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SUPPLEMENT DATED 2 DECEMBER 2010 TO THE BASE PROSPECTUS DATED 12 MAY 2010

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

MUBADALA DEVELOPMENT COMPANY PJSC(Incorporated with limited liability in the Emirate of Abu Dhabi, United Arab Emirates)

Global Medium Term Note Programme

This Supplement (the Supplement) to the Base Prospectus (the Base Prospectus) dated 12 May 2010 which comprises a base prospectus constitutes a supplementary prospectus for the purposes of Section 87G of the Financial Services and Markets Act 2000 (the FSMA) and is prepared in connection with the Global Medium Term Note Programme (the Programme) established by MDC – GMTN B.V. (the Issuer). Terms defined in the Base Prospectus have the same meaning when used in this Supplement.

This Supplement is supplemental to, and should be read in conjunction with, the Base Prospectus and any other supplements to the Base Prospectus issued by the Issuer.

Each of the Issuer and Mubadala Development Company PJSC (the Guarantor) accepts responsibility for the information contained in this Supplement. To the best of the knowledge of each of the Issuer and the Guarantor (which have taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information.

On 22 September 2010, the Guarantor released its 2010 Interim Financial Statements (as defined in the Annex to this Supplement). A copy of the 2010 Interim Financial Statements has been filed with the Financial Services Authority.

The purpose of this supplement is to:

(1) incorporate by reference the 2010 Interim Financial Statements into the Base Prospectus; and

(2) update certain information included in the Base Prospectus following the publication of the 2010 Interim Financial Statements, the publication of new statistical data by the Government of Abu Dhabi and certain other developments in the Guarantor’s business activities as described in this Supplement.

If documents which are incorporated by reference themselves incorporate any information or other documents therein, either expressly or implicitly, such information or other documents will not form part of this Supplement for the purposes of the Prospectus Directive (Directive 2003/71/EC) except where such information or other documents are specifically incorporated by reference.

Copies of all documents incorporated by reference in the Base Prospectus can be obtained from the registered office of the Issuer and the specified office of the Paying Agent for the time being in London.

The Annex to this Supplement sets out certain information which replaces equivalent information included in the Base Prospectus. The table below identifies the new information included in the Annex and the information in the Base Prospectus which it replaces:

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New information in the Annex Information in the Base Prospectus replaced

Pages of Annex

Heading Pages of Base Prospectus

Heading

3 – 4 Presentation of Financial and Other Information 5 - 6 Presentation of Financial and Other Information

4 Presentation of Statistical Information 6 Presentation of Statistical Information

5 Certain Defined Terms and Conventions 6 Certain Defined Terms and Conventions

5 – 6 Cautionary Statement Regarding Forward-Looking Statements

6 – 7 Cautionary Statement Regarding Forward-Looking Statements

7 – 27 Risk Factors 9 – 29 Risk Factors

28 – 34 Overview of the Programme 30 – 36 Overview of the Programme

35 – 38 Overview of the UAE and Abu Dhabi 86 – 89 Overview of the UAE and Abu Dhabi

39 – 45 Relationship with the Government 90 – 96 Relationship with the Government

46 Capitalisation of the Group 97 Capitalisation of the Group

47 – 49 Selected Financial Information of the Group 98 – 99 Selected Financial Information of the Group

50 – 92 Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Group

100 – 134 Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Group

93 – 124 Description of the Group 135 – 165 Description of the Group

125 – 134 Management and Employees 166 – 175 Management and Employees

The Annex is presented in the form which shows (by way of underlining of new text and the strikethrough of old text) the changes which have been made by virtue of this Supplement to the sections described above.

Information which is updated by reference to one section of the Base Prospectus may be repeated or referred to in other sections of that document. Accordingly, to the extent that there is any inconsistency between (a) any statement in this Supplement and (b) any other statement in or incorporated by reference in the Base Prospectus, the statements in (a) above will prevail.

Save as disclosed in this Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus since the publication of the Base Prospectus.

In accordance with section 87Q(4) FSMA, investors who have agreed to purchase or subscribe for the Notes before the Supplement is published have the right, exercisable before the end of the period of two working days beginning with the working day after the date on which this Supplement was published, to withdraw their acceptances.

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ANNEX

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Unless otherwise indicated, the balance sheet, income statement and cash flow financial information included, or incorporated by reference, in this Base Prospectus relating to the Guarantor, its consolidated subsidiaries, jointly-controlled assets and equity accounted investees (the Group) has been derived from the audited consolidated financial statements of the Group as at and for the financial years ended 31 December 2009 (the 2009 Financial Statements) and 31 December 2008 (including the comparative information as at and for the financial year ended 31 December 2007) (the 2008 Financial Statements and, together with the 2009 Financial Statements, the Financial Statements) set forth elsewhereAnnual Financial Statements) and from the condensed consolidated unaudited reviewed interim financial statements of the Group as at and for the six months ended 30 June 2010 (the 2010 Interim Financial Statements and, together with the Annual Financial Statements, the Financial Statements) (including the comparative information as at and for the six months ended 30 June 2009), in each case incorporated by reference herein.

During the year ended 31 December 2009, the Group:

• applied revised IAS 1 (Presentation of Financial Statements (2007)). As a result, the Group has presented in the 2009 Financial Statements in the consolidated statement of comprehensive income all changes in equity other than those resulting from transactions with owners in their capacity as owners, including additional shareholder contributions and changes in ownership interests in subsidiaries (owner changes in equity). All owner changes in equity are presented in the consolidated statement of changes in equity. No equivalent presentation appears in the 2008 Financial Statements;

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

• made additional disclosures about fair value measurement and liquidity risk as required by amendments to IFRS 7.

