any directly attributable
transaction costs. Subsequent to initial recognition these financial liabilities are measured at
amortised cost using the effective interest method.

(iii) Compound financial instruments

Compound financial instruments held by the Group primarily include mandatory convertible
bonds which are convertible only at maturity date at a predetermined rate unless called by the
issuers. Conversion rates are adjusted in case new shares are issued or bonus shares are
declared. Such bonds are not transferable without the prior approval of the issuer. Upon
conversion shares are restricted from being sold in the market for a certain time and / or
exceeding certain quantities.

As per the documented investment strategy of the Group, such instruments are designated as
financial assets through profit or loss since inception. For accounting policy of financial assets
through profit or loss refer note 3 (f) (i).
Interest on these mandatorily convertible bonds are recognised directly in profit or loss.

(iv) Derivative financial instruments, including hedge accounting

The Group holds derivative financial instruments, primarily to hedge its interest rate risk
exposures. Embedded derivatives are separated from the host contract and accounted for
separately if the economic characteristics and risks of the host contract and the embedded
derivative are not closely related, a separate instrument with the same terms as the embedded
derivative would meet the definition of a derivative, and the combined instrument is not
measured at fair value through profit or loss.

On initial designation of the hedge, the Group formally documents the relationship between the
hedging instrument(s) and hedged item(s), including the risk management objectives and
strategy in undertaking the hedge transaction, together with the methods that will be used to
assess the effectiveness of the hedging relationship.

The Group makes an assessment, both at the inception of the 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 percent. 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.

F-110 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements
3 Significant accounting policies (continued)
(f) Financial instruments (continued)

(iv) Derivative financial instruments, including hedge accounting (continued)

Derivatives are recognised initially at fair value; attributable transaction costs are recognised in
profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair
value, and changes therein 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 or 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 profit or loss 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 profit or loss as part of foreign currency gains and losses.

Other non-trading derivatives

When a derivative financial instrument is not held for trading, and is not designated in a
qualifying hedge relationship, all changes in its fair value are recognised immediately in profit
or loss.

(g) Government grants

Non-monetary government grants
(i) Land
Management believes that, in most cases, 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 back to the government. In addition, in the absence of identified use of the land, the
amount of future economic benefits cannot be determined with reasonable certainty.
Accordingly, land so received is not initially recognised in the consolidated financial statements
until certain events occur, which enable management to conclude that it becomes probable that
future economic benefits will flow to the Group from its ownership of such land.

F-111 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements
3 Significant accounting policies (continued)
(g) Government grants (continued)

Non-monetary government grants (continued)

(i) Land (continued)

Furthermore, for certain plots of land based on their current or intended use, it is certain that no
future economic benefits will flow to the Group from use of such lands. These are not
recognised as assets. Only their existence is disclosed in the consolidated financial statements
(see note 36).

The determination of whether future economic benefits will flow to the Group is made by
management using guidelines approved by the Board of Directors; each such determination is
also approved by the Board of Directors. Once the determination is made, land is recognised in
the financial statements at nominal value.
At the point of such initial recognition, and subsequently, at each reporting date, an assessment
is made by management as to the ultimate use of the land, and based on such assessment, the
land is transferred to the relevant asset category (such as investment property, property, plant
and equipment or inventory) depending on its intended use, and is thereafter accounted for using
the accounting policy in place for that relevant asset category. If, at the point of initial
recognition, the future use is unspecified, the parcel of land is transferred to investment
property, and accounted for in accordance with the policy in place for investment property.
Land received as government grants that do not meet the criteria that future economic benefits
will flow to the Group, are not recognised, but their existence is disclosed in the consolidated
financial statements.
(ii) Others
Other non-monetary government grants are recognised in the statement of financial position at
nominal value, and the granted assets are classified with other assets of the same nature as the
granted item.

Monetary government grants

Monetary grants that compensate the Group for expenses to be incurred are initially recognised
in the balance sheet as a deferred liability. Subsequent to initial recognition, such grants are
released to profit or loss on a systematic basis over the periods in which the related expenses are
recognised.
Where government grants compensate for the cost of assets, such assets are carried at cost, less
the value of the grants received. Asset values so derived are depreciated over the useful life of
the relevant asset.
Monetary grants for investments in other business enterprises are credited directly to the
statement of changes in equity.

(h) Finance income and expenses

Net finance expense comprises interest income on short term deposits and advances; and
interest expenses on term loans, amortisation of loan arrangement fees and foreign exchange
gains and losses that are recognised in profit or loss. Interest income and expenses are
recognised in profit or loss as they accrue using the effective interest method. Foreign currency
gains and losses are reported on a net basis.

F-112 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements
3 Significant accounting policies (continued)
(i) Income tax

Income tax expense / income comprise current and deferred tax. Current and deferred tax are
recognised in profit or loss except to the extent that it relates to a business combination, or
items recognised directly in equity or in other comprehensive income.

Current tax is the expected tax payable on the taxable income or loss for the year, using tax rates
enacted or substantively enacted at the reporting date, and any adjustment to tax payable in
respect of previous years.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used for taxation
purposes. Deferred tax is not recognised for the following temporary differences: the initial
recognition of assets or liabilities in a transaction that is not a business combination and that
affects neither accounting nor taxable profit or loss, and differences relating to investments in
subsidiaries and jointly controlled entities to the extent that it is probable that they will not
reverse in the foreseeable future. In addition, deferred tax is not recognised for taxable
temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at
the tax rates that are expected to be applied to temporary differences when they reverse, based
on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax
assets and liabilities are offset if there is a legally enforceable right to offset current tax
liabilities and assets, and they relate to income taxes levied by the same tax authority on the
same taxable entity, or on different tax entities, but they intend to settle current tax liabilities
and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised for deductible temporary differences, to the extent that it is
probable that future taxable profits will be available against which the temporary difference can
be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent
that it is no longer probable that the related tax benefit will be realised.

Additional income taxes that arise from the distribution of dividends are recognised at the same
time that the liability to pay the related dividend is recognised.

(j) Borrowing costs

The Group capitalises all borrowing costs that are directly attributable to the acquisition,
construction or production of a qualifying asset as part of the cost of that asset.

Other borrowing costs are recognised as an expense in the period in which they are incurred
(See note 3(h)).

(k) Property, plant and equipment

(i) Recognition and measurement

Owned assets
Items of property, plant and equipment are stated at cost, less accumulated depreciation and
impairment losses, if any, except for land, helicopters and helicopter spare parts received as
government grants which are stated at nominal value (see note 3(g)). Cost includes expenditures
that are directly attributable to the acquisition of the assets.

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Notes to the consolidated financial statements
3 Significant accounting policies (continued)
(k) Property, plant and equipment (continued)

(i) Recognition and measurement (continued)

Owned assets (continued)

The cost of self-constructed assets includes the cost of materials and direct labour, any other
costs directly attributable to bringing the asset to a working condition for its intended use, and
the costs of dismantling and removing the items and restoring the site on which they are located,
and capitalised borrowing costs. Purchased software that is integral to the functionality of the
related equipment is capitalised as part of that equipment.

When parts of an item of property, plant and equipment have different useful lives, they are
accounted for as separate items (major components) of property, plant and equipment.

Gains and losses if any on disposal or retirement of an item of property, plant and equipment are
determined by comparing the proceeds from disposal with the carrying amount of property,
plant and equipment and are recognised net within other operating income in profit or loss.

Leased assets
Leases under the terms of which the Group assumes substantially all the risks and rewards of
ownership are classified as finance leases. Upon initial recognition the leased assets are
measured at an amount equal to the lower of its fair value and the present value of the minimum
lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with
the accounting policy applicable to that asset.

(ii) Reclassification to investment property

When the use of a property changes from owner-occupied to investment property, the property
is remeasured to fair value and reclassified as investment property. Property that is being
constructed for future use as investment property is accounted for at fair value. Any gain arising
on remeasurement is recognised in profit or loss to the extent the gain reverses a previous
impairment loss on the specific property, with any remaining gain recognised in other
comprehensive income and presented in the revaluation reserve in equity.

Any loss is recognised in other comprehensive income and presented in the revaluation reserve
in equity to the extent that an amount had previously been included in the revaluation reserve
relating to the specific property, with any remaining loss recognised immediately in profit or
loss.

(iii) Subsequent costs

The cost of replacing part of an item of property, plant and equipment is recognised in the
carrying amount of the item if it is probable that the future economic benefits embodied within
the part will flow to the Group and its cost can be measured reliably. The carrying amount of the
replaced part is derecognised. The cost of the day-to day servicing of property, plant and
equipment are recognised in profit or loss as incurred.

(iv) Depreciation
Oil and gas assets are depreciated using the unit of production method by reference to the ratio
of production in the period and the related proved and probable reserves in the field, taking into
account future development expenditure necessary to bring those reserves into production.

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Notes to the consolidated financial statements
3 Significant accounting policies (continued)
(k) Property, plant and equipment (continued)

(iv) Depreciation (continued)

Land is not depreciated. Leased assets are depreciated over the shorter of the lease term and
their estimated useful lives unless it is reasonably certain that the Group will obtain ownership
by the end of the lease term.

Depreciation on assets other than oil and gas assets, land and leased assets, is charged to profit
or loss on a straight-line basis over the estimated useful lives of each part of an item of property,
plant and equipment, since this most closely reflects the expected pattern of consumption of the
future economic benefits embodied in the asset. The estimated useful lives for the current and
comparative periods are as follows:

Years
Buildings 15 - 25
Plant and office equipment 3 20
Aircraft 10 20
Aircraft materials 1 - 24
Computers 3 - 10
Others 3-5

Depreciation methods, useful lives and residual values are reviewed at each financial year end
and adjusted if appropriate (see note 38).

Capital work in progress

The Group capitalises all costs relating to the construction of property, plant and equipment as
capital work in progress, up to the date of the completion and commissioning of the asset. These
costs are transferred from capital work in progress to the appropriate asset classification upon
completion and commissioning, and are depreciated over the useful economic life applicable to
the respective asset category, from the date of such completion and commissioning.
(l) Intangible assets

Goodwill
Goodwill acquired in a business combination is initially measured at cost of the acquisition in
excess of the Groups interest in the net fair value of identifiable assets, liabilities and
contingent liabilities of the acquiree. Following initial recognition goodwill is measured at cost
less accumulated impairment losses. In respect of equity accounted investees, the carrying
amount of goodwill is included in the carrying amount of the investment, and an impairment
loss on such an investment is not allocated to any asset, including goodwill, that forms part of
the carrying amount of the equity accounted investee. Goodwill is reviewed for impairment
annually or more frequently if events and circumstances indicate that the carrying value may be
impaired.

Trademarks
Acquired trademarks and licences are shown at historical costs. Trademarks and licences have
indefinite useful lives and are subject to impairment testing which are performed annually or in
case of triggering events.

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Notes to the consolidated financial statements
3 Significant accounting policies (continued)
(l) Intangible assets (continued)

Service concession arrangements

The Group recognises an intangible asset arising from a service concession arrangement when it
has a right to charge for usage of the concession infrastructure. An intangible asset received as
consideration for providing construction or upgrade services in a service concession
arrangement is measured at fair value upon initial recognition. Subsequent to initial recognition
the intangible asset is measured at cost, which includes capitalised borrowing costs, less
accumulated amortisation and accumulated impairment losses.

Other intangible assets

Other intangible assets, which have finite useful lives are measured at cost less accumulated
amortisation and accumulated impairment losses, if any.

Subsequent expenditure
Subsequent expenditure is capitalised only when it increases the future economic benefits
embodied in the specific asset to which it relates. All other expenditure, including expenditure
on internally generated goodwill and brands, is recognised in profit or loss as incurred.

Amortisation
License fees related to mineral exploration and production rights and oil reserves are amortised
using the unit of production method. Favourable supply contracts acquired in a business
combination are amortised on a straight line basis over the life of the contract.

Possible and contingent hydrocarbons reserves acquired in a business combination are

amortised on a straight line basis over the life of the project till the reserves move to the proved
and probable category. After the reserves move to the proved and probable category, they are
amortised based on the unit of production method.

License fee for telecom license is amortised on a straight-line basis over the period of the
licence from the date of commencement of commercial operations.

Amortisation of other intangible assets is recognised in profit or loss on a straight-line basis

over the estimated useful lives of the intangible assets, from the date that they are available for
use. The estimated useful lives for the current and comparative periods are as follows:

Years
Software 57
Capitalised development costs 25
Others 5 - 15

Amortisation methods, useful lives and residual values are reviewed at each financial year-end
date and adjusted if appropriate.

The estimated useful life of an intangible asset in a service concession arrangement is the period
from when the Group is able to charge the tenants for the use of the infrastructure to the end of
the concession period.

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Notes to the consolidated financial statements
3 Significant accounting policies (continued)
(m) Investment properties

Investment properties are those which are held either to earn rental income and / or for capital
appreciation, but not for sale in the ordinary course of business, use in the production or supply
of goods or services or for administrative purposes. Investment properties are measured at fair
value with any change therein recognised in profit or loss.

When the use of a property changes such that it is reclassified to another asset category its fair
value at the date of reclassification becomes its cost for subsequent accounting.

(n) Inventories

Inventories are comprised of land held for sale, drilling materials, maintenance spares and
medical supplies. Inventories are measured at the lower of cost and net realisable value. For
inventories other than land held for sale, cost is based on the weighted average cost method and
includes expenditure incurred in acquiring the inventories and bringing them to their existing
location and condition.

The cost of land held for sale is determined based on the specific identification method. Where
land held for sale is transferred from another asset category, the carrying value at the date of
change is the deemed cost of inventory for subsequent accounting.

Net realisable value is the estimated selling price in the ordinary course of business, less
estimated selling expenses.

(o) Contract work in progress

Contract work in progress represents the gross unbilled amount expected to be collected from
customers for contract work performed to date. It is measured at cost plus profit recognised to
date less progress billings and recognised losses. Cost includes all expenditure directly related to
specific projects and an allocation of fixed and variable overheads incurred in the Groups
contract activities based on normal operating capacity.

Contract work in progress is presented as part of receivables and prepayments in the

consolidated statement of financial position. If payments received from customers exceed costs
incurred plus recognised profits, then the difference is presented as deferred income in the
consolidated statement of financial position.

(p) Provisions

Provisions are recognised if, as a result of past events, the Group has a present legal or
constructive obligation that can be estimated reliably, and it is probable that an outflow of
economic benefits will be required to settle the obligation. Where the effect of time value of
money is material, provisions are determined by discounting the expected future cash flows at a
pre-tax rate that reflects the current market assessments of the time value of money and the risks
specific to the liability. The unwinding of the discount is recognised as finance cost.

Decommissioning costs
Liabilities for decommissioning costs are recognised when the Group becomes legally or
constructively obliged to dismantle and remove a facility or an item of plant and to restore the
site on which it is located, and when a reasonable estimate of that liability can be made.

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Notes to the consolidated financial statements
3 Significant accounting policies (continued)

(p) Provisions (continued)

Decommissioning costs (continued)

The amount of the obligation is estimated at current prices and in accordance with local
conditions and requirements. A corresponding item of plant and equipment in an amount
equivalent to the provision is included in the respective class of asset. This is subsequently
depreciated or depleted as part of the capital costs of the facility or item of plant.

(q) Staff terminal benefits and pensions

Entities domiciled in UAE
For the Group entities domiciled in UAE, provision for staff terminal benefits is made in
accordance to the UAE Federal Labour Law and is determined as the liability that would arise if
the employment of all staff were terminated at the balance sheet date.
Monthly pension contributions are made in respect of UAE National employees, who are
covered by the Law No. 2 of 2000. The contribution made by the Company is recognised in
profit or loss. The pension fund is administered by the Government of Abu Dhabi, Finance
Department, represented by the Abu Dhabi Retirement Pensions and Benefits Fund. Other than
the monthly pension contributions there is no further obligation on the Group.
An actuarial valuation is not performed on staff terminal and other benefits in respect of UAE
employees as the net impact of the discount rate and future salary and benefits level on the
present value of the benefits obligation are not expected by management to be significant.
Entities domiciled outside UAE
For the Group entities domiciled outside the UAE, provision for staff terminal benefits is made
in accordance with the applicable provisions under the regulations prevalent in countries in
which the respective entity operates. The Group companies operate various pension schemes.
The schemes are generally funded through payments to insurance companies or trustee-
administrated funds, determined by periodical actuarial calculations and legally independent
from the Group. The Group has both defined benefit and defined contribution schemes. A
defined contribution plan is a plan under which the Group pays fixed contributions into a
separate entity. The Group has no legal or constructive obligations to pay further contributions if
the fund does not hold sufficient assets to pay all employees the benefits relating to employee
service in the current and prior periods.
A defined benefit plan is a pension plan that is not a defined contribution plan. Typically,
defined benefit plans define an amount of pension benefit that an employee will receive on
retirement, usually dependent on one or more factors such as age, years of service and
compensation.

The liability recognized in the consolidated statement of financial position in respect of defined
benefit pension plans is the present value of the defined benefit obligation at the consolidated
statement of financial position date less the fair value of plan assets, together with adjustments
for unrecognized actuarial gains or losses and past service costs. The defined benefit obligation
is calculated annually by independent actuaries using the projected unit credit method.

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Notes to the consolidated financial statements
3 Significant accounting policies (continued)
(q) Staff terminal benefits and pensions (continued)

Entities domiciled outside UAE (continued)

The present value of the defined benefit obligation is determined by discounting the estimated
future cash outflows using the interest rates of high-quality corporate bonds that are
denominated in the currency in which the benefits will be paid and that have terms to maturity
approximating the terms of the related pension liability.

Actuarial gains and losses arising from experience adjustments and changes in actuarial
assumptions in excess of the greater of 10% of the value of plan assets or 10% of the defined
benefit obligation are charged or credited to income over the employees expected average
remaining working lives. Pension assets are recognised to the extent that they represent probable
expected refunds or reductions in contributions.

Current service costs are recognized in the profit or loss. Past service costs are recognized
immediately in profit or loss, unless the changes to the pension plan are conditional on the
employees remaining in service for a specified period of time (the vesting period). In this case,
the past-service costs are amortised on a straight-line basis over the vesting period.
For certain defined contribution plans, the Group pays contributions to publicly or privately
administrated pension insurance plans on a mandatory, contractual or voluntary basis. The
Group has no further payment obligation once the contributions have been paid. The
contributions are recognized as employee benefit expenses when they are due. Prepaid
contributions are recognized as an asset to the extent that a cash refund or a reduction in the
future payments is available.

(r) Impairment

Financial assets
A financial asset not carried at fair value through profit or loss is assessed at each reporting date
to determine whether there is any objective evidence that it is impaired. A financial asset is
impaired if objective evidence indicates that a loss event has occurred after the initial
recognition of the asset, and that the loss event had a negative effect on the estimated future
cash flows of that asset that can be estimated reliably.

Objective evidence that financial assets (including equity securities) are impaired can include
default or delinquency by a debtor, restructuring of an amount due to the Group on terms that
the Group would not consider otherwise, indications that a debtor or issuer will enter
bankruptcy, the disappearance of an active market for a security. In addition, for an investment
in an equity security, a significant or prolonged decline in its fair value below its cost is
objective evidence of impairment.

The Group considers evidence of impairment for receivables at both a specific asset and
collective level. All individually significant receivables are assessed for specific impairment.
All individually significant receivables found not to be specifically impaired are then
collectively assessed for any impairment that has been incurred but not yet identified.
Receivables that are not individually significant are collectively assessed for impairment by
grouping together receivables with similar risk characteristics.

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Notes to the consolidated financial statements
3 Significant accounting policies (continued)
(r) Impairment (continued)

Financial assets (continued)

In assessing collective impairment the Group uses historical trends of the probability of default,
timing of recoveries and the amount of loss incurred, adjusted for managements judgement as
to whether current economic and credit conditions are such that the actual losses are likely to be
greater or less than suggested by historical trends.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the
difference between its carrying amount, and the present value of the estimated future cash flows
discounted at the assets original effective interest rate. Losses are recognised in profit or loss
and reflected in an allowance account against receivables. Interest on the impaired asset
continues to be recognised through the unwinding of the discount. When a subsequent event
causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed
through profit or loss.

Impairment losses on available-for-sale investment securities are recognised by transferring the

cumulative loss that has been recognised in other comprehensive income, and presented in the
fair value reserve in equity, to profit or loss. The cumulative loss that is removed from other
comprehensive income and recognised in profit or loss is the difference between the acquisition
cost, net of any principal repayment and amortisation, and the current fair value, less any
impairment loss previously recognised in profit or loss. Changes in impairment provisions
attributable to time value are reflected as a component of interest income.

If, in a subsequent period, the fair value of an impaired available-for-sale debt security increases
and the increase can be related objectively to an event occurring after the impairment loss was
recognised in profit or loss, then the impairment loss is reversed, with the amount of the reversal
recognised in profit or loss. However, any subsequent recovery in the fair value of an impaired
available-for-sale equity security is recognised in other comprehensive income.

Non-financial assets
The carrying amounts of the Groups non-financial assets, other than investment properties and
inventories, are reviewed at each reporting date to determine whether there is any indication of
impairment. If any such indication exists, then the assets recoverable amount is estimated. For
goodwill, and intangible assets that have indefinite useful lives or that are not yet available for
use, the recoverable amount is estimated each year at the same time.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and
its fair value less costs to sell. In assessing value in use, the estimated future cash flows are
discounted to their present value using a discount rate that reflects current market assessments
of the time value of money and the risks specific to the asset. For the purpose of impairment
testing, assets that cannot be tested individually are grouped together into the smallest group of
assets that generates cash inflows from continuing use that are largely independent of the cash
inflows of other assets or groups of assets (the cash-generating unit, or CGU).

The Groups corporate assets do not generate separate cash inflows. If there is an indication that
a corporate asset may be impaired, then the recoverable amount is determined for the CGU to
which the corporate asset belongs.

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Notes to the consolidated financial statements

3 Significant accounting policies (continued)

(r) Impairment (continued)

Non-financial assets (continued)

An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its
estimated recoverable amount. Impairment losses are recognised in profit or loss. Impairment
losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any
goodwill allocated to the units, and then to reduce the carrying amounts of the other assets in the
unit (group of units) on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment
losses recognised in prior periods are assessed at each reporting date for any indications that the
loss has decreased or no longer exists. An impairment loss is reversed if there has been a change
in the estimates used to determine the recoverable amount. An impairment loss is reversed only
to the extent that the assets carrying amount does not exceed the carrying amount that would
have been determined, net of depreciation or amortisation, if no impairment loss had been
recognised.

Goodwill that forms part of the carrying amount of an equity accounted investee is not
recognised separately, and therefore is not tested for impairment separately. Instead, the entire
amount of such investment is tested for impairment as a single asset when there is objective
evidence that the investment may be impaired.

(s) Assets classified as held for sale

Assets that are expected to be recovered primarily through sale rather than through continuing
use are classified as held for sale. Immediately before classification as held for sale, these assets
are remeasured in accordance with the Groups accounting policies. Thereafter generally, these
assets are measured at lower of their carrying amount and fair value less costs to sell.

(t) Segment reporting

An operating segment is a component of the Group that engages in business activities from
which it may earn revenues and incur expenses, including revenues and expenses that relate to
transactions with any of the Groups other components. All operating segments operating
results are reviewed regularly by the Groups CEO to make decisions about resources to be
allocated to the segment and assess its performance, and for which discrete financial
information is available (see note 6).

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Notes to the consolidated financial statements
4 Determination of fair values
A number of the Groups accounting policies and disclosures require the determination of fair
values, for both financial and non-financial assets and liabilities. Fair values have been
determined for measurement and / or disclosure purposes based on the following methods.
Where applicable, further information about the assumption made in determining the fair values
is disclosed in the notes specific to that asset or liability.
(a) Property, plant and equipment

The fair value of property, plant and equipment recognised as a result of a business combination
is based on market values. The market value of property is the estimated amount for which a
property could be exchanged on the date of valuation between a willing buyer and a willing
seller in an arms length transaction after proper marketing, wherein the parties had each acted
knowledgeably and willingly. The fair value of items of plant, equipment, fixtures and fittings is
based on the market approach and cost approaches using quoted market prices for similar items
when available and replacement cost when appropriate.
(b) Intangible assets

The fair value of oil and gas reserves acquired in a business combination is based on the net
present value of the cash flows estimated from the exploitation of such reserves.
Intangible assets received as consideration for providing construction services in a service
concession arrangement are measured at fair value upon initial recognition, estimated by
reference to the fair value of the construction services provided. When the Group receives an
intangible asset and a financial asset as consideration for providing construction services in a
service concession arrangement, the Group estimates the fair value of intangible assets as the
difference between the fair value of the construction services provided and the fair value of the
financial asset received.

The fair value of other intangible assets is based on the discounted cash flows expected to be
derived from the use and eventual sale of the assets.
(c) Investment property

Management uses the work of external experts wherever necessary to assess the fair value of
investment properties. External, independent valuation companies, having appropriate
recognised professional qualifications and recent experience in the location and category of
property being valued, are consulted for the same. The fair values are based on market values,
being the estimated amount for which the property could be exchanged on the date of valuation
between a willing buyer and a willing seller in an arms length transaction after proper
marketing, wherein the parties had each acted knowledgeably and willingly. Where
appropriate, the specific approved usage of the investment property is given due consideration.

In the absence of reliable estimates of current prices in an active market, the valuations are
prepared by considering the aggregate of the estimated future cash flows expected to be
received from the property. A yield that reflects the specific risks inherent in the net cash flows
is then applied to the net annual cash flows to arrive at the property valuation.

Valuations reflect, when appropriate, the type of tenants actually in occupation or responsible
for meeting lease commitments or likely to be in occupation after letting vacant
accommodation, the allocation of maintenance and insurance responsibilities between the Group
and the lessee; and the remaining economic life of the property.

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Notes to the consolidated financial statements
4 Determination of fair values (continued)
(d) Inventories

The fair value of inventories acquired in a business combination is determined based on its
estimated selling price in the ordinary course of business less the estimated costs of completion
and sale, and a reasonable profit margin based on the effort required to complete and sell the
inventories.
(e) Investments in equity and debt securities

The fair value of financial assets at fair value through profit or loss and available-for-sale
financial assets is determined by reference to their quoted bid price at the reporting date. If a
quoted market price is not available, the fair value is based on an appropriate valuation technique.
However, if the fair value cannot be reliably measured such instruments are carried at cost, less
impairment losses.

(f) Derivative financial instruments

The fair value of forward exchange contracts is based on their listed market price, if available. If
a listed market price is not available, then fair value is estimated by discounting the difference
between the contractual forward price and the current forward price for the residual maturity of
the contract using a risk-free interest rate (based on government bonds).
The fair value of interest rate swaps is based on external quotes. These quotes are tested for
reasonableness by the Group. Fair values reflect the credit risk of the instrument and include
adjustments to take account of the credit risk of the Group entity and counterparty when
appropriate.

(g) Non-derivative financial liabilities

Fair value, which is determined for disclosure purposes, is calculated based on the present value
of future principal and interest cash flows, discounted at the market rate of interest at the
reporting date.

5 Financial risk management

Overview
The Group has exposure to the following risks from its use of financial instruments:

credit risk
liquidity risk
market risk
operational risk

This note presents information about the Group's exposure to each of the above risks, the
Group's objectives, policies and processes for measuring and managing risk, and the Group's
management of capital. Further quantitative disclosures are included throughout these
consolidated financial statements.

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Notes to the consolidated financial statements
5 Financial risk management (continued)
Risk management framework

The Board of Directors has overall responsibility for the establishment and oversight of the
Group's risk management framework.

