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Notice of separate meetings

1 Oct 2018 14:58

RNS Number : 5718C

IPIC GMTN Limited

01 October 2018

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE, INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER.

International Petroleum Investment Company P.J.S.C.

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

(IPIC)

NOTICE OF SEPARATE MEETINGS

of 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)

EUR1,250,000,000 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) and

EUR850,000,000 3.625 per cent. Notes due 2023 (ISIN: XS0860584308) (the 2023 Notes)

GBP550,000,000 6.875 per cent. Notes due 2026 (ISIN: XS0605560084) (the 2026 Notes)

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

(an exempted company with limited liability incorporated in the Cayman Islands under the Companies Law (2018 Revision))

(the Issuer)

NOTICE IS HEREBY GIVEN that separate meetings (each a Meeting and together the Meetings) of the holders of each Series (the Noteholders) convened by IPIC will be held at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD on 31 October 2018 for the purpose of considering and, if thought fit, passing the applicable resolution set out below, with any implementation of that resolution being subject to the satisfaction of the condition set out in paragraph 7(b) thereof (the Eligibility Condition) and which such resolutions will, in each case, be proposed as an Extraordinary Resolution at the relevant Meeting in accordance with the provisions of the agency agreement dated 1 November 2010, as modified and/or supplemented and/or restated from time to time (the 2010 Agency Agreement), the amended and restated agency agreement dated 19 October 2011, as modified and/or supplemented and/or restated from time to time (the 2011 Agency Agreement) and the amended and restated agency agreement dated 26 November 2012, as modified and/or supplemented and/or restated from time to time (the 2012 Agency Agreement and, together with the 2010 Agency Agreement and the 2011 Agency Agreement, the Agency Agreements), each made between, among others, IPIC, the Issuer, The Bank of New York Mellon, London Branch (the Fiscal Agent) and the other agents named therein.

The first Meeting (in respect of the 2020 Notes) will commence at 10.00 a.m. (London time), with subsequent Meetings in respect of each other Series (in the order each Series is listed above) being held at 5 minute intervals thereafter or after the completion of the preceding Meeting (whichever is later).

NOTICE IS ALSO HEREBY GIVEN that, in respect of any Meeting where the necessary quorum for an Extraordinary Resolution is not obtained or a quorum is obtained and an Extraordinary Resolution passed but the Eligibility Condition not satisfied, separate adjourned Meetings of the Noteholders convened by IPIC will be held at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD on 15 November 2018 for the purpose of considering and, if thought fit, passing the applicable resolution set out below, with any implementation of that resolution being subject to the satisfaction of the Eligibility Condition and which such resolutions will, in each case, be proposed as an Extraordinary Resolution at the relevant adjourned Meeting in accordance with the provisions of the relevant Agency Agreement.

The first adjourned Meeting will commence at 10.00 a.m. (London time), with subsequent adjourned Meetings in respect of each other applicable Series (in the order each Series is listed above) being held at 5 minute intervals thereafter or after the completion of the preceding Meeting (whichever is later).

Unless the context otherwise requires, capitalised terms used but not defined in this Notice shall have the meaning given in the Agency Agreements, the terms and conditions of the Notes (the Conditions) or the Consent Solicitation Memorandum (as defined below), as applicable.

EXTRAORDINARY RESOLUTION

IN RESPECT OF THE U.S.$1,500,000,000 5.000 PER CENT. NOTES DUE 2020

"THAT this Meeting of the holders (together, the Noteholders) of the presently outstanding U.S.$1,500,000,000 5.000 per cent. Notes due 2020 (the Notes) of IPIC GMTN Limited (the Issuer) having the benefit of an agency agreement dated 1 November 2010 (the Agency Agreement), each made between, among others, International Petroleum Investment Company P.J.S.C. (IPIC), the Issuer, The Bank of New York Mellon, London Branch (the Fiscal Agent) and the other agents named therein:

1. assents to:

(i) the modification of the terms and conditions of the Notes (the Conditions) as set out in Part C of Schedule 2 to the Agency Agreement by 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 Notes;

(ii) certain amendments to Condition 10(f) contained within the Conditions of the Notes to delete the cessation of business language in order that Condition 10(f) is aligned with the equivalent provision contained in the terms and conditions for notes issued under Mubadala's Global Medium Term Note Programme;

(iii) the reorganisation of IPIC by way of the transfer by IPIC of 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., to Mubadala (the Asset Transfers) and the waiver by the Noteholders of any Event of Default (as defined in the Conditions) that may otherwise arise in connection with the Asset Transfers; and

(iv) certain consequential amendments to the Conditions and the Agency Agreement,

all as more fully set out in the Deed of Substitution (as defined in paragraph 4(a) of this Extraordinary Resolution);

2. approves the proposal (the Proposal) to which this Extraordinary Resolution relates described in the Consent Solicitation Memorandum, and its implementation on and subject to the conditions set out in paragraphs 3 to 9 of this Extraordinary Resolution;

3. sanctions every abrogation, modification, compromise or arrangement in respect of the rights of the Noteholders appertaining to the Notes against the Issuer or IPIC, whether or not such rights arise under the Conditions or the deed of guarantee dated 1 November 2010 executed by IPIC (in such capacity, the Guarantor), involved in or resulting from or to be effected by, the amendments referred to in paragraph 1 of this Extraordinary Resolution and their implementation;

4. authorises, directs, requests and empowers the Fiscal Agent to:

(a) concur in the amendments referred to in paragraph 1 of this Extraordinary Resolution and, in order to give effect to and implement such amendments, on or shortly after the passing of this Extraordinary Resolution, subject to the satisfaction of the condition set out in paragraphs 7, 8 and 9 below, to execute a deed of substitution (the Deed of Substitution) in the form of the draft produced to this Meeting and signed by the chairman of the Meeting (the Chairman) for the purpose of identification, with such amendments (if any) as may be requested by IPIC and/or Mubadala and approved by the Fiscal Agent; and

(b) execute and do, all such other deeds, instruments, acts and things as may be necessary or appropriate to carry out and give effect to this Extraordinary Resolution and the implementation of the Proposal;

5. authorises, requests and empowers:

(a) the execution of:

(i) a deed of guarantee (the Mubadala Deed of Guarantee) by Mubadala; and

(ii) the Deed of Substitution by the Issuer, the MDC Issuer, Mubadala, IPIC, the Fiscal Agent and the other agents named therein,

in each case to effect the modifications referred to in paragraph 1 of this Extraordinary Resolution, in the form of the drafts produced to this Meeting and signed by the Chairman for the purpose of identification, with such amendments (if any) as may be requested by IPIC and/or Mubadala and approved by the Fiscal Agent; and

(b) each of IPIC and the Issuer to execute and do all such other deeds, instruments, acts and things as may be necessary or appropriate to carry out and give effect to this Extraordinary Resolution and the implementation of the Proposal;

6. discharges and exonerates the Fiscal Agent from all liability for which it may have become or may become responsible under the Agency Agreements or the Notes in respect of any act or omission in connection with the Proposal, its implementation or this Extraordinary Resolution;

7. declares that the implementation of this Extraordinary Resolution shall be in all respects conditional on:

(a) the passing of this Extraordinary Resolution;

(b) the quorum required for, and the requisite majority of votes cast at, the Meeting being satisfied by Eligible Noteholders, irrespective of any participation in the 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 Meeting, had actually participated at the Meeting) and that, in the event the Extraordinary Resolution is passed at the Meeting but this condition is not satisfied, the Chairman is hereby authorised, directed, requested and empowered to adjourn this Meeting on the same basis (including quorum) as for an adjournment of the Meeting where the necessary quorum is not obtained, for the purpose of reconsidering resolutions 1 to 8 of this Extraordinary Resolution (with the exception of resolution 7(b) of this Extraordinary Resolution) at the adjourned Meeting, and in place of the foregoing provisions of resolution 7(b) the relevant condition will be satisfied if the quorum required for, and the requisite majority of votes cast at, the adjourned Meeting are satisfied by Eligible Noteholders irrespective of any participation in the adjourned 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 Meeting, had actually participated at the adjourned Meeting); and

8. declares that the implementation of this Extraordinary Resolution shall be in all respects conditional on:

(a) the satisfaction of the Consent Conditions relating to the 2021 Notes, the 2022 Notes, the 2023 Notes, the 2026 Notes and the 2041 Notes; provided that IPIC may, in its sole discretion and by notice delivered to a Notifying News Service and to the Clearing Systems for communication to Direct Participants (each such term as defined in the Consent Solicitation Memorandum) by no later than the date of the adjourned Meeting(s) (if any) at which the relevant extraordinary resolutions are to be considered, waive this requirement, in which case this Extraordinary Resolution shall not be so conditional; and

(b) the successful completion (in the sole determination of IPIC) of the Guaranteed Obligations Consent Solicitations (as defined below),

provided that IPIC may, in its sole discretion and by notice delivered to a Notifying News Service and to the Clearing Systems for communication to Direct Participants (each such term as defined in the Consent Solicitation Memorandum) by no later than the date of the last meeting (including any adjourned Meeting) in respect of the IPIC Consent Solicitations, waive this requirement (in whole or in part), in which case this Extraordinary Resolution shall not be so conditional;

9. declares that the implementation of this Extraordinary Resolution shall be in all respects conditional on IPIC not having previously terminated the Consent Solicitations in accordance with the provisions for such termination set out in the Consent Solicitation Memorandum; and

10. acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:

1MDB means 1Malaysia Development Berhad;

Consent Solicitations means the invitation by IPIC to all Eligible Noteholders to consent to the Proposals as described in the Consent Solicitation Memorandum and as the same may be amended in accordance with its terms;

Consent Solicitation Memorandum means the consent solicitation memorandum dated 1 October 2018 prepared by IPIC and the Issuer in relation to the Consent Solicitation;

Eligible Noteholder means each Noteholder who is (a) either (i) a qualified institutional buyer (within the meaning of Rule 144A under the Securities Act) (a QIB) and, if applicable, is acting on behalf of a beneficial owner who is also a QIB or (ii) located and resident outside the United States and not a U.S. person (as defined in Regulation S under the Securities Act) and (b) otherwise a person to whom the Consent Solicitation can be lawfully made and that may lawfully participate in the Consent Solicitation;

Guaranteed Obligations means the Public Guaranteed Obligations and the Signum Guaranteed Obligations;

Guaranteed Obligations Consent Condition means the successful completion (in the sole determination of IPIC) of the Guaranteed Obligations Consent Solicitations;

Guaranteed Obligations Consent Solicitations means the invitations by IPIC to holders of the Guaranteed Obligations to approve the waiver and replacement of certain terms under the Guaranteed Obligations in return for an additional guarantee from Mubadala of IPIC's payment obligations in respect of the Guaranteed Obligations and payment of a consent fee;

Ineligible Noteholder means each Noteholder who is not a person to whom the Consent Solicitation is being made, 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 Consent Solicitation cannot otherwise be lawfully made;

IPIC Consent Solicitations means the Consent Solicitations and the Guaranteed Obligations Consent Solicitations;

Public Guaranteed Obligations means the payment obligations of 1MDB Energy Limited under its USD 1.75bn 5.99% Guaranteed Notes due 2022, which are guaranteed by IPIC on a joint and several basis with 1MDB;

Securities Act means the U.S. Securities Act of 1933, as amended; and

Signum Guaranteed Obligations means the notes and loans of Signum Magnolia Limited which are collateralised by the USD 1.75bn 5.75% Guaranteed Notes due 2022 of 1MDB Energy (Langat) Limited guaranteed by 1MDB and further guaranteed by IPIC."

EXTRAORDINARY RESOLUTION

IN RESPECT OF THE EUR1,250,000,000 5.875 PER CENT. NOTES DUE 2021

"THAT this Meeting of the holders (together, the Noteholders) of the presently outstanding EUR1,250,000,000 5.875 per cent. Notes due 2021 (the Notes) of IPIC GMTN Limited (the Issuer) having the benefit of an agency agreement dated 1 November 2010 (the Agency Agreement), each made between, among others, International Petroleum Investment Company P.J.S.C. (IPIC), the Issuer, The Bank of New York Mellon, London Branch (the Fiscal Agent) and the other agents named therein:

1. assents to:

(iv) certain consequential amendments to the Conditions and the Agency Agreement,

all as more fully set out in the Deed of Substitution (as defined in paragraph 4(a) of this Extraordinary Resolution);

4. authorises, directs, requests and empowers the Fiscal Agent to:

5. authorises, requests and empowers:

(a) the execution of:

(i) a deed of guarantee (the Mubadala Deed of Guarantee) by Mubadala; and

(ii) the Deed of Substitution by the Issuer, the MDC Issuer, Mubadala, IPIC, the Fiscal Agent and the other agents named therein,

7. declares that the implementation of this Extraordinary Resolution shall be in all respects conditional on:

(a) the passing of this Extraordinary Resolution;

8. declares that the implementation of this Extraordinary Resolution shall be in all respects conditional on:

(a) the satisfaction of the Consent Conditions relating to the 2020 Notes, the 2022 Notes, the 2023 Notes, the 2026 Notes and the 2041 Notes; provided that IPIC may, in its sole discretion and by notice delivered to a Notifying News Service and to the Clearing Systems for communication to Direct Participants (each such term as defined in the Consent Solicitation Memorandum) by no later than the date of the adjourned Meeting(s) (if any) at which the relevant extraordinary resolutions are to be considered, waive this requirement, in which case this Extraordinary Resolution shall not be so conditional; and

(b) the successful completion (in the sole determination of IPIC) of the Guaranteed Obligations Consent Solicitations (as defined below),

10. acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:

1MDB means 1Malaysia Development Berhad;

Consent Solicitation Memorandum means the consent solicitation memorandum dated 1 October 2018 prepared by IPIC and the Issuer in relation to the Consent Solicitation;

Guaranteed Obligations means the Public Guaranteed Obligations and the Signum Guaranteed Obligations;

Guaranteed Obligations Consent Condition means the successful completion (in the sole determination of IPIC) of the Guaranteed Obligations Consent Solicitations;

IPIC Consent Solicitations means the Consent Solicitations and the Guaranteed Obligations Consent Solicitations;

Securities Act means the U.S. Securities Act of 1933, as amended; and

EXTRAORDINARY RESOLUTION

IN RESPECT OF THE U.S.$1,500,000,000 5.500 PER CENT. NOTES DUE 2022

"THAT this Meeting of the holders (together, the Noteholders) of the presently outstanding U.S.$1,500,000,000 5.500 per cent. Notes due 2022 (the Notes) of IPIC GMTN Limited (the Issuer) having the benefit of an agency agreement dated 19 October 2011 (the Agency Agreement), each made between, among others, International Petroleum Investment Company P.J.S.C. (IPIC), the Issuer, The Bank of New York Mellon, London Branch (the Fiscal Agent) and the other agents named therein:

1. assents to:

(iv) certain consequential amendments to the Conditions and the Agency Agreement,

all as more fully set out in the Deed of Substitution (as defined in paragraph 4(a) of this Extraordinary Resolution);

3. sanctions every abrogation, modification, compromise or arrangement in respect of the rights of the Noteholders appertaining to the Notes against the Issuer or IPIC, whether or not such rights arise under the Conditions or the deed of guarantee dated 19 October 2011 executed by IPIC (in such capacity, the Guarantor), involved in or resulting from or to be effected by, the amendments referred to in paragraph 1 of this Extraordinary Resolution and their implementation;

4. authorises, directs, requests and empowers the Fiscal Agent to:

(a) concur in the amendments referred to in paragraph 1 of this Extraordinary Resolution and, in order to give effect to and implement such amendments, on or shortly after the passing of this Extraordinary Resolution, subject to the satisfaction of the conditions set out in paragraphs 7, 8 and 9 below, to execute a deed of substitution (the Deed of Substitution) in the form of the draft produced to this Meeting and signed by the chairman of the Meeting (the Chairman) for the purpose of identification, with such amendments (if any) as may be requested by IPIC and/or Mubadala and approved by the Fiscal Agent; and

5. authorises, requests and empowers:

(a) the execution of:

(i) a deed of guarantee (the Mubadala Deed of Guarantee) by Mubadala; and

(ii) the Deed of Substitution by the Issuer, the MDC Issuer, Mubadala, IPIC, the Fiscal Agent and the other agents named therein,

7. declares that the implementation of this Extraordinary Resolution shall be in all respects conditional on:

(a) the passing of this Extraordinary Resolution;

8. declares that the implementation of this Extraordinary Resolution shall be in all respects conditional on:

(a) the satisfaction of the Consent Conditions relating to the 2020 Notes, the 2021 Notes, the 2023 Notes, the 2026 Notes and the 2041 Notes; provided that IPIC may, in its sole discretion and by notice delivered to a Notifying News Service and to the Clearing Systems for communication to Direct Participants (each such term as defined in the Consent Solicitation Memorandum) by no later than the date of the adjourned Meeting(s) (if any) at which the relevant extraordinary resolutions are to be considered, waive this requirement, in which case this Extraordinary Resolution shall not be so conditional; and

(b) the successful completion (in the sole determination of IPIC) of the Guaranteed Obligations Consent Solicitations (as defined below),

10. acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:

1MDB means 1Malaysia Development Berhad;

Consent Solicitation Memorandum means the consent solicitation memorandum dated 1 October 2018 prepared by IPIC and the Issuer in relation to the Consent Solicitation;

Guaranteed Obligations means the Public Guaranteed Obligations and the Signum Guaranteed Obligations;

Guaranteed Obligations Consent Condition means the successful completion (in the sole determination of IPIC) of the Guaranteed Obligations Consent Solicitations;

IPIC Consent Solicitations means the Consent Solicitations and the Guaranteed Obligations Consent Solicitations;

Securities Act means the U.S. Securities Act of 1933, as amended; and

EXTRAORDINARY RESOLUTION

IN RESPECT OF THE EUR850,000,000 3.625 PER CENT. NOTES DUE 2023

"THAT this Meeting of the holders (together, the Noteholders) of the presently outstanding EUR850,000,000 3.625 per cent. Notes due 2023 (the Notes) of IPIC GMTN Limited (the Issuer) having the benefit of an agency agreement dated 26 November 2012 (the Agency Agreement), each made between, among others, International Petroleum Investment Company P.J.S.C. (IPIC), the Issuer, The Bank of New York Mellon, London Branch (the Fiscal Agent) and the other agents named therein:

1. assents to:

(iv) certain consequential amendments to the Conditions and the Agency Agreement,

all as more fully set out in the Deed of Substitution (as defined in paragraph 4(a) of this Extraordinary Resolution);

