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THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.

INTERNATIONAL PETROLEUM INVESTMENT COMPANY P.J.S.C.

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT (SEE "SOLICITATION AND DISTRIBUTION RESTRICTIONS" BELOW).

Date: 1 October 2018

International Petroleum Investment Company P.J.S.C. (IPIC) announces a consent solicitation and proposal to the eligible holders of the outstanding

U.S.$1,500,000,000 5.000 per cent. Notes due 2020 (Regulation S Notes ISIN: XS0558268891; Rule 144A Notes ISIN: US44985GAB77) (the 2020 Notes);

EUR 1,250,000,000 5.875 per cent. Notes due 2021 (ISIN: XS0605559821) (the 2021 Notes);

U.S.$1,500,000,000 5.500 per cent. Notes due 2022 (Regulation S Notes ISIN: XS0701035676; Rule 144A Notes ISIN: US44985GAD34) (the 2022 Notes);

EUR 850,000,000 3.625 per cent. Notes due 2023 (ISIN: XS0860584308) (the 2023 Notes);

GBP 550,000,000 6.875 per cent. Notes due 2026 (ISIN: XS0605560084) (the 2026 Notes); and

U.S.$750,000,000 6.875 per cent. Notes due 2041 (Regulation S Notes ISIN: XS0701227075; Rule 144A Notes ISIN: US44985GAE17) (the 2041 Notes)

(each a Series and together the Notes) of

IPIC GMTN Limited (the Issuer)

IPIC announces today an invitation (the Consent Solicitation) to eligible holders of the Notes to consent to (a) the substitution of Mubadala Development Company PJSC (Mubadala) for IPIC as guarantor, and MDC - GMTN B.V. (the MDC Issuer) for the Issuer as issuer, of the relevant Series; (b) certain amendments to Condition 10(f) contained within the terms and conditions (the Conditions) of the Notes to align Condition 10(f) with the equivalent provision contained in the terms and conditions for notes issued under Mubadala's Global Medium Term Note Programme (the Mubadala GMTN Conditions); (c) the reorganisation of IPIC by way of certain asset transfers from IPIC to Mubadala and the waiver by the Noteholders of any Event of Default (as defined in the Conditions) that may otherwise arise in connection with such asset transfers; and (d) certain consequential amendments to the Conditions, as proposed by IPIC (each a Proposal and together the Proposals) for approval by Extraordinary Resolution at a meeting of the Noteholders of such Series (each a Meeting and together the Meetings), and all as further described, and subject to the terms set out, in the Consent Solicitation Memorandum dated 1 October 2018 (the Consent Solicitation Memorandum).

The Consent Solicitation and the Proposal are being made on the terms and subject to the conditions contained in the Consent Solicitation Memorandum. This announcement should be read in conjunction with the Consent Solicitation Memorandum. Capitalised terms used but not otherwise defined in this announcement have the meanings given in the Consent Solicitation Memorandum.

Background to the Proposal

Following the merger of IPIC and Mubadala through the transfer of the government of Abu Dhabi's 100 per cent. shareholdings in each of IPIC and Mubadala to Mubadala Investment Company PJSC (MIC), each of IPIC and Mubadala have transferred and are proposing to transfer certain assets to the other or to other entities owned by MIC (the Asset Transfers).

As part of the Asset Transfers, IPIC transferred its investment in Compañia Española de Petróleos, S.A.U. (CEPSA) to Mubadala on 31 December 2017 and further proposes to transfer to Mubadala its investments in Borealis AG and NOVA Chemicals Corporation, together with OMV AG, Pak Arab Refinery Limited, Oil Search Limited and Cosmo Energy Holdings Co., Ltd.

In connection with the Asset Transfers, IPIC is providing Noteholders the opportunity pursuant to the Consent Solicitation to substitute the MDC Issuer for the Issuer as issuer, and Mubadala for IPIC as the guarantor, under the Notes.

Under the terms of the Notes it is an event of default if IPIC shall "cease or through an official action of its board of directors threaten to cease to carry on all or substantially all of its business or operations ... except for the purpose of and followed by a … reorganisation … on terms approved by an Extraordinary Resolution of the Noteholders".

Upon completion of the proposed Asset Transfers, IPIC will continue to carry on its remaining business and operations. However, IPIC wishes to avoid any suggestion that the completion of all of the proposed Asset Transfers could be interpreted as a cessation by IPIC of substantially all of its business or operations (or that any official action of its board of directors for the purposes of the completion of all of the proposed Asset Transfers could be interpreted as a threat to do so).