During 2008, the Group acquired certain debt securities issued by three different listed Abu Dhabi companies which are mandatorily convertible and/or convertible at the option of the issuer into shares (the Mandatory Convertible Securities) and entered into a loan with a related party which is convertible into ordinary shares of the related party at the option of the Group (the Convertible Loan). In 2008, the Mandatory Convertible Securities were, for accounting purposes, separated into their debt and derivative components and recorded in the financial statements as loans and receivables and as derivative liabilities, respectively. The entire Convertible Loan was recorded as loans and receivables. In 2009, recognising that there is no cash settlement and the Mandatory Convertible Securities will convert into shares, management determined that it would be more appropriate to recognise the entire instrument at fair value through the profit and loss account. Management also determined to recognise the entire Convertible Loan at fair value through the profit and loss account. Accordingly, in 2009, both the Mandatory Convertible Securities and the Convertible Loan were retrospectively designated as fair value through profit and loss (FVTPL) instruments and comparative figures for 2008 were restated accordingly. The impact of this reclassification on the profit and loss and net equity of the Group in 2008 was insignificant. The reclassification did, however, result in an increase of FVTPL investments by AED 2,674.4 million in 2008 and a decrease in loans and receivables by AED 6,511.5 million in 2008 and derivative liabilities by AED 3,837.1 million in 2008, in each case as compared to the presentation adopted in the 2008 Financial Statements. See note 20(a) to the 2009 Financial Statements.

In connection with the preparation of the 2008 Financial Statements, the Group early adopted an amendment to IAS 23 (Borrowing Costs) which is effective for annual periods commencing on or after 1 January 2009. As a result, since 1 January 2008, the Group now capitalises all borrowing costs that are directly attributable to the acquisition, construction

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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. This change in accounting policy has been applied by the Group to borrowing costs relating to qualifying assets for which the commencement date for capitalisation is on or after 1 January 2008. For further information on this change in accounting policy, see note 3(b) to the 2008 Financial Statements.

Reflecting the above factors, unless otherwise stated herein:

• all financial information as at and for the six months ended 30 June 2010 and 30 June 2009 has been extracted from the 2010 Interim Financial Statements;

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

• all financial information as at and for the year ended 31 December 2007 has been extracted from the 2008 Financial Statements.

The Group’s 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 Annual Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board and the 2010 Interim Financial Statements have been prepared in accordance with IAS 34 on Interim Financial Reporting.

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 Company's website (www.mubadala.ae). The information provided on such website, other than the information expressly incorporated by reference herein, 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 Dhabi’s 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 Dhabi’s 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 Emirate’s nominal GDP for 2007. As a result of this survey, Abu Dhabi’s estimated nominal GDP data for 2007 was recalculated as was the data for prior years in line with the 2007 recalculation. Abu Dhabi’s 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 IMF and as part of a wider project aimed at significantly improving the quality and timeliness of the UAE’s 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.

www.mubadala.ae).

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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 and additional shareholder contributions in the form of subordinated interest-free non-repayable loans; 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 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 establishing the European Community, 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.

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 Guarantor’s 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”, “Management’s 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 Guarantor’s underlying assumptions prove to be incomplete or inaccurate, the Guarantor’s actual results of operation may vary from those expected, estimated or predicted.

The risks and uncertainties referred to above include:

• the Guarantor’s ability to obtain external financing or maintain sufficient capital to fund its existing and future investments and projects;

• the Guarantor’s ability to achieve and manage the growth of its business;

• actions taken by the Guarantor’s joint venture partners that may not be in accordance with its policies and objectives;

• the Guarantor’s ability to realise the benefits it expects from existing and future projects and investments it is undertaking or plans to or may undertake;

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• 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.

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RISK FACTORS

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

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

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

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

FACTORS THAT MAY AFFECT THE GUARANTOR’S ABILITY TO FULFIL ITS OBLIGATIONS UNDER THE GUARANTEE

Risks Relating to the Group and its Strategy

The Group has Significant Funding Requirements and the Company is Currently Reliant on the Government for a Major Part of its Funding

The Group anticipates that it will continue to make significant capital and investment expenditures in future years. A substantial portion of its anticipated capital and investment expenditure over the next five years is expected to relate to its global commercial finance joint venture with General Electric Company (see “Description of the Group—Business Units—Mubadala Capital”), its Masdar Project (see “Description of the Group—The Masdar Project”), certain real estate developments to be undertaken by it (see “Description of the Group—Business Units—Mubadala Real Estate & Hospitality”) and investments in oil and gas projects. The Group’s average annual capital and investment expenditure over the three years ended 31 December 2009 was AED 15.8 billion and, absent any significant opportunistic acquisitions, it anticipates that its capital and investment expenditure for 2010 is likely to be substantially in line with the average for the past three years, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Group—Capital and Investment Expenditure”.

The Group intends to fund its future capital and investment expenditures and its financial obligations (including obligations to pay principal and interest on the Notes) through capital contributions from the Government, borrowings from third parties (including by way of the issue of Notes under the Programme and through project financing) and internally generated cash flow. The availability of Group operating cash flow to the Issuer is limited. See “—Factors that may Affect the Issuer’s Ability to Fulfil its Obligations under Notes Issued under the Programme—The Issuer’s Assets are Limited to Inter-Company Loans made by it and the Availability of Group Operating Cash Flow to repay Inter-Company Loans to Finance Payments in respect of the Notes may be Limited”.

Once a year, the Company, based on its annual budget, proposes, and the Government approves, an amount of capital contribution to be granted to the Group. Since its establishment, the Company has received capital contributions from the Government totalling AED 47.7 billion as at 31 December 2009 and the CompanyGovernment has requestedapproved further capital contributions of up to AED 1313.0 billion in 2010, see "of which AED 2.2 billion had been received by the Company as at 30 June 2010, see “Relationship with the Government—Contributions 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.