4. authorises, directs, requests and empowers the Fiscal Agent to:

(a) concur in the amendments referred to in paragraph 1 of this Extraordinary Resolution and, in order to give effect to and implement such amendments, on or shortly after the passing of this Extraordinary Resolution, subject to the satisfaction of the conditions set out in paragraphs 7, 8 and 9 below, to execute a deed of substitution (the Deed of Substitution) in the form of the draft produced to this Meeting and signed by the chairman of the Meeting (the Chairman) for the purpose of identification, with such amendments (if any) as may be requested by IPIC and/or Mubadala and approved by the Fiscal Agent; and

5. authorises, requests and empowers:

(a) the execution of:

(i) a deed of guarantee (the Mubadala Deed of Guarantee) by Mubadala; and

(ii) the Deed of Substitution by the Issuer, the MDC Issuer, Mubadala, IPIC, the Fiscal Agent and the other agents named therein,

7. declares that the implementation of this Extraordinary Resolution shall be in all respects conditional on:

(a) the passing of this Extraordinary Resolution;

8. declares that the implementation of this Extraordinary Resolution shall be in all respects conditional on:

(a) the satisfaction of the Consent Conditions relating to the 2020 Notes, the 2021 Notes, the 2022 Notes, the 2026 Notes and the 2041 Notes; provided that IPIC may, in its sole discretion and by notice delivered to a Notifying News Service and to the Clearing Systems for communication to Direct Participants (each such term as defined in the Consent Solicitation Memorandum) by no later than the date of the adjourned Meeting(s) (if any) at which the relevant extraordinary resolutions are to be considered, waive this requirement, in which case this Extraordinary Resolution shall not be so conditional; and

(b) the successful completion (in the sole determination of IPIC) of the Guaranteed Obligations Consent Solicitations (as defined below),

10. acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:

1MDB means 1Malaysia Development Berhad;

Consent Solicitation Memorandum means the consent solicitation memorandum dated 1 October 2018 prepared by IPIC and the Issuer in relation to the Consent Solicitation;

Guaranteed Obligations means the Public Guaranteed Obligations and the Signum Guaranteed Obligations;

Guaranteed Obligations Consent Condition means the successful completion (in the sole determination of IPIC) of the Guaranteed Obligations Consent Solicitations;

IPIC Consent Solicitations means the Consent Solicitations and the Guaranteed Obligations Consent Solicitations;

Securities Act means the U.S. Securities Act of 1933, as amended; and

EXTRAORDINARY RESOLUTION

IN RESPECT OF THE GBP550,000,000 6.875 PER CENT. NOTES DUE 2026

"THAT this Meeting of the holders (together, the Noteholders) of the presently outstanding GBP550,000,000 6.875 per cent. Notes due 2026 (the Notes) of IPIC GMTN Limited (the Issuer) having the benefit of an agency agreement dated 1 November 2010 (the Agency Agreement), each made between, among others, International Petroleum Investment Company P.J.S.C. (IPIC), the Issuer, The Bank of New York Mellon, London Branch (the Fiscal Agent) and the other agents named therein:

1. assents to:

(iv) certain consequential amendments to the Conditions and the Agency Agreement,

all as more fully set out in the Deed of Substitution (as defined in paragraph 4(a) of this Extraordinary Resolution);

4. authorises, directs, requests and empowers the Fiscal Agent to:

(a) concur in the amendments referred to in paragraph 1 of this Extraordinary Resolution and, in order to give effect to and implement such amendments, on or shortly after the passing of this Extraordinary Resolution, subject to the satisfaction of the conditions set out in paragraphs 7, 8 and 9 below, to execute a deed of substitution (the Deed of Substitution) in the form of the draft produced to this Meeting and signed by the chairman of the Meeting (the Chairman) for the purpose of identification, with such amendments (if any) as may be requested by IPIC and/or Mubadala and approved by the Fiscal Agent; and

5. authorises, requests and empowers:

(a) the execution of:

(i) a deed of guarantee (the Mubadala Deed of Guarantee) by Mubadala; and

(ii) the Deed of Substitution by the Issuer, the MDC Issuer, Mubadala, IPIC, the Fiscal Agent and the other agents named therein,

7. declares that the implementation of this Extraordinary Resolution shall be in all respects conditional on:

(a) the passing of this Extraordinary Resolution;

8. declares that the implementation of this Extraordinary Resolution shall be in all respects conditional on:

(a) the satisfaction of the Consent Conditions relating to the 2020 Notes, the 2021 Notes, the 2022 Notes, the 2023 Notes and the 2041 Notes; provided that IPIC may, in its sole discretion and by notice delivered to a Notifying News Service and to the Clearing Systems for communication to Direct Participants (each such term as defined in the Consent Solicitation Memorandum) by no later than the date of the adjourned Meeting(s) (if any) at which the relevant extraordinary resolutions are to be considered, waive this requirement, in which case this Extraordinary Resolution shall not be so conditional; and

(b) the successful completion (in the sole determination of IPIC) of the Guaranteed Obligations Consent Solicitations (as defined below),

10. acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:

1MDB means 1Malaysia Development Berhad;

Consent Solicitation Memorandum means the consent solicitation memorandum dated 1 October 2018 prepared by IPIC and the Issuer in relation to the Consent Solicitation;

Guaranteed Obligations means the Public Guaranteed Obligations and the Signum Guaranteed Obligations;

Guaranteed Obligations Consent Condition means the successful completion (in the sole determination of IPIC) of the Guaranteed Obligations Consent Solicitations;

IPIC Consent Solicitations means the Consent Solicitations and the Guaranteed Obligations Consent Solicitations;

Securities Act means the U.S. Securities Act of 1933, as amended; and

EXTRAORDINARY RESOLUTION

IN RESPECT OF THE U.S.$750,000,000 6.875 PER CENT. NOTES DUE 2041

"THAT this Meeting of the holders (together, the Noteholders) of the presently outstanding U.S.$750,000,000 6.875 per cent. Notes due 2041 (the Notes) of IPIC GMTN Limited (the Issuer) having the benefit of an agency agreement dated 19 October 2011 (the Agency Agreement), each made between, among others, International Petroleum Investment Company P.J.S.C. (IPIC), the Issuer, The Bank of New York Mellon, London Branch (the Fiscal Agent) and the other agents named therein:

1. assents to:

(iv) certain consequential amendments to the Conditions and the Agency Agreement,

all as more fully set out in the Deed of Substitution (as defined in paragraph 4(a) of this Extraordinary Resolution);

4. authorises, directs, requests and empowers the Fiscal Agent to:

(a) concur in the amendments referred to in paragraph 1 of this Extraordinary Resolution and, in order to give effect to and implement such amendments, on or shortly after the passing of this Extraordinary Resolution, subject to the satisfaction of the conditions set out in paragraphs 7, 8 and 9 below, to execute a deed of substitution (the Deed of Substitution) in the form of the draft produced to this Meeting and signed by the chairman of the Meeting (the Chairman) for the purpose of identification, with such amendments (if any) as may be requested by IPIC and/or Mubadala and approved by the Fiscal Agent; and

5. authorises, requests and empowers:

(a) the execution of:

(i) a deed of guarantee (the Mubadala Deed of Guarantee) by Mubadala; and

(ii) the Deed of Substitution by the Issuer, the MDC Issuer, Mubadala, IPIC, the Fiscal Agent and the other agents named therein,

7. declares that the implementation of this Extraordinary Resolution shall be in all respects conditional on:

(a) the passing of this Extraordinary Resolution;

8. declares that the implementation of this Extraordinary Resolution shall be in all respects conditional on:

(a) the satisfaction of the Consent Conditions relating to the 2020 Notes, the 2021 Notes, the 2022 Notes, the 2023 Notes and the 2026 Notes; provided that IPIC may, in its sole discretion and by notice delivered to a Notifying News Service and to the Clearing Systems for communication to Direct Participants (each such term as defined in the Consent Solicitation Memorandum) by no later than the date of the adjourned Meeting(s) (if any) at which the relevant extraordinary resolutions are to be considered, waive this requirement, in which case this Extraordinary Resolution shall not be so conditional; and

(b) the successful completion (in the sole determination of IPIC) of the Guaranteed Obligations Consent Solicitations (as defined below),

10. acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:

1MDB means 1Malaysia Development Berhad;

Consent Solicitation Memorandum means the consent solicitation memorandum dated 1 October 2018 prepared by IPIC and the Issuer in relation to the Consent Solicitation;

Guaranteed Obligations means the Public Guaranteed Obligations and the Signum Guaranteed Obligations;

Guaranteed Obligations Consent Condition means the successful completion (in the sole determination of IPIC) of the Guaranteed Obligations Consent Solicitations;

IPIC Consent Solicitations means the Consent Solicitations and the Guaranteed Obligations Consent Solicitations;

Securities Act means the U.S. Securities Act of 1933, as amended; and

BACKGROUND

IPIC has convened the Meetings for the purpose of enabling Noteholders to consider and resolve, if they think fit, to pass the relevant Extraordinary Resolution proposed in relation to the Notes of the relevant Series, with any implementation of that Extraordinary Resolution being subject to satisfaction of the Eligibility Condition.