The Group's risk management policies are established to identify and analyse the risks faced by
the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to
limits. Risk management policies and systems are reviewed regularly to reflect changes in
market conditions and the Group's activities. The Group, through its training and management
standards and procedures, aims to develop a disciplined and constructive control environment in
which all employees understand their roles and obligations.

The Groups Audit Committee oversees how management monitors compliance with the
Group's risk management policies and procedures and reviews the adequacy of the risk
management framework in relation to the risks faced by the Group.
(a) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial
instrument fails to meet its contractual obligations, and arises principally from the Group's
receivables from customers and investment securities.

Trade and other receivables

The Groups exposure to credit risk is influenced mainly by the individual characteristics of
each customer. However, management also considers the demographics of the Groups
customer base, including the default risk of the industry and country, as these factors may have
an influence on credit risk, particularly in the currently deteriorating economic circumstances.

Approximately 54% (2008: 59%) of the receivables are from related parties primarily parties
under common control of the Companys shareholder. However, there is limited concentration
of credit risk with the overall exposure being spread over a large number of customers.
Investments
The Group invests in various financial instruments, both quoted and unquoted, generally based
on detailed due diligence conducted by experts. All investments are approved by the Board of
Directors. As adequate background check and financial and legal due diligence is conducted, the
risk that the counterparty to the financial instrument will fail to meet its contractual obligations
is low.
Guarantees
The Company provides guarantees to third parties on behalf of its wholly owned subsidiaries
and on behalf of joint ventures in proportion to the Companys/ wholly owned subsidiaries
interests in the joint ventures, for details (see note 34).

(b) Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations
associated with its financial liabilities that are settled by delivering cash or another financial
asset. The Groups approach to managing liquidity is to ensure, as far as possible, that it will
always have sufficient liquidity to meet its liabilities when due, under both normal and stressed
conditions, without incurring unacceptable losses or risking damage to the Groups reputation.
The Group ensures that it has sufficient cash and liquid assets on demand to meet its expected
operational expenses; this excludes the potential impact of extreme circumstances that cannot
reasonably be predicted, such as natural disasters.

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Notes to the consolidated financial statements
5 Financial risk management (continued)
(c) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates
and equity prices, will affect the Group's income or the value of its holdings of financial
instruments. The objective of market risk management is to manage and control market risk
exposures within acceptable parameters, while optimising the return. The Group buys and sells
derivatives, and also incurs financial liabilities, in order to manage market risks. All such
transactions are carried out within the guidelines set by the Board of Directors.

Currency risk
The Group is exposed to currency risk on its transactions, investments and borrowings that are
denominated in a currency other than the respective functional currencies of the Group entities,
primarily the Euro (EUR), but also US Dollars (USD).
The Groups transactions and balance sheet risks are limited, as a significant proportion of its
foreign currency transactions, monetary assets and liabilities are denominated in USD, where
the exchange rate for conversion to the functional currency of the Company is pegged. It is the
Groups policy to obtain Euro denominated loans to economically hedge its investments in Euro
and in certain cases it uses derivatives to hedge its investments in Euros.

Interest rate risk

The Group adopts a policy of ensuring that its exposure to significant changes in interest rates is
reduced by hedging such risks. This is achieved by entering into interest rate collars and interest
rate swaps.

Other market price risk

Equity price risk arises from financial assets at fair value through profit or loss and available-
for-sale equity securities. Management of the Group monitors the mix of debt and equity
securities in its investment portfolio based on market indices. Material investments within the
portfolio are managed on an individual basis and all buy and sell decisions are approved by the
Board of Directors.
The primary goal of the Group's investment strategy is to maximise investment returns.
Management is assisted by external advisors in this regard. In accordance with this strategy
certain investments are designated at fair value through profit or loss because their performance
is actively monitored and they are managed on a fair value basis. The Group does not enter into
commodity contracts other than to meet the Group's expected usage and sale requirements; such
contracts are not settled net.
(d) Capital management
The Board's policy is to maintain a strong capital base so as to maintain investor, creditor and
market confidence and to sustain future development of the business. The Board of Directors
monitors the return on capital.
The Board seeks to maintain a balance between the higher returns that might be possible with
higher levels of borrowings and the advantages and security afforded by a sound capital
position. There were no significant changes in the Groups approach to capital management
during the year.
Certain subsidiaries are subject to debt covenants requiring maintenance of specific debt equity
ratios. Furthermore, the Company and its subsidiaries incorporated in the UAE are subject to
certain requirements of the UAE Federal Law No. 8 of 1984 (as amended) to maintain a
statutory reserve (see note 32), which they are compliant with.

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Notes to the consolidated financial statements

6 Segment reporting

Information about reportable segments

The Group has ten reportable segments, as described below, which are the Groups strategic
business units. The strategic business units are responsible for the screening due diligence,
development and implementation of all business ideas, investment opportunities and
acquisitions.

The following summary describes the operations in each of the Groups reportable segments:

Oil and Gas Is focused on diversification in the oil and gas sector; in particular
hydrocarbon exploration and production, and creation of a globally competitive oil and gas
exploration and production company.
Renewable Energy (formerly New Energy Technologies) Is focused on achieving the
Government of Abu Dhabis vision of transforming Abu Dhabi into a global leader in
sustainable new energy technologies.
Other Energy and Industry Is focused on economic development through the
development of energy-linked infrastructure (including public utilities) and sustainable
industry.
Real Estate and Hospitality Is focused on residential, commercial and retail real estate
developments and luxury hotels and resorts, both in Abu Dhabi and internationally.
Infrastructure Is focused on economic development through developing, owning and
operating concession based infrastructure and educational, health and other facilities.
Services Ventures (formerly Services) - Is focused on human resource and economic
development by establishing businesses in service-based sectors, such as leasing and
financial services, maritime transportation services, defence services and logistics services.
Aerospace Is focused on creating aviation and aerospace industry in Abu Dhabi and
bringing aerospace technology, skills and facilities to Abu Dhabi.
Information and Communication Technology - Is focused on human resource and
economic development by establishing local information, communications and technology
clusters.
Healthcare Is focused on creating a world class, competitive vertically integrated network
of healthcare infrastructure.
Corporate / Acquisitions Develops and drives the strategy for the Group as a whole as
well as for acquisitions across all lines of business in collaboration with the relevant
business unit. Acquisitions business unit is also mandated to identify and realise
opportunities that align with the broader Group strategy through investments throughout
the globe.

For information relating to segment operating income/ (loss), segment results and segment total
assets see pages 41 and 42.

F-126 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements

6 Segment reporting (continued)

Geographical segments
Significant operations of the Group are based in the United Arab Emirates, the State of Qatar
and Europe.

In presenting information on the basis of geographical segments, segment revenue is based on

the geographical location of customers. Segment non-current assets are based on the
geographical location of the assets and exclude financial instruments, deferred tax assets and
post- employment benefit assets.

Geographical information
2009 2008
Revenue Non-current Revenue Non-current
assets assets
AED000 AED000 AED000 AED000

United Arab Emirates 4,294,464 15,439,613 1,272,042 7,169,369

State of Qatar 2,830,577 6,618,638 3,783,445 6,662,674
Europe 3,991,530 4,489,488 - 1,087,415
Others 1,976,041 5,949,798 1,605,655 3,958,137
___________ ___________ ___________ ___________
13,092,612 32,497,537 6,661,142 18,877,595
============ ============ ============ =============
Major customer

Revenue from sale of goods and services with customers individually exceeding 10% of the
Groups revenues in certain segments, is set out below:

2009 2008
AED000 AED000
Entities under common control
Entities under common control1 4,365,289 1,890,014
=========== ============
External entities
Oil and Gas 2,164,950 3,215,925
=========== ============

1
This primarily represents revenue from Infrastructure, Oil and Gas, and Corporate
business segments.

F-127 F
 Mubadala Development Company PJSC
Notes to the consolidated financial statements

6 Segment reporting (continued)

As at and for the year ended 31 December

Changes in the internal organisation structure have resulted in changes to the composition of reportable segments. Due to non-availability of corresponding
information for the previous year the segment information for the current year is not restated to reflect this change in structure. For the purpose of comparison the
segment information for 2009 has been presented below based on the previous organisation structure. The operating income, results and the total assets of the
reporting segments based on the new organisation structure has been reported on the following page, for the current year only.

Energy and Renewable Real Estate & Infrastructure & Aerospace & Corporate /
Industry Energy Hospitality Services Technology Healthcare Acquisitions Consolidated
31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09
AED '000 AED '000 AED '000 AED '000 AED '000 AED '000 AED '000 AED '000

F-128
Segment operating income / (loss) 5,808,735 208,861 834,643 3,153,061 4,258,911 204,305 2,908,991 17,377,507
Segment result 2,346,686 (412,025) 708,586 602,354 (329,001) 36,637 1,695,930 4,649,167
Segment total assets 13,687,793 6,223,553 11,915,270 7,283,432 15,490,532 673,933 33,191,198 88,465,711

31-Dec-08 31-Dec-08 31-Dec-08 31-Dec-08 31-Dec-08 31-Dec-08 31-Dec-08 31-Dec-08

AED '000 AED '000 AED '000 AED '000 AED '000 AED '000 AED '000 AED '000

Segment operating income / (loss) 6,182,716 (9,962) 737,408 1,145,229 (883,708) 120,284 (11,205,104) (3,913,137)

Segment result 886,156 (278,089) 612,164 (25,375) (1,233,333) (37,841) (11,690,581) (11,766,899)

Segment total assets 11,663,606 2,558,025 7,466,084 5,974,229 5,443,048 198,797 17,137,320 50,441,109

41

F
 Mubadala Development Company PJSC
Notes to the consolidated financial statements

6 Segment reporting (continued)

As at and for the year ended 31 December

Information &
Renewable Other Energy Real Estate & Services Communication Corporate /
Oil & Gas Energy & Industry Hospitality Infrastructure Ventures Aerospace Technology Healthcare Acquisitions Consolidated

31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09

AED '000 AED '000 AED '000 AED '000 AED '000 AED '000 AED '000 AED '000 AED '000 AED '000 AED '000

Segment operating income /

(loss) 5,968,615 208,861 (159,880) 834,643 2,849,728 303,333 4,260,792 (1,881) 204,305 2,908,991 17,377,507

F-129
Segment result 2,496,688 (412,025) (150,002) 708,586 521,298 81,056 (237,027) (91,974) 36,637 1,695,930 4,649,167

Segment total assets 12,217,984 6,223,553 1,469,809 11,915,270 5,415,505 1,867,927 8,747,837 6,742,695 673,933 33,191,198 88,465,711

42

F
Mubadala Development Company PJSC
Notes to the consolidated financial statements
7 Subsidiaries
These consolidated financial statements include the following significant subsidiaries:

Ownership Ownership
interest interest
Subsidiaries Domicile 2009 2008

Dolphin Investment Company LLC (DIC) UAE 100% 100%

Liwa Energy Limited (LLC) UAE 100% 100%
Abu Dhabi Future Energy Company PSC UAE 100% 100%
Al Hikma Development Company PSC UAE 100% 100%
Mubadala Holdings Cyprus Limited Cyprus 100% 100%
Al Yah Satellite Communications Company PSC UAE 100% 100%
Beta Investment Company LLC UAE 100% 100%
Pearl Energy Limited1 Singapore 100% 100%
Takeoff Top Luxco S.A. Switzerland 70% -
Takeoff Luxco 1.S.a.r.l.2 Switzerland 70% 40%
Abu Dhabi Finance PJSC UAE 52% 20%
Abu Dhabi Aircraft Technologies LLC UAE 100% -
Manhal Development Company PSC UAE 100% 100%
Al Maqsed Development Company PSC UAE 100% -
1
Subsidiary of Beta Investment Company LLC.
2
Wholly owned subsidiary of Takeoff Top Luxco S.A.

Acquisitions

(a) Acquisition of Takeoff Luxco 1 S.a.r.l

On 9 March 2009, the Group obtained control of Takeoff Luxco 1 S.a.r.l., which holds a
controlling interest in SR Technics Group, a company incorporated in Switzerland, and an
independent provider of maintenance, repair and overhaul (MRO) services for commercial
aircraft. Such control was obtained by acquiring an additional 30% shareholding and thereby
increasing the Groups shareholding from 40% to 70%.
In the period from the date of acquisition to 31 December 2009, Takeoff Luxco 1 incurred a loss
of AED 40.28 million after adjusting for amortisation of fair value adjustments and finance
costs on intercompany loan, recorded upon business combination under purchase price
allocation.
Consideration transferred

The additional shareholding has been acquired for an initial consideration of USD 1, and a
contingent consideration as set out below.
Contingent consideration

A contingent consideration is payable upon the completion of five years from the date of
transfer of shares. The contingent consideration is capped by a maximum payout of
USD 100 million and will be payable only if certain conditions are met. As per managements
best estimates, it is improbable that the conditions will be met. Accordingly, no adjustment for
the contingent consideration is included in the cost of acquisition in accounting for the business
combination.

F-130 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements
7 Subsidiaries (continued)
Acquisitions (continued)

(a) Acquisition of Takeoff Luxco 1 S.a.r.l (continued)

Values of identifiable assets acquired and liabilities assumed1:

Pre-
acquisition Recognised
carrying Fair value values on
AED in thousands amounts2 adjustments acquisition

Goodwill 1,379,900 (1,379,900) -

Other intangible assets 2,452,311 (187,501) 2,264,810
Property, plant and equipment 1,619,353 - 1,619,353
Other non-current assets 109,915 - 109,915
Inventories 595,392 - 595,392
Trade and other receivables 1,148,785 - 1,148,785
Cash and cash equivalents 125,325 - 125,325
Trade and other payables (2,798,691) 1,103,443 (1,695,248)
Interest bearing loans (5,903,721) 3,524,989 (2,378,732)
Provisions (1,214,086) (10,261) (1,224,347)
Minority interest (5,449) (167,942) (173,391)
__________ __________ __________
Net identifiable assets and liabilities (2,490,966) 2,882,828 391,862
============ ============ =============

AED000

Acquisition - 30 November 2006

Fair value of consideration 1,170,563
Fair value of net assets acquired (1,170,563)
__________
Goodwill -
============

Acquisition - 26 February 2009

Fair value of consideration -
Fair value of net assets acquired (167,941)
__________
Gain on acquisition of stake in a subsidiary (167,941)
============

1
The fair values of identifiable assets, liabilities, and contingent liabilities have been determined
based on a purchase price allocation carried out by an independent expert.
2
Based on unaudited management accounts as at 28 February 2009.

F-131 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements

7 Subsidiaries (continued)
Acquisitions (continued)

(b) Acquisition of assets and liabilities of Gulf Aircraft Maintenance Company PJSC

During 2007, the Company received intimation from the Government of Abu Dhabi, the owner
of Gulf Aircraft Maintenance Company PJSC (GAMCO), that the assets and liabilities of
GAMCO would be transferred to the Company.

On 14 October 2009, the Government of Abu Dhabi formally approved the transfer of the assets
and liabilities of GAMCO to Abu Dhabi Aircraft Technologies LLC (ADAT), a 100% owned
subsidiary of Mubadala. The Company will issue additional shares to the Shareholder of
AED 106,304 thousand representing the book value of the net assets acquired.

The assets and liabilities of GAMCO have been transferred to ADAT at their book values, in
accordance with the Groups policy for accounting for common control transactions.

The assets and liabilities of GAMCO at 14 October 2009, the date of transfer, were as follows:

AED 000

Property, plant and equipment 528,779

Investment in joint venture 38,836
Inventories 174,439
Trade receivables 282,492
Amounts due from related parties 115,597
Prepayments, advances and deposits 65,703
Other assets 5,848
Cash and cash equivalents 198,644
Loan from Government of Abu Dhabi (489,541)
Amounts due to related parties (111,392)
Bank borrowings (176,866)
Employees end of service benefits (229,456)
Trade payables and accruals (296,779)
__________
Net assets 106,304
============

In the period from the date of acquisition to 31 December 2009, GAMCO incurred a profit of
AED 6,172 thousand.

(c) Acquisition of Abu Dhabi Finance PJSC

On 7 July 2009, the Group obtained control of Abu Dhabi Finance PJSC (ADF), a mortgage
provider incorporated in Abu Dhabi. Such control was obtained by acquiring an additional 32%
shareholding in 2009 and thereby increasing the Groups shareholding from 20% to 52%.
In the period from the date of acquisition to 31 December 2009, ADF incurred a loss of
AED 29,489 thousand.
Consideration transferred
The additional shareholding has been acquired for a consideration of AED 160 million.

F-132 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements
7 Subsidiaries (continued)

Acquisitions (continued)

If the acquisitions, mentioned in note 7(a) to 7(c), had occurred on 1 January 2009, management
estimates that the Groups combined consolidated revenue from sale of goods and services
would have been AED 15,110,867 thousand and combined consolidated profit for the year
would have been AED 4,589,581 thousand.

8 Revenue from sale of goods and services

2009 2008
AED000 AED000
Sale of hydrocarbons1 4,804,657 5,389,099
Aircraft maintenance and repairs 4,298,980 -
Service concession revenue (refer note 39) 2,657,148 937,515
Contract revenue 200,834 141,160
Sale of land 810,763 -
Medical services 202,132 120,285
Flight training services 63,457 45,389
Others 54,641 27,694
------------------------------ ----------------------------------
13,092,612 6,661,142
============= ===============

1
Sale of hydrocarbons is recorded net of royalties amounting to AED 467,541 thousand
(2008: AED 533,752 thousand).

9 Other operating income

2009 2008
AED000 AED000

Government grant income1 200,034 44,226

Management fee 56,860 60,476
Income from consulting services 24,897 68,961
Rental income 7,112 15,630
Sponsorship 1,659 19,409
Others 226,856 76,391
----------------------- ------------------------
517,418 285,093
============ ==============

1
During the year, the Government of Abu Dhabi granted and paid AED 54,058 thousand
(2008: AED nil) to the Group for the promotion and distribution of the Zayed Future Energy
Prize, AED 199,090 thousand (2008: AED nil) to fund the operations of the Masdar Institute of
Science and Technology and AED 67,444 thousand (2008: AED nil) to cover the International
Renewable Energy Agency (IRENA) campaign bid activities and the operations of IRENA
liaison office. The Group recognised AED 200,034 as the grant income for the year, based on
utilisation and unutilised balance of such grants, in the amount of AED 120,559 thousand
(2008: AED nil) has been carried forward as deferred grant income (note 27).

F-133 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements
10 Staff costs
The Group incurred staff costs amounting to AED 2,354,898 thousand (2008: AED 941,894
thousand), which have been included within cost of sales and administrative expenses and
property, plant and equipment.

11 Exploration costs
2009 2008
AED000 AED000

Exploration costs 859,736 590,763

============ ============

Exploration costs mainly include geological and geophysical costs and the costs relating to the
drilling of exploratory wells. These costs include rig costs, delay rentals and payments made to
contractors. During the year, the Group continued to incur exploratory costs on certain blocks
and paid signature bonus, which is included in these exploration costs.

12 Finance income and expense

2009 2008
AED000 AED000
Finance income
Interest income 886,744 398,657
Net foreign exchange gain 114,105 63,976
----------------------- ------------------------
1,000,849 462,633
----------------------- ------------------------
Finance expenses
Borrowing costs1 (1,152,899) (691,348)
----------------------- -----------------------
Net finance expense (152,050) (228,715)
============ =============
1
The Group incurred legal costs in relation to securing various long term financing facilities
(see note 29). These costs include legal consultancy charges, facility arrangement and
structuring fees. These costs, which are deducted from the carrying values of the respective
loans, are being amortised using effective interest method. The amortisation expense is included
within the borrowing costs. The balance of these deferred unamortised costs at
31 December 2009 is AED 303,059 thousand (2008: AED 14,548 thousand).

13 Income / (loss) from other investments

2009 2008
AED000 AED000

Net change in fair value of investments at

fair value through profit or loss (see note 20) 3,574,900 (6,415,245)
Net change in the fair value of derivatives used as
economic hedges 178,768 (257,943)
Gain on disposal of other investments 25,092 30,470
Dividend income 413,190 131,421
------------------------ --------------------------
4,191,950 (6,511,297)
=========== ===========

F-134 F
 Mubadala Development Company PJSC

Notes to the consolidated financial statements

14 Impairment losses
2009 2008
AED000 AED000
Impairment losses on:
- equity accounted investees (see note 19(b)) 365,652 288,479
- amounts due from a related party(see note 19(b)) - 296,909
- available for sale financial assets (see note 20) 639,578 4,330,259
- other assets (see note 22) 331,012 606,127
------------------------ ------------------------
1,336,242 5,521,774
` =========== ============
15 Property, plant and equipment
Details of property, plant and equipment are set out in Schedule I on page 84. Depreciation
charges have been allocated as follows:
2009 2008
AED000 AED000

Cost of sales 1,209,724 1,425,391

Administrative expenses 97,815 39,882
-------------------------- --------------------------
1,307,539 1,465,273
============ =============

F-135 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements

16 Intangible assets
Cost
At 1 January 2008
Additions
Acquisitions through business
combinations
Disposals
At 31 December 2008
At 1 January 2009
Additions
Acquisitions through business
combinations
Disposals
Effect of movement in
exchange rates
At 31 December 2009
Accumulated amortisation and
impairment losses
At 1 January 2008
Charge for the year
Write off1
Provision for impairment
At 31 December 2008
At 1 January 2009
Charge for the year
Provision for impairment
Reversal of impairment provision
Disposals
Effect of movement in
exchange rates
At 31 December 2009
Proved and Possible and
probable contingent
Telecom Exploration oil and gas oil and gas
license license Trademarks reserves reserves Goodwill Others Total
AED000 AED000 AED000 AED000 AED000 AED000 AED000 AED000
1,470,673 193,410 - - - - 439 1,664,522
- 18,735 - - - - 569 19,304
- - - 2,313,996 1,427,038 399,971 617,320 4,758,325
(1,470,673) - - - - - - (1,470,673)
--------------------------- ------------------------ ---------------------- -------------------------- -------------------------- ---------------------- --------------------------- ---------------------------
- 212,145 - 2,313,996 1,427,038 399,971 618,328 4,971,478
=========== ========= ========= =========== =========== ========= =========== ===========
- 212,145 - 2,313,996 1,427,038 399,971 618,328 4,971,478
- 229,172 - - - - 274,738 503,910
- - 1,799,919 - - 10,946 464,890 2,275,755
- - - - - - (32,584) (32,584)
- - 224,484 - - - 68,129 292,613
--------------------------- ------------------------ -------------------------- -------------------------- -------------------------- ---------------------- --------------------------- ---------------------------
- 441,317 2,024,403 2,313,996 1,427,038 410,917 1,393,501 8,011,172
=========== ========== =========== =========== =========== ========= =========== ===========
- (3,374) - - - - (32) (3,406)
- (6,682) - (453,093) (48,442) - (45,835) (554,052)
- - - - - - (243,288) (243,288)
- - - (1,637,228) (1,064,845) (351,899) (223,029) (3,277,001)
-------------------------- --------------------- ---------------------- ---------------------------- ---------------------------- ---------------------- ------------------------- ---------------------------
- (10,056) - (2,090,321) (1,113,287) (351,899) (512,184) (4,077,747)
=========== ========= ========= ============ ============ ========= ========== ===========
- (10,056) - (2,090,321) (1,113,287) (351,899) (512,184) (4,077,747)
- (14,639) - (40,247) (27,162) - (80,036) (162,084)
- - - - (178,095) (11,656) - (189,751)
- - - 536,456 88,421 - 15,204 640,081
- - - - - - 31,932 31,932
- - - - - - 1,057 1,057
--------------------------- -------------------------- ---------------------- ---------------------------- ---------------------------- ---------------------- ------------------------- ---------------------------
- (24,695) - (1,594,112) (1,230,123) (363,555) (544,027) (3,756,512)
=========== =========== ========= ============ ============ ========= ========== ===========

Carrying amounts
At 1 January 2008 1,470,673 190,036 - - - - 407 1,661,116
=========== =========== =========== ========== ========== ========= =========== ============
At 31 December 2008 - 202,089 - 223,675 313,751 48,072 106,144 893,731
=========== =========== =========== ========== ========== ========= =========== ============
At 31 December 2009 - 416,622 2,024,403 719,884 196,915 47,362 849,474 4,254,660
=========== =========== =========== ========== ========== ========= =========== ============

1
Represents a one-time write off of exploration costs of a subsidiary acquired in 2008 so as to align its
accounting policies to that of the Group.

F-136 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements
16 Intangible assets (continued)
Impairment loss
During the year, there has been an increase in the oil and gas prices, compared to the end of the
previous year, estimates of oil and gas reserves in certain fields have changed significantly and
certain restrictions have been placed on export sale of gas from Ruby (Subuku) field. This has
necessitated the reassessment of the recoverable value of intangibles related to oil and gas
reserves.

The recoverable amount of the cash-generating units (the producing field that produces
hydrocarbons) was estimated based on their value in use, which was determined with the
assistance of independent valuers. The fair values less cost to sell is not likely to be significantly
different from the value in use. For impairment testing, goodwill is allocated to the producing
fields which represent the lowest level within the Group at which the goodwill is monitored for
internal management purposes.

The carrying amounts of intangibles at the Sebuku, Basin and Tungkal were reassessed and an
impairment loss of AED 189,751 thousand (2008: AED 921,883 thousand) was recognised.
The impairment loss was first allocated to the goodwill of AED 11,656 thousand
(2008: AED 96,782 thousand) and then to the oil and gas reserves of AED 178,095 thousand
(2008: AED 825,101 thousand).
The carrying amounts of intangibles at Jasmine and Island were reassessed and a reversal of
impairment of AED 640,081 thousand relating to the oil and gas reserves, was recognised.
(2008: impairment loss of AED 2,169,805 thousand, which was first allocated to the goodwill
AED 255,117 thousand and then to the oil and gas reserves of AED 1,914,688 thousand).
Impairment losses related to goodwill were not reversed.
Value in use was determined by discounting the future cash flows generated from the continuing
use of the unit and was based on the following key assumptions:
Cash flows were projected for each producing field except Jasmine, based on the projected
production plan of the respective fields 2P (proved and probable) reserves. The cash flows
from Jasmine include, in addition to the 2P reserves, managements expectation of the
realisation of the contingent gas resources in that field;
Oil prices are based on 31 December 2009 Brent future prices and are adjusted by lease for
quality, transportation fees and regional price differences; and
A post-tax discount rate of 10.8 13.2 percent was applied in determining the recoverable
amount of the units. The discount rate was estimated based on an industry average weighted
average cost of capital, which was based on a possible range of debt leveraging of 30 percent at
a market interest rate of 6.4 percent and corporate tax rate of 30 to 35 percent.

17 Investment properties
2009 2008
AED000 AED000
At 1 January 1,085,126 344,000
Add: increase in fair value 44,060 741,126
------------------------- -------------------------
1,129,186 1,085,126
=========== ============

F-137 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements

17 Investment properties (continued)

Investment properties include:

The New Fish Market plot: This land is in the city of Abu Dhabi, and was granted by the
Government of Abu Dhabi, free of cost. The fair value of this plot of land, amounting to
AED 25,173 thousand (2008: AED 26,674 thousand) is based on the discounted future cash
flows from the use of the plot of land.
Al Sowah Square plot: The Group had valued the Al Sowah Square land in the current and
previous year based on discounted cash flow projections of the property under construction.
Cash flow projections are based on estimated future cash inflows, supported by existing leases,
current market rents for similar properties and estimated future cash outflows primarily based
on construction contracts already awarded. These are then discounted using discount rates that
reflect current market assessments of the uncertainty in the amount and timing of the cash flows.
Cost of development includes direct project costs and an appropriate share of the overall island
infrastructure works as well as any value enhancing developments. The cost of value enhancing
developments (net of revenue, if any) is allocated to the plots that are most likely to derive
future economic benefits from any such developments. The fair value of this land amounts to
AED 1,063,663 thousand (2008: AED 1,058,452 thousand).