While the Government has historically provided adequate cash and other contributions to the Company to support its projects and investment objectives, the Government is not legally obliged to fund any of the Group’s projects

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or investments and accordingly may not do so, even if it has previously approved the proposed budget for the project or investment concerned. Accordingly, there can be no assurance that the Company will continue to receive adequate contributions from the Government.

The Group’s ability to obtain external financing and the cost of such financing are dependent on numerous factors including general economic and market conditions, international interest rates, credit availability from banks or other lenders, investor confidence in the Group and the success of the Group’s businesses. There can be no assurance that external financing, either on a short-term or long-term basis and whether to fund new projects or investments or to repay existing financing, will be available or, if available, that such financing will be obtainable on terms that are not onerous to the Group.

In the event that the Company does not receive adequate financial support from the Government and alternative sources of financing are not available, this could have an adverse effect on the Group’s business, financial condition and results of operations and therefore on the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes. Potential investors should note that the Government does not guarantee the obligations of the Issuer or the Guarantor in respect of the Notes and the Noteholders therefore do not benefit from any legally enforceable Government backing. See generally, “Relationship with the Government”.

The Government’s Interests may, in Certain Circumstances, be Different from the Interests of the Noteholders

The Company was formed by the Government as a business development and investment company to lead the Government’s development strategy described under “Relationship with the Government”. In carrying out this mandate, the Group has made and intends to continue to make investments in a range of companies and joint ventures with the primary goal of achieving attractive financial returns and a secondary goal of contributing benefit to the economic and social fabric of Abu Dhabi and its nationals. As the Company’s sole shareholder, the Government is in a position to control the outcome of actions requiring shareholders’ approval and also has the ability to approve the election of all the members of the Company’s board of directors (the Board) and thus influence Board decisions. The interests of the Government may be different from those of the Company’s creditors (including the Noteholders). For example, decisions made by the Company’s four-member investment committee (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. In the absence of any specific investment restrictions, including those aimed at avoiding concentrations in particular countries, regions or industrial sectors or designed to mitigate other potential investment risks, such decisions may prove to be more risky than decisions that might otherwise have been made.

The Company has received from the Government significant grants of land, cash and other assets in recent years. These grants may be given subject to restrictions on their use and, except where the assets granted have been used by the Group in its business, may also be reclaimed by the Government. For this as well as other reasons, a significant part of the land granted to the Company by the Government is not yet recorded as an asset on the Group’s balance sheet. See notes 3(g)(i) and 36(a)(i) to the 2009 Financial Statements and note 15(a)(i) to the 2010 Interim Financial Statements.

The Notes will be Structurally Subordinated to the Claims of Creditors of the Company’s Subsidiaries and Incorporated Joint Ventures

The Company’s subsidiaries and incorporated joint ventures have incurred, and will continue to incur in the future, substantial amounts of debt in order to finance their operations. In the event of the insolvency of any of the subsidiaries or incorporated joint ventures of the Company, claims of secured and unsecured creditors of such entity, including trade creditors, banks and other lenders, will have priority with respect to the assets of such entity over any claims that the Company or the creditors of the Company, as applicable, may have with respect to such assets. Accordingly, if the Company became insolvent at the same time, claims of the Noteholders against the Company in respect of any Notes would be structurally subordinated to the claims of all such creditors of the Company’s subsidiaries and incorporated joint ventures. The Conditions of the Notes do not restrict the amount of indebtedness which the Group may incur including indebtedness of subsidiaries and joint ventures.

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The Group Depends on the Skill and Judgment of the Members of its Investment Committee and Board for all of its Major Investment Decisions

The Investment Committee is involved in the evaluation and endorsement for Board approval of all major investment decisions made by the Group and, subject to appropriate Board-delegated authority limits, in certain cases may approve investment decisions on its own behalf. The Group’s success is thus dependant to a significant extent on the skill and judgment of the members of the Investment Committee and the Board.

The Group may not be Able to Manage its Growth Successfully

The Group has expanded rapidly since 2004, diversifying its activities and expanding its geographic scope, and anticipates that this growth will continue at least in the near future. Although the Group has recruited management personnel with experience in the new industry sectors and jurisdictions in which it operates, the Group’s recent and anticipated future growth in its operations may challenge its managerial, operational, financial and other resources and its ability to engage, attract and retain additional qualified personnel.

Management of rapid growth requires, among other things, stringent control of financial systems and operations, the continued development of management controls, the hiring and training of new personnel and continued access to funds to finance the growth. It also significantly increases costs, including the cost of recruiting, training and retaining a sufficient number of professionals and the cost of compliance arising from exposure to additional activities and jurisdictions. These challenges will increase if the Group continues to expand into new businesses and jurisdictions. As the Group expands its operations, it may become subject to legal uncertainties or regulations to which it is not currently subject or from which it is currently exempt, which may lead to greater exposure to risk or higher compliance costs. The Group’s expected growth may also lead to organisational and cultural challenges as it strives to integrate its newly acquired businesses, including ensuring that adequate controls and supervisory procedures are in place. Furthermore, because members of the Group hold minority investments in a number of privately held companies, the Group may face additional challenges maintaining an overall system of internal controls which allows management to monitor the Group’s investments regularly and effectively. There can be no assurance that the Group’s existing systems and resources will be adequate to support the growth of its operations. Inability of the management to manage the Group’s operational expansion effectively could adversely affect the Group’s business, financial condition and results of operations and could therefore affect the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes.

The Company has a Limited Operating History and the Group’s Historical Financial Statements are of Limited Relevance in Assessing its Future Financial Performance or the Ability of the Issuer and the Guarantor to Perform their Respective Obligations in respect of any Notes

The Company commenced operations in 2002 and has only a limited history of operating as a corporate entity. The Group’s business and prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development. As a business with a limited operating history, there can be no assurance that the Group will be successful in implementing its business plan, and the failure to do so could have an adverse effect on the Group’s business, results of operations and financial condition and on the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes.