Noteholders are further given notice that IPIC has invited Eligible Noteholders (as defined in the relevant Extraordinary Resolution set out above) of each Series (each such invitation, a Consent Solicitation) to consent to the relevant proposal by IPIC (each such proposal, a Proposal) as further described in the Consent Solicitation Memorandum (as defined in paragraph 10 of the Extraordinary Resolutions set out above).

The Consent Solicitations are only being made, and the Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitations are only for distribution or to be made available to Eligible Noteholders.

The purpose of each Consent Solicitation and Proposal is (a) the substitution of Mubadala for IPIC as guarantor, and MDC - GMTN B.V. (the MDC Issuer) for the Issuer as issuer, of the Notes; (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 terms and conditions for notes issued under Mubadala's Global Medium Term Note Programme; (c) the approval by Noteholders of the reorganisation of IPIC by way of certain asset transfers from IPIC to Mubadala; and (d) certain consequential amendments to the Conditions and the Agency Agreement.

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). See "Management's Discussion and Analysis of Financial Condition and Results of Operations of the Group - Principal Components of, and Key Factors Affecting, Results of Operations - Transfer of CEPSA and other proposed asset transfers and assumption of liabilities" on pages 137 to 138 of the Mubadala Base Prospectus for further details of such 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 Solicitations to substitute the MDC Issuer for the IPIC Issuer as issuer, and Mubadala for IPIC as the guarantor, under the Notes.

Further, 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 proposing to provide holders of the Guaranteed obligations with 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).

Under the terms of the Notes and the Guaranteed Obligations it is an event of default or guarantor event, as applicable, 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 relevant notes and obligations to approve the proposed Asset Transfers and waive any event of default or guarantor event, as applicable, that may otherwise arise in connection with the proposed Asset Transfers. It is also proposing to pay the relevant consent fee to those holders that submit their consent instructions in favour of the relevant proposal by the relevant deadline for such submission.

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 Extraordinary Resolution is received by the Tabulation Agent by the Consent Deadline of 5.00 p.m. (New York City time) on 15 October 2018, a Consent Fee (which is an amount equal to 0.10 per cent. of the nominal amount of the Notes that are the subject of the relevant Consent Instruction), subject to Consent Instruction the conditions set out in the Consent Solicitation Memorandum. Only Eligible Noteholders who deliver, or arrange to have delivered on their behalf, valid Consent Instructions in favour of the Extraordinary Resolution by the Consent Deadline will, subject to the conditions set out in the Consent Solicitation Memorandum, be eligible to receive the Consent Fee, all as more fully described in the Consent Solicitaiton Memorandum.

Noteholders who have not delivered or arranged for the delivery of a Consent Instruction as provided above but who wish to attend and vote at the relevant Meeting in person or to make other arrangements to be represented or to vote at the relevant Meeting may do so in accordance with the voting and quorum procedures set out in the Notice and the provisions for meetings of Noteholders set out in Schedule 3 to the relevant Agency Agreement. However, such Noteholders will not be eligible to receive any Consent Fee. Only Noteholders who deliver, or arrange to have delivered on their behalf, valid Consent Instructions by the relevant deadlines will be eligible to receive the Consent Fee.

INELIGIBLE NOTEHOLDER PAYMENT

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 (which is an amount equal to 0.10 per cent. of the nominal amount of the Notes that are the subject of the relevant Ineligible Noteholder Confirmation (as defined below)) (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 (the Ineligible Instruction Deadline) and is not subsequently revoked. 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.

Only Ineligible Noteholders may submit Ineligible Noteholder Confirmations and be eligible to receive the Ineligible Noteholder Payment. By delivering, or arranging for the delivery on its behalf, of an Ineligible Noteholder Confirmation in accordance with the procedures described below, an Ineligible Noteholder shall be deemed to agree, acknowledge and represent to the Issuer, IPIC, the MDC Issuer, Mubadala, the Tabulation Agent and the Solicitation Agents that it is an Ineligible Noteholder. Eligibility for the Ineligible Noteholder Payment is subject in each case to the relevant Extraordinary Resolution being passed at the relevant Meeting (or any adjourned such Meeting) and implemented by the Issuer.

Where payable, Ineligible Noteholder Payments are expected to be paid by IPIC to the relevant Ineligible Noteholders on or around the third Payment Business Day immediately following the relevant Expiration Time.

By submitting an Ineligible Noteholder Confirmation by the relevant Ineligible Instruction Deadline, an Ineligible Noteholder may either (a) confirm only its status as an Ineligible Noteholders (which is all that is required for that Ineligible Noteholder to be eligible to receive the Ineligible Noteholder Payment) or (b) also instruct one or more representatives of the Tabulation Agent as its proxy to attend the relevant Meeting (and any adjourned such Meeting) and vote in the manner specified or identified in such Ineligible Noteholder Confirmation in respect of the relevant Extraordinary Resolution.

To be eligible to receive the Ineligible Noteholder Payment, each Noteholder who submits an Ineligible Noteholder Confirmation must not attend, or seek to attend, the relevant Meeting in person or make any other arrangements to be represented at the relevant Meeting. Ineligible Noteholders may choose to attend and vote at the relevant Meeting in person or to make other arrangements to be represented or to vote at the relevant Meeting in accordance with the provisions for meetings of Noteholders set out in the relevant Agency Agreement, and as described in this Notice. However, any such Ineligible Noteholder will not be eligible to receive the Ineligible Noteholder Payment, irrespective of whether such Ineligible Noteholder has delivered an Ineligible Noteholder Confirmation.

Submission of Ineligible Noteholder Confirmations in respect of Euroclear/Clearstream Notes

The following Notes (together the Euroclear/Clearstream Notes) are held by a common depositary for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, S.A. (Clearstream, Luxembourg):

U.S.$1,500,000,000 5.000 per cent. Notes due 2020 (ISIN: XS0558268891)

EUR1,250,000,000 5.875 per cent. Notes due 2021 (ISIN: XS0605559821)

U.S.$1,500,000,000 5.500 per cent. Notes due 2022 (ISIN: XS0701035676)

EUR850,000,000 3.625 per cent. Notes due 2023 (ISIN: XS0860584308)

GBP550,000,000 6.875 per cent. Notes due 2026 (ISIN: XS0605560084)

U.S.$750,000,000 6.875 per cent. Notes due 2041 (ISIN: XS0701227075)

In respect of any Euroclear/Clearstream Notes, the submission of Euroclear/Clearstream Ineligible Noteholder Confirmations (as defined below) will be deemed to have occurred upon receipt by the Tabulation Agent from Euroclear or Clearstream, Luxembourg, as applicable, of a valid instruction (a Euroclear/Clearstream Ineligible Noteholder Confirmation) submitted in accordance with the requirements of Euroclear or Clearstream, Luxembourg, as applicable. Each such Euroclear/Clearstream Ineligible Noteholder Confirmation must specify, among other things, the aggregate nominal amount of the Euroclear/Clearstream Notes of the relevant Series to which such Euroclear/Clearstream Ineligible Noteholder Confirmation relates and the securities account number at Euroclear or Clearstream, Luxembourg, as applicable, in which the relevant Euroclear/Clearstream Notes are held. The receipt of such Euroclear/Clearstream Ineligible Noteholder Confirmation by Euroclear or Clearstream, Luxembourg, as applicable, will be acknowledged in accordance with the standard practices of Euroclear or Clearstream, Luxembourg, as applicable, and will result in the blocking of the relevant Euroclear/Clearstream Notes in the relevant Ineligible Noteholder's account with Euroclear or Clearstream, Luxembourg, as applicable, so that no transfers may be effected in relation to such Euroclear/Clearstream Notes until the earlier of (i) the date on which the relevant Euroclear/Clearstream Ineligible Noteholder Confirmation is validly revoked (including its automatic revocation on the termination of the related Consent Solicitation) and (ii) the conclusion of the relevant Meeting (or, if applicable, until conclusion of the relevant adjourned Meeting).

Only Euroclear/Clearstream Participants (each as defined under "Voting and Quorum" below) may submit Euroclear/Clearstream Ineligible Noteholder Confirmations. Each beneficial owner of Notes who is an Ineligible Noteholder and is not a Euroclear/Clearstream Participant must arrange for the Euroclear/Clearstream Participant through which such beneficial owner of Notes who is an Ineligible Noteholder holds its Euroclear/Clearstream Notes to submit a Euroclear/Clearstream Ineligible Noteholder Confirmation on its behalf to Euroclear or Clearstream, Luxembourg, as applicable, before the deadlines specified by Euroclear or Clearstream, Luxembourg, as applicable.

Submission of Ineligible Noteholder Confirmations in respect of DTC Notes

The following Notes (together the DTC Notes) are held through The Depository Trust Company (DTC) and represented by global Notes registered in the name of a nominee for DTC:

U.S.$1,500,000,000 5.000 per cent. Notes due 2020 (ISIN: US44985GAB77)

U.S.$1,500,000,000 5.500 per cent. Notes due 2022 (ISIN: US44985GAD34)

U.S.$750,000,000 6.875 per cent. Notes due 2041 (ISIN: US44985GAE17)

IPIC and the Issuer expects DTC to appoint the DTC Participants (as defined under "Voting and Quorum" below) as at 5.00 p.m. (New York City time) on 14 October 2018 (the DTC Record Date) as its proxies under an omnibus proxy (the Omnibus Proxy) in respect of the nominal amount of the DTC Notes shown in its records as being held by those DTC Participants on the DTC Record Date (in each case the DTC Recorded Principal Amount).