Musaffah plot: The Group appointed independent valuers to value the Mussafah land in the
current year, which has determined the fair value based on income capitalisation approach. The
fair value of this land amounts to AED 40,350 thousand (2008: AED nil).

Details of other plot of lands owned by the Group, which are not recognised and accordingly not
included above, are set out in note 36 to these consolidated financial statements.

18 Interest in jointly controlled assets

The Group has joint ownership and control of certain oil and gas assets through exploration,
development and/or production sharing agreements entered into with other parties, for the
exploitation of mineral rights, under concession agreements with the governments of the
respective countries in which such operations are conducted. The Groups share of the assets,
liabilities, income and expenses of such jointly held assets is consolidated on a line by line basis
with items of a similar nature. Details of significant jointly controlled assets are set out below:

Contract area Held by Description Groups

working interest
2009 2008
Concession blocks in Oman % %
Block 53 Mukhaizna, LLC Production stage 15 15
Block 54 Karawan LLC Exploration stage 15 15
Block 62 Oman Gas Company Exploration stage 32 32
Concession blocks in Qatar
Qatar - North Field Dolphin Energy Limited Production stage 51 51
(DEL)
Concession blocks in
Kazakhstan
Block N Caspian sea The Ministry of Energy and Exploration stage 24.5 -
Mineral Resources of The
Republic of Kazakhstan

F-138 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements
18 Interest in jointly controlled assets (continued)
Contract area Held by Description Groups working
interest
2009 2008
% %
Concession blocks in Bahrain
Bahrain Field The National Oil & Gas Development stage 32 -
Authority
Concession blocks in Indonesia
Salawati Island PSC PearlOil (Island) Limited Production of crude oil 37.4 37.4
under Production sharing
contract
Salawati Basin PSC PearlOil (Basin) Limited Production of crude oil 34.1 34.1
under Production sharing
contract
Sebuku PSC PearlOil (Sebuku) Ltd. Exploration stage 1001 1001

Tungkal PSC PearlOil (Tungkal) Limited Production of crude oil 70 70

under Production sharing
contract
West Salawati PSC PearlOil (Salawati) Limited Exploration stage 1001 50

Bulu PSC Pearl Oil (Satria) Limited Exploration stage 42.5 42.5
[Formerly known as PearlOil
(Sebana) Limited]
Karana PSC PearlOil (K) Limited Exploration stage 100 100

Sibaru PSC Pearl Oil (Sandstone) LimitedExploration stage 40 40

Kerapu PSC PearlOil (Tachylyte) Limited Exploration stage 1001 1001

Concession blocks in Thailand

B5/27 Pearl Oil (Thailand) Production of crude oil 1001 70
Limited under Concession
agreement

B11/38 Pearl Oil (Thailand) Production of crude oil 1001 70

Limited under Concession
agreement

G10/48 Pearl Oil (Thailand) Production of crude oil 50 35

Limited under Concession
agreement

G2/48 Pearl Oil Offshore Exploration stage 80 70

Limited

G11/48 Pearl Oil Bangkok Exploration stage 50 35

Limited

F-139 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements
18 Interest in jointly controlled assets (continued)
1
Contract areas wherein the Groups effective working interest is at 100% are included in the
details of joint ventures for presentation purposes in order to disclose a list of significant
contract areas being held by the Group as at the balance sheet date. They are not to be
construed as joint ventures since there are no joint operating contracts with other joint venture
partners on the balance sheet date.

19 Investments in equity accounted investees

(a) Investments in associates

The Group has the following significant interests in associates:

Ownership
interest %
2009 2008 Principal business activity
1
Abu Dhabi Ship Building PJSC (ADSB) 40 40 Ship building
Emirates Ship Investment Company LLC - 33 Cargo transportation and other
(Eships) 1,2 marine related services
The John Buck Company LLC3 24.9 24.9 Property, ownership and integrated
real estate services

1
Registered in the UAE.
2
During 2009, the Group acquired additional 17% shares in Eships and accordingly the entity
is now accounted for as a jointly controlled entity (refer note 19(b)).
3
Registered in the USA.

The movements in investment in associates are set out below:

2009 2008
AED000 AED000

At 1 January 430,654 241,001

Share of results for the year 14,928 (8,636)
Addition during the year 59,720 191,572
Share of movement in hedging and other
reserves recorded during the year (12,839) 14,418
Transferred to investment in jointly controlled entities (178,840) -
Dividend received (7,701) (7,701)
------------------------ ------------------------
At 31 December 305,922 430,654
=========== ============

Summarised financial information on associates is set out in Schedule II on page 85.

F-140 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements
19 Investments in equity accounted investees (continued)
(b) Investments in jointly controlled entities

The Group has the following significant investments in jointly controlled entities, which are
accounted for using the equity method:

Jointly controlled entities Ownership

Domicile interest % Principal business activity
2009 2008

Algerian Utilities International Limited UAE 49 49 Special purpose entity for holding
utilities (power and water) sector
investments
Dolphin Energy Limited (DEL) UAE 51 51 Procurement, distribution and marketing
of hydrocarbons (natural gas)
Dunia Finance LLC UAE 31 31 Financial services
Emirates Aluminium Company Limited UAE 50 50 Develop, construct, operate, finance
PSC (EMAL) and maintain aluminium smelter.
Emirates Ship Investment Company UAE 50 - Cargo transportation and other marine
LLC (Eships) 1 services
Guinea Alumina Corporation Limited British Virgin 8.33 8.33 Extraction of bauxite.
(GACL) 2 Island
EMTS Holding B.V.3 Netherlands 30 30 Telecom
SMN Power Holding Company Oman 47.5 47.5 Special purpose entity for holding
S.A.O.C. power sector investments
Azaliya France 49 49 Water treatment, distribution and waste
water management
Takeoff Luxco 1 S.a.r.l.4 Luxembourg - 40 Special purpose entity for holding SR
Technics Holding

1
During 2009, the Group acquired additional 17% shareholding in Eships (an associate) and
thereby increased its shareholding from 33% to 50%. The Group now has joint control over the
entity (see note 19(a)).
2
Interest in GACL is treated as an investor in a joint venture, since the Group is a participant to
the joint venture and has significant influence over it but does not have joint control.
3
30% of the shares are registered in the name of the Company, of which 50% are beneficially
held on behalf of a related party (see note 30).
4
The Group obtained control of Takeoff Luxco 1 S.a.r.l. during the current year (see note 7(a)).

Although the Company holds more than 50% of the share capital in some of the jointly
controlled entities, as all important financial and/or operating decisions are taken jointly with
other venturers, these are treated as jointly controlled entities.

F-141 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements
19 Investments in equity accounted investees (continued)
(b) Investment in jointly controlled entities (continued)

The movements in investment in jointly controlled entities are set out below:
2009 2008
AED000 AED000

At 1 January 3,706,683 5,622,649

Exchange fluctuation in opening balance 6,071 (189,802)
Acquisitions / investments during the year 1,240,726 2,246,049
Share of results for the year 536,773 279,806
Reversal of impairment losses5 148,067 -
Dividend received during the year (704,538) (510,510)
Share of movement in exchange fluctuation reserve (5,128) 13,902
Share of movement in hedging and other reserves 104,750 (302,378)
Transferred from investment in associates 178,840 -
Transfer upon acquisition of controlling stake5, 6 (609,892) -
Intercompany income eliminated (99,588) (138,563)
Transfer to assets classified as held for sale - (3,314,470)
------------------------- -------------------------
4,502,764 3,706,683
Provision for impairment 7 (491,766) (414,593)
------------------------- ------------------------
At 31 December 4,010,998 3,292,090
=========== ============

2009 2008
AED000 AED000
Disclosed as:
Investment in jointly controlled entities 4,619,276 3,744,829
Due to jointly controlled entities8 (608,278) (452,739)
------------------------ -------------------------
4,010,998 3,292,090
` =========== ============

5,7
During 2008, management based on its best estimate then, created a provision for
impairment on the value of its investment in Take off Luxco 1 S.a.r.l. of AED 288,479 thousand
(further to impairment on interest receivable of AED 296,909 thousand). The impairment
occurred due to significant changes in the aircraft maintenance, repairs and overhaul (MRO)
industry and in particular impairment of intangible assets held by the ultimate investee
company. During the current year, Take off Luxco 1 S.a.r.l. became a subsidiary (see note 7(a)).
Accordingly, the carrying amount of the investment amounting to AED 520,500 thousand and a
related provision for impairment of AED 140,412 thousand, net of a reversal of impairment loss
of AED 148,067 thousand, were transferred to cost of acquisition of the subsidiary.
6
During the year, Abu Dhabi Finance PJSC became a subsidiary (see note 7(c)) and the
carrying amount of the investment amounting to AED 89,392 thousand was transferred to cost
of acquisition of the subsidiary.

F-142 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements
19 Investments in equity accounted investees (continued)
(b) Investment in jointly controlled entities (continued)
7
Provision for impairment includes an impairment loss of AED 465,746 thousand
(2008: AED 126,114) on the Groups investment in Piaggio Aero Industries S.p.A. It also
includes a provision of AED 26,020 thousand (2008: AED Nil) for the Groups investment in
Viceroy Hotels Group.
8
In certain jointly controlled entities the Groups share of losses of those entities have exceeded
its interest in those entities. The shares of losses exceeding the Groups interests in such entities
have been presented within current liabilities in the consolidated statement of financial position.

Summarised financial information on jointly controlled entities is set out in Schedule III on
pages 86 and 87.

20 Other investments
2009 2008
AED000 AED000

Financial assets at fair value through profit or loss

- funds, derivatives and quoted securities 8,603,533 3,977,047
- convertible bonds / loans issued by related parties1 3,345,416 2,674,375
--------------------------- ------------------------
11,948,949 6,651,422
Investments available for sale
- quoted shares 7,049,291 4,377,927
- unquoted shares 3,557,495 3,549,710
--------------------------- ------------------------
10,606,786 7,927,637
Less: allowance for impairment (300) (300)
--------------------------- -------------------------
10,606,486 7,927,337
--------------------------- -------------------------
At 31 December 22,555,435 14,578,759
Less: current portion (82,651) -
--------------------------- ---------------------------
Non-current portion 22,472,784 14,578,759
============ =============

a) Financial assets at fair value through profit or loss

This represents the Groups investments in funds, derivatives, quoted equity securities and
convertible bonds / loans issued by related parties. During the year total additions amounting
to AED 1,922,612 thousand (2008: AED 6,191,419 thousand) have been made and an
amount of AED 3,521,990 thousand (2008: AED 6,415,245 thousand decrease) representing
a change in the fair value has been recorded in profit or loss (see note 13).

The fair value of quoted shares is arrived at based on the closing bid price of the shares in the
capital markets. Fair value of funds is provided by the fund manager.

F-143 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements
20 Other investments (continued)
a) Financial assets at fair value through profit or loss (continued)
1
Convertible bonds / loans issued by related parties primarily comprise mandatorily convertible
bonds acquired in 2008, carrying interest rates range from 0% to 6.11% and maturing in the year
2011. These are convertible only at maturity date at a predetermined conversion rate unless
called by the issuers. Conversion rates are adjusted in case new shares are issued or bonus
shares are declared. Such bonds are not transferable without the prior approval of the issuer.
Upon conversion shares are restricted from being sold in the market for a certain time and/or
exceeding certain quantities.

In 2008, the above hybrid instruments were split into the debt and forward components and
recorded separately. The debt components were recognised as loans and receivables and the
forward components were recognised as derivative liabilities. However, there is no cash
settlement and the instruments are mandatorily convertible into shares. Therefore, management
believes that it is more appropriate to recognise the entire hybrid instruments at fair value
through profit or loss rather than recognising them separately as loans and receivables and
derivative liabilities. Accordingly, the hybrid instruments have been retrospectively designated
as at fair value through profit or loss. Comparative figures have been presented accordingly.

As the basis of measurement of the fair values of the entire hybrid instruments is substantially in
line with that of the forward components, the impact of the above change on profit or loss or net
equity of the Group is insignificant. The reclassification has resulted in an increase in the value
of investments at fair value through profit or loss by AED 2,674,375 and a decrease in loans and
receivables by AED 6,511,512 and derivative liabilities by AED 3,837,137, as compared to the
presentation adopted in the consolidated financial statements as at 31 December 2008.

b) Investments available for sale

i) Quoted shares
During the year the Group invested AED 42,336 thousand (2008: AED 1,626,165 thousand) in
quoted shares classified as available for sale. There was a net increase of
AED 2,629,028 thousand (2008: net decline of AED 9,514,918 thousand) in the fair value of
quoted securities during the year, of which AED 3,268,606 thousand was recorded as a increase
(2008: AED 7,172,023 thousand decrease) in the fair value reserve in equity and impairment
losses of AED 639,578 thousand (2008: AED 2,342,895 thousand) were recorded in profit or
loss.

The fair value of quoted shares is arrived at based on the closing bid price of the shares in the
capital markets. A significant or prolonged decline in the fair value of investments in equity
instruments below their cost is considered an impairment in the carrying amount of the
instrument and is accordingly charged to the profit or loss.

F-144 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements
20 Other investments (continued)
b) Investments available for sale (continued)

ii)Unquoted shares
Unquoted equity instruments are carried at cost less impairment since no reliable measure of fair
value is available. There was a net increase of AED 7,785 thousand (2008: AED nil) in the fair
value of unquoted securities during the year.
In addition to the impairment in the carrying values of quoted equity instruments above, the
value of the Groups investments in unquoted investments which are carried at cost less
impairment was reassessed at the reporting date. The recoverable values of the investments were
reassessed based on the current market conditions. Based on the reassessment, impairment
losses amounting to AED nil (2008: AED 1,987,364) were recognised by the Group.
Included in unquoted shares are shares amounting to AED 562,387 thousand
(2008: AED 553,566 thousand) that were acquired by the Group from a consortium of
investment banks in 2006. These shares were acquired by the consortium from the issuer of the
shares (the Original Vendor). This transaction includes a call option to buy back the shares
from the Group, which can be exercised by the Original Vendor. The call option price is equal
to the acquisition price plus interest. Accordingly, these shares are held in trust with a
Fiduciary. These shares will be transferred to the Group in the event that the call option is not
exercised, or transferred to the Original Vendor in the event that the call option is exercised.
The Original Vendor has the right to exercise the call option during the period from and
including 1 January 2010 to and including 31 July 2010.
The following table demonstrates the sensitivity of the Groups equity and profit or loss to a 5%
decrease in the price of its equity holdings, assuming all other variables in particular foreign
currency rates remain constant.
Effect on
profit or Effect on
loss equity
AED000 AED000
31 December 2009
Effect of change in equity portfolio of the Group (371,120) (352,465)
========== ===========
31 December 2008
Effect of change in equity portfolio of the Group (324,799) (92,949)
========== ===========
The following table demonstrates the sensitivity of the Groups equity and profit or loss to a
5% increase in the price of its equity holdings, assuming all other variables in particular foreign
currency rates remain constant.
Effect on
profit or Effect on
loss equity
AED000 AED000
31 December 2009
Effect of change in equity portfolio of the Group 371,120 352,465
========== ===========
31 December 2008
Effect of change in equity portfolio of the Group 198,852 218,896
========== ===========

F-145 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements
21 Loans
2009 2008
AED000 AED000
Loans to related parties 750,907 308,898
Loan to a third party 530,921 -
------------------------ ----------------------
1,281,828 308,898
Less: current portion (191,045) (211,222)
------------------------ ----------------------
Non-current portion 1,090,783 97,676
=========== ===========

Loans to related parties

The significant loans to related parties include the following:

Loan to a joint venture, in the amount of AED 304,638 thousand (2008: AED nil), which
carries interest at LIBOR plus 6% and is maturing in 2017.

Loan to a joint venture, in the amount of AED 163,200 thousand

(2008: AED 173,000 thousand), which carries interest at EIBOR plus 2%.

For reclassification refer note 20 (a).

22 Other assets
2009 2008
AED000 AED000
Investment in unquoted embedded derivatives1 578,180 909,192
Deferred tax asset (note 35) 71,268 -
Defined benefit plan asset 247,002 -
Others 55,691 58,606
------------------------ ------------------------
952,141 967,798
=========== ==========
1
The Group has invested in the above unquoted embedded derivative instruments (bonds) of
a real estate developer. The bonds carry interest at a fixed rate of 4.72% per annum which may
either be paid in cash or compounded annually. In addition, they are entitled to a contingent
interest equal to the cash distributions made by the ultimate investee company to the extent
those distributions do not constitute fixed interest payment. The bonds will mature on
16 December 2037. An option to convert to equity can be exercised on or after 18 December
2022. The equity component of the combined instrument is sufficiently significant and
precludes the Group from obtaining a reliable estimate of the fair value of the entire instrument.
Therefore, the entire instrument is measured at cost less impairment.

Based on the current market conditions, during the year, the Company reassessed the
recoverable value of its investment in the unquoted embedded derivative instruments which are
to be settled in unquoted equity instruments. The reassessment was based on revised valuation
of the entity provided by the management of that entity. Based on such reassessment,
impairment losses of AED 331,012 thousand (2008: AED 606,127 thousand) were recognised
during the year. The impairment losses primarily result from decline in the values of the
properties under construction and the cancellation of certain real estate developments that were
expected to take place in the near future at the time of acquisition.

F-146 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements

23 Inventories
2009 2008
AED000 AED000
Land held for sale (see note 36(a)(i)) 2,520,818 2,052,267
Maintenance spares 607,025 217,088
Drilling materials 283,573 8,746
Medical supplies 13,250 9,364
---------------------- ------------------------
3,424,666 2,287,465
Less: provision for obsolescence (156,764) (83)
---------------------- ------------------------
3,267,902 2,287,382
=========== ==========

24 Receivables and prepayments

2009 2008
AED000 AED000
Non-current portion
Service concession receivables1 3,602,740 1,147,779
Receivable against sale of land 133,637 -
Other long term receivables and advances 565,725 171,159
_________ _________
4,302,102 1,318,938
=========== ============
Current portion
Trade receivables 1,224,130 310,197
Service concession receivables1 431,158 242,047
Advances to contractors 2,021,135 2,162,943
Amounts due from related parties (see note 33) 3,349,530 2,580,340
Prepaid expenses 624,393 118,063
Receivable against sale of land 466,381 -
Other receivables 772,464 399,755
------------------------ --------------------------
8,889,191 5,813,345
Less: allowance for impairment (213,158) (4,136)
------------------------ --------------------------
8,676,033 5,809,209
=========== =============
1
Service concession receivables primarily represent receivables from related parties, on account
of services relating to the construction of buildings for certain universities and facility
management services (see note 33). Details of the same are set out below:
2009 2008
AED000 AED000
Opening balance 1,389,826 422,946
Costs incurred during the year 2,224,702 845,511
Attributable profits 454,514 92,004
Effective interest on receivables 181,203 29,365
Less: availability charges received (191,848) -
Less: transferred to intangible assets (24,499) -
_____________________ _______________
4,033,898 1,389,826
=============== ===============

F-147 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements
24 Receivables and prepayments (continued)
2009 2008
AED000 AED000

Non-current portion 3,602,740 1,147,779

Current portion 431,158 242,047
______________ _______________
4,033,898 1,389,826
============= =============

Service concession receivables will be recovered over the respective concession periods of the
universities (see note 39).

25 Assets and liability classified as held for sale

2009 2008
AED000 AED000
Assets classified as held for sale
Investment in GMH1 3,593,818 3,314,470
Equity shares in a UAE PJSC 9,631 9,631
------------------------ --------------------------
3,603,449 3,324,101
============ ===============
Liability classified as held for sale
GMH interest bearing loan2 - 2,443,917
============ ===============

1
In 2005, the Group acquired a 25% interest in LeasePlan Corporation N.V. (LeasePlan) by
entering into a joint venture agreement with Volkswagen AG and another third party. The
Groups interest was acquired through Global Mobility Holding B.V. (GMH), a company in
which a wholly owned subsidiary, MDC-LP Holding S. r.l., holds a 25% interest.
The Group had a preferential right to dividends over Volkswagen AG, since it was treated as a
preferential investor in the acquisition in accordance with the joint venture agreement. The
Group had the right to sell to Volkswagen AG, and Volkswagen AG had the obligation to
acquire and pay for, all the shares the Group holds in GMH (the put option). The price of the
put option, if exercised, would be equal to the initial investment made and the higher of the
profits recorded or 6.1% preferred dividend.
During 2008, the Group exercised the put option on its investment in GMH. Accordingly, the
Groups interest in GMH is no longer treated as an investment in a joint venture but has been
classified as an asset held for sale. As per the terms of the agreement, the consideration has been
received in February 2010.
2
This represents a loan obtained to finance the investment in GMH. This loan was repaid in
September 2009.

F-148 F
 Mubadala Development Company PJSC
Notes to the consolidated financial statements
26 Cash and cash equivalents
2009 2008
AED000 AED000
Bank balances:
- deposit accounts 10,598,261 2,981,676
- call and current accounts 1,179,748 40,076
Cash in hand 1,179 463
----------------------------- ----------------------------
11,779,188 3,022,215
Bank overdrafts used for cash management purposes (2,611) (2,871)
----------------------------- -----------------------------
Cash and cash equivalents for the purpose
of the statement of cash flows 11,776,577 3,019,344
============= ==============

Deposit and call accounts are placed with commercial banks and are short-term in nature.
Deposit and call accounts earn interest at prevailing market rates. The Groups exposure to
credit, currency and interest rate risk related to cash and cash equivalents is disclosed in note
37.

27 Payables and accruals

2009 2008
AED000 AED000
Trade payables 1,728,842 1,647,525
Accrued expenses 3,813,550 942,583
Other payables and retentions 782,459 373,699
Income tax payable 313,268 410,892
Amounts due to related parties 557,647 242,095
Non-interest bearing loan from the Shareholder 347,132 -
Provision for staff terminal benefits 306,065 54,150
Deferred grants (note 9) 120,559 -
------------------------ ------------------------
7,969,522 3,670,944
=========== ===========

The Groups exposure to currency, liquidity and interest rate risk related to payables and
accruals is disclosed in note 37.

28 Derivatives
2009 2008
AED000 AED000
Non-current portion
Derivatives used for hedging1 259,162 558,736
Derivatives used as economic hedges2 114,120 183,681
___________ ___________
373,282 742,417
=========== ===========
Current portion
Derivatives used for hedging1 39,332 20,197
Other derivatives 60,915 83,459
___________ ___________
100,247 103,656
=========== ===========

F-149 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements

28 Derivatives (continued)
1
The hedging reserve comprises the effective portion of the cumulative net change in the fair
value of the following cash-flow hedging instruments related to hedged transactions that have
not yet occurred.

Forex forward contract

The Group has an obligation to make payments in Euro in connection with the procurement of
satellites. The Group has entered into a forward exchange contract in order to manage foreign
currency fluctuations arising from these expected cash flows.

Interest rate swap

The Group also has obligation to pay interest at variable rates (LIBOR plus margin) in
connection with a forecasted borrowing transaction. To hedge variability in interest rate the
Group entered into a cash flow hedge by acquiring an interest rate swap.
2
Derivatives used as economic hedges are used to hedge interest rate exposures. However, they
do not qualify for hedge accounting. These instruments are fair valued using external quotes
and changes in fair value are recorded in profit or loss.

29 Interest bearing loans

2009 2008
AED000 AED000

Unsecured bank loans 2,352,697 7,780,753

Unsecured corporate bonds 378,395 -
Secured bank loan 187,371 -
_____________ ___________
Current portion 2,918,463 7,780,753
============ ===========
Secured bank loans 6,344,677 797,566
Unsecured bank loans 11,456,363 1,620,357
Unsecured corporate bonds 6,384,920 -
_____________ ___________
Non-current portion 24,185,960 2,417,923
============ ===========

Terms and conditions of outstanding loans are as follows:

F-150 F
 Mubadala Development Company PJSC
Notes to the consolidated financial statements
29 Interest bearing loans (continued)
Terms and debt repayment schedule

2009 2008
Nominal Interest Year of Carrying Carrying
Particulars Entity name / Project name Currency rate maturity Face value amount Face value amount
AED000 AED000 AED000 AED000
Current
Secured bank loan1 ADAT AED EIBOR + margin 2010 100,101 100,101 - -
Unsecured bank loan Beta Investment Company LLC (Pearl) USD LIBOR + margin 2010 1,784,216 1,784,216 3,104,107 3,104,107
Unsecured corporate bond MDC - GMTN B.V. - Corporate Bond 2010 USD Fixed coupon 2010 378,395 378,395 - -
Unsecured bank loan The Specialist Diabetes Treatment and Research Centre LLC AED EIBOR + margin 2010 10,498 10,498 3,360 3,360
Unsecured bank loan Dolphin Investment Company LLC (refer note 33) USD LIBOR + margin 2010 557,983 557,983 4,673,286 4,673,286
Secured bank loan2 Al Hikma Development Company PJSC (UAE University) USD LIBOR + margin 2010 86,219 86,219 - -
Secured bank loan4 SR Technics Group CHF/EUR/ LIBOR + margin 2010 1,051 1,051 - -
USD

Current total 2,918,463 2,918,463 7,780,753 7,780,753

Non-Current
Secured bank loan1 ADAT AED EIBOR + margin 2014 111,688 111,688 - -
Secured bank loan2 Al Hikma Development Company PJSC (UAE University) USD LIBOR + margin 2022 1,174,613 1,174,613 797,566 797,566
Unsecured bank loan Al Yah Satellite Communications Company PSC USD LIBOR + margin 2022 1,602,267 1,602,267 - -

F-151
Unsecured bank loan Beta Investment Company LLC (Pearl) USD LIBOR + margin 2012 761,826 761,826 - -
Unsecured corporate bond MDC - GMTN B.V. - Corporate Bond 2014 USD Fixed coupon 2014 4,591,875 4,555,623 - -
Unsecured corporate bond MDC - GMTN B.V. - Corporate Bond 2019 USD Fixed coupon 2019 1,836,750 1,829,297 - -
Unsecured bank loan Mubadala - Corporate EUR 1bn Term Loan EUR EURIBOR + margin 2012 5,199,190 5,199,190 - -
Unsecured bank loan Mubadala - Corporate Revolver EUR LIBOR + margin 2010 - - 1,554,192 1,554,192
Unsecured bank loan The Specialist Diabetes Treatment and Research Centre LLC AED EIBOR + margin 2020 57,229 57,229 66,165 66,165
Unsecured bank loan Dolphin Investment Company LLC (refer note 33) USD LIBOR + margin 2019 3,835,851 3,835,851 - -
Secured bank loan2 Manhal Development Company PJSC (Sorbonne University) USD LIBOR + margin 2029 681,185 681,185 - -
Secured bank loan2 Manhal Development Company PJSC (Sorbonne University) AED EIBOR + margin 2029 227,062 227,062 - -
Secured bank loan2 Al Maqsed Development Company (Zayed University) USD LIBOR + margin 2019 440,547 440,547 - -
Secured bank loan2 Al Maqsed Development Company (Zayed University) AED EIBOR + margin 2019 806,642 806,642 - -
Secured bank loan3 Sigma Investment Company (BVI) (PTC) Limited (GE margin loan) USD LIBOR + margin 2012 1,296,348 1,296,348 - -
Secured bank loan4 SR Technics Group CHF/EUR/ LIBOR + margin 2015 1,606,592 1,606,592 - -
USD

Non-current total 24,229,665 24,185,960 2,417,923 2,417,923

Total 27,148,128 27,104,423 10,198,676 10,198,676

64

F
Mubadala Development Company PJSC
Notes to the consolidated financial statements
29 Interest bearing loans (continued)
1
Secured bank loan represents term loans which are secured against lien on bank deposits.
2
The purpose of these loans is to fund university projects (refer note 39). The loans are secured
against the following onshore and offshore securities:

Onshore securities
Commercial mortgages over their equipment to the extent possible and enforceable under the
United Arab Emirates law including all existing and subsequently acquired tangible and
intangible assets.
A UAE law assignment agreement covering:
i) the Project Documents consisting of Operating Agreement, Project Agreement, Tripartite
Agreement, Musataha Agreement, Advance Payment Bond and Performance Bond; and
ii) Direct Insurance policies consisting of combined Construction/Property All Risk Policy
and Terrorism Policy and all insurance proceeds in respect of direct insurances.
Pledge of shares.
Powers of attorneys.
An onshore account pledge of monies and any authorised investments held in the Onshore
Project Accounts (as defined in the Onshore Account Pledge).
A mortgage over the Musataha Agreement.