In addition, because of the Company’s relatively recent establishment, the fact that a number of its projects are still in the construction phase, the fact that it has made a number of significant investments over the period since its incorporation and the fact that it expects to enter into further projects and/or make further significant investments in future years, its historic financial statements may not be helpful in assessing the Group’s future cash flows, future results of operations or future rate of growth or the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes in the future.

Further, the Group’s results of operations for 2008 were adversely affected by the significant downturn in world economic conditions experienced during most of 2008 and a significant decline in oil prices in the second half of 2008. In particular, principally as a result of declining stock market valuations, the Group recorded approximately AED 11.8 billion in losses (including impairment losses) on its investments in joint ventures, associates and other companies in 2008. In addition, as a result of the decline in oil prices referred to above, the Group recorded an impairment loss of approximately AED 3.3 billion on the value of the reserves held by its subsidiary, Pearl Energy Limited (Pearl), in 2008

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(which was partially reversed in 2009 as oil prices recovered). The Group may record further losses (including impairment losses) in future periods should conditions similar to those described above recur.

The Group is Substantially Dependant on Two Customers for a Significant Proportion of its Revenues from the Sale of Goods and Services

In 2008, Dolphin Project sales to Tasweeq, the marketing entity of the State of 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 48.6 per cent. of the Group’s revenues from the sale of goods and services. In addition, 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 MROmaintenance, repair and overhaul (MRO) contract with the UAE Armed Forces) accounted for a further 16.2 per cent. of the Group’s revenues from the sale of goods and services in 2008. In 2009,2009 and the six months ended 30 June 2010, the corresponding percentages were 16.6 per cent. and 21.9 per cent., and 16.1 per cent. and 27.5 per cent., respectively. These projects and contract are described further under “Description of the Group—Business Units—Mubadala Infrastructure” and “Description of the Group—Business Units—Mubadala Services Ventures—Defence—Al Taif”, respectively. Any interruption to or termination of any of these projects or contracts could adversely affect the Group’s business, financial condition and results of operations and could therefore affect the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes.

The Government of the Kingdom of Saudi Arabia and the Government of Qatar have Entered into an Agreement that Purports to Grant the Kingdom of Saudi Arabia a Maritime Corridor Crossing the Route of the Export Pipeline

In 2006, the government of the Kingdom of Saudi Arabia (the KSA Government and the KSA, respectively), in correspondence to certain of Dolphin Energy's shareholders and then existing lenders, asserted certain maritime claims in relation to a maritime area in which part of the Dolphin Energy gas export pipeline between Qatar and the UAE (the Export Pipeline) is situated. In response to these assertions, the government of the UAE (the UAE Government) at that time confirmed in writing to the recipients of such correspondence that decision-making authority in respect of the Export Pipeline and the maritime area through which it runs rests exclusively with the UAE and Qatar. Dolphin Energy has confirmed that, to its knowledge, there were no further developments in respect of these claims.

In mid-June 2009, Dolphin Energy and its shareholders were informed by the General Secretary of the Permanent Boundaries Committee of the UAE that the KSA Government and the government of Qatar (the Qatar Government) on 5 July 2008 signed Joint Minutes (the Joint Minutes) pursuant to which Qatar purported to grant to the KSA, from within Qatar’s own maritime waters, a maritime corridor (the Maritime Corridor). The Maritime Corridor, approximately 5.5 kilometres in width and approximately 216 kilometres in length, crosses part of the route of the Export Pipeline. The Joint Minutes were subsequently approved by a decree of the Emir of Qatar and the King of the KSA and thereafter registered with the Secretariat of the United Nations on 19 March 2009. The Ministry of Foreign Affairs for the UAE Government has stated, in a letter to the UN Secretary General dated 16 June 2009, that, in addition to other reservations, that 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 Group’s Investment Activities Generally

Since the Company began operations in 2002, the Group has undertaken and is undertaking a number of significant projects including the Dolphin Project, the construction by Emirates Aluminium Company Limited PJSC

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(EMAL) of a greenfield aluminium smelter (see “Description of the Group—Business Units—Mubadala Industry—EMAL”), the Masdar Project, a significant joint venture with General Electric Company, a number of real estate projects and a number of university campus development projects on a public private partnership (PPP) basis. 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 Issuer’s and the Guarantor’s ability to fulfil their respective obligations in respect of any Notes.

Implementing Projects is Inherently Risky

When undertaking a new project, the Group faces a number of risks, including:

• requirements to make significant capital expenditures without receiving cash flow from the project concerned until future periods;

• possible shortage of available cash to fund construction and capital improvements and the related possibility that financing for such construction and capital improvements may not be available to the Group on suitable terms or at all;

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

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

• an inability to complete projects on schedule or within budgeted amounts;

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

• fluctuations in demand for the products produced by the project due to a number of factors, including market and economic conditions and competition from third parties, that may result in the Group’s investment not being profitable; and

• in relation to the Group’s real estate business, an inability to obtain desirable property locations.

There can be no assurance that any or all of the Group’s current or future projects will be completed in the anticipated timeframe or at all, whether as a result of the factors specified above or for any other reason, and inability to complete a project in the anticipated timeframe or at all could have an adverse effect on the Group’s business, financial condition and results of operations and could therefore affect the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes.

The Group’s projects are also exposed to a number of construction risks, including the following:

• an inability to find a suitable contractor either at the commencement of a project or following a default by an appointed contractor;

• default or failure by the Group’s contractors to finish projects on time and within budget;

• disruption in service and access to third parties;

• defective materials;

• shortages of materials, equipment and labour, adverse weather conditions, natural disasters, labour disputes, disputes with sub-contractors, accidents, changes in governmental priorities and other unforeseen circumstances; and

• escalating costs of construction materials and global commodity prices.