In respect of any DTC Notes, the submission of a DTC Ineligible Noteholder Form of Sub-Proxy (as defined below) will be deemed to have occurred upon receipt by the Tabulation Agent from a DTC Participant of a duly completed and signed instrument in writing in the English language in substantially the form set out in the Annex to this Notice which, among other things, confirms that the relevant Noteholder is an Ineligible Noteholder (a DTC Ineligible Noteholder Form of Sub-Proxy).

Each such DTC Ineligible Noteholder Form of Sub-Proxy must also specify, among other things, the aggregate DTC Recorded Principal Amount of the DTC Notes which are the subject of such DTC Ineligible Noteholder Form of Sub-Proxy.

Only DTC Participants may submit a DTC Ineligible Noteholder Form of Sub-Proxy. Each beneficial owner of DTC Notes who is an Ineligible Noteholder and is not a DTC Participant, must arrange for the DTC Participant through which such beneficial owner of DTC Notes who is an Ineligible Noteholder holds its DTC Notes to complete and deliver a DTC Ineligible Noteholder Form of Sub-Proxy on its behalf to the Tabulation Agent before the Global Ineligible Instruction Deadline.

By submitting a DTC Ineligible Noteholder Form of Sub-Proxy, each DTC Participant agrees that it will not transfer such Notes, in each case from the date the relevant DTC Ineligible Noteholder Form of Sub-Proxy is submitted until the earlier of (i) the date on which the relevant DTC Ineligible Noteholder Form of Sub-Proxy is validly revoked (including its automatic revocation on the termination of the relevant Consent Solicitation), and (ii) the conclusion of the relevant Meeting (or, if applicable, until conclusion of the relevant adjourned Meeting).

The method of delivery of any DTC Ineligible Noteholder Form of Sub-Proxy is at the election and risk of the relevant Ineligible Noteholder.

General

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold their Notes as to when such intermediary would need to receive instructions from a Noteholder in order for such Noteholder to submit an Ineligible Noteholder Confirmation by the deadline specified above. The deadlines set by any such intermediary and each clearing system for the submission and revocation of Ineligible Noteholder Confirmations will be earlier than the deadline specified above.

TRANSFER RESTRICTIONS

If an Extraordinary Resolution is passed and implemented in respect of any Series, the transfer restrictions set out on pages 259 to 265 of the Mubadala Base Prospectus (as defined below) will apply to the relevant Notes from the date of the implementation of the Proposal, as though (i) such date were a new Issue Date of the relevant Notes and (ii) such Notes were Registered Notes.

Accordingly, any Noteholder who is, as of the date of the implementation of the relevant Proposal, both a U.S. person (as defined in Regulation S under the Securities Act) and a QIB and who holds its Notes through a global note shall not, beginning on such date, offer, sell or transfer its Notes except in a transaction that would comply with the transfer restrictions applicable to a Rule 144A note as if those restrictions applied to such Noteholder.

GENERAL

A copy of the Consent Solicitation Memorandum is available on request from the Tabulation Agent, the details for which are set out below. An Eligible Noteholder will be required to produce evidence satisfactory to the Tabulation Agent or the Solicitation Agents as to his or her status as an Eligible Noteholder before being sent a copy of the Consent Solicitation Memorandum.

Copies of (i) the Agency Agreements and the Consent Solicitation Memorandum; and (ii) the current drafts of the Deed of Substitution and the Mubadala Deed of Guarantee as referred to in paragraphs 4 and 5 of each Extraordinary Resolution, are also available for inspection by Noteholders (a) on and from the date of this Notice up to and including the date of the Meetings, at the specified offices of the Tabulation Agent and the Fiscal Agent during normal business hours on any week day (Saturdays, Sundays and public holidays excepted) up to and including the date of the Meetings and (b) at the Meetings and at the offices of Allen & Overy LLP at One Bishops Square, London E1 6AD, United Kingdom for 15 minutes before the Meetings. Any revised version of the draft Deed of Substitution and Mubadala Deed of Guarantee made available as described above and marked to indicate changes to the draft made available on the date of this Notice will supersede the previous draft and Noteholders will be deemed to have notice of any such changes.

The attention of Noteholders is particularly drawn to the procedures for voting, quorum and other requirements for the passing of the Extraordinary Resolutions at the Meetings or any meeting held following any adjournment of any Meeting, which are set out in paragraph 3 of "Voting and Quorum" below. Having regard to such requirements, Noteholders are strongly urged either to attend the relevant Meeting or to take steps to be represented at the relevant Meeting (including by way of submitting Consent Instructions or Ineligible Noteholder Confirmations) as soon as possible.

INCORPORATION OF INFORMATION BY REFERENCE

IPIC is "incorporating by reference" into this Notice certain of the current documentation relating to the global medium term note programme for the issue of Notes established on 28 April 2009 by the MDC Issuer and unconditionally and irrevocably guaranteed by Mubadala (as updated from time to time, the Mubadala GMTN Programme), which means that IPIC is disclosing important information to Noteholders by referring them to those documents. Information that is incorporated by reference is an important part of this Notice.

IPIC incorporates by reference into this Notice the Preliminary Base Prospectus (the Mubadala Base Prospectus) dated 1 October 2018 relating to the Mubadala GMTN Programme (including the documents incorporated therein by reference).

Any statement contained in this Notice or in a document (or part thereof) incorporated or considered to be incorporated by reference in this Notice will be considered to be modified or superseded for purposes of this Notice to the extent that a statement contained in this Notice or in any other subsequently filed document (or part thereof) which is or is considered to be incorporated by reference in this Notice modifies or supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. Any statement so modified or superseded will not be considered, except as so modified or superseded, to constitute a part of this Notice.

Copies of each of the documents incorporated by reference into this Notice (other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing) may be obtained at no cost, by contacting the Tabulation Agent, the contact details for each of which are set out below or through the website of the Regulatory News Service provided by the London Stock Exchange plc at http://londonstockexchange.com/exchange/news/market-news/market-news-home.html.

VOTING AND QUORUM

Noteholders who have submitted and not revoked (in the limited circumstances in which revocation is permitted) a valid Consent Instruction or Ineligible Noteholder Confirmation, by which they will have given instructions for the appointment of one or more representatives of the Tabulation Agent (in the case of Euroclear/Clearstream Notes, by the Fiscal Agent) as their proxy to vote in favour of or against (as specified in the relevant Consent Instruction or Ineligible Noteholder Confirmation) the relevant Extraordinary Resolution at the relevant Meeting (or any adjourned such Meeting) or confirmed their status only as Ineligible Noteholders, need take no further action to be represented at the relevant Meeting (or any such adjourned such Meeting).

Noteholders who have not submitted or have submitted and subsequently revoked (in the limited circumstances in which such revocation is permitted) a Consent Instruction or Ineligible Noteholder Confirmation in respect of the relevant Extraordinary Resolution should take note of the provisions set out below detailing how such Noteholders can attend or take steps to be represented at the Meeting (references to which, for the purpose of such provisions, include, unless the context otherwise requires, any adjourned such Meeting).

1. Subject as set out below, the provisions governing the convening and holding of the Meeting are set out in Schedule 3 to each Agency Agreement, copies of which are available from the date of this Notice to the conclusion of the Meetings (or any adjourned Meetings) as referred to above. For the purposes of the Meeting, a Noteholder means a Direct Participant (as defined below).

2. (a) For Notes held through Euroclear or Clearstream Luxembourg:

A Euroclear/Clearstream Participant or beneficial owner of Euroclear/Clearstream Notes wishing to attend the relevant Meeting in person must produce at the relevant Meeting a valid voting certificate or certificates issued by a Paying Agent relating to the Euroclear/Clearstream Note(s) in respect of which it wishes to vote.

A Euroclear/Clearstream Participant or beneficial owner of Euroclear/Clearstream Notes not wishing to attend and vote at the relevant Meeting in person may either deliver its valid voting certificate(s) to the person whom it wishes to attend on its behalf or the Euroclear/Clearstream Participant may (or the beneficial owner of the Euroclear/Clearstream Notes may arrange for the relevant Euroclear/Clearstream Participant on its behalf to) give a voting instruction (by giving voting and blocking instructions to Clearstream, Luxembourg and/or Euroclear (a Euroclear/Clearstream Instruction, as defined and more fully described in the Consent Solicitation Memorandum), or on a voting instruction form obtainable from the specified offices of any of the Paying Agents set out below) instructing a Paying Agent to appoint a proxy to attend and vote at the relevant Meeting in accordance with that Euroclear/Clearstream Participant's instructions.

A Euroclear/Clearstream Participant must request the relevant clearing system to block the Euroclear/Clearstream Notes in its account and to hold the same to the order or under the control of a Paying Agent not later than 24 hours before the time appointed for holding the relevant Meeting in order to obtain voting certificates or give voting instructions in respect of such Meeting. In the case of Euroclear/Clearstream Instructions such blocking instructions are part of the electronic instructions that must be given and as part of such electronic instructions each Noteholder must also confirm whether it is an Eligible Noteholder or an Ineligible Noteholder for the purposes of the Consent Solicitation. Euroclear/Clearstream Notes so blocked will not be released until the earlier of:

(i) the conclusion of the relevant Meeting (or, if applicable, any adjourned such Meeting); and

(ii) (A) in respect of voting certificate(s), the surrender to a Paying Agent of such voting certificate(s) and notification by the relevant Paying Agent to the relevant clearing system of such surrender or the compliance in such any other manner with the rules of the relevant clearing system relating to such surrender; or

(B) in respect of voting instructions, not less than 24 hours before the time for which the relevant Meeting (or, if applicable, any adjourned such Meeting) is convened, the notification in writing of any revocation of a Euroclear/Clearstream Participant's previous instructions to the Paying Agent and the same then being notified in writing by the Paying Agent to the Issuer at least 24 hours before the time appointed for holding the relevant Meeting and such Euroclear/Clearstream Notes ceasing in accordance with the procedures of the relevant clearing system and with the agreement of the Paying Agent to be held to its order or under its control.