Therefore, as part of the IPIC Consent Solicitations, IPIC is inviting holders of the Notes to approve the proposed Asset Transfers and waive any event of default that may otherwise arise in connection with the proposed Asset Transfers. It is also proposing to pay the Consent Fee (as defined below) to those holders that submit their Consent Instructions in favour of the relevant Proposal by the relevant deadline for such submission.

In addition to the Notes, there are also certain guarantees granted by IPIC, specifically its guarantee of (i) the payment obligations of 1MDB Energy Limited under its USD 1.75bn 5.99% Guaranteed Notes due 2022 (the Public Guaranteed Obligations) on a joint and several basis with 1Malaysia Development Berhad (1MDB) and (ii) the notes and loans of Signum Magnolia Limited (the Signum Guaranteed Obligations and, together with the Public Guaranteed Obligations, the Guaranteed Obligations) which are collateralised by the USD 1.75bn 5.75% Guaranteed Notes due 2022 of 1MDB Energy (Langat) Limited guaranteed by 1MDB.

As the Guaranteed Obligations are not issued by the MIC Group, IPIC is providing holders of the Guaranteed Obligations, in connection with the Asset Transfers, the opportunity to receive an additional guarantee from Mubadala of IPIC's payment obligations in respect of the Guaranteed Obligations and payment of a consent fee in return for the waiver and replacement of certain terms under the Guaranteed Obligations (the Guaranteed Obligations Consent Solicitations and, together with the Consent Solicitations, the IPIC Consent Solicitations).

The substitution of Mubadala for IPIC as guarantor of the Notes, the provision of an additional guarantee by Mubadala of IPIC's payment obligations in respect of the Guaranteed Obligations and payment of the relevant consent fee will be conditional on the successful completion (in the sole determination of IPIC) of all of the IPIC Consent Solicitations (the IPIC Consent Completion Condition). However, IPIC may, in its complete discretion, waive this condition in respect of one or more Series upon the successful completion (in the sole determination of IPIC) of the relevant Consent Solicitation in respect of the relevant Series and complete such substitution, and pay the relevant Consent Fee, in respect of those Series only of the Notes.

If all of the IPIC Consent Solicitations are successful, IPIC will complete all of the proposed Asset Transfers. If any of the IPIC Consent Solicitations are not successful, IPIC still intends to undertake the proposed Asset Transfers to the extent this will not trigger any event of default or guarantor event, as applicable, under the relevant Notes (if any) and the Guaranteed Obligations.

Any such event of default or guarantor event will only be triggered upon a cessation by IPIC of "all or substantially all of its business or operations". Accordingly, IPIC will still be in a position to undertake significant asset transfers to Mubadala without triggering any event of default or guarantor event in respect of any remaining Series or the Guaranteed Obligations. The extent of such Asset Transfers may also depend on any transfers of assets to IPIC by entities owned by MIC and no assurance can be given that any such assets will be of the same quality as any assets transferred by IPIC to Mubadala and such assets could be of a materially lower quality to those currently owned by IPIC. In addition, no assurance can be given that the ratings of IPIC will not be negatively impacted in these circumstances.

Consent Fee

In relation to each Series, IPIC will pay to each Eligible Noteholder from whom a valid Consent Instruction (as defined in the Consent Solicitation Memorandum) in favour of the relevant Extraordinary Resolution (as defined below) is received by the Tabulation Agent by 5.00 p.m. (New York City time) on 15 October 2018 (the Consent Deadline), an amount equal to 0.10 per cent. of the nominal amount of the Notes that are the subject of such Consent Instruction (the Consent Fee), subject to such Consent Instruction not being revoked (in the limited circumstances in which such revocation is permitted). Where payable, IPIC will pay the Consent Fee in respect of the Notes that are the subject of such Consent Instructions no later than the third Payment Business Day following the Expiration Time (subject to the right of IPIC to extend, re-open and/or terminate any Consent Solicitation) (the date of such payment, the Payment Date).

Only Noteholders who deliver, or arrange to have delivered on their behalf, valid Consent Instructions in favour of the relevant Extraordinary Resolution by the Consent Deadline (which are not subsequently revoked, in the limited circumstances in which such revocation is permitted) will be eligible to receive the Consent Fee.

It is a term of the Consent Solicitation that Consent Instructions shall be irrevocable (save in certain limited circumstances as provided in the Consent Solicitation Memorandum).

Meeting

There will be a separate meeting of the Noteholders of each Series. At each Meeting, Noteholders will be invited to consider and, if thought fit, pass an extraordinary resolution (the Extraordinary Resolution) to approve the implementation of the Proposal as more fully described in the notice (the Notice) convening the Meeting.