Moreover, continued growth through new projects and initiatives may also divert management’s capacity to deal with existing projects. Any of these factors could materially delay the completion of a project or materially increase the costs associated with a project in a manner that could have an adverse effect on the Group’s business, financial condition and results of operations and could therefore affect the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes.

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Significant Acquisitions could Prove to be Costly in terms of the Group’s Time and Resources and may Impose Post-acquisition Integration Risks

As part of its strategy, the Group may from time to time make substantial acquisitions. For example, in 2008 the Group acquired Pearl and, in 2009, the Group acquired a controlling interest in SR Technics Holdco I Gmbh (SR Technics) and also acquired the assets and liabilities of Gulf Aircraft Maintenance Company PJSC (GAMCO). These, and any other significant acquisitions the Group may make in the future, expose the Group to numerous risks including:

• diversion of management attention and financial resources that would otherwise be available for the ongoing development or expansion of existing operations;

• unexpected losses of key employees, customers and suppliers of the acquired operations;

• difficulties in integrating the financial, technological and management standards, processes, procedures and controls of the acquired business with those of the Group’s existing operations;

• challenges in managing the increased scope, geographic diversity and complexity of the Group’s operations;

• difficulties in obtaining any financing necessary to support the growth of the acquired businesses; and

• difficulties in mitigating contingent and/or assumed liabilities.

If the Group is unable to successfully to meet the challenges associated with any significant acquisitions it may make, this could have a material adverse effect on the Group’s business, financial condition and results of operations and could therefore affect the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes.

The Group may Invest in Joint Ventures and Companies that the Group does not Control or over which it only has Joint Control and this could Expose the Group to Additional Risks

The Group currently invests in, and expects to make additional investments in, joint ventures and companies that it does not control or over which it only has joint control. The Group also currently holds significant minority investments in public and non-public companies and may in the future also dispose of investments over time in a manner that results in it retaining only a minority interest.

Investments in which the Group has joint control with third parties will be subject to the risk that the other shareholders of the company in which the investment is made, who may have different business or investment objectives, may have the ability to block business, financial or management decisions which the Group believes are crucial to the success of the project or investment concerned, or work in concert to implement initiatives which may be contrary to the Group’s interests. In addition, any of the Group’s joint venture partners may be unable or unwilling to fulfil their obligations under the relevant joint venture or other agreements or may experience financial or other difficulties that may adversely impact the Group’s investment. In many of its joint ventures, the Group is reliant on the particular expertise of its joint venture partners and any failure by any such partner to perform its obligations in a diligent manner could also adversely impact the Group’s investment. The Group can give no assurance as to the performance of any of its joint venture partners.

Investments in which the Group only has a minority interest will be subject to the risk that the company in which the investment is made may make business, financial or management decisions with which the Group does not agree or that the majority shareholders or the management of the company may take risks or otherwise act in a manner that does not serve the Group’s interests. The Group’s equity investments in such companies may also be diluted if it does not partake in future equity or equity-linked fundraising opportunities.

If any of the foregoing were to occur, the Group’s business, financial condition and results of operations could be adversely affected and this could therefore affect the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes.

The Due Diligence Process that the Group Undertakes in Connection with New Projects and Investments may not Reveal all Relevant Facts

Before implementing a new project or making a new investment, the Group conducts due diligence to the extent it deems reasonable and appropriate based on the applicable facts and circumstances. The objective of the due diligence process is to identify attractive investment opportunities and to prepare a framework that may be used from the date of

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investment to drive operational performance and value creation. When conducting due diligence, the Group evaluates a number of important business, financial, tax, accounting, environmental and legal issues in determining whether or not to proceed with a project or an investment. Outside consultants, including legal advisers, accountants, investment banks and industry experts, are involved in the due diligence process in varying degrees depending on the type of project or investment. Nevertheless, when conducting due diligence and making an assessment regarding a project or an investment, the Group can only rely on resources available to it, including information provided by the target of the investment where relevant and, in some circumstances, third party investigations. In some cases, information cannot be verified by reference to the underlying sources to the same extent as the Group could for information produced from its own internal sources. The due diligence process may at times be subjective and the Group can offer no assurance that any due diligence investigation it carries out with respect to any project or investment opportunity will reveal or highlight all relevant facts that may be necessary or helpful in evaluating such opportunity. Any failure by the Group to identify relevant facts through the due diligence process may cause it to make inappropriate business decisions, which could have a material adverse effect on the Group’s business, financial condition and results of operations and could therefore affect the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes.

The Value of the Group’s Available for Sale and FVTPL Financial Assets may be Affected by Factors beyond the Group’s Control and Certain of the Group’s Available for Sale and FVTPL Financial Assets may be Difficult to Sell and these Factors may Adversely Affect the Group’s Ability to Generate Liquidity from the Sale of such Assets

The Group currently holds certain investments in public and non-public companies which are treated in its financial statements as “available for sale” financial assets or as FVTPL financial assets and accordingly are held at fair value on its balance sheet and revalued on each balance sheet date. As at 31 December 2009, 25.430 June 2010, 21.9 per cent. of the Group’s total assets were available for sale or FVTPL financial assets. The value of the Group’s available for sale and FVTPL financial assets may be volatile and is likely to fluctuate due to a number of factors beyond the Group’s control, including actual or anticipated fluctuations in the interim and annual results of the relevant companies and other companies in the industries in which they operate, market perceptions concerning the availability of additional securities for sale, general economic, social or political developments, changes in industry conditions, changes in government regulation, shortfalls in operating results from levels forecast by securities analysts, the general state of the securities markets and other material events, such as significant management changes, refinancings, acquisitions and dispositions.