Offshore Securities
An English law assignment and charge (the Security Agreement) covering:
i) a fixed charge over certain bank accounts (the Offshore Project Accounts as defined in
the Security Agreement); and
ii) an assignment of the reinsurances in respect of Material Insurances which consist of all
insurances other than motor vehicle and employers liability risk insurances.
3
The loan is secured against pledge of GE shares held by the Group.
4
The loans are secured against pledged assets that mainly comprise bank accounts, trade
receivables and fixed assets of SR Technics Holdco 1 GMBH or its subsidiaries (the SRT
Group). Furthermore, shares of the SRT Group are also pledged against this loan.

30 Other liabilities
2009 2008
AED000 AED000
Investment held beneficially on behalf of a related party1 697,611 643,597
Advances from a related party 748,292 427,595
Signature bonus payable 213,886 -
Non-interest bearing loan from the Shareholder 142,409 -
Retentions payable 72,102 -
Decommissioning liabilities 17,146 10,631
Others 235,302 39,619
------------------------ -------------------------
2,126,748 1,121,442
=========== ============
1
This represents 50% of the carrying value of Groups investment in EMTS Holding B.V. which
is beneficially held by the Group on behalf of Gulf Trust Investment LLC.

F-152 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements
31 Share capital
2009 2008
AED000 AED000
Authorised, issued and fully paid up:
5,514,579 equity shares (2008: 5,514,579 shares)
of AED 1,000 each 5,514,579 5,514,579
=========== ===========

32 Statutory reserve
The Articles of Association of the Company require that 10% of the Groups net profit be
transferred to a non-distributable statutory reserve until the amount of the statutory reserve
equals 50% of the Companys paid up share capital.

33 Significant transactions with related parties

Identity of related parties
The Group has a related party relationship with its shareholder, subsidiaries (see note 7), joint
ventures and associates (see note 19), and with its directors, executive officers and parties
which are under common control of the above parties.
Transactions with key management personnel
Key management personnel compensation is as follows:
2009 2008
AED000 AED000
Directors remuneration 41,211 -
========== ==========

Short term benefits 71,491 42,129

Post employment benefits 6,417 3,493
--------------------- ---------------------
77,908 45,622
========== ==========
Other related party transactions

In the ordinary course of business the Group provides services to, and receives services from
related parties on terms agreed by management.
Significant transactions with related parties (other than those disclosed in notes 7, 9, 19, 20, 21,
24, 27, 29 and 30) during the year were as follows:
2009 2008
AED000 AED000

Revenue 4,513,524 1,774,045

=========== ============
Interest income 153,455 18,713
=========== ============
Income from provision of manpower, project
management and consultancy services 105,921 180,040
=========== ============
Purchase of goods and services 600,649 117,231
=========== ============

F-153 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements

33 Significant transactions with related parties (continued)

Other related party transactions (continued)

2009 2008
AED000 AED000

Interest bearing loan drawn down1 4,682,593 222,311

=========== ===========
Interest bearing loan repaid1 4,791,166 -
=========== ===========
Transfer of right to use land - 53,950
=========== ===========
1
This represents refinancing of the loan from Dolphin Energy Limited, a joint venture. The loan is
disclosed as an interest bearing loan. (see note 29)

Amounts due from related parties (see note 24)

Amounts due from related parties primarily comprise amounts recoverable from the
Government of Abu Dhabi for expenses incurred on its behalf and service concession
receivables from related parties.

Additional shareholder contributions

2009 2008
AED000 AED000

As at 1 January 33,353,568 7,790,759

Cash contributions1 8,751,192 22,000,000
Application for share capital2 106,304 -
Convertible bonds in an entity under joint control
of the Shareholder3 - 3,562,809
-------------------------- --------------------------
As at 31 December 42,211,064 33,353,568
============ =============
1
Cash contributions represent interest free loans from the Shareholder. As per the terms of the
agreement for the amounts received in 2007, there are no contractual obligations to repay the
loans. As per the terms of the agreements for the amounts received in 2008 and 2009, any
repayments are at the discretion of the Board of Directors of the Company, who do not intend
to repay any such amounts in the foreseeable future. In addition, the terms of the agreement
specify that, on dissolution of the Company, the rights, benefits and obligations in the residual
net assets and liabilities, attached to the loan, shall rank pari passu with those attached to the
share capital of the Company. Therefore, these loans are more akin to equity instruments
rather than liabilities, and accordingly have been presented within equity.
2
Application for share capital represents the value of net assets of GAMCO (see note 7)
transferred by the shareholder to the Group, against which shares will be issued by the
Company.
3
In 2008, the Company received from the Shareholder, convertible bonds in an entity under
joint control of the Shareholder. The number of convertible bonds received was computed on
the basis of the average closing price of the underlying quoted equity shares of the entity, on
the three days prior to the date of issue of the bonds (refer note 20).

F-154 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements
34 Commitments and contingent liabilities

Commitments and contingencies

Commitments and contingencies at the consolidated balance sheet date are as follows:

2009 2008
AED000 AED000

Commitments and contingencies 46,709,387 21,455,720

============== ===============

In addition to the above, the Groups share in the commitments and contingencies of its joint
ventures is as follows:
2009 2008
AED000 AED000

Commitments and contingencies 4,599,481 12,012,858

============== ===============
Exploration commitments
The obligations of the Group to perform exploration activities are:
2009 2008
AED000 AED000

Due in less than one year 185,229 94,706

Later than one year but not later than five years 588,616 139,736
___________ __________
At 31 December 773,845 234,442
============ ==============

A subsidiary of the Group has production bonus commitments that range from
AED 80.26 million (2008: AED 69.24 million) to AED 426.49 million
(2008: AED 345.68 million) which may be payable depending upon achievement of certain
preset production targets. The management believes that such commitments are not likely to be
payable within one year. Due to uncertainty of the future production levels and future reserve
discoveries, it is not possible to estimate production bonus that may be payable after one year.

One of the Groups subsidiaries may be requested by certain joint ventures, upon mutually
agreeable terms, to enter into a contract or loan agreement for the purpose of processing
products derived from Production Sharing Contract (PSC) petroleum operations. The relevant
joint venture may be required to refine 28.57% of their share of crude oil upon the attainment of
certain crude oil production level, which ranges from 75,000 to 150,000 barrels per day.
Depending on the terms of the respective PSC, the directors believe that achievement of such
levels of production is currently considered unlikely.

Under the terms of the sales and purchase agreement between one of the Groups subsidiary and
the previous owner of Pearl Oil (Thailand) Limited, that subsidiary is required to pay royalties
to the previous owner computed as follows:

(i) 6% of gross revenue from certain production area within concession B5/27; and
(ii) US$2 per barrel of oil produced from certain production area within concession B5/27.
(iii) 4% of gross revenue from production area other than that mentioned in (i) above within
concession B5/27.

F-155 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements
35 Income tax
2009 2008
AED000 AED000
Current tax (269,184) (241,647)
Deferred tax
Deferred tax adjustment on depreciation, depletion
and amortisation 110,176 319,227
Deferred tax effect for impairment (reversals) / losses (236,632) 1,415,851
Other adjustments (164) (19,248)
___________ __________
Income tax (expenses) / income for the year (395,804) 1,474,183
============ =============

The United Arab Emirates does not enforce any domestic income tax decrees and, therefore, the
domestic tax rate is nil. Income tax for overseas subsidiaries is calculated at tax rates prevailing
in the respective jurisdictions, and mainly arise from Pearl Energy Limited and Takeoff Luxco 1
S.a.r.l. in 2009.

The total charge for the year can be reconciled to the accounting profit as follows:

2009 2008
AED000 AED000
Profit / (loss) before tax 5,044,971 (13,241,082)
___________ ___________
Effect of different tax laws of subsidiaries
operating in other jurisdictions (395,804) 1,474,183
___________ ___________
Income tax (expenses) / income for the year (395,804) 1,474,183
============ ============

Deferred income tax assets and liabilities:

2009 2008
AED000 AED000
Deferred tax assets (note 22) 71,268 -
Deferred tax liabilities (1,207,935) (382,026)
____________ __________
Net (1,136,667) (382,026)
============= ===========

F-156 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements
35 Income tax (continued)
The movements for the year in the net deferred tax position are as follows:

2009 2008
AED000 AED000
At 1 January (382,026) -
Fair value adjustments arising from business
combination (see note 7) (607,912) (2,131,438)
Charge to profit or loss 136,576 290,129
Deferred tax (credits) / debits for impairment
losses / reversals (236,632) 1,415,851
Other adjustments (46,673) 43,432
____________ ___________
Net (1,136,667) (382,026)
============= ============

The deferred tax liabilities are primarily in respect of the excess of the carrying amount over the
tax written down value of property, plant and equipment and intangible assets.

Subject to the agreement of the relevant tax authorities, the Groups tax losses or unrecovered
cost pools as at 31 December 2009 amounts to AED 5,619 million
(2008: AED 1,118 million) and are available for offset against future taxable income.

Of the unrecovered cost pools, AED 518 million relates to certain blocks with exploration
success where it is likely that the unrecovered cost pools may be available for offset against
future taxable income. Deferred tax asset of up to AED 253 million may be recognised when
there is certainty of recoverability.

The Group has entered into various exploration and production sharing agreements. These
agreements prescribe that any income tax liability of the Group will be discharged by the
governments of the countries in which the agreements are executed. As there will be no cash
outflow in relation to taxation, the Group does not recognise any income, expense, tax asset or
liability for either current or deferred taxation in relation to these operations.

F-157 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements
36 Government grants
(a) Non-monetary government grants
(i) Land
The Group has received the following parcels of land by way of Government grants.
Land identification Granted Approximate Carrying Carrying Currently
in year area in square amount as at amount as at classified
feet8 31 Dec 2009 31 Dec 2008 as7
AED000 AED000
Future economic benefits certain
Madinat Zayed1 2008 143,111,825 - - PPE
Zayed Sports City 2006 13,341,299 1,946,050 1,946,050 Inventory
Zayed Sports City Arzanah Medical
Complex 2006 179,486 - - PPE
Military City 2009 12,242,393 - - PPE
Jabel Al Dhannah6 2009 10,956,700 - - PPE
Al Sowah Island Abu Dhabi Financial
Centre2 2006 851,004 1,063,663 1,058,452 IP
Al Sowah Island Plots for sale2 2006 3,917,112 573,876 106,217 Inventory
Al Sowah Island2 2006 697,864 53,411 - PPE
New Fish Market 2006 484,448 25,173 26,674 IP
New Headquarter 2004 102,675 - - PPE
Parking lot New Headquarter 2009 70,000 - - PPE
Mussafah 2007 4,041,526 40,350 - IP
Hai Al Dawoody 2009 1,076 - - PPE
Hamran 2009 1,076 - - PPE
Masdar Institute of Science and
Technology5 2008 1,582,103 - - PPE

Future economic benefits uncertain / no future economic benefits3

Masdar City Land5 2008 58,274,683 - - N/A
East Al Reem Island Sorbonne
University4 2006 1,001,934 - - N/A
Al Sowah Island Cleveland Clinic2 2006 1,007,158 - - N/A
Al Sowah Island (remaining portion)2 2006 5,876,701 - - N/A
Khalifa City - Zayed University4 2006 8,207,745 - - N/A
East Al Reem Island (remaining
portion) 2006 2,270,295 - - N/A
Old Fish Market New York Institute of
Technology4 2006 163,877 - - N/A
Others 2004-09 86,809,424 - - N/A

1
The Madinat Zayed land has been identified for the purpose of construction of a sub-
electricity station for the Masdar City Project and, accordingly, has been recorded as property,
plant and equipment at nominal value.
2
On the Al Sowah Island out of the total unsold land area of 12,349,839 square feet, an area of
1,007,158 square feet has been allocated for the Cleveland Clinic Project, which is a
Government of Abu Dhabi project. No future economic benefit from this project is likely to
flow to the Group. Furthermore, approximately 851,004 square feet of land has been allocated
for construction of the Abu Dhabi Financial Centre which has been recognised as investment
property. The Group identified and earmarked certain plots of land for sale at Al Sowah Island.
Accordingly, these plots of land with a land area of 3,917,112 square feet have been classified
as inventory.

F-158 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements
36 Government grants (continued)
(a) Non-monetary government grants (continued)
(i) Land (continued)

The Group has identified and earmarked plots of approximately 697,864 square feet for
production or supply of goods and services which has been classified as property, plant and
equipment. Sowah Island includes approximately six million square feet of land earmarked for
roads and waterfront for common public use.
3
Management is of the view that the determination of a value for these parcels of land is not
possible since reliable estimates of fair value are not available, the future use of these sites is
unknown and there is a possibility that they will not be used for commercial purposes and may,
possibly, revert to the Government. Accordingly, it is uncertain that future economic benefits
will flow to the Group from the ownership of these parcels of land, and therefore, such
properties have not been recognised in the books of the Group. Included in this category are
plots of land where it is established that, based on their current or intended use, no future
economic benefits will flow to the Group.
4
These parcels of land have been allocated for the purpose of construction of universities and
other educational institutions on a build, operate and transfer (BOT) basis. At the end of the
BOT term it is the intention of the parties that the ownership of the land along with the
buildings will be transferred to the respective universities. Accordingly, no future economic
benefits are likely to flow to the Group from its ownership of these plots.
5
The cost of construction of the Masdar City is likely to be significant and is unknown at this
point in time. As the Project is in its early stage, there is neither a lease rental program nor any
firm commitment from any tenant, except for the two buildings under construction, which are
likely to be rented to Masdar Institute of Science and Technology (MIST). As the Project is
being developed to be a carbon neutral, zero waste city, the cost of such construction is likely to
be much higher than that of other developments in the region and the rental income difficult to
reliably estimate.

In addition whilst the Government of Abu Dhabi has publicly announced support for the Project
and management is confident of receiving such support in the form of government grants, the
extent of such support is still to be confirmed.

Therefore, based on management's best estimates, the possibility that future economic benefits
from the development will flow to the Group is uncertain and therefore the land has not been
recognised as an asset in the consolidated financial statements, except for the portion of land
relating to the MIST buildings, which has been recognised as property, plant and equipment at
nominal value in the current year, based on the expectation that the buildings will be used by
MIST, a subsidiary, to carry out its operations.
6
The Jabel Al Dhannah land has been identified for the purpose of construction of a hydrogen
power plant and, accordingly, has been recorded as property, plant and equipment, at nominal
value.
7
In the above table, PPE stands for property, plant and equipment and IP stands for
investment property.
8
Land areas reported above are as per registration documents received from Municipality of
Abu Dhabi.

F-159 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements
36 Government grants (continued)
(a) Non-monetary government grants (continued)

(ii) Helicopter and helicopter spare parts

The Group received helicopters and helicopter spare parts in prior years from the Government as
a grant with a condition to use them to meet the Groups objectives.

(iii) Use of land for construction of buildings

The UAE Armed Forces, General Head Quarters, has granted certain subsidiaries the right to use
certain plots of land, owned by the UAE Armed Forces, free of charge.

(b) Monetary government grants for investments

During 2006, the Group received an amount of USD 100 million equivalent to
AED 367.35 million, from the Government of Abu Dhabi for investment in the Masdar Clean
Tech Fund L.P. (the Fund), registered in the Cayman Islands. As at 31 December 2009 the
Group had an outstanding commitment to invest an additional AED 106.5 million
(2008: AED 127 million) in the Fund.

37 Financial instruments
(a) Credit risk

Exposure to credit risk

The carrying amount of financial assets represents the maximum credit exposure. The maximum
exposure to credit risk at the reporting date was:
Note 2009 2008
AED000 AED000
Financial assets at fair value
through profit or loss 20 4,362,973 3,510,381
Investments available for sale (unquoted) 20 3,557,195 3,549,410
Loans and receivables 21, 24 11,201,294 5,156,039
Investment in unquoted embedded derivatives 22 578,180 909,192
Other assets 22 36,125 45,562
Assets classified as held for sale 25 3,593,818 3,314,470
Cash at bank 26 11,778,009 3,021,752
____________ ____________
35,107,594 19,506,806
============ ============

F-160 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements
37 Financial instruments
(a) Credit risk (continued)

Impairment losses
The ageing of trade receivables at the reporting date was:
2009 2008
AED000 AED000
Current 543,448 226,471
Past due 30 - 120 days 304,071 18,643
Past due 121- 180 days 261,301 57,034
Above 180 days 115,309 8,049
___________ __________
1,224,129 310,197
=========== ==========

Impairment provision
2009 2008
AED000 AED000

Current 50,428 384

Past due 30 120 days 28,469 630
Past due 121- 180 days 39,537 1,285
Above 180 days 82,347 1,837
--------------------------- --------------------------
200,781 4,136
============ ============

The movement in the allowance for impairment in respect to trade receivables and amounts due
from related parties during the year was as follows:
2009 2008
AED000 AED000

Balance at January 1 4,136 1,624

Provision during the year 210,345 4,025
Written off during the year (1,323) (1,513)
--------------------------- --------------------------
Balance at December 31 213,158 4,136
============ ============

The allowance account in respect to trade receivables is used to record impairment losses until
the Group is satisfied that no recovery of the amount owing is possible; at that point the amount
considered irrecoverable is written off against the financial asset directly. The provision during
the year includes AED 68,855 thousand (2008: AED Nil) in respect of subsidiaries acquired
during the year and, on amounts due to related parties amounting to AED 12,377 thousand
(2008: AED Nil).

As at the reporting date, amounts due from related parties was AED 3,337,153 thousand (2008:
AED 2,580,340 thousand). These are mainly receivable from the Government of Abu Dhabi and
are expected to be recovered within 1 year from the reporting date.

The movement in the allowance for impairment in respect of related parties during the year was
AED 12,377 thousand (2008: AED Nil)

F-161 F
 Mubadala Development Company PJSC
Notes to the consolidated financial statements

37 Financial instruments
(b) Liquidity risk
The following are the contractual maturities of financial liabilities, including interest payments and excluding the impact of netting arrangements:

2009 2008
Carrying Contractual 1 year or More than Carrying Contractual 1 year or More than
Note value cash flows less 1-5 years 5 years value cash flows less 1-5 years 5 years
AED000 AED000 AED000 AED000 AED000 AED000 AED000 AED000 AED000 AED000
Non - derivative
financial liabilities
Payables and accruals 27 6,638,119 (6,638,119) (6,638,119) - - 3,428,849 (3,428,849) (3,428,849) - -
Interest bearing loans 29 27,104,423 (33,962,219) (4,335,262) (21,062,590) (8,564,367) 12,642,593 (13,122,002) (10,502,946) (2,144,353) (474,703)
Amounts due to related
parties 27 904,779 (904,779) (904,779) - - 242,095 (242,095) (242,095) - -

F-162
Other liabilities 30 1,378,456 (1,378,456) - (663,699) (714,757) 693,847 (693,847) - (39,619) (654,228)
Bank overdraft 26 2,611 (2,611) (2,611) - - 2,871 (2,871) (2,871) - -
Amounts due to jointly
controlled entities 19(b) 608,278 (608,278) (608,278) - - 452,739 (452,739) (452,739) - -
Derivative financial
liabilities
Derivatives used for
hedging 28 304,812 (431,084) (73,620) (243,990) (113,474) 578,933 (578,933) (20,197) (282,714) (276,022)
Economic hedges 28 99,234 (99,234) - - (99,234) 183,681 (183,681) - (15,558) (168,123)
Other derivatives 28 69,483 (69,483) (69,483) - - 83,459 (83,459) (83,459) - -

37,110,196 (44,094,263) (12,632,153) (21,970,279) (9,491,832) 18,309,067 (18,788,476) (14,733,156) (2,482,244) (1,573,076)

75

F
 Mubadala Development Company PJSC
Notes to the consolidated financial statements

37 Financial instruments (continued)

(b) Liquidity risk (continued)

The following table indicates the periods in which the cash flows associated with derivatives that are cash flow hedges are expected to occur and impact profit or loss:

2009 2008
Carrying Contractual 1 year or More than Carrying Contractual 1 year or More than
value cash flows less 1-5 years 5 years value cash flows less 1-5 years 5 years
AED000 AED000 AED000 AED000 AED000 AED000 AED000 AED000 AED000 AED000
Derivative financial liabilities
Forward exchange contracts
used for hedging cash outflows 9,752 (22,578) (22,578) - - 29,848 (31,425) (10,284) (21,141) -
Interest rate swaps used for
hedging 295,060 (470,445) (55,333) (262,243) (152,869) 549,085 (634,927) (10,299) (282,313) (342,315)

F-163
304,812 (493,023) (77,911) (262,243) (152,869) 578,933 (666,352) (20,583) (303,454) (342,315)

The hedging relationships to which the above derivatives relate are substantially identical in relation to the notional amount and critically matched in relation to other
terms. Accordingly, cash-flows are expected to occur and affect profit or loss simultaneously.

76

F
Mubadala Development Company PJSC
Notes to the consolidated financial statements

37 Financial instruments (continued)

(c) Currency risk

Exposure to currency risk

The Groups exposure to foreign currency risk was as follows, based on notional amounts:
2009 2008
Euro000 Euro000
Financial assets at fair value through profit or loss 67,645 60,855
Trade and other receivables 10,073 -
Available for sale financial assets 109,149 108,943
Loans 15,250 9,750
Assets classified as held for sale 663,530 639,780
Trade and other payables (12,912) -
Interest bearing loans (1,003,611) (773,265)
Cash and cash equivalents 215,575 5,024
--------------------------------- ---------------------------------
Net exposure 64,699 51,087
=============== ===============

The following significant exchange rate applied during the year:

2009 2008
AED AED

Euro 1 (closing rate) 5.2632 5.1806

Euro 1 (average rate) 5.1238 5.4057
============= =============
Sensitivity analysis

A 10% strengthening of the AED against the Euro at 31 December would have increased
(decreased) equity and consolidated profit for the year by the amounts shown below. This
analysis assumes that all other variables, in particular interest rates, remains constant. The
analysis is performed on the same basis for 2008.
Profit
Equity or loss
AED000 AED000
31 December 2009
Euro (406,676) 372,624
============= ==============
31 December 2008
Euro (56,439) 29,973
========== ===========

A 10 % weakening of the AED against Euro at 31 December would have had equal but opposite
effect on the above currencies to the amounts shown above, on the basis that all other variables
remain constant.

F-164 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements

37 Financial instruments (continued)

(d) Interest rate risk

At reporting date the interest rate profile of the Groups interest-bearing financial instruments
was:
2009 2008
AED000 AED000
Fixed rate instruments
Financial assets 11,519,018 2,981,676
Financial liabilities (6,763,315) (41,275)
--------------------------------------------- -----------------------------------------------
4,755,703 2,940,401
============= =============
Variable rate instruments
Financial assets 2,490,569 282,011
Financial liabilities (20,341,108) (12,601,318)
---------------------------------------------- --------------------------------------------------
(17,850,539) (12,319,307)
============= ==============

Fair value sensitivity analysis for fixed rate instruments

The Group does not account for any fixed rate financial assets and liabilities at fair value
through profit or loss, and the Group does not designate derivatives (interest rate swaps) as
hedging instruments under a fair value hedge accounting model. Therefore a change in interest
rates would not affect profit or loss.

Cash flow sensitivity analysis for variable rate instruments

A change of 100 basis points in interest rates at the reporting date would have increased
(decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all
other variables, in particular foreign currency rates, remain constant. The analysis was
performed on same basis for 2008.

31 December 2009
In thousands of AED
Profit/ (loss) Equity
100bp 100bp 100bp 100bp
increase decrease increase decrease

Variable rate instruments (178,505) 178,505 - -

------------------------------ ---------------------------- ----------------------------- -------------------------------
Cash flow sensitivity net (178,505) 178,505 - -
============== ============= ============= ==============

31 December 2008
Profit/ (loss) Equity
100bp 100bp 100bp 100bp
Increase decrease Increase decrease

Variable rate instruments (123,193) 123,193 - -

------------------------------ ---------------------------- -------------------------- -------------------------------
Cash flow sensitivity net (123,193) 123,193 - -
============== ============= ============ ==============

F-165 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements
37 Financial instruments (continued)
(e) Fair value
Fair value versus carrying amounts
The fair values of the financial assets and liabilities, together with their carrying amounts shown
in the statement of financial position, are as follows:
31 December 2009 31 December 2008
Note Carrying Fair Carrying Fair
amount value amount value
AED000 AED000 AED000 AED000

Assets carried at fair value

Financial assets at fair value through
profit or loss 20 11,948,949 11,948,949 6,651,422 6,651,422
Available for sale financial assets
- Quoted securities 20 7,049,291 7,049,291 4,377,927 4,377,927
- Unquoted securities1 20 3,557,195 - 3,549,410 -
Unquoted embedded derivatives1 22 578,180 - 909,192 -
----------------------------------------- --------------------------------------------- -------------------------------------------- -------------------------------------------
23,133,615 18,998,240 15,487,951 11,029,349
========== =========== ========== =========

Assets carried at amortised cost

Loans and other receivables 21,24 11,201,293 11,201,293 5,156,039 5,156,039
Other assets 22 36,125 36,125 45,562 45,562
Assets held for sale 25 3,593,818 3,593,818 3,314,470 3,314,470
Cash and cash equivalents 26 11,776,577 11,776,577 3,019,344 3,019,344
----------------------------------------- --------------------------------------------- -------------------------------------------- -------------------------------------------
26,607,813 26,607,813 11,535,415 11,535,415
========== =========== ========== =========

Liabilities carried at fair value

Derivatives
- Cash flow hedges 28 (298,494) (298,494) (578,933) (578,933)
- Interest rate swaps used as economic hedges 28 (114,120) (114,120) (183,681) (183,681)
- Other derivatives 28 (60,915) (60,915) (83,459) (83,459)
----------------------------------------- --------------------------------------------- -------------------------------------------- -------------------------------------------
(473,529) (473,529) (846,073) (846,073)
========== =========== ========== =========

Liabilities carried at amortised cost

Payables and accruals 27 (7,542,898) (7,542,898) (3,616,794) (3,616,794)
Amounts due to jointly controlled entities 19(b) (608,278) (608,278) (452,739) (452,739)
Other long term liabilities 30 (1,350,612) (1,350,612) (693,847) (693,847)
Interest bearing loans 29 (27,104,423) (27,148,128) (10,198,676) (10,198,676)
----------------------------------------- --------------------------------------------- -------------------------------------------- -------------------------------------------
(36,606,211) (36,649,916) (14,962,056) (14,962,056)
========== =========== ========== =========

F-166 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements
37 Financial instruments (continued)
(e) Fair value (continued)
1
Unquoted equity instruments and unquoted embedded derivatives are carried at cost less
impairment, since no reliable measure of fair value is available.