The quorum required for the Meeting is one or more persons present and holding or representing in the aggregate not less than two-thirds in aggregate nominal amount of the relevant Series for the time being outstanding. To be passed, the Extraordinary Resolution requires a majority consisting of not less than 75 per cent. of the votes cast at the Meeting. 

The quorum at any adjourned Meeting (as defined in the Consent Solicitation Memorandum) will be one or more persons present holding or representing in the aggregate not less than one-third in aggregate nominal amount of the relevant Series for the time being outstanding. To be passed at an adjourned Meeting, an Extraordinary Resolution requires a majority in favour consisting of at least 75 per cent. of the votes cast at such adjourned Meeting.

If passed, the Extraordinary Resolution shall be binding on all Noteholders of all the Series, whether present or not at the Meeting and whether or not voting.

Consent Conditions

The implementation of each Consent Solicitation, and the related Proposal and Extraordinary Resolution, will be conditional on:

(a) (i) the passing of the relevant Extraordinary Resolution; and

(ii) the quorum required for, and the requisite majority of votes cast at, the relevant Meeting being satisfied by Eligible Noteholders, irrespective of any participation in the relevant Meeting by Ineligible Noteholders (and would also have been so satisfied if any Ineligible Noteholders who provide confirmation of their status as Ineligible Noteholders and waive their right to attend and vote (or be represented) at the relevant Meeting, had actually participated in such Meeting), including the satisfaction of such condition at an adjourned Meeting,

(together, the IPIC GMTN Consent Conditions);

(b) the satisfaction of the IPIC GMTN Consent Conditions in respect of each of the other Consent Solicitations;

(c) the successful completion (in the sole determination of IPIC) of the Guaranteed Obligations Consent Solicitations; and

(d) IPIC not having previously terminated the Consent Solicitations in accordance with the provisions for such termination set out in the Consent Solicitation Memorandum,

(together, the Consent Conditions).

IPIC may elect to waive some or all of the Consent Conditions in its sole discretion. 

Summary of the Proposal

As more fully described in the Consent Solicitation Memorandum, the main effect of the Proposal (if approved and implemented) will be:

(a) the substitution of Mubadala for IPIC as guarantor, and the MDC Issuer for the Issuer as issuer, of each relevant Series;

(b) certain amendments to Condition 10(f) contained within the Conditions of the Notes to align Condition 10(f) with the equivalent provision contained in the Mubadala GMTN Conditions;

(c) the approval by Noteholders of the reorganisation of IPIC by way of the proposed Asset Transfers and the waiver by the Noteholders of any Event of Default that may otherwise arise in connection with such Asset Transfers; and

(d) certain consequential amendments to the Conditions and the Agency Agreement relating to such Series to reflect and give effect to the changes referred to in (a) and (b) above, as set out in the Deed of Substitution.

A copy of each Agency Agreement, a draft of the Deed of Substitution and a draft of the Mubadala Deed of Guarantee are available from the date of the Consent Solicitation Memorandum to the conclusion of the relevant Meeting (including any adjourned Meeting) on request from the Tabulation Agent and from the specified offices of the Paying Agents;

Subject as set out in the Consent Solicitation Memorandum, IPIC may, at its option and in its sole discretion, extend, waive any condition of, amend or terminate any Consent Solicitation at any time (subject in each case to applicable law and the provisions for meetings of Noteholders of the relevant Series set out in Schedule 3 to the relevant Agency Agreements and as provided in this Consent Solicitation Memorandum, and provided that no amendment may be made to the terms of the relevant Extraordinary Resolution).

Ineligible Noteholder Payment

Any Noteholder who is not an Eligible Noteholder, on the basis that such Noteholder is either (i) a U.S. person and/or located or resident in the United States but is not a QIB and/or (ii) a person to whom the relevant Consent Solicitation cannot otherwise be lawfully made (each an Ineligible Noteholder) may be eligible, to the extent permitted by applicable laws and regulations, to receive payment of an equivalent amount to any applicable Consent Fee (the Ineligible Noteholder Payment).

To be eligible to receive the Ineligible Noteholder Payment, an Ineligible Noteholder must deliver, or arrange to have delivered on its behalf, a valid Ineligible Noteholder Confirmation that is received by the Tabulation Agent by 5.00 p.m. (New York City time) on 15 October 2018 and is not subsequently revoked, as more fully described in the Notice. Payment of any Ineligible Noteholder Payment is subject to the same Consent Conditions as for payment of any Consent Fee and payment of any Ineligible Noteholder Payment will only be made in the same circumstances as for payment of any Consent Fee.