In addition, a substantial proportion of the Group’s available for sale and FVTPL financial assets (including its investments in The Carlyle Group (Carlyle) described under “Description of the Group—Business Units—Mubadala Capital—Other Investments”) are in unlisted companies and the Group expects to continue to make investments in such companies. Because these investments are not traded on a public market, it is difficult to determine accurately determinethe fair value of such investments and it may be difficult to sell these investments if the need arises or if the Group determines such sale would be in its best interests. Even if the Group is able to sell these unlisted investments, the value received on such sale may not reflect the value at which they are held on the Group’s balance sheet and therefore any such sale could result in losses.

The Group’s available for sale and FVTPL financial assets also include investments in publicly traded companies and it expects to continue to invest in publicly traded securities. Because these investments typically represent substantial holdings in such publicly traded companies, it may be difficult for the Group to liquidate its position without materially adversely affecting the trading price of the relevant securities. Accordingly, the value the Group could obtain on a sale of its publicly traded securities could be substantially less than the value at which they were previously recorded. As a result, if the Group 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 Group’s business, financial condition and results of operations and could therefore affect the ability of the Issuer and the Guarantor to perform their respectiveobligations in respect of any Notes.

Significant Management Discretion is Involved in the Preparation of the Group’s Consolidated Financial Statements for any Period

The preparation of the Group’s consolidated financial statements requires management to make certain judgments, the most significant of which relate to:

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

• 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, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Group— Critical Accounting Judgments and Key Sources of Estimation Uncertainty”.

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

Risks Relating to the Oil and Gas Industry

Revenues from the production and sale of hydrocarbon products (net of royalties) accounted for 36.736.5 per cent. of the Group’s total revenues from the sale of goods and services in the six month period ended 30 June 2010, 36.7 per cent. of such total revenues in 2009, 80.9 per cent. of such total revenues in 2008 and 53.9 per cent. of such total revenues in 2007. Accordingly, the Group is significantly exposed to risks relating to the oil and gas industry and certain of these which may be material are summarised below. The realisation of any of the risks described below could have a material adverse impact on the Issuer's and the Guarantor's ability to fulfil their respective obligations under thein respect of any Notes.

Oil and Gas Operations are Subject to Numerous Operating, Regulatory and Market Risks

The Group’s oil and gas production operations are subject to all the risks typically associated with such operations, including market fluctuations in the prices of oil and natural gas, uncertainties related to the delivery and proximity of its reserves to pipelines, gathering systems, processing facilities and other transportation interruptions, extensive government regulation relating to prices, taxes, royalties, land tenure, allowable production and the export of oil and gas, premature decline of reservoirs, invasion of water into producing formations and many other aspects of the oil and gas business, many of which are beyond the control of the Group.

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

Oil and gas development and exploration activities are also dependent on the cost and availability of drilling and related equipment and drilling personnel and specialists in the particular areas where such activities will be conducted. The lack of availability or high cost of limited equipment such as drilling rigs or access restrictions may adversely affect the Group’s operations and may delay its development and exploration activities. In the geographic areas in which the Group operates there is significant demand for drilling rigs and other equipment. Failure by the Group to secure necessary equipment or personnel could adversely affect its business, results of operations and financial condition and could therefore affect the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes.

The Group could Face Significant Liabilities under Environmental and Safety Laws

Environmental contamination, toxicity and explosions from leakage and associated penalties are inherent risks to the oil and gas business. The Group may have to comply with national, state and local environmental laws and regulations in jurisdictions in which the Group operates which may affect its operations. These laws and regulations set various standards regulating certain aspects of health, safety, security and environmental quality, provide for civil and criminal penalties and other liabilities for the violation of such standards and establish in certain circumstances obligations to remediate current and former facilities and locations where operations are or were conducted. In addition, special provisions may be appropriate or required in environmentally sensitive areas of operation.

Significant liability could be imposed on members of the Group for damages, clean-up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous owners of property

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purchased by the Group, acts of sabotage or non-compliance with environmental laws or regulations. Such liability could have a material adverse effect on the Group’s business, financial condition and results of operations (either because of the cost implications for the Group or because of disruption to services provided at the relevant project or business). It may also result in a reduction of the value of the relevant project or business or affect the ability of the Group to dispose of such project or business.

The Group cannot predict what environmental legislation or regulations will be enacted in the future or how existing or future laws or regulations will be administered or enforced. Compliance with more stringent laws or regulations, or more vigorous enforcement policies of any regulatory authority, could in the future require material expenditures by the Group for the installation and operation of systems and equipment for remedial measures, any or all of which may have a material adverse effect on the Group’s business, results of operations and financial condition and could therefore affect the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes.

Revenues Derived from the Group’s Oil and Gas Assets may Fluctuate with Changes in Oil and Gas Prices

The Group’s business, financial condition, results of operations and future growth are partially dependent on the prices it is able to realise for its petroleum production. Historically, the markets for petroleum products have been volatile and such markets are likely to continue to be volatile in the future. Prices for oil are based on world supply and demand and are subject to large fluctuations in response to relatively minor changes to the demand for oil, whether the result of uncertainty or a variety of additional factors beyond the control of the Group, including actions taken by the Organization of the Petroleum Exporting Countries (OPEC) and adherence to agreed production quotas, war, terrorism, government regulation, social and political conditions in oil producing countries generally, economic conditions, prevailing weather patterns and meteorological phenomena such as storms and hurricanes and the availability of alternative sources of energy. It is impossible to predict accurately predict 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.$131.22 per barrel in July 2008 to a low of U.S.$38.60 per barrel in December 2008. In 2009, the monthly average price of the OPEC Reference Basket ranged from a low of U.S.$41.41 per barrel in February 2009 to a high of U.S.$76.29 per barrel in November 2009. In the six months ended 30 June 2010, the monthly average price of the OPEC Reference Basket ranged from a low of U.S.$72.99 per barrel in February 2010 to a high of U.S.$82.33 per barrel in April 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 Group’s revenues in 2008 and in the first half of 2009, respectively, and future volatility and, in particular, a sustained decline in the price of crude oil or natural gas, could have a material adverse effect on the Group’s revenues, operating income, cash flows and borrowing capacity and may require a reduction in the carrying value of the Group’s properties, its planned level of spending for exploration and development and the level of its reserves. No assurance can be given that prices will be sustained at levels that will enable the Group to operate its oil and gas businesses profitably.