Fair value hierarchy

The table below analyses financial instruments carried at fair value, by valuation method. The
different levels have been defined as follows:

Level 1: quoted prices in active markets for assets and liabilities

Level 2: inputs other than quoted prices included within Level 1 are observable for the asset or
liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)
Level 3: inputs for the asset or liability that are not based on observable market data
(unobservable inputs)

31 December 2009
Level 1 Level 2 Level 3 Total
AED000 AED000 AED000 AED000
Financial assets at fair value through
profit or loss 7,773,829 3,435,897 739,223 11,948,949
Available for sale financial assets
Quoted securities 7,049,291 - - 7,049,291
Derivatives
Cash flow hedges - (298,494) - (298,494)
Interest rate swaps used as economic
hedges - (114,120) - (114,120)
Other derivatives (54,597) (6,318) - (60,915)
------------------------------------- ------------------------------------ ----------------------------------- ------------------------------------
14,768,523 3,016,965 739,223 18,524,711
=========== =========== ========== ==========

31 December 2008
Level 1 Level 2 Level 3 Total
AED000 AED000 AED000 AED000
Financial assets at fair value through
profit or loss 3,384,475 2,674,375 592,572 6,651,422
Available for sale financial assets
Quoted securities 4,377,927 - - 4,377,927
Derivatives
Cash flow hedges - (578,933) - (578,933)
Interest rate swaps used as economic
hedges - (183,681) - (183,681)
Other derivatives (61,032) (22,427) - (83,459)
------------------------------------- ------------------------------------ ----------------------------------- ------------------------------------
7,701,370 1,889,334 592,572 10,183,276
=========== =========== ========== ==========

F-167 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements

38 Accounting estimates and judgements

In the process of applying the Groups accounting policies, which are described in note 3,
management has made the following judgements that have the most significant effect on the
amounts of assets and liabilities recognised in the consolidated financial statements. Estimates
and judgements are continually evaluated and are based on historical experience and other
factors, including expectations of future events that are believed to be reasonable under the
circumstances.

(a) Impairment losses and determination of fair values

The Group reviews its investments in equity accounted investees, other investments and
receivables to assess impairment losses at each reporting date (see note 3(r)). The Groups
credit risk is primarily attributable to its held to maturity investments, unquoted available for
sale investments, trade and other receivables and other items disclosed in note 37(a). In
determining whether impairment losses should be recorded in profit or loss, the Group makes
judgements as to whether there is any observable data including revised business plans of
investee companies, indicating that there is a measurable decrease in the estimated future cash
flows on a case by case basis. Accordingly, an allowance for impairment is made where there is
an identified loss event or a condition which, based on previous experience, is evidence of a
reduction in the recoverability of the cash flows.

(b) Determination of fair values

Refer to notes 4, 17 and 37 for determination of fair values of investment properties and
financial instruments.

(c) Estimated useful lives of property, plant and equipment

Management assigns useful lives and residual values to the items of property, plant and
equipment based on the intended use of the assets and the expected economic lives of those
assets. Subsequent changes in circumstances such as technological advances or prospective
utilisation of the assets concerned could result in the actual useful lives or residual values
differing from the initial estimates. Management has reviewed the residual values and useful
lives of the major items of property, plant and equipment and has determined that no adjustment
is necessary. Refer to note 3(k) for details of the estimated useful lives of property, plant and
equipment.

(d) Quantities of proved crude oil and natural gas reserves

Depreciation on certain of the Groups property, plant and equipment is estimated on the basis
of crude oil and natural gas reserves. There are numerous uncertainties inherent in estimating
quantities of proved and probable crude oil reserves. Crude oil reserve engineering is a
subjective process of estimating underground volumes of crude oil that cannot be precisely
measured, and estimates of other engineers might differ materially from the estimates utilised 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 crude oil and
natural gas that are ultimately recovered. The Groups share of the crude oil and natural gas that
may be ultimately recovered from the joint ventures is subject to the production sharing
agreements.

(e) Possibility of future economic benefits from land received as government grants
Refer to notes 3(g) and 36 for a description of judgements and estimates to ascertain the
possibility of future economic benefits from land received as government grants.

F-168 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements

38 Accounting estimates and judgements (continued)

(f) Decommissioning liabilities
Management periodically assesses the numerous uncertainties inherent in estimating the
decommissioning and other environmental liabilities, including judgements relating to cost
estimation and the timing of these costs (see note 30).

(g) Determining whether a contract is a service concession

Determining whether an arrangement is a service concession, to which International Financial
Reporting Interpretations Committee (IFRIC) 12 Service Concession Arrangements
applies, requires significant judgements by management. As per the terms of the concession
agreements, grantors control and regulate the activities of the Universities and the services to be
performed by the Group. The grantors control the residual interest in the Universities at the end
of concession period.

Furthermore, as per the terms of the arrangement, in addition to a fixed availability charge for
construction of the Universities and rendering of facility management services the Group will
also receive small rental income from the letting out of commercial spaces in the Universities.
Therefore the Groups consideration is divided into two components - financial assets
component based on the guaranteed amount and intangible assets for the remainder.

(h) Revenue recognition for construction contract

Revenue from construction contracts is recognised in the profit or loss when the outcome of a
contract can be reliably estimated. The measurement of contract revenue is affected by a variety
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.

(i) Estimation of costs

As per the service concession arrangement the Group will render repairs and maintenance
services to the universities during the concession period. Management has estimated the timing
and cost of such cash outflows for such maintenance, which may both change in the future. This
may change the project profitability in the future years and the effective interest rate on
receivables.

F-169 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements

39 Service concession arrangements

The Group has entered into service concession arrangements with grantors to construct certain
universities as set out below:

University Concession Commencing Grantor

period in
UAE University 25 years August 2009 UAE University
Sorbonne University 25 years September 2009 Abu Dhabi Education Council
Zayed University 25 years July 2011 Abu Dhabi Education Council

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

The grantors mentioned in the table set out above will provide the Group fixed monthly
availability charges as reflected in the agreed finance models and monthly service charges based
on actual facility management services rendered till the end of concession period. Additionally,
in the UAE University concession, the Group has received 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 their operation
or maintenance requirements.

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 fulfill their requirements under the agreements.

40 Comparative figures
Certain comparative figures have been reclassified, where necessary, to conform to the
presentation adopted in these consolidated financial statements. In particular, notes 20, 21 and
28 set out details of certain significant reclassifications with consequent impact on certain
disclosures in note 37. Also refer to note 2(e) for details of changes in accounting policies as
adopted during the year.

F-170 F
Mubadala Development Company PJSC
Notes to the consolidated financial statements
Schedule I
Property, plant and equipment
Oil and Plant, Aircraft & Capital
Land & gas & office aircraft work in
Buildings2, 3 assets equipment materials1 Computers Others progress Total
AED000 AED000 AED000 AED000 AED000 AED000 AED000
Cost
At 1 January 2008 38,429 4,178,268 87,298 14,816 49,594 15,906 3,103,651 7,487,962
Additions 16,735 847,464 81,673 5,131 19,639 3,615 4,988,830 5,963,087
Acquisitions through business
combinations - 919,168 10,451 - - - 2,278 931,897
Transfers 11,356 3,306,257 - 3,017 - - (3,320,630) -
Disposals - - (1,904) - (3,779) (792) (85) (6,560)
---------------------- ----------------------- ---------------------- ---------------------- ---------------------- ---------------------- --------------------------- ---------------------------
At 31 December 2008 66,520 9,251,157 177,518 22,964 65,454 18,729 4,774,044 14,376,386
========= ========= ========= ========= ========= ========= =========== ===========
At 1 January 2009 66,520 9,251,157 177,518 22,964 65,454 18,729 4,774,044 14,376,386
Additions 96,171 647,417 357,970 382,444 19,478 2,919 6,793,714 8,300,113
Acquisitions through business
combinations 164,698 - 224,871 1,492,722 17,270 - 263,542 2,163,103
Transfers 184,788 3,433 514,592 12,554 - - (722,299) (6,932)
Disposals (5,448) (47,816) (26,348) (182,213) (6,119) (1,408) - (269,352)
Effect of movement in
exchange rates (1,310) - 12,273 144,864 1,111 - (9,367) 147,571
---------------------- ------------------------ -------------------------- -------------------------- ---------------------- ---------------------- ----------------------------- ---------------------------
At 31 December 2009 505,419 9,854,191 1,260,876 1,873,335 97,194 20,240 11,099,634 24,710,889
========= ========== =========== =========== ========= ========= ============ ===========
Accumulated depreciation and
impairment losses
At 1 January 2008 (2,434) ( 155,479) (28,361) (4,177) (29,044) (4,070) - (223,565)
Charge for the year (2,623) (1,410,772) (29,086) (2,239) (16,633) (3,920) - (1,465,273)
Disposals - - 148 - 322 16 - 486
Provision for impairment - (15,694) - - - - - (15,694)
---------------------- ----------------------- ---------------------- ---------------------- ---------------------- ---------------------- ------------------------- -------------------------
At 31 December 2008 (5,057) (1,581,945) (57,299) (6,416) (45,355) (7,974) - (1,704,046)
========= ========= ========= ========= ========= ========= ========== ==========
At 1 January 2009 (5,057) (1,581,945) (57,299) (6,416) (45,355) (7,974) - (1,704,046)
Charge for the year (18,370) (1,033,857) (103,518) (128,781) (20,635) (2,378) - (1,307,539)
Disposals 202 5,402 20,831 21,978 5,898 1,334 - 55,645
Provision for impairment - (11,777) - - - - - (11,777)
Reversal of impairment provision - 15,694 - - - - - 15,694
Effect of movement in
exchange rates (15) 605 (2,291) (15,457) (508) - - (17,666)
---------------------- -------------------------- ---------------------- ---------------------- ---------------------- ---------------------- ------------------------- -------------------------
At 31 December 2009 (23,240) (2,605,878) (142,277) (128,676) (60,600) (9,018) - (2,969,689)
========= =========== ========= ========= ========= ========= ========== ==========
Carrying amounts
At 1 January 2008 35,995 4,022,789 58,937 10,639 20,550 11,836 3,103,651 7,264,397
========= ========= ========= ========= ========= ========= =========== ============
At 31 December 2008 61,463 7,669,212 120,219 16,548 20,099 10,755 4,774,044 12,672,340
========= =========== ========= ========== ========= ========= =========== ============
At 31 December 2009 482,179 7,248,313 1,118,599 1,744,659 36,594 11,222 11,099,634 21,741,200
========= =========== ========= ========== ========= ========= =========== ============
1
It includes certain helicopters and helicopter spare parts that were received by a subsidiary in prior years, as a
government grant, are recorded above at nominal value (see note 36(a)(ii)).
2
The UAE Armed Forces, General Head Quarters, has granted certain subsidiaries the right to use the land free of
charge. Such land does not form part of these consolidated financial statements (see note 36(a)(iii)).
3
Includes land recorded at nominal value, carrying amount of which is insignificant.

F-171 F
 Mubadala Development Company PJSC
Notes to the consolidated financial statements Schedule II
Summarised financial information on associates (excluding those that are dormant) not adjusted for the
percentage ownership held by the Group:

Ownership Total Total Profit /

interest assets liabilities Income (loss)
AED'000 AED'000 AED'000 AED'000
2009
Abu Dhabi Ship Building PJSC (ADSB)1 40% 2,228,057 1,883,201 1,169,868 114,387
The John Buck Company LLC 24.9% 75,134 16,299 82,591 14,639
2,303,191 1,899,500 1,252,459 129,026
2008
Abu Dhabi Ship Building PJSC (ADSB) 40% 1,715,140 1,433,822 842,214 103,176
The John Buck Company LLC 24.9% 73,364 24,783 106,094 20,790
1,788,504 1,458,605 948,308 123,966

1
The fair value of the Groups investment in ADSB, a quoted investment, amounted to AED 326 million as
at 31 December 2009 (AED 267 million as at 31 December 2008).

F-172 F
 Mubadala Development Company PJSC Schedule III
Notes to the consolidated financial statements

Summary financial information for significant jointly controlled entities, not adjusted for the percentage ownership of the Group:

Non
Ownership Non current Current current Current Total
interest assets assets Total assets liabilities liabilities liabilities Income Expenses Profit / (loss)

AED'000 AED'000 AED000 AED'000 AED'000 AED000 AED'000 AED'000 AED'000

2009
Dolphin Energy Limited 51% 13,658,477 3,698,157 17,356,634 11,167,932 3,558,666 14,726,598 5,795,229 3,787,412 2,007,817
SMN Power Holding Company
47.50% 2,773,000 596,110 3,369,110 2,409,114 958,930 3,368,044 671,570 501,976 169,594
S.A.O.C.
Algerian Utilities International
49% 3,149,442 1,001,007 4,150,449 - 2,857,895 2,857,895 461,597 279,539 182,058
Limited
Emirates Aluminium Company
50% 15,937,061 2,588,789 18,525,850 17,428,877 2,009,507 19,438,384 2,722 563,926 (561,204)
Limited PSC
Azaliya 49% 3,588,360 1,745,035 5,333,395 2,664,837 2,054,053 4,718,890 2,432,719 2,441,146 (8,427)
EMTS Holding B.V. 30% 2,780,137 827,273 3,607,410 1,176,646 2,626,691 3,803,337 554,566 1,195,246 (640,680)
Guinea Alumina Corporation

F-173
8.33% 2,073,573 12,890 2,086,463 1,113 1,676,438 1,677,551 1,635 180,971 (179,336)
Limited

Dunia Finance LLC 31% 50,011 399,107 449,118 - 97,207 97,207 47,643 163,343 (115,700)

86

F
 Mubadala Development Company PJSC Schedule III (continued)
Notes to the consolidated financial statements

Summary financial information for significant jointly controlled entities, not adjusted for the percentage ownership of the Group:

Non
Ownership Non current Current current Current Total
interest assets assets Total assets liabilities liabilities liabilities Income Expenses Profit / (loss)

AED'000 AED'000 AED000 AED'000 AED'000 AED000 AED'000 AED'000 AED'000

2008
Dolphin Energy Limited 51% 5,107,623 10,734,103 15,841,726 60,198 13,939,077 13,999,275 5,323,982 3,492,180 1,831,802
SMN Power Holding Company
47.5% 2,436,280 158,251 2,594,531 2,792,676 166,748 2,959,424 297,256 297,546 (290)
S.A.O.C.
Algerian Utilities International
49% 2,728,774 144,567 2,873,341 2,132,702 47,934 2,180,636 - 140,053 (140,053)
Limited
Emirates Aluminium Company
50% 7,045,013 383,679 7,428,692 6,496,383 1,331,662 7,828,045 - 187,084 (187,084)
Limited PSC
EMTS Holding BV 30% 1,507,601 467,772 1,975,373 1,114,070 464,430 1,578,500 38,901 491,928 (453,027)
Guinea Alumina Corporation
8.33% 1,937,368 67,481 2,004,849 1,444 1,515,601 1,517,045 2,592 7,591 (4,999)
Limited
Dunia Finance LLC 31% 56,747 288,994 345,741 - 171,280 171,280 6,212 120,473 (114,261)

F-174
87

F
 AUDITORS' AUDIT REPORT IN RESPECT OF THE CONSOLIDATED
FINANCIAL STATEMENTS OF ATIC AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2010

F-175 F
F-176 F
 CONSOLIDATED FINANCIAL STATEMENTS OF ATIC
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2010

Advanced Technology Investment Company LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2010

(Restated)
For the period
ended
31 December
2010 2009
Notes AED 000 AED 000

Revenue from sales of goods and services 12,963,528 -

Cost of sales of goods and services (9,768,006) -

Gross profit 3,195,522 -

Research and development expenses 3 (3,056,159) -

Selling, general and administrative expenses 4 (1,233,401) (84,884)
Contract termination costs 5 (411,719) -
Share of results of joint ventures and associate 10 100,454 (341,411)
Other operating expenses (78,168) -

Loss from operations (1,483,471) (426,295)

Finance income 6 51,523 598,507

Finance costs 7 (317,657) -
Net foreign exchange gains 3,762 992

(Loss) profit before income tax (1,745,843) 173,204

Provision for taxation 11 (164,459) -

(LOSS) PROFIT FOR THE YEAR / PERIOD (1,910,302) 173,204

Other comprehensive (loss) income

Effective portion of changes in fair value of cash flow hedges 13,616 -
Share in exchange fluctuation reserve of joint ventures and associates (3,903) -
Other comprehensive loss (2,017) -
7,696 -
TOTAL COMPREHENSIVE (LOSS) INCOME
FOR THE YEAR / PERIOD (1,902,606) 173,204

(Loss) profit for the year / period attributable to:

Equity holder of the Company (704,173) 173,204
Non-controlling interest (1,206,129) -

(1,910,302) 173,204
Total comprehensive (loss) income for the year / period attributable to:
Equity holder of the Company (702,776) 173,204
Non-controlling interest (1,199,830) -

(1,902,606) 173,204

The attached notes 1 to 30 form part of these consolidated financial statements.

F-177 F
Advanced Technology Investment Company LLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 31 December 2010

(Restated)
2010 2009
Notes AED 000 AED 000
ASSETS
Non-current assets
Property, plant and equipment 8 25,442,041 20,342,038
Intangible assets 9 1,872,218 2,091,407
Investments in joint ventures and associates 10 379,305 226,916
Deferred tax assets 11 383,752 23,359
Other assets 12 135,497 80,238
28,212,813 22,763,958
Current assets
Intangible assets 9 - 14,327
Inventories 13 1,266,678 1,055,911
Trade and other receivables 14 2,106,157 1,752,457
Other assets 12 1,181,279 807,217
Bank balances and cash 15 6,092,096 9,227,384
10,646,210 12,857,296

TOTAL ASSETS 38,859,023 35,621,254

EQUITY AND LIABILITIES

Equity attribuable to equity holder of the Company
Share capital 16 1,000 1,000
Additional shareholders contribution 17 21,321,981 18,521,981
Retained earnings (accumulated losses) (530,969) 173,204
Other reserves 1,397 -
20,793,409 18,696,185
Non-controlling interest 184,346 1,216,794

Total equity 20,977,755 19,912,979

Non-current liabilities
Interest bearing loans and borrowings 18 6,369,074 4,362,275
Obligation under finance lease 19 1,265,486 1,459,364
Asset retirement obligation 20 56,410 83,521
Government grants 21 2,343,939 1,151,559
Other liabilities 22 285,089 332,803
Deferred tax liabilities 11 541,757 108,505
10,861,755 7,498,027
Current liabilities
Interest bearing loans and borrowings 18 1,639,560 3,777,085
Obligation under finance lease 19 118,636 148,431
Convertible redeemable preference shares 23 - 592,660
Trade and other payables 24 3,142,789 1,745,145
Government grants 21 426,225 454,494
Other liabilities 22 1,692,303 1,492,433
7,019,513 8,210,248
Total liabilities 17,881,268 15,708,275
TOTAL EQUITY AND LIABILITIES 38,859,023 35,621,254

CHAIRMAN CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER

The attached notes 1 to 30 form part of these consolidated financial statements.

F-178 F
Advanced Technology Investment Company LLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Year ended 31 December 2010

Equity attributable to the Company

Retained
Additional earnings/ Non-
Share shareholders (accumulated Other controlling Total
capital contribution losses) reserves Total interest equity
AED000 AED000 AED000 AED000 AED000 AED 000 AED 000

Balance at 1 January 2010 1,000 18,521,981 173,204 - 18,696,185 1,216,794 19,912,979

Additional shareholder contribution - 2,800,000 - - 2,800,000 - 2,800,000
Loss for the year - - (704,173) - (704,173) (1,206,129) (1,910,302)
Other comprehensive income for the year - - - 1,397 1,397 6,299 7,696
Contribution by non-controlling interest - - - - - 100,881 100,881
Movement in non-controlling interest - - - - - 66,501 66,501

Balance at 31 December 2010 1,000 21,321,981 (530,969) 1,397 20,793,409 184,346 20,977,755

Capital introduced 1,000 - - - 1,000 - 1,000

Additional shareholder contribution - 18,521,981 - - 18,521,981 - 18,521,981
Profit for the period - as restated (note 30) - - 173,204 - 173,204 - 173,204
Acquisition of a subsidiary - - - - - 1,216,794 1,216,794

Balance at 31 December 2009 1,000 18,521,981 173,204 - 18,696,185 1,216,794 19,912,979

The attached notes 1 to 30 form part of these consolidated financial statements.

F-179 F
Advanced Technology Investment Company LLC
CONSOLIDATED STATEMENT OF CASH FLOWS
Year ended 31 December 2010

(Restated)
Period ended
31 December
2010 2009
Notes AED 000 AED 000

OPERATING ACTIVITIES
(Loss) profit for the year / period (1,910,302) 173,204

Non cash adjustments:

Depreciation 8 4,420,035 -
Amortization of intangible assets 9 474,803 -
Amortization of government grants (473,939) -
Share of results of joint ventures and an associate 10 (100,454) 341,411
Finance income (51,523) (598,507)
Finance costs 7 317,657 -
Net foreign exchange gains (3,762) (992)

2,672,515 (84,884)
Working capital changes:
Inventories (210,767) -
Trade receivables and other assets (762,806) (271,482)
Trade and other payables 266,206 269,052
Other liabilities 179,536 -
Finance costs paid (317,657) -
Income tax refund 18,368 -

Net cash flows from operating activities 1,845,395 (87,314)

INVESTING ACTIVITIES
Finance income received 51,523 35,109
Investment in a joint venture and associate (73,470) (9,487,419)
Purchase of property, plant and equipment (8,295,388) (521)
Purchase of intangible assets (241,287) -
Proceeds from sale of property, plant and equipment 5,973 -
Dividend received from joint ventures and an associate 10 122,416 -
Net cash flows used in investing activities (8,430,233) (9,452,831)
FINANCING ACTIVITIES
Share capital introduced - 1,000
Additional shareholders contribution 2,800,000 18,521,981
Movement in non-controlling interest 66,501 -
Proceeds from government grants 1,638,050 -
Proceeds from borrowings, net of issuance costs 3,502,776 -
Redemption of convertible redeemable preferred shares (592,660) -
Repayment of interest bearing loans and obligation under finance lease (3,956,360) -
Net cash flows from financing activities 3,458,307 18,522,981
(DECREASE) INCREASE IN BANK BALANCES AND CASH (3,126,531) 8,982,836
Net foreign exchange gains 3,762 992
Bank balances and cash at 1 January 8,983,828 -
BANK BALANCES AND CASH AT 31 DECEMBER 15 5,861,059 8,983,828

The attached notes 1 to 30 form part of these consolidated financial statements.

F-180 F
Advanced Technology Investment Company LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

1 CORPORATE INFORMATION

Advanced Technology Investment Company LLC (ATIC or the Company) was established on 28 September
2008 and is incorporated in Abu Dhabi as a limited liability company. The Company is wholly owned by the
Government of Abu Dhabi through Executive Affairs Authority of the Emirate of Abu Dhabi. Subsequent to year
end effective from 1 January 2011, the ownership of the Company has been transferred from Executive Affairs
Authority to Mubadala Development Company PJSC by the Government of Abu Dhabi.

The principal activity of ATIC is to own and invest in companies engaged in the advanced technological sector, in
addition to other investments, as considered appropriate to meet its objectives.

The consolidated financial statements combine the activities of the Company and its subsidiaries. Although the
accumulated losses exceed its share capital as of 31 December 2010, the shareholder has resolved not to dissolve the
Company in accordance with UAE Commercial Companies Law.

The Company prepared its first financial statements for the period from the date of inception to 31 December 2009 and
accordingly the comparative figures in statements of comprehensive income, changes in equity and cash flows represent
the period from inception to 31 December 2009.

The Companys registered head office is P O Box 114540, Abu Dhabi, United Arab Emirates.

The consolidated financial statements of the Group were authorised for issuance by the Board of Directors on
31 March 2011.

2 BASIS OF PREPARATION AND ACCOUNTING POLICIES

2.1 BASIS OF PREPARATION

The consolidated financial statements are prepared on a historical cost basis, except for the available-for-sale
investments and derivative financial instruments, which have been measured at fair value.

The consolidated financial statements have been presented in UAE Dirhams (AED), which is the functional currency
of the Company and the presentation currency of the Group. All values are rounded to the nearest thousand
(AED 000) except where otherwise indicated.

Statement of compliance
The consolidated financial statements of ATIC have been prepared in accordance with International Financial
Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and the
applicable requirements of the UAE Commercial Companies Law 1984 (as amended).

Basis of consolidation
The consolidated financial statements comprise the financial statements of the Group and its subsidiaries as at
31 December 2010.

Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control,
and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries
are prepared for the same reporting period as the parent company, using consistent accounting policies. All intra-
group balances, transactions, unrealised gains and losses resulting from intra-group transactions and dividends are
eliminated in full.

F-181 F
Advanced Technology Investment Company LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

2.2 CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES

During the year, the Group has adopted the following new and amended IFRS interpretations as of or after 1 January
2010. These changes do not have any significant impact on the consolidated financial statements.

IFRS 3 Business Combinations (Revised) and IAS 27 Consolidated and Separate Financial Statements
(Amended) effective 1 July 2009
IAS 39 Financial Instruments: Recognition and Measurement Eligible Hedged Items effective 1 July
2009
IFRIC 17 Distributions of Non-cash Assets to Owners effective 1 July 2009
Improvements to IFRSs (May 2008 and April 2009)

The principal effects of these changes are as follows:

IFRS 3 Business Combinations (Revised) and IAS 27 Consolidated and Separate Financial Statements (Amended)
IFRS 3 (Revised) introduces significant changes in the accounting for business combinations occurring after
becoming effective. Changes affect the valuation of non-controlling interest, the accounting for transaction costs, the
initial recognition and subsequent measurement of a contingent consideration and business combinations achieved in
stages. These changes will impact the amount of goodwill recognised, the reported results in the period that an
acquisition occurs and future reported results.

IAS 27 (Amended) requires that a change in the ownership interest of a subsidiary (without loss of control) is
accounted for as a transaction with owners in their capacity as owners. Therefore, such transactions will no longer
give rise to goodwill, nor will it give rise to a gain or loss. Furthermore, the amended standard changes the
accounting for losses incurred by the subsidiary as well as the loss of control of a subsidiary. The changes by IFRS 3
(Revised) and IAS 27 (Amended) affect acquisitions or loss of control of subsidiaries and transactions with non-
controlling interests after 1 January 2010.

IAS 39 Financial Instruments: Recognition and Measurement Eligible Hedged Items

The amendment clarifies that an entity is permitted to designate a portion of the fair value changes or cash flow
variability of a financial instrument as a hedged item. This also covers the designation of inflation as a hedged risk or
portion in particular situations.

IFRIC 17 Distribution of Non-cash Assets to Owners

This interpretation provides guidance on accounting for arrangements whereby an entity distributes non-cash assets
to shareholders either as a distribution of reserves or as dividends.

Improvements to IFRSs
In May 2008 and April 2009, the IASB issued omnibus of amendments to its standards, primarily with a view to
removing inconsistencies and clarifying wording. There are separate transitional provisions for each standard.

In addition to the above, the Group has early adopted IAS 24 Related Party Disclosures (Amendment).