(b) For Notes held through DTC

DTC Participants appointed as proxies of DTC under the Omnibus Proxy may, in respect of their DTC Recorded Principal Amount, appoint any person (including the beneficial owners of the relevant DTC Notes or any other person nominated by any such beneficial owner) as sub-proxies (each such appointee a Sub-Proxy), to attend and vote at the relevant Meeting on their behalf. Any such appointment must be made by an instrument in writing in the English language, substantially in the form set out in the Annex to this Notice, signed by the relevant DTC Participant or, in the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation (a Form of Sub-Proxy). Forms of Sub-Proxy should by delivered by email or by facsimile transmission to the Tabulation Agent at its email address or facsimile number set forth at the end of this Notice. The Issuer shall have the right to determine whether any Forms of Sub-Proxy are validly delivered, and any such determination shall be final and binding on the Noteholder who delivered such Form of Sub-Proxy. A valid Form of Sub-Proxy must be delivered to the Tabulation Agent not later than 24 hours before the time appointed for holding the relevant Meeting.

Only DTC Participants appointed as proxies of DTC under the Omnibus Proxy may execute and deliver Forms of Sub-Proxy. Any beneficial owner of DTC Notes whose DTC Notes are held through a broker, dealer, commercial bank, trust company or other nominee and who wishes to have a Form of Sub-Proxy delivered on its behalf should contact the holder of its DTC Notes promptly and instruct such holder to attend the relevant Meeting on its behalf or to issue its own Form of Sub-Proxy to permit another person to act on its behalf.

All Forms of Sub-Proxy that are properly completed, signed and delivered to the Tabulation Agent (and not revoked, in the limited circumstances in which such revocation is permitted), will be given effect in accordance with the provisions thereof.

Forms of Sub-Proxy will expire if the relevant Extraordinary Resolution has not been passed on or after the date on which the relevant Meeting (or adjourned such Meeting) has been held.

The method of delivery of all documents, including Forms of Sub-Proxy and revocations, is at the election and risk of the Noteholder. In no event should a Noteholder deliver certificates evidencing such Noteholder's DTC Notes. All of the above dates are subject to earlier deadlines that may be set by any DTC Participant or other intermediary. IPIC and the Issuer reserves the right to receive Forms of Sub-Proxy in relation to the relevant Extraordinary Resolution by any other reasonable means or in any form that reasonably evidences the giving of a Form of Sub-Proxy.

DTC Participants appointed as proxies of DTC under the Omnibus Proxy shall remain entitled to deliver Forms of Sub-Proxy notwithstanding any transfer of DTC Notes after the DTC Record Date, provided that votes submitted by any DTC Participant and any Sub-Proxies appointed by that DTC Participant shall not exceed the holding of such DTC Participant as evidenced by the Omnibus Proxy issue as of the DTC Record Date.

It is a term of the Consent Solicitation that Consent Instructions and Forms of Sub-Proxy shall be irrevocable (including for any adjourned Meeting and save in certain limited circumstances as provided in the Consent Solicitation Memorandum).

Noteholders should note that Forms of Sub-Proxy and voting instructions (unless validly revoked) given and voting certificates obtained in respect of a Meeting shall remain valid for any adjourned such Meeting. For the purposes of this Notice:

24 hours shall mean a period of 24 hours including all or part of a day upon which banks are open for business in both the place where the relevant Meeting is to be held and in each of the places where the Paying Agents have their specified offices (disregarding for this purpose the day upon which such meeting is to be held) and such period shall be extended by one period or, to the extent necessary, more periods of 24 hours until there is included as aforesaid all or part of a day upon which banks are open for business in all of the places as aforesaid;

Direct Participant means a Euroclear/Clearstream Participant or a DTC Participant;

DTC Participant means each person who is for the time being shown in the records of DTC as the holder of a particular principal amount of the DTC Notes; and

Euroclear/Clearstream Participant means each person who is for the time being shown in the records of Euroclear and/or Clearstream, Luxembourg as the holder of a particular principal amount of the Euroclear/Clearstream Notes.

3. The quorum required at the Meeting is one or more Noteholders or agents present in person 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. If a quorum is not present within 15 minutes from the time appointed for the Meeting, the Meeting will be adjourned for a period being not less than 14 days nor more than 42 days and at a time and place as the Chairman may decide and the Extraordinary Resolution will be considered at such adjourned Meeting (notice of which will be given to the Noteholders). The quorum at such an adjourned Meeting will be one or more Noteholders or agents present holding Notes or voting certificates or being proxies or representatives and holding or representing in the aggregate not less than one-third in aggregate nominal amount of the relevant Series for the time being outstanding.

4. Each question submitted to a Meeting shall be decided by a show of hands unless a poll is (before, or on the declaration of the result of, the show of hands) demanded by the Chairman, the Issuer, IPIC or one or more persons representing 2 per cent, of the Notes.

Unless a poll is demanded a declaration by the Chairman that an Extraordinary Resolution has or has not been passed shall be conclusive evidence of the fact without proof of the number or proportion of the votes cast in favour of or against it.

At each Meeting (a) on a show of hands every person who is present in person and produces a voting certificate or is a proxy or representative shall have one vote and (b) on a poll every person who is so present shall have (i) in respect of the EUR1,250,000,000 5.875 per cent. Notes due 2021 and the EUR850,000,000 3.625 per cent. Notes due 2023, one vote in respect of each EUR1, (ii) in respect of the U.S.$1,500,000,000 5.000 per cent. Notes due 2020, the U.S.$1,500,000,000 5.500 per cent. Notes due 2022 and the U.S.$750,000,000 6.875 per cent. Notes due 2041, one vote in respect of each U.S.$1, and (iii) in respect of the GBP550,000,000 6.875 per cent. Notes due 2026, one vote in respect of each GBP1, in each case in nominal amount of the outstanding Notes of the relevant Series so represented by the voting certificate or in respect of which that person is a proxy or representative.

5. To be passed at the relevant Meeting, an Extraordinary Resolution requires a majority in favour consisting of at least 75 per cent. of the votes cast. If passed, an Extraordinary Resolution will be binding on all Noteholders of the relevant Series, whether or not present at the relevant Meeting and whether or not voting.

This Notice is given by IPIC GMTN Limited

Noteholders should contact the following for further information:

The Solicitation Agents

BNP Paribas, 10 Harewood Avenue, London NW1 6AA, United Kingdom (Attention: Liability Management Group, Telephone: London: +44 207 595 8668, Email: liability.management@bnpparibas.com

Citigroup Global Markets Limited, Citigroup Centre, Canada Square, London E14 5LB, United Kingdom (Attention: Liability Management Group, Telephone: London: +44 20 7986 8969, Toll Free: +1 800 558 3745, Collect: +1 212 723 6106, Email: liabilitymanagement.europe@citi.com)

Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom (Attention: Liability Management Group, Telephone: London: +44 207 545 8011

First Abu Dhabi Bank PJSC, Head Office, PO Box 2960, Abu Dhabi, United Arab Emirates (Attention: Debt Capital Markets and Liability Management Group, Telephone: +971 2 611 1693, email DCM&FIS@bankfab.com

Merrill Lynch International, 2 King Edward Street, London EC1A 1HQ, United Kingdom (Attention: Liability Management Group, Telephone: London: +44 207 996 5420, Email: DG.LM_EMEA@baml.com

The Tabulation Agent

Lucid Issuer Services Limited, Tankerton Works, 12 Argyle Walk, London WC1H 8HA, United Kingdom (Telephone: +44 207 704 0880, Attention: David Shilson, Email: ipic@lucid-is.com

The Fiscal Agent

The Bank of New York Mellon, London Branch, One Canada Square, London, E14 5AL, United Kingdom

Dated: 1 October 2018

ANNEX TO NOTICE

FORM OF SUB-PROXY

THIS FORM OF SUB-PROXY MUST ONLY BE COMPLETED BY A DTC PARTICIPANT. If you are not A DTC Participant, you must arrange for the DTC Participant in whose security record the DTC Notes in respect of which you have a beneficial interest are recorded to complete and deliver this Form of sub-proxy on your behalf and in accordance with your instructions to the Tabulation Agent before the applicable deadline.

International Petroleum Investment Company P.J.S.C.

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

(IPIC)

FORM OF SUB-PROXY

in respect of the following Notes

U.S.$1,500,000,000 5.000 per cent. Notes due 2020 (ISIN: US44985GAB77; CUSIP: 44985GAB7) (the 2020 Notes)

U.S.$1,500,000,000 5.500 per cent. Notes due 2022 (ISIN: US44985GAD34; CUSIP: 44985GAD3) (the 2022 Notes)

U.S.$750,000,000 6.875 per cent. Notes due 2041 (ISIN: US44985GAE17; CUSIP: 44985GAE1) (the 2041 Notes)

(together, the DTC Notes) of

IPIC GMTN Limited

(an exempted company with limited liability incorporated in the Cayman Islands under the Companies Law (2018 Revision))

(the Issuer)

To: Lucid Issuer Services Limited as Tabulation Agent

Unless otherwise defined, capitalised terms used in this Form of Sub-Proxy have the meaning given in the notice of meetings (the Notice) dated 1 October 2018 prepared by IPIC in connection with the DTC Notes and certain other series of its notes.