The Group’s Exploration, Development and Production Licences may be Suspended, Terminated or Revoked prior to their Expiration and it may be Unable to Obtain or Maintain any Required Permits or Authorisations

The Group conducts its oil and gas operations under numerous exploration, development and production licences. Most of these licences may be suspended, terminated or revoked if the relevant Group licensee fails to comply with the licence requirements, does not make timely payments of levies and taxes for the use of the subsoil, systematically fails to provide information, goes bankrupt or fails to fulfil any capital expenditure or production obligations or, in the case of operations in some countries, at the discretion of the relevant government regulator. In addition, territorial disputes may call into question the validity of certain of the Group’s offshore licenses. The Group may not comply with certain licence requirements for some or all of its licence areas. If it fails to fulfil the specific terms of any of its licences or if it operates in its licence areas in a manner that violates applicable law, government regulators may impose fines or suspend or terminate its licences, any of which could have an adverse effect on the Group’s business, financial condition and results of operations and could therefore affect the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes.

In addition, to operate its oil and gas business as currently contemplated, the Group must obtain permits and authorisations to conduct operations, such as land allotments, approvals of designs and feasibility studies, pilot projects and development plans, and for the construction of any facilities onsite. It may not be able to obtain all required permits and authorisations. If the Group fails to receive any required permits or authorisations, it may have to delay its investment

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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 32.8 per cent. and 30.7 per cent. of the Group’s total revenues from the sale of goods and services in 2009.2009 and the six months ended 30 June 2010, respectively.Accordingly, the Group is significantly exposed to risks relating to the aircraft maintenance and repair industry and certain of these which may be material are summarised below. The realisation of any of the risks described below could have a material adverse impact on the Issuer's and the Guarantor's ability to fulfil their respective obligations under thein respect of any Notes.

Industry Cycles

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

Relationship with OEMs

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

Government Regulation

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

Competition

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

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become increasingly active in the MRO aftermarket. In addition, some of the Group'’s customers have the capability to perform certain kinds of maintenance, repair and overhaul on their equipment should they decide to do so.

Dependence on Key Customers

The Group is dependent on the servicing requirements of its principal customers. SR Technics, for instance, generates approximately one-fifth of its revenues from Swiss International Airlines and will lose significant turnover should that agreementany or all of its existing agreements not be extended beyond itstheir current term.terms, which expire on different dates between 2010 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, ADAT has significant exposure to Etihad Airways as its single biggest customer. and its current contract with ADAT expires at the end of 2011.

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

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

Aviation Liability Risks

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

Other General Risks

Economic Recessions or Downturns could Impair the Value of the Group’s Projects and Investments or Prevent it from Increasing its Project and Investment Base

TheA significant proportion of the Group may make’s investments are in projects and companies that are susceptible to economic recessions or downturns. During periods of adverse economic conditions, these projects and companies may experience decreased revenues, financial losses, difficulty in obtaining access to financing and increased funding costs. During such periods, these projects and companies may also have difficulty in expanding their businesses and operations and be unable to meet their debt service obligations or other expenses as they become due. Any of the foregoing could cause the value of the Group’s affected projects and investments to decline. In addition, during periods of adverse economic conditions, the Group may have difficulty accessing financial markets, which could make it more difficult or impossible to obtain funding for additional projects and investments and adversely affect its business, financial condition and results of operations.

During most of 2008 and intoSince early 2009,2008, global credit markets, particularly in the United States and Europe, have experienced difficult conditions of varying intensity. These challenging market conditions have resulted in reduced liquidity, greater volatility, widening of credit spreads and lack of price transparency in credit markets. The financial performance of the Group washas 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.

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Changes in Laws or Regulations, or a Failure to Comply with any Laws and Regulations, may Adversely Affect the Group’s Business

The Group and each project and company in which it invests are subject to laws and regulations enacted by national, regional and local governments. Such laws and regulations may relate to licensing requirements, environmental obligations, health and safety obligations and a range of other requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on the Group’s business, financial condition and results of operations. In addition, a failure to comply with applicable laws or regulations could have an adverse effect on the Group’s business, financial condition and results of operations which could therefore affect the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes.

The Group may Choose to Pursue Investment Opportunities in Countries in which it has no Previous Investment Experience including in Markets that have Greater Social, Economic and Political Risks

A significant portion of the Group’s projects and investments have been in the Middle East and North Africa (MENA) region, with a focus on Abu Dhabi in particular. However, the Group’s focus is not restricted regionally, and the Group 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 Group’s projects and investments. The Group cannot guarantee that its strategy will be successful in such markets. The projects and investments that the Group makes could lose some or all of their value and may generate returns that are substantially lower than those experienced by the Group through other projects and investments.

In addition, investments made by the Group in emerging market securities involve a greater degree of risk than an investment in securities of issuers based in developed countries. Among other things, emerging market securities investments may carry the risk of less publicly available information, more volatile markets, less sophisticated securities market regulation, less favourable tax provisions, 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.

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. The Group’s business may be affected by the financial, political and general economic conditions prevailing from time to time in the UAE and the Middle East. It is not possible to predict the occurrence of events or circumstances such as war or hostilities, or the impact of such occurrences, and no assurance can be given that the Group would be able to sustain its current profit levels if adverse political events or circumstances were to occur. A general downturn or instability in certain sectors of the UAE or the regional economy could have an adverse effect on the Group’s business, financial condition and results of operations. Investors should also note that the Group’s business and financial performance could be adversely affected by political, economic or related developments both within and outside the Middle East because of inter-relationships within the global financial markets.