IAS 24 Related Party Disclosures (Amendment)

The amended standard is effective for annual periods beginning on or after 1 January 2011. However, the Group has
chosen to adopt the requirements early, in its 2010 financial statements. The amendment clarified the definition of a
related party to simplify the identification of such relationships and to eliminate inconsistencies in its application.
The revised standard introduces a partial exemption of disclosure requirements for government-related entities. The
Group has concluded that the early adoption of the amendment did not have any significant impact on its financial
position or performance.

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Advanced Technology Investment Company LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

2.3 STANDARDS ISSUED BUT NOT YET EFFECTIVE

Standards issued but not yet effective as of the Groups consolidated financial statements are described below:

The following new standards / amendments to standards which were issued up to 31 December 2010 and are not yet
effective for the year ended 31 December 2010 have not been applied while preparing these consolidated financial
statements:

IAS 32 Financial Instruments: Presentation Classification of Rights Issues (Amendment)

The amendment to IAS 32 is effective for annual periods beginning on or after 1 February 2010 and amended the
definition of a financial liability in order to classify rights issues (and certain options or warrants) as equity
instruments in cases where such rights are given pro rata to all of the existing owners of the same class of an entitys
non-derivative equity instruments, or to acquire a fixed number of the entitys own equity instruments for a fixed
amount in any currency.

IFRS 9 Financial Instruments: Classification and Measurement

IFRS 9 as issued reflects the first phase of the IASBs work on the replacement of IAS 39 and applies to classification
and measurement of financial assets as defined in IAS 39. The standard is effective for annual periods beginning on
or after 1 January 2013. In subsequent phases, the IASB will address classification and measurement of financial
liabilities, hedge accounting and derecognition. The completion of this project is expected in early 2011. The
adoption of the first phase of IFRS 9 will have an effect on the classification and measurement of the Groups
financial assets.

Management anticipates that these amendments will be adopted in the Groups consolidated financial statements for
the period when they become effective. The Group is in the process of assessing the impact of changes in IFRS on
the consolidated financial statements.

2.4 SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of the Group's consolidated financial statements requires management to make judgments, estimates
and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of
contingent liabilities, at the reporting date. However, uncertainty about these assumptions and estimates could result
in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in the
future.

Judgments
In the process of applying the Groups accounting policies, management has made the following judgments, apart
from those involving estimations, which have the most significant effect on the amounts recognised in the
consolidated financial statements:

Classification of financial instruments

Financial assets within the scope of IAS 39 are classified as financial assets at fair value through income statement,
loans and receivables, held-to-maturity investments, available-for-sale financial assets, or as derivatives designated
as hedging instruments in an effective hedge, as appropriate. Financial liabilities within the scope of IAS 39 are
classified as financial liabilities at fair value through income statement, loans and borrowings, or as derivatives
designated as hedging instruments in an effective hedge, as appropriate.

The Group determines the classification of its financial assets and liabilities upon initial recognition and, where
allowed and appropriate, re-evaluates this designation at each financial period end.

Impairment of non financial assets indicators of impairment

Management determines at each reporting date whether there are any indicators of impairment relating to the
Groups property, plant and equipment and intangible assets. A broad range of internal and external factors is
considered as part of the indicator review process.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

2.4 SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS continued

Judgments continued
Finance leases Group as lessee
The Group has entered into certain long-term energy supply agreements to provide the Groups wafer fabrication
plants with utilities to meet the demand for its manufacturing requirements. The Group has determined, based on an
evaluation of the terms and conditions of the arrangements, that the significant risks and rewards of ownership of
certain assets used in providing the utilities are transferred to the Group, and accordingly accounts for the contracts
as finance leases pursuant to IFRIC Interpretation 4, Determining Whether an Arrangement Contains a Lease.

Finance leases Group as lessor

The Group has service contracts with suppliers of bulk gases, pursuant to which the suppliers had built certain
equipment which the suppliers use to provide the Group with gases used in the manufacturing process. The Group
has determined, based on an evaluation of the terms and conditions of the arrangements, that the significant risks and
rewards of ownership of certain assets used in providing the utilities is transferred to the suppliers, and accordingly
accounts for the contracts as finance leases pursuant to IFRIC Interpretation 4, Determining Whether an
Arrangement Contains a Lease.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that
have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next
financial year are discussed below:

Business combinations
Accounting for the acquisition of a business requires the allocation of the purchase price to the various assets and
liabilities of the acquired business. For most assets and liabilities, the purchase price allocation is accomplished by
recording the asset or liability at its estimated fair value. Determining the fair value of assets acquired and liabilities
assumed requires judgement by management and often involves the use of significant estimates and assumptions,
including assumptions with respect to future cash inflows and outflows, discount rates, the useful lives of licenses and
other assets and market multiples. The Groups management uses all available information to make these fair value
determinations.

Fair value of deferred government grants on business combinations

Determining the fair value of the government grants involves significant judgement. While determining the fair
value of the deferred government grants on business combinations, the Group takes into account various factors
including the nature of the grant and the attached conditions. The Groups management uses all available information
to make these fair value determinations.

Useful lives of property, plant and equipment

The Groups management determines the estimated useful lives of property, plant and equipment for calculating
depreciation. This estimate is determined after considering the current usage of the asset compared to full utilisation
capabilities of the asset and physical wear and tear. Management reviews the residual value and useful lives annually
and the future depreciation charge would be adjusted where management believes that the useful lives differ from
previous estimates.

Impairment of accounts receivable

An estimate of the collectible amount of accounts receivable is made when collection of the full amount is no longer
probable. For individually significant amounts, this estimation is performed on an individual basis. Amounts which
are not individually significant, but which are past due, are assessed collectively and a provision applied according to
the length of time past due, based on historical recovery rates.

10

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Advanced Technology Investment Company LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

2.4 SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS continued

Estimates and assumptions continued

Impairment of inventories
Inventories are held at the lower of cost and net realisable value. When inventories become old or obsolete, an
estimate is made of their net realisable value. For individually significant amounts this estimation is performed on
an individual basis. Amounts which are not individually significant, but which are old or obsolete, are assessed
collectively and a provision applied according to the inventory type and the degree of ageing or obsolescence, based
on historical selling prices.

Fair value of financial instruments

Where the fair value of financial assets and financial liabilities recorded in the statement of financial position cannot be
derived from active markets, they are determined using valuation techniques including the discounted cash flow
models. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a
degree of judgment is required in establishing fair values. The judgments include consideration of inputs such as
liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value
of financial instruments.

Impairment of non financial assets

The Groups impairment testing for non financial assets is based on calculating the recoverable amount of each cash
generating unit or group of cash generating units being tested. Recoverable amount is the higher of value in use and fair
value less costs to sell. Value in use for relevant cash generating units is derived from projected cash flows approved
by management and does not include restructuring activities that the Group is not yet committed to or significant future
investments that will enhance the asset base of the cash generating unit being tested. Fair value less costs to sell for
relevant cash generating units is generally derived from discounted cash flow models using market based inputs and
assumptions. Recoverable amount is most sensitive to the discount rate used for the discounted cash flow model as
well as the expected future cash inflows and the growth rate used for extrapolation purposes.

Contingencies
By their nature, contingencies will only be resolved when one or more future events occur or fail to occur. The
assessment of contingencies inherently involves the exercise of significant judgment and estimates of the outcome of
future events.

Income taxes
In determining taxable income for financial statement reporting purposes, management must make certain estimates and
judgments specific to taxation issues. These estimates and judgments are applied in the calculation of certain tax
liabilities and in the determination of the recoverability of deferred tax assets, which arise from temporary differences
between the recognition of assets and liabilities for tax and financial statement reporting purposes.

Management has assessed the likelihood that the Group will be able to recover deferred tax assets. If recovery is not
likely, the deferred tax assets that were estimated, will not ultimately be recoverable and must be derecognized. Past
performance, future expected taxable income and prudent and feasible tax planning strategies are considered in
determining whether deferred tax assets are recognized. In addition, the calculation of tax liabilities involves dealing
with uncertainties in the application of complex tax rules and the potential for future adjustment of uncertain tax
positions by the tax authorities in the countries in which the Group operates. If estimates of these taxes are greater or
less than actual results, an additional tax benefit or charge will result.

Provision for decommissioning

Decommissioning costs will be incurred by the Group at the end of the operating life of certain of the Groups facilities
and properties. The ultimate decommissioning costs or asset retirement obligations are uncertain and cost estimates can
vary in response to many factors including changes to relevant legal requirements, the emergence of new restoration
techniques or experience at production sites. The expected timing of expenditure can also change, for example in
response to changes in laws and regulations or their interpretation. As a result, there could be significant adjustments to
the provisions established which would affect future financial results.

11

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Advanced Technology Investment Company LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

2.5 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue recognition
The Group derives revenue primarily from fabricating 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.

Revenue is recognised to the extent that it is probable that economic benefits will flow to the Group and the revenue
can be reliably measured. Revenue is measured at the fair value of the consideration received, excluding sales taxes,
royalties, and other similar levies as applicable.

Interest income/expense
For all financial instruments measured at amortised cost and interest bearing financial assets classified as available-
for-sale, interest income or expense is recorded using the effective interest rate, which is the rate that exactly
discounts the estimated future cash payments or receipts through the expected life of the financial instrument or a
shorter period, where appropriate, to the net carrying amount of the financial asset or liability. Interest
income/expense is included in finance income/costs in profit or loss in the consolidated statement of comprehensive
income.

Trade receivables
Trade receivables are recognized initially at fair value less provision for impairment. A provision for impairment of
trade receivables is established when there is objective evidence that the Group will not be able to collect all
amounts due according to the original terms of the receivables.

Foreign currency translation

The consolidated financial statements are presented in AED, which is the parent Companys functional and
presentation currency. Functional currency is the currency of the primary economic environment in which an entity
operates. Each entity in the Group determines its own functional currency and items included in the financial
statements of each entity are measured using that functional currency.

i) Transactions and balances

Transactions in foreign currencies are initially recorded by the Group entities at their respective functional currency
rates prevailing at the date of transaction.

Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of
exchange ruling at the reporting date.

All differences are taken to the profit or loss in the consolidated statement of comprehensive income with the
exception of all monetary items that provide an effective hedge of a net investment in a foreign operation. These are
recognised in the other comprehensive income until the disposal of the net investment, at which time they are
recognised in the profit or loss in the consolidated statement of comprehensive income.

Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rates
as at the dates of the initial transactions.

ii) Group companies

The assets and liabilities of foreign operations are translated into AED at the rate of exchange ruling at the reporting
date and their income statements are translated at the weighted average exchange rates for the period. The exchange
differences arising on the translation are recognised in the other comprehensive income. On disposal of a foreign
entity, the deferred cumulative amount recognised in other comprehensive income relating to that particular foreign
operation is recognised in profit or loss in the consolidated statement of comprehensive income.

12

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

2.5 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued

Taxes
Current income tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to
taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or
substantively enacted at the reporting date, in the countries where the Group operates and generates taxable income.

Deferred income tax

Deferred income tax is provided using the liability method on temporary differences at the reporting date between
the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income
tax liabilities are recognised for all taxable temporary differences, except:

x where the deferred income tax liability arises from the initial recognition of goodwill or of an asset or
liability in a transaction that is not a business combination and, at the time of the transaction, affects neither
the accounting profit nor taxable profit or loss; and

x in respect of taxable temporary differences associated with investments in subsidiaries, associates and
interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled
and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred income tax assets are recognised for all deductible temporary differences, carry forward of unused tax
credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the
deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised
except:

x where the deferred income tax asset relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time of the
transaction, affects neither the accounting profit nor taxable profit or loss; and

x in respect of deductible temporary differences associated with investments in subsidiaries, associates and
interests in joint ventures, deferred income tax assets are recognised only to the extent that it is probable
that the temporary differences will reverse in the foreseeable future and taxable profit will be available
against which the temporary differences can be utilised.

The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that
it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax
asset to be utilised. Unrecognised deferred income tax assets are reassessed at each reporting date and are recognised
to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when
the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the reporting date.

Deferred income tax relating to items recognised directly in equity is recognised in equity and not in other
comprehensive income.

Deferred income tax assets and liabilities are offset, if a legally enforceable right exists to set off current income tax
assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the
same taxation authority.

13

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Advanced Technology Investment Company LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

2.5 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued

Business combinations and goodwill

Business combinations are accounted for using the purchase method. The cost of an acquisition is measured as the
fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured
initially at fair values at the date of acquisition, irrespective of the extent of any non-controlling interest.

Goodwill is initially measured at cost being the excess of the cost of the business combination over the Groups
share in the net fair value of the acquirees identifiable assets, liabilities and contingent liabilities. If the value of the
acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly
in profit or loss in the consolidated statement of comprehensive income.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of
impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of
the Groups cash generating units, or groups of cash generating units, that are expected to benefit from the synergies
of the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.

Leases
The determination of whether an arrangement is, or contains a lease is based on the substance of the arrangement at
inception date and includes assessing whether the fulfilment of the arrangement is dependent on the use of a specific
asset or assets or the arrangement conveys a right to use the asset.

Group as a lessee
Finance leases, which transfer to the Group substantially all of the risks and benefits incidental to ownership of the
leased item, are capitalised at the inception of the lease at the fair value of the leased property or, if lower, at 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.
Finance charges are reflected in profit or loss in the consolidated statement of comprehensive income. Leased assets
are depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Group will
obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of
the asset and the lease term.

Operating lease payments are recognised as an expense in the consolidated statement of comprehensive income on a
straight line basis over the lease term.

Group as a lessor - operating leases

Leases where the Group does not transfer substantially all the risks and benefits of ownership of the asset are
classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying
amount of the leased asset and recognised over the lease term on the same basis as rental income. Contingent rents are
recognised as revenue in the period in which they are earned.

Group as a lessor - finance leases

Where the Group determines an arrangement to contain a finance lease and the Group transferred substantially all of
the risks and benefits of ownership of the asset through its contractual arrangements to the off-taker, the
arrangements are considered as a finance lease. The amounts due from the lessee are recorded in the statement of
financial position as financial assets (finance lease receivable) and are carried at the amount of the net investment in
the lease after making provision for bad and doubtful debts.

Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of an intangible asset
acquired in a business combination is its fair value at the date of acquisition. Following initial recognition, intangible
assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. Internally
generated intangible assets, excluding capitalised development costs, are not capitalised and expenditures are
reflected in profit or loss in the consolidated statement of comprehensive income in the year in which the
expenditures are incurred.

14

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

2.5 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued

Intangible assets continued

The useful lives of intangible assets are assessed to be either finite or indefinite.

Intangible assets with finite lives are amortised on a straight line basis over the shorter of the useful life of the asset
and the term of the related intangible assets and assessed for impairment whenever there is an indication that the
intangible asset may be impaired. The amortisation period and the amortisation method for intangible assets with
finite useful lives are reviewed at least at each financial year end. Changes in the expected useful lives or the
expected pattern of consumption of future economic benefits embodied in the assets are accounted for by changing
the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The
amortisation expense on intangible assets with finite lives is recognised in profit or loss in the consolidated
statement of comprehensive income in the expense category consistent with the function of the intangible asset.

Intangible assets with indefinite useful lives are tested for impairment annually either individually or at the cash
generating unit level. Such intangibles are not amortised. The useful life of an intangible asset with an indefinite life
is reviewed annually to determine whether the indefinite life assessment continues to be supportable. If not, the
change in the useful life assessment from indefinite to finite is made on a prospective basis.

Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the
goodwill associated with the operation disposed of is included in the carrying amount of the operation when
determining the gain or loss on disposal of the operation. Goodwill disposed off in this circumstance is measured
based on the relative values of the operation disposed of and the portion of the cash-generating unit retained.

Research and development costs

Research costs are expensed as incurred. Development expenditures on an individual project are recognized as an
intangible asset when the Group can demonstrate:

the technical feasibility of completing the intangible asset so that it will be available for use or sale;
its intention to complete and its ability to use or sell the asset;
how the asset will generate future economic benefits;
the availability of resources to complete the asset; and
the ability to measure reliably the expenditure during development.

Development costs which do not meet the above criteria are expenses as incurred.

Following initial recognition of the development expenditure as an asset, the cost model is applied requiring the asset
to be carried at cost less any accumulated amortization and accumulated impairment losses. Amortization of the
asset begins when development is complete and the asset is available for use. It is amortized over the period of
expected future benefit.

During the period of development, the asset is tested for impairment annually.

No development costs have been recognized as intangible assets to date, as in managements opinion it cannot be
demonstrated with sufficient probability how intangible assets created as a result of the Groups development
activities will generate probable future economic benefits. In common with general industry practice, the Group
relies on estimates of production quantities from customers and non-contractual price agreements to estimate the
relevant revenue. These estimates and agreements are non-binding and are subject to rapid change.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any impairment in value. Such
cost includes the cost of replacing part of the plant and equipment when that cost is incurred, if the recognition
criteria are met. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the
property, plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and
maintenance costs are recognised in profit or loss in consolidated statement of comprehensive income as incurred.
Land is not depreciated.

15

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Advanced Technology Investment Company LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

2.5 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued

Property, plant and equipment continued

Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets as follows:

Buildings 14 to 26 years
Equipment and machinery 2 to 8 years

Leasehold assets are depreciated over the shorter of the assets useful life or the remaining term of the lease.

The assets residual values, useful lives and methods of depreciation are reviewed, and adjusted if appropriate, at
each financial period end.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are
expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference
between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in consolidated
statement of comprehensive income in the period the asset is derecognised.

Expenditure on major maintenance refits or repairs comprises the cost of replacement assets or parts of assets,
inspection costs and overhaul costs. Where an asset or part of an asset that was separately depreciated and is now
written off is replaced and it is probable that future economic benefits associated with the item will flow to the
Group, the expenditure is capitalised. Where an asset or part of an asset was not separately considered as a
component, the replacement value is used to estimate the carrying amount of the replaced asset (or asset part) which
is immediately written off. Inspection costs associated with major maintenance programs are capitalised when the
recognition criteria is met and amortised over the period to the next inspection. Day to day servicing and
maintenance costs are expensed as incurred.

The cost of spare parts held as essential for the continuity of operations and which are designated as strategic spares
are depreciated on a straight line basis over their estimated operating life. Spare parts used for normal repairs and
maintenance are expensed when issued.

Government grants
Government grants are recognised where 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 income statement over the expected useful lives of the qualifying asset.

Borrowing costs
Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a
substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All
other borrowing costs are expensed in the period they are incurred.

Investment in associates
Investments in associates are accounted for using the equity method. An associate is an entity in which the Group
has significant influence and which is neither a subsidiary nor a joint venture.

Under the equity method, the investment in the associate is carried in the statement of financial position at cost plus
post acquisition changes in the Groups share of net assets of the associates. Goodwill relating to the associates is
included in the carrying amount of the investment and is not amortised nor individually tested for impairment.

16

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Advanced Technology Investment Company LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

2.5 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued

Investment in associates continued

The consolidated statement of comprehensive income reflects the share of the results of operations of associates.
Where there has been a change recognised directly in the equity of associates, the Group recognises its share of any
changes and discloses this, when applicable, in profit or loss in the consolidated statement of comprehensive
income. Profits and losses resulting from transactions between the Group and associates are eliminated to the extent
of the interest in the associates.

The share of profit or losses of associates is included in profit or loss in the consolidated statement of comprehensive
income. This is the profit or loss attributable to equity holders of the associates and therefore is profit or loss after
tax and non-controlling interests in the subsidiaries of the associates.

The financial statements of the associates are prepared for the same reporting period as the parent company. Where
necessary, adjustments are made to bring the accounting policies in line with those of the Group.

After application of the equity method, the Group determines whether it is necessary to recognise an additional
impairment loss for the Groups investment in an associate. The Group determines at each reporting date whether
there is any objective evidence that the investment in an associate is impaired. If this is the case the Group
calculates the amount of the impairment and recognises the amount in profit or loss in the consolidated statement of
comprehensive income.

Upon loss of significant influence over the associate, the Group measures and recognises any remaining investment
at its fair value. Any difference between the carrying amount of the associate upon loss of significant influence and
the fair value of the remaining investment and proceeds from disposal are recognised in profit or loss in consolidated
statement of comprehensive income.
Interest in a joint venture
The Groups interest in joint ventures is jointly controlled entities, whereby the venturers have a contractual
arrangement that established joint control over the economic activities of the entity. The Group recognized its
interest in the joint venture using the equity method.

Under the equity method, the interest in the joint venture is carried in the statement of financial position at cost plus
post acquisition changes in the Groups share of net assets of the joint venture. Goodwill relating to a joint venture is
included in the carrying amount of the investment and is not amortised nor individually tested for impairment.

The consolidated statement of comprehensive income reflects the share of the results of operations of joint venture.
Where there has been a change recognised directly in the equity of joint venture, the Group recognises its share of
any changes and discloses this, when applicable, in other comprehensive income. Profits and losses resulting from
transactions between the Group and joint venture are eliminated to the extent of the interest in the joint venture.

The share of profit or losses of joint venture is included in profit or loss in the consolidated statement of
comprehensive income.

The financial statements of the joint venture are prepared for the same reporting period as the parent company.
Where necessary, adjustments are made to bring the accounting policies in line with those of the Group.

After application of the equity method, the Group determines whether it is necessary to recognise an additional
impairment loss for the Groups investment in a joint venture. The Group determines at each reporting date whether
there is any objective evidence that the investment in a joint venture is impaired. If this is the case the Group
calculates the amount of the impairment and recognises the amount in profit or loss in the consolidated statement of
comprehensive income.

Upon loss of joint control and provided the former joint control entity does not become a subsidiary or associate, the
Group measures and recognises any remaining investment at its fair value. Any difference between the carrying
amount of the former jointly controlled entity upon loss of joint control and the fair value of the remaining
investment and proceeds from disposal are recognised in profit or loss in the consolidated statement of
comprehensive income.

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Advanced Technology Investment Company LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

2.5 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued

Impairment of non-financial assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any
indication exists, or when annual impairment testing for an asset is required, the Group estimates the assets
recoverable amount. An assets recoverable amount is the higher of an assets or cash-generating units fair value
less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash
inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an
asset or cash generating unit exceeds its recoverable amount, the asset is considered impaired and is written down to
its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
In determining fair value less costs to sell, an appropriate valuation model is used. These calculations are
corroborated by valuation multiples, quoted share prices for publicly traded subsidiaries or other available fair value
indicators. Impairment losses of continuing operations are recognised in profit or loss in the consolidated statement
of comprehensive income in those expense categories consistent with the function of the impaired asset.

For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that
previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the
Group estimates the assets or cash-generating units recoverable amount. A previously recognised impairment loss
is reversed only if there has been a change in the assumptions used to determine the assets recoverable amount
since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does
not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of
depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in
profit or loss in the consolidated statement of comprehensive income.

The following criteria are also applied in assessing impairment of specific assets:

Goodwill
Goodwill is tested for impairment annually and when circumstances indicate that the carrying value may be
impaired. Impairment is determined for goodwill by assessing the recoverable amount of the cash-generating unit, or
group of cash generating units, to which the goodwill relates. Where the recoverable amount of the cash-generating
units is less than their carrying amount, an impairment loss is recognised. Impairment losses relating to goodwill
cannot be reversed in future periods. For the purposes of testing goodwill for impairment, any of the related
deferred tax liabilities recognised on acquisition, that led to the creation of goodwill and remain at the reporting
date, are treated as part of the relevant cash generating unit or group of cash generating units.

Inventories
Inventories consist of finished goods, work in progress, raw materials and consumable supplies and spares and are
valued at the lower of cost and net realisable value. Cost is determined using standard cost and an allocation of the
cost variances arising in the period of production, which approximates actual cost determined on the weighted-
average basis. Standard cost is based on the estimates of materials, labour and other costs incurred in each process
step associated with the manufacture of the Groups products. Labour and overhead costs are allocated to each step
in the wafer production process based on normal fab capacity, with costs arising from abnormal under-utilization of
capacity expensed when incurred. The Group routinely reviews its inventories for their saleability and for indications
of obsolescence to determine if inventory carrying values are higher than net realisable value. Net realisable value is
the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated
costs necessary to make the sale.

18

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Advanced Technology Investment Company LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

2.5 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued

Financial assets
Initial recognition and measurement
Financial assets within the scope of IAS 39, Financial Instruments: Recognition and Measurement, are classified as
financial assets at fair value through income statement, loans and receivables, held-to-maturity investments,
available-for-sale financial assets, or as derivatives designated as hedging instruments in an effective hedge, as
appropriate. The Group determines the classification of its financial assets at initial recognition.

All financial assets are recognised initially at fair value plus, in the case of investments not at fair value through
income statement, directly attributable transaction costs.

Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or
convention in the marketplace are recognised on the trade date, which is the date that the Group commits to purchase
or sell the asset.

The Groups financial assets include available-for-sale investments, trade and other receivables, finance lease
receivable and cash and cash equivalents.

Subsequent measurement
The subsequent measurement of financial assets depends on their classification as follows:

Financial assets at fair value through income statement

Financial assets at fair value through income statement include financial assets held-for-trading and financial assets
designated upon initial recognition at fair value through income statement. Financial assets are classified as held-for-
trading if they are acquired for the purpose of selling in the near term. Derivatives, including separated embedded
derivatives are also classified as held-for-trading unless they are designated as effective hedging instruments.
Financial assets at fair value through income statement are carried in the consolidated statement of financial position
at fair value with gains or losses recognised in profit or loss in the consolidated statement of comprehensive income.

The Group has not designated any financial assets as at fair value through income statement.

Derivatives embedded in host contracts are accounted for as separate derivatives when their risks and characteristics
are not closely related to those of the host contracts and the host contracts are not carried at fair value. These
embedded derivatives are measured at fair value with gains or losses arising from changes in fair value recognised in
profit or loss in the consolidated statement of comprehensive income. Reassessment only occurs if there is a change
in the terms of the contract that significantly modifies the cash flows that would otherwise be required.

Held-to-maturity investments
Non-derivative financial assets with fixed or determinable payments and fixed maturities are classified as held-to
maturity when the Group has the positive intention and ability to hold them to maturity. After initial measurement
held-to-maturity investments are measured at amortised cost using the effective interest method, less impairment.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fee or costs that are
an integral part of the effective interest rate method. The effective interest rate amortisation is included in finance
income in the consolidated statement of comprehensive income. The losses arising from impairment are recognised
in the consolidated statement of comprehensive income in finance costs.

The Group did not have any held-to-maturity investments during the period ended 31 December 2010.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in
an active market. Such financial assets are carried at amortised cost using the effective interest rate method less
impairment. Gains and losses are recognised in profit or loss in the consolidated statement of comprehensive income
when the loans and receivables are derecognised or impaired, as well as through the amortisation process.

19

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

2.5 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued

Financial assets continued

Available-for-sale financial assets
Available-for-sale financial assets are non-derivative financial assets that are designated as available-for-sale or are
not classified in any of the other three categories of financial assets. After initial measurement, available-for-sale
financial assets are measured at fair value with unrealised gains or losses recognised directly in other comprehensive
income until the investment is derecognised, at which time the cumulative gain or loss recorded in other
comprehensive income is recognised in the other operating income, or determined to be impaired, at which time the
cumulative loss recorded in other comprehensive income is recognised in the consolidated statement of
comprehensive income.

Financial liabilities
Initial recognition and measurement
Financial liabilities within the scope of IAS 39 are classified as financial liabilities at fair value through income
statement, loans and borrowings, or as derivatives designated as hedging instruments in an effective hedge, as
appropriate. The Group determines the classification of its financial liabilities at initial recognition.

All financial liabilities are recognised initially at fair value and in the case of loans and borrowings, plus directly
attributable transaction costs.