The indicative timetable is summarised below:

The above dates and times are subject to the right of each of IPIC and the Issuer (where applicable) to extend, re-open, amend and/or terminate the Consent Solicitation or the Proposal (other than the terms of the Extraordinary Resolution) as described in the Consent Solicitation Memorandum and the passing of the Extraordinary Resolution at the first Meeting. Accordingly, the actual timetable may differ significantly from the timetable above.

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold their Notes when such intermediary would need to receive instructions from a Noteholder in order for such Noteholder to participate in, or (in the limited circumstances in which revocation is permitted) to validly revoke their instruction to participate in, the relevant Consent Solicitation and/or the relevant Proposal before the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission and (where permitted) revocation of Consent Instructions will be earlier than the relevant deadlines above.

Rating Agencies

Copies of the draft Deed of Substitution and the draft Mubadala Deed of Guarantee (together the Documents) have been reviewed by each of Fitch Ratings Ltd. (Fitch), S&P Global Ratings Europe Limited (S&P) and Moody's Investors Service Limited (Moody's). Fitch, S&P and Moody's have, based on the information provided to them, no comments in respect of the draft Documents, and each of Fitch, S&P and Moody's is expected to publish a press release shortly after the date of the Consent Solicitation Memorandum confirming that entry into the Documents will not, in and of themselves and at this time, result in the downgrade or withdrawal of the credit ratings assigned by it to the Notes.

Further details on the transactions can be obtained from:

THE SOLICITATION AGENTS

Requests for documentation and information in relation to the procedures for delivering Consent Instructions should be directed to:

TABULATION AGENT:

This announcement is released by International Petroleum Investment Company P.J.S.C. and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Consent Solicitation and the Proposal described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Carlos Obeid as an authorised signatory of International Petroleum Investment Company P.J.S.C.

DISCLAIMER This announcement must be read in conjunction with the Consent Solicitation Memorandum. The Consent Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to any Consent Solicitation. If any Noteholder is in any doubt as to the action it should take or is unsure of the impact of the implementation of any Extraordinary Resolution, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the relevant Consent Solicitation or otherwise participate at the relevant Meeting (including any adjourned such Meeting). None of the Issuer, the Solicitation Agents, the Tabulation Agent and the Paying Agents expresses any opinion about the terms of any Consent Solicitation or Extraordinary Resolution or makes any recommendation whether Noteholders should participate in the relevant Consent Solicitation or otherwise participate at the Meeting applicable to them.

None of the Solicitation Agents, the Tabulation Agent or the Paying Agents accepts any responsibility for the contents of this announcement or any other materials relating to the Consent Solicitation.

SOLICITATION AND DISTRIBUTION RESTRICTIONS

United States

The Consent Solicitations are only being made (a) in the United States, to QIBs, and (b) outside the United States, to persons other than "U.S. persons" (as defined in Regulation S under the Securities Act). Any purported participation in any Consent Solicitation resulting directly or indirectly from a violation of these restrictions will be invalid and any participation in any Consent Solicitation by a person that is located or resident in the United States or that is a U.S. person or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a beneficial owner that is giving instructions from within the United States or that is any U.S. person, but in any such case is not a QIB, will not be accepted.

Neither this announcement nor the Consent Solicitation Memorandum is an offer of securities for sale in the United States or to any U.S. person, except to QIBs. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The Notes, and the guarantees thereof, 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 in the United States or to, or for the account or benefit of, U.S. persons, unless an exemption from the registration requirements of the Securities Act is available.

Each Eligible Noteholder participating in any Consent Solicitation will represent that either (A) it and any beneficial owners of Notes it represents are QIBs or (B) it is not a U.S. person (as defined in Regulation S under the Securities Act), and is not acting for the account or benefit of any U.S. person, and that it is not located or resident in the United States.

For the purpose of the above paragraphs, United States and U.S. means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

General

The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law, and persons into whose possession this announcement and/or the Consent Solicitation Memorandum comes are required to inform themselves about, and to observe, any such restrictions. 

Nothing in this announcement or the Consent Solicitation Memorandum constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to sell any security in any jurisdiction and participation in any Consent Solicitation by a Noteholder in any circumstances in which such participation is unlawful will not be accepted.

In addition to the representations referred to above in respect of the United States, each Noteholder participating in any Consent Solicitation will be deemed to represent that it is an Eligible Noteholder. Any Consent Instructions from a Noteholder that is unable to make these representations will not be accepted. Each of the Issuer, the Solicitation Agents and the Tabulation Agents reserves the right, in its absolute discretion, to investigate, in relation to any submission of Consent Instructions, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason) that such representation is not correct, such Consent Instruction may be rejected.