Investors should also be aware that investments in emerging markets are subject to greater risks than those in more developed markets, including risks such as:

• political, social and economic instability;

• external acts of warfare and civil clashes;

• governments’ actions or interventions, including tariffs, protectionism, subsidies, expropriation of assets and cancellation of contractual rights;

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• regulatory, taxation and other changes in law;

• difficulties and delays in obtaining new permits and consents for the Group’s operations or renewing existing ones;

• potential lack of reliability as to title to real property in certain jurisdictions where the Group operates; and

• inability to repatriate profits and/or dividends.

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

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

The UAE’s Economy is Highly Dependent Upon its Oil Revenue

The UAE’s economy, and the economy of Abu Dhabi in particular, is highly dependent upon its oil revenue. The Group has historically been funded in large part by contributions made by the Government. In turn, these contributions in large part derive from the significant oil revenues of the Government. Declines in international prices for oil products in the future could therefore adversely affect the availability of funding for the Group from the Government which, in turn, could adversely affect the Group’s ability to fund its investments and on the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes.

Oil prices have fluctuated in response to changes in many factors over which the Group has no control. These factors include, but are not limited to:

• economic and political developments in oil producing regions, particularly in the Middle East;

• global and regional supply and demand, and expectations regarding future supply and demand, for oil products;

• the ability of members of OPEC and other crude oil producing nations to agree upon and maintain specified global production levels and prices;

• the impact of international environmental regulations designed to reduce carbon emissions;

• other actions taken by major crude oil producing or consuming countries;

• prices and availability of alternative fuels;

• global economic and political conditions;

• prices and availability of new technologies; and

• global weather and environmental conditions.

The Group’s Business may be Adversely Affected if the UAE dirham/U.S. dollar Peg were to be Removed or Adjusted

The Group maintains its accounts, and reports its results, in UAE dirham. As at the date of this 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 Group’s business, financial condition and results of operations which could therefore affect the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes.

FACTORS THAT MAY AFFECT THE ISSUER’S ABILITY TO FULFIL ITS OBLIGATIONS UNDER NOTES ISSUED UNDER THE PROGRAMME

The Issuer has a very Limited Operating History

As at the date of this Base Prospectus, the Issuer is a recently-established company with limited liability incorporated under the laws of The Netherlands on 26 March 2009 and only has a very limited operating history. The

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Issuer will not engage in any business activity other than the issuance of Notes under this Programme and other borrowing programmes established from time to time by the Guarantor, the making of loans to the Guarantor or other companies controlled by the Guarantor and other activities incidental or related to the foregoing. The Issuer is not expected to have any income but will receive payments from the Guarantor and/or from other companies controlled by the Guarantor in respect of loans made by the Issuer to those companies, which will be the only material sources of funds available to meet the claims of the Noteholders. As a result, the Issuer is subject to all the risks to which the Guarantor and other Group companies are subject, to the extent that such risks could limit their ability to satisfy in full and on a timely basis their respective obligations to the Issuer under any such loans. See “—Factors that may Affect the Guarantor’s Ability to Fulfil its Obligations under the Guarantee” for a further description of certain of these risks.

The Issuer’s Assets are Limited to Inter-Company Loans made by it and the Availability of Group Operating Cash Flow to repay Inter-Company Loans to Finance Payments in respect of the Notes may be Limited

The Issuer’s principal direct assets will consist of the inter-company loan made by it of the proceeds of each issue of Notes to the Company or another member of the Group. The Issuer will rely upon repayment of each inter-company loan or distributions or other payments from the Company to generate the funds necessary to pay principal and interest and other amounts payable with respect to each issue of Notes. In the absence of sufficient repayment of any inter-company loan, the Issuer’s ability to pay principal and interest and other amounts will depend on the Company’s ability to obtain additional external financing or capital contributions from the Government.

The Company conducts its operations principally through, and derives all of its revenues from, its subsidiaries and joint ventures (whether incorporated in the form of jointly controlled entities or unincorporated in the form of jointly controlled assets) and it does not anticipate that this will change in the near future. Most of the Group’s indebtedness has been incurred by the Company’s subsidiaries and joint ventures. Such indebtedness, in certain cases, contains covenants which prevent or restrict distributions to the Company until such time as the relevant indebtedness has been repaid. The ability of the subsidiaries and joint ventures to pay dividends or make other distributions or payments to the Company will be subject to the availability of profits or funds for the purpose which, in turn, will depend on the future performance of the entity concerned which, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that may be beyond its control. In addition, any such entity may be subject to restrictions on the making of such distributions contained in applicable laws and regulations. There can be no assurance that the Group’s individual businesses will generate sufficient cash flow from operations or that alternative sources of financing will be available at any time in an amount sufficient to enable these businesses to service their indebtedness, to fund their other liquidity needs and to make payments to the Company sufficient to allow its payment obligations under any inter-company loans and/or its guarantee of any Notes to be met.

If operating cash flows and other resources (for example any available debt or equity funding or the proceeds of asset sales) are not sufficient to repay obligations as they mature or to fund liquidity needs, any member of the Group may be forced, amongst other measures, to do one or more of the following:

• delay or reduce capital expenditures;

• forgo business opportunities, including acquisitions and joint ventures; or

• restructure or refinance all or a portion of its debt on or before maturity,

any or all of which could have an adverse effect on the Group’s business, financial condition and results of operations and therefore on the ability of the Issuer and the Guarantor to perform their respective obligations in respect of any Notes.

If any Group company were to fail to satisfy any of its debt service obligations or to breach any related financial or operating covenants, the lender could declare the full amount of the indebtedness to be immediately due and payable and could foreclose on any assets pledged as collateral. In the case of borrowings by the Group’s joint ventures, this failure could arise through actions taken by one or more of the Group’s joint venture partners. Further, the Group’s financing arr