The Groups financial liabilities include trade and other payables, interest bearing loans and borrowings, obligation
under finance lease, derivative financial instruments and convertible redeemable preference shares.

Subsequent measurement
The measurement of financial liabilities depends on their classification as follows:

Financial liabilities at fair value through income statement

Financial liabilities at fair value through income statement include financial liabilities held-for-trading and financial
liabilities designated upon initial recognition as at fair value through income statement.

Financial liabilities are classified as held-for-trading if they are acquired for the purpose of selling in the near term.
This category includes derivative financial instruments entered into by the Group that do not meet the hedge
accounting criteria as defined by IAS 39, Financial Instruments: Recognition and Measurement

Gains or losses on liabilities held-for-trading are recognised in profit or loss in the consolidated statement of
comprehensive income.

The Group has not designated any financial liabilities as at fair value through income statement.

Loans and borrowings

After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using
the effective interest rate method.

Gains and losses are recognised in profit or loss in the consolidated statement of comprehensive income when the
liabilities are derecognised as well as through the amortisation process.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount reported in the consolidated statement of
financial position if, and only if, there is a currently enforceable legal right to offset the recognised amounts and
there is an intention to settle on a net basis, or to realise the assets and settle the liabilities simultaneously.

20

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Advanced Technology Investment Company LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

2.5 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued

Fair value of financial instruments

The fair value of financial instruments that are actively traded in organised financial markets is determined by
reference to quoted market bid prices at the close of business on the reporting date, without any deduction for
transaction costs.

For financial instruments where there is no active market, fair value is determined using valuation techniques. Such
techniques may include using recent arms length market transactions; reference to the current fair value of another
instrument that is substantially the same; discounted cash flow analysis or other valuation models.

Amortised cost of financial instruments

Amortised cost is computed using the effective interest method less any allowance for impairment and principal
repayment or reduction. The calculation takes into account any premium or discount on acquisition and includes
transaction costs and fees that are an integral part of the effective interest rate.

Impairment of financial assets

The Group assesses at each reporting date whether there is any objective evidence that a financial asset or a group of
financial assets is impaired. A financial asset or a group of financial assets is deemed to be impaired if, and only if,
there is objective evidence of impairment as a result of one or more events that has occurred after the initial
recognition of the asset and that loss event has an impact on the estimated future cash flows of the financial asset or
the group of financial assets that can be reliably estimated. Evidence of impairment may include indications that the
debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or
principal payments, the probability that they will enter bankruptcy or other financial reorganisation and where
observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in
arrears or economic conditions that correlate with defaults.

Loans, receivables and advances to customers

For amounts due from loans, receivables and advances to customers carried at amortised cost, the Group first
assesses individually whether objective evidence of impairment exists individually for financial assets that are
individually significant, or collectively for financial assets that are not individually significant. If the Group
determines that no objective evidence of impairment exists for an individually assessed financial asset, whether
significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and
collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an
impairment loss is, or continues to be, recognised are not included in a collective assessment of impairment.

If there is objective evidence that an impairment loss has been incurred, the amount of the loss is measured as the
difference between the assets carrying amount and the present value of estimated future cash flows (excluding
future expected credit losses that have not yet been incurred). The carrying amount of the asset is reduced through
the use of an allowance account and the amount of the loss is recognised in profit or loss in the consolidated
statement of comprehensive income. Interest income continues to be accrued on the reduced carrying amount based
on the original effective interest rate of the asset. Loans together with the associated allowance are written off when
there is no realistic prospect of future recovery and all collateral has been realised or has been transferred to the
Group. If, in a subsequent year, the amount of the estimated impairment loss increases or decreases because of an
event occurring after the impairment was recognised, the previously recognised impairment loss is increased or
reduced by adjusting the allowance account. If a future write-off is later recovered, the recovery is recognised in
profit or loss in the consolidated statement of comprehensive income.

The present value of the estimated future cash flows is discounted at the financial assets original effective interest
rate. If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current effective
interest rate.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

2.5 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued

Impairment of financial assets continued

Available-for-sale investments
For available-for-sale financial investments, the Group assesses at each reporting date whether there is objective
evidence that an investment or a group of investments is impaired.

In the case of equity investments classified as available-for-sale, objective evidence would include a significant or
prolonged decline in the fair value of the investment below its cost. Significant is to be evaluated against the
original cost of the investment and prolonged against the period in which the fair value has been below its original
cost. Where there is evidence of impairment, the cumulative loss measured as the difference between the
acquisition cost and the current fair value, less any impairment loss on that investment previously recognised in the
consolidated statement of comprehensive income is removed from other comprehensive income and recognised in
profit or loss in the consolidated statement of comprehensive income. Impairment losses on equity investments are
not reversed through profit or loss in the consolidated statement of comprehensive income; increases in their fair
value after impairment are recognised directly in other comprehensive income.

Derecognition of financial instruments

Financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is
derecognised when:

x the rights to receive cash flows from the asset have expired; or

x the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay
the received cash flows in full without material delay to a third party under a pass-through arrangement:
and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group
has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred
control of the asset.

When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through
arrangement, and has neither transferred nor retained substantially all the risks and rewards of the asset nor
transferred control of the asset, a new asset is recognised to the extent of the Groups continuing involvement in the
asset. In that case, the Group also recognises a liability. The transferred asset and associated liability are measured
on a basis that reflects the rights and obligations that the Group has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the
original carrying amount of the asset and the maximum amount of consideration that the Group could be required to
repay.

When continuing involvement takes the form of a written and/or purchased option (including a cash settled option or
similar provision) on the transferred asset, the extent of the Groups continuing involvement is the amount of the
transferred asset that the Group may repurchase, except that in the case of a written put option (including a cash
settled option or similar provision) on an asset measured at fair value, the extent of the Groups continuing
involvement is limited to the lower of the fair value of the transferred asset and the option exercise price.

Financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

When an existing financial liability is replaced by another from the same lender on substantially different terms, or
the terms of an existing liability are substantially modified, such an exchange or modification is treated as a
derecognition of the original liability and the recognition of a new liability, and the difference in the respective
carrying amounts is recognised in profit or loss in the consolidated statement of comprehensive income.

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Advanced Technology Investment Company LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

2.5 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued

Derivative financial instruments and hedge accounting

Initial recognition and subsequent measurement
The Group uses derivative financial instruments such as forward currency contracts, and interest rate swaps and
forward commodity contracts to hedge its foreign exchange risks, interest rate risks and commodity price risks,
respectively. Such derivative financial instruments are initially recognised at fair value on the date on which a
derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as financial
assets when the fair value is positive and as financial liabilities when the fair value is negative.

Any gains or losses arising from changes in fair value on derivatives are taken directly to profit or loss in the
consolidated statement of comprehensive income except for the effective portion of cash flow hedges, which is
recognised in other comprehensive income.

The fair value of forward currency contracts is the difference between the forward exchange rate and the contract
rate. The forward exchange rate is referenced to current forward exchange rates for contracts with similar maturity
profiles. The fair value of interest rate swap contracts is determined by reference to market values for similar
instruments.

For the purpose of hedge accounting, hedges are classified as:

x fair value hedges when hedging the exposure to changes in the fair value of a recognised asset or liability or
an unrecognised firm commitment (except for foreign currency risk);
x cash flow hedges when hedging exposure to variability in cash flows that is either attributable to a
particular risk associated with a recognised asset or liability or a highly probable forecast transaction or the
foreign currency risk in an unrecognised firm commitment; or
x hedges of a net investment in a foreign operation.

At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship to
which the Group wishes to apply hedge accounting and the risk management objective and strategy for undertaking
the hedge. The documentation includes identification of the hedging instrument, the hedged item or transaction, the
nature of the risk being hedged and how the entity will assess the hedging instruments effectiveness in offsetting the
exposure to changes in the hedged items fair value or cash flows attributable to the hedged risk. Such hedges are
expected to be highly effective in achieving offsetting changes in fair value or cash flows and are assessed on an
ongoing basis to determine that they actually have been highly effective throughout the financial reporting periods
for which they were designated.

Hedges which meet the strict criteria for hedge accounting are accounted for as follows:

Fair value hedges

The change in the fair value of a hedging derivative is recognised in profit or loss in the consolidated statement of
comprehensive income. The change in the fair value of the hedged item attributable to the risk hedged is recorded as
a part of the carrying value of the hedged item and is also recognised in profit or loss in the consolidated statement of
comprehensive income.

For fair value hedges relating to items carried at amortised cost, the adjustment to carrying value is amortised
through profit or loss in the consolidated statement of comprehensive income over the remaining term to maturity.
Effective interest rate amortisation may begin as soon as an adjustment exists and shall begin no later than when the
hedged item ceases to be adjusted for changes in its fair value attributable to the risk being hedged.

If the hedge item is derecognised, the unamortised fair value is recognised immediately in profit or loss in the
consolidated statement of comprehensive income.

When an unrecognised firm commitment is designated as a hedged item, the subsequent cumulative change in the
fair value of the firm commitment attributable to the hedged risk is recognised as an asset or liability with a
corresponding gain or loss recognised in profit or loss in the consolidated statement of comprehensive income.

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Advanced Technology Investment Company LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

2.5 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued

Derivative financial instruments and hedge accounting continued

Cash flow hedges
The effective portion of the gain or loss on the hedging instrument is recognised directly as other comprehensive
income in cash flow hedge reserve, while any ineffective portion is recognised immediately in the consolidated
statement of comprehensive income.

Amounts recognised as other comprehensive income are transferred to the consolidated statement of comprehensive
income when the hedged transaction affects profit or loss, such as when the hedged financial income or financial
expense is recognised or when a forecast sale occurs. Where the hedged item is the cost of a non-financial asset or
non-financial liability, the amounts recognised as other comprehensive income are transferred to the initial carrying
amount of the non-financial asset or liability.

If the forecast transaction or firm commitment is no longer expected to occur, the cumulative gain or loss previously
recognised in other comprehensive income is transferred to the consolidated statement of comprehensive income. If
the hedging instrument expires or is sold, terminated or exercised without replacement or rollover, or if its
designation as a hedge is revoked, any cumulative gain or loss previously recognised in other comprehensive income
remains in other comprehensive income until the forecast transaction or firm commitment occurs.

The Group uses forward currency contracts as hedges of its exposures to foreign currency risk in forecasted
transactions and firm commitments, as well as forward commodity contracts for its exposure to volatility in
commodity prices.

Hedges of a net investment

Hedges of a net investment in a foreign operation, including a hedge of a monetary item that is accounted for as part
of the net investment, are accounted for in a way similar to cash flow hedges. Gains or losses on the hedging
instrument relating to the effective portion of the hedge are recognised as other comprehensive income while any
gains or losses relating to the ineffective portion are recognised in the consolidated statement of comprehensive
income. On disposal of the foreign operation, the cumulative value of any such gains or losses recognised directly in
other comprehensive income is transferred to profit or loss in the consolidated statement of comprehensive income.

Current versus non-current classification

Derivative instruments that are not designated and effective hedging instrument are classified as current or non-
current or separated into current and non-current portions based on an assessment of the facts and circumstances (i.e.
the underlying contracted cash flows).

x Where the Group will hold a derivative as an economic hedge (and does not apply hedge accounting), for a
period beyond 12 months after the reporting date, the derivative is classified as non-current (or separated
into current and non-current portions) consistent with the classification of the underlying item.
x Embedded derivates that are not closely related to the host contract are classified consistent with the cash
flows of the host contract.
x Derivative instruments that are designated as, and are effective hedging instruments, are classified
consistent with the classification of the underlying hedged item. The derivative instrument is separated into
a current portion and non-current portion only if a reliable allocation can be made.

Cash and cash equivalents

Cash and cash equivalents in the consolidated statement of financial position comprise cash at banks and on hand
and short term deposits with an original maturity of three months or less. For the purpose of the consolidated
statement of cash flows, bank balances and cash consist of cash and cash equivalents as defined above, net of
outstanding bank overdrafts.

Accounts payable and accruals

Liabilities are recognised for amounts to be paid in the future for goods or services received, whether billed by the
supplier or not.

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Advanced Technology Investment Company LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

2.5 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued

Borrowings
Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently
stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is
recognized over the period of the borrowings using the effective interest method. Borrowings are classified as
current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12
months after the balance sheet date.

Employees' end of service benefits

The Company provides end of service benefits to its expatriate employees. The entitlement to these benefits is based
upon the employees final salary and length of service, subject to the completion of a minimum service period. The
expected costs of these benefits are accrued over the period of employment.

With respect to its national employees, the Company makes contributions to the relevant UAE Government pension
scheme calculated as a percentage of the employees salaries. The obligations under these schemes are limited to
these contributions, which are expensed when due.

Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event,
it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and
a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision
to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but
only when the reimbursement is virtually certain. The expense relating to any provision is presented in profit or loss
in the consolidated statement of comprehensive income net of any reimbursement. If the effect of the time value of
money is material, provisions are discounted using a current pre tax rate that reflects, where appropriate, the risks
specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is
recognised as a finance cost.

Asset retirement obligations

Certain subsidiaries have legal obligations in respect of site restoration and decommissioning cost. The Group is
required to record as a provision the fair value of the site restoration and abandonment costs of the assets at the end
of their useful lives. Accordingly, a corresponding asset is recognised in property, plant and equipment.
Decommissioning costs are recorded at the present value of expected costs to settle the obligations using estimated
cash flows and are recognised as part of the cost of that particular asset. The cash flows are discounted at an
appropriate rate that reflects the risks specific to the decommissioning liability. The unwinding of the discount is
expensed as incurred and recognised in profit or loss in the consolidated statement of comprehensive income as a
finance cost. The estimated future costs of the asset retirement obligation are reviewed annually and adjusted as
appropriate. Changes in the estimated future costs or in the discount rate applied are added to or deducted from the
cost of the asset.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

3 RESEARCH AND DEVELOPMENT EXPENSES

The Group conducts microprocessor manufacturing process development activities primarily through a joint
development agreement with other technology companies. Under this joint development agreement, the Group
jointly conducts development activities on new process technologies including 45 nanometer, 32 nanometer, 28
nanometer, 20 nanometer and certain other advanced technologies, to be implemented on silicon wafer
manufacturing. This relationship also involves laboratory-based research of emerging technologies such as new
transistor, interconnect, lithography and die-to-package connection technologies. The Group pays fees to its
technology partner under the joint development agreement and also agrees to pay royalties upon the occurrence of
specific events.

4 SELLING, GENERAL AND ADMINSTRATIVE EXPENSES

2010 2009
AED 000 AED 000

Staff costs 551,936 26,068

Professional services 232,803 43,298
Depreciation 119,680 -
Repairs and maintenance 78,706 -
Entertainment and travel related costs 47,551 -
Other general office expenses 202,725 15,518

1,233,401 84,884

5 CONTRACT TERMINATION COSTS

During the year, the Group terminated the joint development agreement that one of its subsidiaries had with the
technology partner and as a consequence it has incurred a one-time contract termination cost of AED 411,719
thousand.

6 FINANCE INCOME

2010 2009
AED 000 AED 000

Interest income on bank deposits 51,523 35,110

Interest income on convertible notes (note 25) - 287,044
Interest income on preferred shares (note 25) - 276,353

51,523 598,507

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Advanced Technology Investment Company LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

7 FINANCE COSTS

2010 2009
AED 000 AED 000

Interest on term loans and senior notes 142,179 -

Interest on finance lease obligation 139,514 -
Other finance costs 35,964 -

317,657 -

The amount of borrowing costs capitalized during the year was AED 165,308 thousand (2009: AED 7,347
thousand). The rate used to determine the amount of borrowing costs eligible for capitalization was 9.76% which is
the effective interest rate of specific borrowings.

8 PROPERTY, PLANT AND EQUIPMENT

Equipment Capital
Land and and work in
buildings machinery progress Total
AED000 AED000 AED000 AED000

2010
Cost:
As of 1 January 2010 5,042,677 11,821,317 3,478,044 20,342,038
Additions 28,615 75,792 9,421,604 9,526,011
Transfers 502,019 5,273,274 (5,775,293) -
Disposals (23,200) (112,877) (4,640) (140,717)

As of 31 December 2010 5,550,111 17,057,506 7,119,715 29,727,332

Depreciation:
As of 1 January 2010 - - - -
Charge for the year 548,300 3,871,735 - 4,420,035
Disposals (20,295) (114,449) - (134,744)

As of 31 December 2010 528,005 3,757,286 - 4,285,291

Net book value 5,022,106 13,300,220 7,119,715 25,442,041

2009
Attributable to acquisition of subsidiaries and
net carrying amount at 31 December 2009 5,042,677 11,821,317 3,478,044 20,342,038

Property, plant and equipment with a carrying value of AED 5,962 million (2009: AED 6,293 million) are pledged
as security for the Dresdner Bank AG loan.

Depreciation analysis
2010 2009
AED 000 AED 000

Cost of sales and research and development expenses 4,300,355 -

General selling and administrative expenses 119,680 -

4,420,035 -

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Advanced Technology Investment Company LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

9 INTANGIBLE ASSETS
Technology Patents Customer
licenses and and Order contracts
software trade names backlog and lists Goodwill Total
AED000 AED 000 AED 000 AED000 AED000 AED 000

2010
Cost:
As of 1 January 2010 1,411,358 224,084 14,327 347,146 108,819 2,105,734
Additions 136,406 - - - - 136,406
Transfers 104,881 - - - - 104,881
Disposals (53,086) - - - - (53,086)

As of 31 December 2010 1,599,559 224,084 14,327 347,146 108,819 2,293,935

Amortization:
As of 1 January 2010 - - - - - -
Charge for the year 358,926 24,455 14,327 77,095 - 474,803
Disposals (53,086) - - - - (53,086)
As of 31 December 2010 305,840 24,455 14,327 77,095 - 421,717
Net book value 1,293,719 199,629 - 270,051 108,819 1,872,218
Useful life 5-6 years 7-10 years < 1 year 9-15 years infinite

2009
Attributable to the acquisition of subsidiaries and
net carrying amount at 31 December 2009 1,411,358 224,084 14,327 347,146 108,819 2,105,734
Useful life 5-6 years 7-10 years < 1 year 9-15 years infinite

Impairment testing of goodwill

Goodwill arising on acquisition of GLOBALFOUNDRIES Inc. has been allocated to the wafer fabrication plant
based in Germany which represents the lowest level within the Group at which the goodwill is monitored for internal
management purposes. The Group performed a goodwill impairment review as at 31 December 2010 based on
current year performance against the initial plans and future outlook and has concluded that the goodwill is not
impaired.

10 INVESTMENTS IN JOINT VENTURES AND AN ASSOCIATE

The Group has the following investments in joint ventures and an associate:
Country of Ownership Ownership
incorporation 2010 2009

Advanced Mask Technology Centre GmbH & Co. KG (joint venture) Germany 50% -
Maskhouse Building Administration GmbH & Co. KG (joint venture) Germany 50% -
Silicon Manufacturing Partners Pte Ltd. (joint venture) Republic of Singapore 49% 49%
Soft Machines Inc. (joint venture) United States of America 33% -
Socle Technology Corp (associate) Taiwan 37% 37%

Advanced Mask Technology Centre GmbH & Co. KG (AMTC) operates a photomask facility in Dresden, Germany
and provides photomasks for use in manufacturing microprocessors and other integrated circuits.

Maskhouse Building Administration GmbH & Co. KG (BAC) owns the premises in which AMTC operates, and
leases these to AMTC.

Silicon Manufacturing Partners Pte Ltd. (SMP) is an independent foundry that fabricates semiconductor integrated
circuits on silicon wafers using advanced production facilities and the propriety integrated circuit designs of its
customers in the semiconductor industry.

28

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Advanced Technology Investment Company LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

10 INVESTMENTS IN JOINT VENTURES AND AN ASSOCIATE continued

Soft Machines Inc (SMI) is a development stage company, which develops and markets high performance, high-
value and energy efficient micro processors, semiconductors, software, systems and related technologies.

Socle Technology Corp (SOCLE) specializes in systems on chips design services and embedded platforms that
reduce integrated circuit development time.

Summarized financial information on joint ventures and an associate not adjusted for the percentage of ownership
held by the Group:

Total Total Total Total

assets liabilities revenue profit/(loss)
AED'000 AED'000 AED'000 AED'000

2010
Joint ventures:
AMTC 348,427 258,609 218,406 10,400
BAC 184,172 68,896 54,444 1,175
SMP 427,277 87,911 525,880 464,750
SMI 76,431 7,049 - (19,576)

1,036,307 422,465 798,730 456,749

Associate:
SOCLE 115,761 36,788 76,164 364

2009
Joint venture:
SMP 268,259 95,441 - -

Associate:
SOCLE 103,529 30,423 - -

During the year/period movement in investment in joint ventures and an associate was as follows:

2010 2009
AED 000 AED 000

1 January 226,916 -
Additions during the year 174,351 9,487,419
Share of profit 100,454 (341,411)
Relating to obtaining control * - (8,919,092)
Dividend received (122,416) -

31 December 379,305 226,916

* During the period ended 31 December 2009, ATIC made investment in GLOBALFOUNDRIES Inc. as a joint
venture which became a subsidiary as of 31 December 2009 and was fully consolidated.

29

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Advanced Technology Investment Company LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

11 INCOME TAX

The major components of income tax expense for the year/period ended 31 December 2010 and 2009 were:

2010 2009
AED 000 AED 000

Current income tax:

Current income tax charge 58,776 -
Adjustments in respect of income tax of previous year (7,347) -

Deferred tax:
Relating to origination and reversal of temporary differences 113,030 -

164,459 -

A reconciliation between tax expense and accounting profit multiplied by the Groups statutory rate is as follows:

2010 2009
AED 000 AED 000

Accounting loss before income tax (1,745,843) -

At the Company's statutory income tax rate of 0% (2009: 0%) - -

Income tax rate different from parent rate 106,532 -
Adjustments in respect of current income tax of previous years (7,347) -
Government grants and investment allowances exempt from tax (368,199) -
Derecognition of previously recognized tax losses 44,082 -
Non-deductible expenses for tax purposes 146,940 -
Effects of foreign exchange 180,002 -
Impact of valuation allowance 14,694 -
Impact of change in liability for uncertain tax position 58,776 -
Other effects (11,021) -

Income tax expense 164,459 -

Effective income tax rate 9.42% -

A significant element of the Groups loss was incurred in entities resident in the Cayman Islands. No tax arises on
the Groups Cayman Islands activities.

Deferred tax:
Net deferred tax liabilities relate to the following:

2010 2009
AED 000 AED 000

Accelerated depreciation for tax purpose (657,557) (373,217)

Losses and investment allowances available for
offsetting against future taxable income 317,272 223,615
Impact of control acquired over subsidiaries 83,095 (74,388)
Others 99,185 138,844

Net deferred tax liabilities (158,005) (85,146)

30

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Advanced Technology Investment Company LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

11 INCOME TAX continued

The classification of deferred tax assets (liabilities) in the Group's consolidated statement of financial position is as
follows:

2010 2009
AED 000 AED 000

Deferred tax assets 383,752 23,359

Deferred tax liabilities (541,757) (108,505)

Net deferred tax liabilities (158,005) (85,146)

Reconciliation of net deferred tax liabilities is as follows:

2010 2009
AED 000 AED 000

At 1 January (85,146) -
Tax expense during the year recognized in income statement (113,030) -
Effect of business combination on deferred tax liability 40,171 (85,146)

At 31 December (158,005) (85,146)

The total unrecognized tax benefit as of 31 December 2010 is AED 73 million. The Group does not anticipate any
significant changes to the total amounts of unrecognized tax benefits within the next 12 months from the reporting
date.

A significant element of the Groups loss before tax was incurred in entities resident in the Cayman Islands. No tax
arises on the Groups Cayman Islands activities.

The Group has corporate and trade tax losses in Germany of AED 547 million and AED 518 million for carry
forward and use against future profits at 31 December 2010. These tax losses can be carried forward indefinitely.
The Group has recognized deferred tax assets for tax losses being carried forward as far as it is more likely than not
the losses will be utilized in the foreseeable future.

The Group has loss carry forwards and unabsorbed wear and tear allowances for GLOBALFOUNDRIES Singapore
Pte Ltd available for carry forward of approximately AED 422 million and AED 5,609 million, respectively. Under
Singapore tax law, loss carry forwards and wear and tear allowances are deductible to the extent of income before
loss carry forwards and wear and tear allowances. Unabsorbed tax losses and wear and tear allowances can be
carried forward indefinitely to set off against income in future tax years, subject to compliance with certain
conditions. GLOBALFOUNDRIES Singapore Pte Ltd has unabsorbed investment allowances of AED 2,902 million
which can be carried forward indefinitely, subject to compliance with certain conditions. The Group has not
recognized deferred tax assets on AED 1,300 million for these tax loss, wear and tear allowances, and investment
allowances as it is more likely than not that they will not be utilized in the foreseeable future.

The subsidiaries based in the United States of America had deferred tax assets in excess of deferred tax liabilities of
AED 33 million. The Group has not recognized this deferred tax asset as it is more likely than not that it will not be
utilized in the foreseeable future.

31

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Advanced Technology Investment Company LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

12 OTHER ASSETS

2010 2009
AED 000 AED 000

Grant receivable 434,039 400,015

Recoverable sales tax 468,821 121,226
Prepaid expenses 61,050 113,139
Advances and deposits paid 45,974 50,329
Deferred expenses 48,215 32,297
Income tax receivable 220 21,050
Derivative financial instruments 33,539 3,075
Other assets 224,918 146,324

1,316,776 887,455

Analysed in the statement of financial position as:

Current assets 1,181,279 807,217
Non-current assets 135,497 80,238

1,316,776 887,455

As at 31 December 2010 and 2009, no provision for impairment has been made for other assets.

13 INVENTORIES

2010 2009
AED 000 AED 000

Raw materials and consumables 108,765 65,209

Finished goods 16,547 128,573
Work in progress 1,141,366 862,129

1,266,678 1,055,911

Inventories with a carrying value of AED 452 million (2009: AED 305 millions) are pledged as security for the
Dresdner Bank AG term loan.

14 TRADE AND OTHER RECEIVABLES

2010 2009
AED 000 AED 000

Trade receivables 2,060,324 1,662,591

Amounts due from related parties (note 25) 45,833 65,856
Other receivables - 24,010

2,106,157 1,752,457

32

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Advanced Technology Investment Company LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

14 TRADE AND OTHER RECEIVABLES continued

As at 31 December 2010 and 2009, no provision has been made for long outstanding trade receivables. The ageing
analysis of unimpaired trade receivables is as follows:
Past due but not impaired
Neither past
due nor < 30 30 90 90 120 >120
Total impaired days days days days
AED000 AED000 AED000 AED000 AED000 AED000
2010 2,060,324 1,636,288 418,435 3,808 1,793 -
2009 1,662,591 1,499,808 155,877 5,107 1,799 -

Unimpaired receivables are expected on the basis of past experience, to be fully recoverable. It is not the practice of
the Group to obtain collateral over receivables and the vast majority are therefore, unsecured.

15 BANK BALANCES AND CASH

2010 2009
AED 000 AED 000

Bank balances and cash 200,538 810,679

Short-term deposits 4,255,565 6,152,696
Money market funds 1,404,956 2,020,453

Cash and cash equivalents 5,861,059 8,983,828

Restricted cash 231,037 243,556

6,092,096 9,227,384

Under the terms of the Export-Import Bank of the United States of America (EXIM) guaranteed loan agreement, the
Group is required to maintain a deposit with the lender as a compensating balance (restricted as to use), equal to the
amount of principal, interest and commitment fees payable at the next repayment date. Further, the Group is also
required to maintain such a deposit for the Japan Bank for International Cooperation and Sumitomo Mitsui Banking
Corporation (JBIC/SMBC) term loan.