The Notice contains important information which should be read carefully before any decision is made with respect to this Form of Sub-Proxy. If Noteholders are in any doubt as to the action they should take, they should seek their own financial and legal advice, including in respect of any tax consequences, immediately from their broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.

1. Details of DTC Participant:

Name: ………………………………………………….…………………………………….…

Address: ………………………………………………….…………………………………….…

DTC Account Number: ………………………………………………….…………………………………….…

Telephone Number: ………………………………………………….…………………………………….…

Email address: ………………………………………………….…………………………………….…

2. I am/We are:

an Eligible Noteholder and I/we have not submitted and will not submit any Consent Instruction on behalf of any Ineligible Noteholder

an Ineligible Noteholder

An Eligible Noteholder is (a) either (i) a QIB and, if applicable, is acting on behalf of a beneficial owner who is also a QIB or (ii) located and resident outside the United States and not a U.S. person (as defined in Regulation S under the Securities Act) and (b) otherwise a person to whom the relevant Consent Solicitation can be lawfully made and that may lawfully participate in the relevant Consent Solicitation. An Ineligible 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.

3. Details of DTC Notes which are the subject of this Form of Sub-Proxy:

CUSIP:

2020 Notes

CUSIP: 44985G AB7 (2020 Notes)

U.S.$..................................................................... in DTC Recorded Principal Amount of U.S.$1,500,000,000 5.000 per cent. Notes due 2020

2022 Notes

CUSIP: 44985G AD3 (2022 Notes)

U.S.$..................................................................... in DTC Recorded Principal Amount of U.S.$1,500,000,000 5.500 per cent. Notes due 2022

2041 Notes

CUSIP: 44985G AE1 (2041 Notes)

U.S.$..................................................................... in DTC Recorded Principal Amount of U.S.$750,000,000 6.875 per cent. Notes due 2041

4. Account details for the payment of any Consent Fee or Ineligible Noteholder Payment, if applicable

Beneficiary name: …………………………………………………….

Beneficiary account number …………………………………………………….

Account with bank: …………………………………………………….

ABA number: …………………………………………………….

SWIFT code: …………………………………………………….

5. Directions for the relevant Extraordinary Resolution:

Tick (and complete, if applicable) whichever of the following apply:

I/We hereby appoint one or more representatives of the Tabulation Agent as my/our proxy to vote in respect of the above DTC Notes at the relevant Meeting in accordance with the following directions.

I/We appoint ………………………………………………..as my/our proxy to vote in respect of the above DTC Notes at the relevant Meeting in accordance with the following directions. I/We acknowledge that by appointing a proxy other than one or more representatives of the Tabulation Agent I/we will no longer be eligible for any Consent Fee.

Not Applicable. I/We wish to confirm my status only as an Ineligible Noteholder.

I/we confirm that I/we wish to abstain from voting on the Extraordinary Resolution.

EXTRAORDINARY RESOLUTION

IN RESPECT OF THE 2020 NOTES

1. assents to:

(iv) certain consequential amendments to the Conditions and the Agency Agreement,

all as more fully set out in the Deed of Substitution (as defined in paragraph 4(a) of this Extraordinary Resolution);

4. authorises, directs, requests and empowers the Fiscal Agent to:

5. authorises, requests and empowers:

(a) the execution of:

(i) a deed of guarantee (the Mubadala Deed of Guarantee) by Mubadala; and

(ii) the Deed of Substitution by the Issuer, the MDC Issuer, Mubadala, IPIC, the Fiscal Agent and the other agents named therein,

7. declares that the implementation of this Extraordinary Resolution shall be in all respects conditional on:

(a) the passing of this Extraordinary Resolution;

8. declares that the implementation of this Extraordinary Resolution shall be in all respects conditional on:

(b) the successful completion (in the sole determination of IPIC) of the Guaranteed Obligations Consent Solicitations (as defined below),

10. acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:

1MDB means 1Malaysia Development Berhad;

Consent Solicitation Memorandum means the consent solicitation memorandum dated 1 October 2018 prepared by IPIC and the Issuer in relation to the Consent Solicitation;

Guaranteed Obligations means the Public Guaranteed Obligations and the Signum Guaranteed Obligations;

Guaranteed Obligations Consent Condition means the successful completion (in the sole determination of IPIC) of the Guaranteed Obligations Consent Solicitations;

IPIC Consent Solicitations means the Consent Solicitations and the Guaranteed Obligations Consent Solicitations;

Securities Act means the U.S. Securities Act of 1933, as amended; and

For

Against

Ineligible Noteholder Confirmation Only

U.S.$ …………………

[insert DTC Recorded Principal Amount of 2020 Notes voting in favour of the Extraordinary Resolution]

U.S.$ …………………

[insert DTC Recorded Principal Amount of 2020 Notes voting against the Extraordinary Resolution]

U.S.$ ………………

[insert DTC Recorded Principal Amount of 2020 Notes where confirmation of status only as an Ineligible Noteholder has been provided without provision of separate voting instruction]

EXTRAORDINARY RESOLUTION

IN RESPECT OF THE 2022 NOTES

1. assents to:

(iv) certain consequential amendments to the Conditions and the Agency Agreement,

all as more fully set out in the Deed of Substitution (as defined in paragraph 4(a) of this Extraordinary Resolution);

3. sanctions every abrogation, modification, compromise or arrangement in respect of the rights of the Noteholders appertaining to the Notes against the Issuer or IPIC, whether or not such rights arise under the Conditions or the deed of guarantee dated 19 October 2011 executed by IPIC (in such capacity, the Guarantor), involved in or resulting from or to be effected by, the amendments referred to in paragraph 1 of this Extraordinary Resolution and their implementation;

4. authorises, directs, requests and empowers the Fiscal Agent to:

(a) concur in the amendments referred to in paragraph 1 of this Extraordinary Resolution and, in order to give effect to and implement such amendments, on or shortly after the passing of this Extraordinary Resolution, subject to the satisfaction of the conditions set out in paragraphs 7, 8 and 9 below, to execute a deed of substitution (the Deed of Substitution) in the form of the draft produced to this Meeting and signed by the chairman of the Meeting (the Chairman) for the purpose of identification, with such amendments (if any) as may be requested by IPIC and/or Mubadala and approved by the Fiscal Agent; and

5. authorises, requests and empowers:

(a) the execution of:

(i) a deed of guarantee (the Mubadala Deed of Guarantee) by Mubadala; and

(ii) the Deed of Substitution by the Issuer, the MDC Issuer, Mubadala, IPIC, the Fiscal Agent and the other agents named therein,

7. declares that the implementation of this Extraordinary Resolution shall be in all respects conditional on:

(a) the passing of this Extraordinary Resolution;

8. declares that the implementation of this Extraordinary Resolution shall be in all respects conditional on:

(b) the successful completion (in the sole determination of IPIC) of the Guaranteed Obligations Consent Solicitations (as defined below),

10. acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:

1MDB means 1Malaysia Development Berhad;

Consent Solicitation Memorandum means the consent solicitation memorandum dated 1 October 2018 prepared by IPIC and the Issuer in relation to the Consent Solicitation;

Guaranteed Obligations means the Public Guaranteed Obligations and the Signum Guaranteed Obligations;

Guaranteed Obligations Consent Condition means the successful completion (in the sole determination of IPIC) of the Guaranteed Obligations Consent Solicitations;

IPIC Consent Solicitations means the Consent Solicitations and the Guaranteed Obligations Consent Solicitations;

Securities Act means the U.S. Securities Act of 1933, as amended; and

For

Against

Ineligible Noteholder Confirmation Only

U.S.$ …………………

[insert DTC Recorded Principal Amount of 2020 Notes voting in favour of the Extraordinary Resolution]

U.S.$ …………………

[insert DTC Recorded Principal Amount of 2020 Notes voting against the Extraordinary Resolution]

U.S.$ ………………

[insert DTC Recorded Principal Amount of 2020 Notes where confirmation of status only as an Ineligible Noteholder has been provided without provision of separate voting instruction]

EXTRAORDINARY RESOLUTION

IN RESPECT OF THE 2041 NOTES

1. assents to:

(iv) certain consequential amendments to the Conditions and the Agency Agreement,

all as more fully set out in the Deed of Substitution (as defined in paragraph 4(a) of this Extraordinary Resolution);

4. authorises, directs, requests and empowers the Fiscal Agent to:

(a) concur in the amendments referred to in paragraph 1 of this Extraordinary Resolution and, in order to give effect to and implement such amendments, on or shortly after the passing of this Extraordinary Resolution, subject to the satisfaction of the conditions set out in paragraphs 7, 8 and 9 below, to execute a deed of substitution (the Deed of Substitution) in the form of the draft produced to this Meeting and signed by the chairman of the Meeting (the Chairman) for the purpose of identification, with such amendments (if any) as may be requested by IPIC and/or Mubadala and approved by the Fiscal Agent; and