The restricted cash is invested in interest-bearing bank deposits.

Cash and cash equivalents of AED 584 million (2009: AED 1,245 million) of time deposits accruing to a subsidiary
are pledged as security for the Dresdner bank AG term loan.

Short-term deposits attract a fixed rate of interest ranging from 0.17% to 3.25% (2009: 0.19% to 3.25%) per annum.

Geographical concentration of bank balances and cash is as follows:

2010 2009
AED 000 AED 000

United Arab Emirates 1,034,848 2,793,631

Germany 911,761 2,426,141
Republic of Singapore 2,574,083 3,112,909
United States of America 1,571,404 894,703

6,092,096 9,227,384

33

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Advanced Technology Investment Company LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

15 BANK BALANCES AND CASH continued

The following significant non-cash items have been excluded from the consolidated statement of cash flows:

2010 2009
AED 000 AED 000

Purchase of property, plant and equipment not paid as at year end 1,131,438 -
Property, plant and equipment acquired under lease arrangement 84,491 -
Purchase of joint venture through issuance of shares 100,881 -

16 SHARE CAPITAL

2010 2009
AED 000 AED 000

Authorised, issued and fully paid up share capital

1,000 ordinary shares at AED 1,000 each 1,000 1,000

17 ADDITIONAL SHAREHOLDERS CONTRIBUTION

This represents the capital injected by the Shareholder to provide support for operations of the Company, and no
shares have been issued against this balance.

18 INTEREST BEARING LOANS AND BORROWINGS

(i) Term loan

Effective
interest rate 2010 2009
% Maturity AED 000 AED 000

Current
$653,131 EXIM Guaranteed Loan LIBOR + 0.125% 2011 454,742 454,742
$609,733 EXIM Guaranteed Loan LIBOR + 0.0695% 2011 221,116 96,393
Societe Generale Term Loan LIBOR + 0.20% 2011 87,601 87,601
JBIC/SMBC Term Loan (Tranche B) LIBOR + 0.80% 2011 110,007 -
JBIC/SMBC Term Loan (Tranche A) 5.645% 2011 108,712 -
Dresdner Bank AG Term Loan* LIBOR + 1.75% 2011 615,077 1,039,601
Others 2011 42,305 -

1,639,560 1,678,337

Non-current
$653,131 EXIM Guaranteed Loan LIBOR + 0.125% 2011 - 238,246
Dresdner Bank AG Term Loan LIBOR + 1.75% 2011 - 576,739
$653,131 EXIM Guaranteed Loan LIBOR + 0.125% 2013 322,180 541,240
$609,733 EXIM Guaranteed Loan LIBOR + 0.0695% 2017 1,427,750 867,534
Societe Generale Term Loan LIBOR + 0.20% 2013 179,044 262,804
JBIC/SMBC Term Loan (Tranche B) LIBOR + 0.80% 2015 440,027 309,570
JBIC/SMBC Term Loan (Tranche A) 5.645% 2015 434,849 312,316
$600,000 Syndicated Loan** LIBOR + (3.25% to 3.75%) 2014 2,204,100 -

5,007,950 3,108,449

6,647,510 4,786,786

34

F-208 F
Advanced Technology Investment Company LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

18 INTEREST BEARING LOANS AND BORROWINGS continued

* The Dresdner Bank AG Term Loan is taken from a consortium of banks, led by Dresdner Bank. One of the
subsidiary companies has pledged substantially all of its current and future assets as security under this term loan.

** The $600 million syndicated loan is taken from consortium of banks, led by National Bank of Abu Dhabi. The
loan is secured against the pledge of ordinary shares of a subsidiary company. The pledged shares have book value
of AED 4,376 million.

(ii) Senior notes and amortizing bond

Effective
interest rate 2010 2009
% Maturity AED 000 AED 000

Current
5.75% senior notes due 2010 5.75% 2010 - 1,380,690
6.00% amortizing bonds due 2010 6.00% 2010 - 38,337
6.25% senior notes due 2013 6.25% 2010 - 117,267
6.375% senior notes due 2015 6.375% 2010 - 562,454

- 2,098,748

Non-current
6.25% senior notes due 2013 6.25% 2013 1,005,443 896,619
6.375% senior notes due 2015 6.375% 2015 355,681 357,207

1,361,124 1,253,826

1,361,124 3,352,574

On 24 December 2009, the Group issued a repayment notice to the investors of the senior notes and the amortizing
bonds. As of 31 December 2009, the senior notes and amortizing bonds of AED 2,060 million and AED 38 million,
respectively, were classified as current and during the year these notes have been fully redeemed.

Interest bearing loans and borrowings are disclosed in the statement of financial position as follows:

2010 2009
AED 000 AED 000

Non current
Term loans 5,007,950 3,108,449
Senior notes and amortizing bonds 1,361,124 1,253,826

6,369,074 4,362,275

Current
Term loans 1,639,560 1,678,337
Senior notes and amortizing bonds - 2,098,748

1,639,560 3,777,085

35

F-209 F
Advanced Technology Investment Company LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

19 OBLIGATION UNDER FINANCE LEASE

The Group has service contracts with suppliers of bulk gases, pursuant to which the suppliers have built certain
equipment, which the suppliers use to provide the Group with gases used in the manufacturing process. The Group
pays a fixed annual fee over the term of the agreement, plus a variable charge based on the quantity of the gases
delivered. The leases carry interest at an effective rate of 5.1% to 16% (2009: 3.89%) per annum and are repayable
in monthly instalments of 3.25 18.34 (2009: 3.25 19.34) years.

Future minimum lease payments under finance leases together with the present value of the minimum lease
payments are as follows:

2010 2009
Minimum Present value Minimum Present value
lease payments of payments lease payments of payments
AED 000 AED 000 AED 000 AED 000

Within one year 265,743 118,636 243,072 148,431

After one year but not more than five years 1,194,777 742,733 930,924 658,294
After five years 651,483 522,753 953,592 801,070

2,112,003 1,384,122 2,127,588 1,607,795

Less: amounts representing finance charges (727,881) - (519,793) -

Present value of minimum lease payments 1,384,122 1,384,122 1,607,795 1,607,795

20 ASSET RETIREMENT OBLIGATION

Asset retirement obligations consist of the present value of the estimated costs of dismantlement, removal, site
reclamation and similar activities associated with the Groups facilities built on land held under long-term operating
leases.

21 GOVERNMENT GRANTS

During the year movement in government grants was as follows:

2010 2009
AED 000 AED 000

At 1 January 1,606,053 -
Assumed from control of subsidiaries - 1,606,053
Received during the year 1,638,050 -
Repayment accrual for grants (7,347) -
Released to the consolidated statement of comprehensive income (466,592) -

At 31 December 2,770,164 1,606,053

Current 426,225 454,494

Non-current 2,343,939 1,151,559

2,770,164 1,606,053

36

F-210 F
Advanced Technology Investment Company LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

21 GOVERNMENT GRANTS continued

The Group receives subsidies from various agencies of the governments of Singapore, Germany and the United
States of America in connection with the construction and operation of the Groups wafer manufacturing facilities,
employment and research and development. The Group has received government support in the form of investment
grants and allowances. Certain investment grants are subject to forfeiture in declining amounts over the life of the
agreement if the Group does not maintain certain agreed employment levels and fulfil other conditions specified in
the relevant subsidy documents. In addition, certain investment allowances are repayable in full if investment or
other conditions of the applicable regulations are not met over a specified period of time. Accordingly, should the
Group fail to meet the terms and conditions of the respective investment grants and allowances, the Group may in
the future be required to make repayments of investment grants and allowances.

22 OTHER LIABILITIES

2010 2009
AED 000 AED 000

Accrued employee related expenses and bonuses 416,050 93,210

Interest payable 87,949 94,382
Deferred rent credit 84,740 86,218
Provision for property leases onerous contract 54,009 58,111
Payable for purchase of property, plant and equipment 648,361 886,338
Accrued expenses 213,919 47,844
Deferred income 28,551 31,068
Customer capacity guarantee deposits 20,847 28,155
Derivative financial instruments 2,669 8,028
Technology license payable 34,893 157,961
Other liabilities 385,404 333,921

1,977,392 1,825,236

Analysed in the statement of financial position as:

Non-current 285,089 332,803
Current 1,692,303 1,492,433

1,977,392 1,825,236

23 CONVERTIBLE REDEEMABLE PREFERENCE SHARES

In the prior period, the Group acquired a 100% equity interest in GLOBALFOUNDRIES Singapore Pte Ltd
(formerly named Chartered Semiconductors). In order to obtain an absolute ownership in GLOBALFOUNDRIES
Singapore Pte Ltd, the Group also purchased the preference shares of GLOBALFOUNDRIES Singapore Pte Ltd. On
15 January 2010, the Group extended the offer period to purchase the preference shares of GLOBALFOUNDRIES
Singapore Pte Ltd until 5 February 2010. As a result, 13,100 preference shares were purchased at a cost to the Group
of AED 468 million. Subsequent to the purchase of these preference shares, the offer to purchase the remainder of
the preference shares lapsed on 5 February 2010. However, remaining shares of AED 125 million were redeemed on
the date of maturity (17 August 2010).

37

F-211 F
Advanced Technology Investment Company LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

24 TRADE AND OTHER PAYABLES

2010 2009
AED 000 AED 000

Trade payables 2,969,236 1,525,823

Payables to related parties (note 25) 88,280 185,982
Income tax payable 85,273 33,340

3,142,789 1,745,145

25 RELATED PARTY TRANSACTIONS

Related parties represent associated companies, major shareholders, directors and key management personnel of the
Group, and entities controlled, jointly controlled or significantly influenced by such parties. Pricing policies and terms
of these transactions are approved by the Groups management.

Balances with related parties included in the consolidated statement of financial position are as follows:

2010 2009
Receivables Payables Receivables Payables
AED 000 AED 000 AED 000 AED 000

BAC 13,816 - - -
SMP 31,577 10,561 50,527 6,942
Technology Development Committee 130 - 15,329 -
Abu Dhabi Education Council 310 - - -
AMTC - 21,938 - -
Mubadala - 55,781 - 179,040

45,833 88,280 65,856 185,982

Significant transactions with related parties included in consolidated statement of comprehensive income

2010 2009
AED 000 AED 000

Interest income on convertible notes from a joint venture - 287,044

Interest income on preferred shares from a joint venture - 276,353

- 563,397

During the year the Group did not have any significant transactions with related parties.

Terms and conditions of transactions with related parties

Outstanding balances at the year-end are unsecured, interest free and settlement occurs in cash. There have been no
guarantees provided or received for any related party receivables or payables. For the years ended 31 December 2010
and 2009 the Group has not recorded any impairment of amounts owed by related parties. This assessment is
undertaken each financial year through examining the financial position of the related party and the market in which the
related party operates.

38

F-212 F
Advanced Technology Investment Company LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

25 RELATED PARTY TRANSACTIONS continued

Compensation of key management personnel

The remuneration of key management personnel during the year was as follows:

2010 2009
AED 000 AED 000

Short-term benefits 11,911 9,444

Employees end of service benefits 653 208

12,564 9,652

Number of key management personnel 7 6

26 SUBSIDIARIES

The consolidated financial statements include the financial statements of the Company and the subsidiaries listed in
the following table:

Percentage
Country of of holding
incorporation 2010 2009

Advanced Technology Investment Company Cayman Islands 100 % 100 %

ATIC International Investment Company LLC United Arab Emirates 100 % 100 %
ATIC Overseas Investment Limited United Arab Emirates 100 % 100 %
GLOBALFOUNDRIES Inc. * Cayman Islands 86 % 69 %
GLOBALFOUNDRIES Singapore Pte. Ltd. ** Singapore 100 % 100 %
GLOBALFOUNDRIES Americas, Inc. ** Delaware, USA 100 % 100 %
GLOBALFOUNDRIES Dresden Module One LLC ** Delaware, USA 100 % 100 %
GLOBALFOUNDRIES Dresden Module Two LLC ** Delaware, USA 100 % 100 %
GLOBALFOUNDRIES Investments LLC ** Delaware, USA 100 % 100 %
GLOBALFOUNDRIES U.S. Inc. ** Delaware, USA 100 % 100 %
GLOBALFOUNDRIES Beteiligungsgsellschaft GmbH ** Germany 100 % 100 %
GLOBALFOUNDRIES Dresden Module One Admin GmbH ** Germany 100 % 100 %
GLOBALFOUNDRIES Dresden Module One Holding GmbH ** Germany 100 % 100 %
GLOBALFOUNDRIES Dresden Module One LLC & Co. KG ** Germany 100 % 100 %
GLOBALFOUNDRIES Dresden Module Two Admin GmbH ** Germany 100 % 100 %
GLOBALFOUNDRIES Dresden Module Two GmbH & Co. KG ** Germany 100 % 100 %
GLOBALFOUNDRIES Dresden Module Two Holding GmbH ** Germany 100 % 100 %
GLOBALFOUNDRIES Management Services LLC & Co. KG ** Germany 100 % 100 %
GLOBALFOUNDRIES Japan Ltd. ** Japan 100 % 100 %
GLOBALFOUNDRIES (Netherlands) Cooperatief U.A. ** The Netherlands 100 % 100 %
GLOBALFOUNDRIES Netherlands Holding B.V. ** The Netherlands 100 % 100 %
GLOBALFOUNDRIES Netherlands B.V. ** The Netherlands 100 % 100 %
GLOBALFOUNDRIES Silicon Partners Pte. Ltd. ** Singapore 51 % 51 %
GLOBALFOUNDRIES Singapore (Tampines) Pte. Ltd. ** Singapore 100 % 100 %
GLOBALFOUNDRIES Taiwan Ltd. ** Taiwan 100 % 100 %
GLOBALFOUNDRIES Europe Ltd. ** United Kingdom 100 % 100 %

* On a fully converted-to-ordinary-shares basis

** Represent subsidiaries held by GLOBALFOUNDRIES Inc. and percentage ownership disclosed above is as held
by GLOBALFOUNDRIES Inc.

39

F-213 F
Advanced Technology Investment Company LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

26 SUBSIDIARIES continued

The Company holds GLOBALFOUNDRIES Inc. through a number of debt and equity instruments. These instruments
are convertible into ordinary shares. The Company has also committed to make further contributions to
GLOBALFOUNDRIES Inc (note 27) which will result in the Company increasing its stake in GLOBALFOUNDRIES
Inc. Contributions during the year have increased the Companys contractual ownership of GLOBALFOUNDRIES Inc.
from 16.67 % as at 31 December 2009 to 77.45 % as at 31 December 2010.

During the year the Group has been restructured through a share exchange transaction between ATIC International
Investment Company LLC (ATIC International) and GLOBALFOUNDRIES Inc. On 27 December 2010, ATIC
International transferred its ownership interest in GLOBALFOUNDRIES Singapore Pte Ltd to GLOBALFOUNDRIES
Inc. in exchange for 2.8 million preferred shares in GLOBALFOUNDRIES Inc. This transaction has been accounted
for as a combination of entities under common control at historical cost (book value).

27 COMMITMENTS AND CONTINGENCIES

The Group has the following commitments

2010 2009
AED 000 AED 000

Contracts for capital expenditure 483,749 4,870,686

Technology agreements 119,639 882,973
Other commitments 291,433 192,642

894,821 5,946,301

In addition to the above, the Group has the following operating lease payables

Within one year 44,622 32,297

After one year but not more than five years 128,620 93,131
More than five years 301,844 284,909

475,086 410,337

ATIC has committed to additional equity funding of a minimum of AED 13,225 million and up to AED 22,041
million over the next five years to GLOBALFOUNDRIES Inc commencing from March 2009.

Under certain lease agreements, the Company is obliged to pay contingent rentals. These additional rentals are
amendments to the base rental in line with specific indices reflecting the changing level of costs typical in the
lessors industry. The contingent rentals payable in 2010 amounted to AED 16 million (2009: AED 14 million). On
the basis of the relevant indices at 31 December 2010, the anticipated future contingent rentals amount to AED 174
million (2009: AED 140 million).

The Group has provided guarantees in respect of AMTCs rental obligations of AED 73 million and revolving credit
facilities of AED 28 million. Additionally, the Group is obligated to fund 70% of the required BAC subordinated
loans, up until the date that BAC has repaid its bank loan finance and as of 31 December 2010 the loan amount
payable by BAC was AED 15 million.

40

F-214 F
Advanced Technology Investment Company LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

28 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Groups principal financial liabilities, other than derivatives, comprise interest bearing loans and borrowings,
obligation under finance lease, convertible redeemable preference shares and trade and certain other payables. The main
purpose of these financial liabilities is to raise finance for the Groups operations and construction activities. The Group
has various financial assets such as trade and other receivables, bank balances and cash and certain other assets, which
arise directly from its operations.

The Group is exposed to market risk, credit risk and liquidity risk. The Board of Directors reviews and agrees policies
for managing each of these risks which are summarised below.

Market risk
Market price risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of
changes in market prices. Market prices comprise the following types of risk: interest rate risk, currency risk and
equity price risk.
Financial instruments affected by market risk include interest bearing loans and borrowings, short-term deposits, and
derivative financial instruments.
The sensitivity analyses are prepared on the basis that the amount of net debt, the ratio of fixed to floating interest
rates of the debt and derivatives and the proportion of financial instruments in foreign currencies are all constant and
on the basis of the hedge designations in place at 31 December 2010.
The following assumptions are made in calculating the sensitivity analyses:

x The consolidated statement of financial position sensitivity relates to derivatives.

x The sensitivity of profit or loss in the consolidated statement of comprehensive income is the effect of the
assumed changes in respective market risks. This is based on the financial assets and financial liabilities
held at 31 December 2010 including the effect of hedge accounting.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market interest rates.

The Groups exposure to the risk of changes in market interest rates relates primarily to the Groups interest bearing
loans and borrowings and short term deposits with floating interest rates.
The Group manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and
borrowings. As at 31 December 2010, approximately 24% (2009: 45%) of the Groups borrowings are at fixed rates
of interest.
The sensitivity of profit or loss in the consolidated statement of comprehensive income is the effect of the assumed
changes in interest rates on the Groups profit or loss for one year, based on the floating rate financial liabilities held
at 31 December 2010.
The following table demonstrates the sensitivity of the profit or loss in the consolidated statement of comprehensive
income to reasonably possible changes in interest rates, with all other variables held constant.
Effect on
Increase loss
in basis points for the year
AED 000
2010
+100 61,039
-100 (61,039)

2009
+100 44,745
-100 (44,745)

41

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Advanced Technology Investment Company LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

28 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES continued

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in foreign exchange rates.

As a result of foreign operations, the Group has costs and assets and liabilities that are denominated in foreign
currencies, primarily the Euro (EUR) and the Singapore Dollar (SGD). For example, some fixed asset purchases
and certain expenses of the Groups German subsidiaries are denominated in Euros while sales of products are
denominated in United States of American Dollars (USD).

As a consequence, movements in exchange rates could cause foreign currency denominated expenses to increase as a
percentage of net revenue, affecting profitability and cash flows. From time to time the Group uses foreign currency
forward contracts to reduce exposure to foreign currency fluctuations. The objective of these contracts is to minimize
the impact of foreign currency exchange rate movements on the Groups operating results and on the cost of capital
asset acquisitions.

With all other variables held constant, a 10% strengthening (weakening) of the AED against the following currencies at
the reporting dates would increase (decrease) profit or loss before tax by the amounts shown below.

Foreign Change in Effect on

currency foreign loss
exchange rate before tax
AED 000

2010
EUR 10% (72,787)
EUR 10% 72,787
JPY 10% (21,335)
JPY 10% 21,335

2009
EUR 10% (136,756)
EUR 10% 136,756

Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer
contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily for
trade and other receivables and other assets) and from its financing activities (bank balances and cash).

The Group trades only with recognised, creditworthy third parties. It is the Groups policy that all customers who
wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are
monitored on an ongoing basis. The Groups six largest customers account for approximately 81% (2009: 76%) of
the outstanding trade receivables balance at 31 December 2010.

With respect to credit risk arising from other financial assets of the Group, which comprise bank balances and cash
and certain derivative instruments, the Groups exposure to credit risk arises from default of the counterparty, with a
maximum exposure equal to the carrying amount of these instruments. The Group seeks to limit its credit risk to
banks by only dealing with reputable banks.

42

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Advanced Technology Investment Company LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

28 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES continued

Liquidity risk
The Group monitors its risk to a shortage of funds using a cash flow model. This tool considers the maturity of both its
financial investments and financial assets (e.g. trade and other receivables and other assets) and projected cash flows
from operations.

The Groups objective is to maintain a balance between continuity of funding and flexibility through the use of bank
overdrafts, loans, preference shares, bonds and finance leases. Approximately 19% (2009: 44%) of the Groups debt
will mature in less than one year at 31 December 2010 based on the carrying value of borrowings reflected in the
consolidated financial statements.

At 31 December 2010, the Group had AED 698 million (2009: AED 2,045 million) of unutilised interest bearing
loans and borrowings facilities. Out of these, AED 647 million are available on committed basis. These committed
unutilized banking facilities are obtained for the purchase of equipment from certain vendors. During 2010,
commitment fees ranging from 0.15% to 0.50% per annum were paid for these unutilized facilities.

The table below summarises the maturity profile of the Groups financial liabilities at 31 December 2010 based on
undiscounted payments and current market interest rates.

1 year or 1 to 5 >5
less years years Total
AED 000 AED 000 AED 000 AED 000

At 31 December 2010
Borrowings (term loans, senior notes and amortizing bonds
and obligation under finance lease) 1,905,298 7,902,072 656,184 10,463,554
Trade and other payables 3,142,789 - - 3,142,789
Other liabilities 1,692,303 285,089 - 1,977,392

Total 6,740,390 8,187,161 656,184 15,583,735

At 31 December 2009
Convertible redeemable preference shares 592,660 - - 592,660
Borrowings (term loans, senior notes and amortizing bonds
and obligation under finance lease) 4,045,541 5,336,749 857,035 10,239,325
Trade and other payables 1,745,145 - - 1,745,145
Other liabilities 1,492,433 332,803 - 1,825,236

Total 7,875,779 5,669,552 857,035 14,402,366

43

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Advanced Technology Investment Company LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

28 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES continued

Capital management
The primary objective of the Groups capital management is to ensure that it maintains a strong credit rating and
healthy capital ratios in order to support its business and maximise shareholder value.

The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions. There
are no regulatory imposed requirements on the level of share capital which the Group has to maintain.

The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Groups
policy is to keep the gearing ratio within a range to meet the business needs of the Group. The Group includes within
net debt, interest bearing loans and borrowings, less bank balances and cash. Capital includes total equity including
non-controlling interests less cumulative changes in other comprehensive income.

2010 2009
AED 000 AED 000

Interest bearing loans and borrowings 8,008,634 8,139,360

Obligation under finance lease 1,384,122 1,607,795
Less cash and cash equivalents (6,092,096) (9,227,384)

Net debt 3,300,660 519,771

Total capital 20,977,755 19,912,979

Capital and net debt 24,278,415 20,432,750

Gearing ratio 14% 3%

29 FINANCIAL INSTRUMENTS

Fair values
The fair values of the Groups financial instruments are not materially different from their carrying values at the
reporting date.

Fair value hierarchy

The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by
valuation technique.

Level 1: Quoted prices in active markets for assets and liabilities.

Level 2: Inputs other than quoted prices included within Level 1 are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

44

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Advanced Technology Investment Company LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2010

29 FINANCIAL INSTRUMENTS continued

As at 31 December 2010, the Group held the following financial instruments measured at fair value.

Level 1 Level 2 Level 3

AED 000 AED 000 AED 000 AED 000

31 December2010
Assets measured at fair value
Foreign exchange contracts 33,539 - 33,539 -

Liabilities measured at fair value

Foreign exchange contracts 2,669 - 2,669 -

31 December2009
Assets measured at fair value
Foreign exchange contracts 3,075 - 3,075 -

Liabilities measured at fair value

Foreign exchange contracts 8,028 - 8,028 -

During the year ended 31 December 2010, there were no significant transfers between Level 1 and Level 2 fair value
measurements, and no transfers into or out of Level 3 fair value measurements.

Hedging activities
Cash flow hedges
The Group uses derivative instruments to manage identified foreign currency risks resulting from its foreign
currency denominated purchase commitments which are denominated principally in Japanese Yen and Euro. The
Group uses foreign currency forward contracts to manage these risk and designates them as foreign currency cash-
flow hedges.

The table below shows certain information relating to derivative financial instruments relating to cash flow hedges.
Assets Liabilities
AED 000 AED 000

2010
Foreign exchange forward contracts 33,539 2,669

2009
Foreign exchange forward contracts 3,075 8,028

30 PRIOR YEAR ADJUSTMENTS

Share of results of joint ventures and an associate, included in profit or loss in the consolidated statement of
comprehensive income for the period ended 31 December 2009, was understated by AED 41 million and deferred
tax liabilities, included in the statement of financial position as at 31 December 2009, were overstated by AED 171
million. The Company has adjusted the above misstatements in the prior period consolidated financial statements.
There is no impact in 2010. The effect of these adjustments to the prior period consolidated financial statements is as
follows:

AED 000

Decrease in deferred tax liabilities 171,423

Increase in non-controlling interest (171,423)

Increase in share of loss of joint ventures and an associate 41,492

Increase in non-controlling interest (41,492)

45

F-219 F
 ISSUER
MDC GMTN B.V.
De Lairessestraat 154
1075 HL Amsterdam
The Netherlands
GUARANTOR
Mubadala Development Company PJSC
PO Box 45005
Abu Dhabi
United Arab Emirates
PRINCIPAL PAYING, TRANSFER AND REGISTRAR, PAYING AND
EXCHANGE AGENT TRANSFER AGENT
Citibank, N.A. Citigroup Global Markets
Citigroup Centre Deutschland AG
Canada Square Reuterweg 16
Canary Wharf 60323 Frankfurt
London E14 5LB Germany
United Kingdom
LEGAL ADVISERS
To the Issuer as to Dutch law
Allen & Overy LLP
Barbara Strozzilaan 101
1083 HN Amsterdam
The Netherlands
To the Guarantor as to
English and United States 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
To the Dealers as to
English and UAE law United States law Dutch law
Clifford Chance LLP Clifford Chance LLP Clifford Chance LLP
13th and 14th Floors, Al Niyadi Building 10 Upper Bank Street Droogbak 1a
Airport Road, London E14 5JJ 1013 GE Amsterdam
Sector W14/02 United Kingdom The Netherlands
PO Box 26492
Abu Dhabi
United Arab Emirates
AUDITORS
To the Guarantor
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
 DEALERS
Barclays Bank PLC Citigroup Global Markets Limited
5 The North Colonnade Citigroup Centre
Canary Wharf Canada Square
London E14 4BB London E14 5LB
United Kingdom United Kingdom
Goldman Sachs International HSBC Bank plc
Peterborough Court 8 Canada Square
133 Fleet Street London E14 5HQ
London EC4A 2BB United Kingdom
United Kingdom
National Bank of Abu Dhabi PJSC SG Americas Securities, LLC
One NBAD Tower 1221 Avenue of the Americas
Sheikh Khalifa Street New York, NY 10020
PO Box 4 United States of America
Abu Dhabi
United Arab Emirates
Standard Chartered Bank The Royal Bank of Scotland plc
PO Box 999 135 Bishopsgate
Dubai London EC2M 3UR
United Arab Emirates United Kingdom