5. authorises, requests and empowers:

(a) the execution of:

(i) a deed of guarantee (the Mubadala Deed of Guarantee) by Mubadala; and

(ii) the Deed of Substitution by the Issuer, the MDC Issuer, Mubadala, IPIC, the Fiscal Agent and the other agents named therein,

7. declares that the implementation of this Extraordinary Resolution shall be in all respects conditional on:

(a) the passing of this Extraordinary Resolution;

8. declares that the implementation of this Extraordinary Resolution shall be in all respects conditional on:

(b) the successful completion (in the sole determination of IPIC) of the Guaranteed Obligations Consent Solicitations (as defined below),

10. acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:

1MDB means 1Malaysia Development Berhad;

Consent Solicitation Memorandum means the consent solicitation memorandum dated 1 October 2018 prepared by IPIC and the Issuer in relation to the Consent Solicitation;

Guaranteed Obligations means the Public Guaranteed Obligations and the Signum Guaranteed Obligations;

Guaranteed Obligations Consent Condition means the successful completion (in the sole determination of IPIC) of the Guaranteed Obligations Consent Solicitations;

IPIC Consent Solicitations means the Consent Solicitations and the Guaranteed Obligations Consent Solicitations;

Securities Act means the U.S. Securities Act of 1933, as amended; and

For

Against

Ineligible Noteholder Confirmation Only

U.S.$ …………………

[insert DTC Recorded Principal Amount of 2020 Notes voting in favour of the Extraordinary Resolution]

U.S.$ …………………

[insert DTC Recorded Principal Amount of 2020 Notes voting against the Extraordinary Resolution]

U.S.$ ………………

[insert DTC Recorded Principal Amount of 2020 Notes where confirmation of status only as an Ineligible Noteholder has been provided without provision of separate voting instruction]

6. Representations, warranties and undertakings from Eligible Noteholders

By submitting this Form of Sub-Proxy, if this Form of Sub-Proxy indicates in box 2 above that the relevant Noteholder is an Eligible Noteholder, the relevant Noteholder and any DTC Participant submitting such Form of Sub-Proxy on such Noteholder's behalf shall be deemed to agree, and acknowledge, represent, warrant and undertake, to the Issuer, the Tabulation Agent and the Solicitation Agents those matters set out under the heading "Procedures for Participating in the Consent Solicitations and the Proposals - Consent Instructions - Agreements, acknowledgements, representations, warranties and undertakings" in the Consent Solicitation Memorandum prepared by IPIC and the Issuer and dated 1 October 2018 at (i) the time of submission of such Form of Sub-Proxy, and (ii) the time of the relevant Meeting and the time of any adjourned such Meeting (and if a Noteholder or DTC Participant is unable to make any such agreement or acknowledgement or give any such representation, warranty or undertaking, such Noteholder or Direct Participant should contact the Tabulation Agent immediately).

7. Representations, warranties and undertakings from Ineligible Noteholders

By submitting this Form of Sub-Proxy, if this Form of Sub-Proxy indicates in box 2 above that the relevant Noteholder is an Ineligible Noteholder, the relevant Ineligible Noteholder (and any DTC Participant submitting such Form of Sub-Proxy on such Ineligible Noteholder's behalf) shall be deemed to agree, and acknowledge, represent, warrant and undertake, to the Issuer, the Tabulation Agent and the Solicitation Agents the following at (i) the time of receipt of such Form of Sub-Proxy by the Tabulation Agent, (ii) the Ineligible Instruction Deadline and (iii) the time of the relevant Meeting and the time of any adjourned such Meeting (and if an Ineligible Noteholder or DTC Participant is unable to make any such agreement or acknowledgement or give any such representation, warranty or undertaking, such Ineligible Noteholder or DTC Participant should contact the Tabulation Agent immediately):

(a) I/we are the beneficial owner, or have confirmed that the party on whose behalf I/we are acting is the beneficial owner of the above DTC Notes and have full power and authority to give the instructions set out in this Form of Sub-Proxy;

(b) I/we have received, reviewed and understood the Notice;

(c) I/we appoint, if applicable, one or more representatives of the Tabulation Agent as my/our proxy to vote in respect of the relevant Extraordinary Resolution at the relevant Meeting and any adjourned such Meeting in the manner specified above in respect of all of the DTC Notes;

(d) all authority conferred or agreed to be conferred pursuant to my/our acknowledgements, agreements, representations, warranties and undertakings, and all of my/our obligations, shall be binding upon my/our successors, assigns, heirs, executors, trustees in bankruptcy and legal representatives, and shall not be affected by, and shall survive, my/our death or incapacity;

(e) none of the Issuer, IPIC, the MDC Issuer, Mubadala, the Solicitation Agents and the Tabulation Agent nor any of their respective directors, officers, employees, agents or affiliates (including any directors, officers, employees or agents of such affiliates) (each a Relevant Person) has given me/us any information with respect to any Extraordinary Resolution except as is consistent with that set out in the Notice nor has any of them expressed any opinion or made any undertaking, representation or warranty (express or implied) in respect of the terms of any Extraordinary Resolution or made any recommendation to me/us as to whether I/we should otherwise participate at the relevant Meeting(s) and I/we have made my/our own decision with regard to the submission of the relevant Form of Sub-Proxy based on financial, tax or legal advice I/we have deemed necessary to seek;

(f) the Notice is not intended to be a complete description of the creditworthiness of the Issuer, IPIC, the MDC Issuer and/or Mubadala, and no Relevant Person has made any undertaking, representation or warranty (express or implied) in respect of the current or future performance of the Notes, or the financial performance, affairs or creditworthiness of the Issuer, IPIC, the MDC Issuer and/or Mubadala and/or the Notes;

(g) no information has been provided to me/us by any Relevant Person with regard to the tax consequences for Noteholders arising from the submission of the relevant Form of Sub-Proxy, the implementation of any Extraordinary Resolution or the receipt by me/us of the Ineligible Noteholder Payment (if applicable), and I/we acknowledge that I am/we are solely liable for any taxes and similar or related payments imposed on me/us under the laws of any applicable jurisdiction as a result of my/our submission of the relevant Form of Sub-Proxy, and I/we agree that I/we will not and do not have any right of recourse (whether by way of reimbursement, indemnity or otherwise) against any Relevant Person or any other person in respect of such taxes and payments;

(h) I am/we are acting for my/our own account and/or the account of my/our clients, and have made and will make my/our own independent decision as to the submission of this Form of Sub-Proxy and as to whether the submission of this Form of Sub-Proxy is appropriate or proper for me/us and/or my/our clients based upon my/our own judgement and upon advice from such advisers as I/we have deemed or may deem necessary; and I/we acknowledge and understand that no communication (whether written or oral) from any Relevant Person in connection with the Extraordinary Resolutions and/or their implementation should be considered investment advice;

(i) I/we and any beneficial owners of Notes I/we represent are sophisticated investors with extensive knowledge and experience in financial and business matters and expertise in assessing credit and all other relevant risks and are capable of evaluating independently, and have evaluated and will evaluate independently and have conducted an in-depth analysis on, the merits, risks and suitability of the submission of this Form of Sub-Proxy and the implementation of the Extraordinary Resolutions, and are also capable of assuming, and will assume, the risks of the submission of this Form of Sub-Proxy and the implementation of the Extraordinary Resolutions. I/we have conducted and will conduct my/our own investigation in respect of the Extraordinary Resolutions and the submission of this Form of Sub-Proxy and am/are relying exclusively on my/our own sources of information, investigation, credit and legal analysis with respect to the Extraordinary Resolution and the submission of this Form of Sub-Proxy and acknowledge that I am/we are not relying on any investigation that any Relevant Person may have conducted with respect to any such matter, and that no Relevant Person has made any oral or written representation to me/us, express or implied, with respect to any such matter;

(j) no Relevant Person is acting (A) otherwise than in the capacity of an arm's-length contractual counterparty (where applicable) or (B) as a fiduciary for or an adviser to me/us in respect of the Extraordinary Resolutions and/or my/our submission of this Form of Sub-Proxy;

(k) no Relevant Person is responsible to me/us or my/our clients with respect to the submission of this Form of Sub-Proxy or the implementation of the Extraordinary Resolutions or will be liable to me/us in connection with the submission of this Form of Sub-Proxy or the implementation of the Extraordinary Resolutions. I/we will have no claim and will not make any claim, institute any proceedings or make any allegation against any Relevant Person in connection with the submission of this Form of Sub-Proxy or the implementation of the Extraordinary Resolutions regardless of any losses I/we or any of my/our affiliates incur or suffer in respect of my/our submission of this Form of Sub-Proxy or the implementation of the Extraordinary Resolutions. For the avoidance of doubt, this does not attempt to exclude the liability of any person in respect of fraudulent misrepresentation under any applicable law;

(l) no Relevant Person is responsible to me/us or my/our clients with respect to the content of any documentation, notice or other information or communications provided or made in connection with the Notice (together Notice Materials). I/we will have no claim and will not make any claim, institute any proceedings or make any allegation against any Relevant Person in connection with the content of the Notice Materials regardless of any losses I/we or any of my/our affiliates incur or suffer in respect of the submission of this Form of Sub-Proxy and/or the Extraordinary Resolutions and their implementation. For the avoidance of doubt, this does not attempt to exclude the liability of any person in respect of fraudulent misrepresentation under any applicable law;

(m) I/we acknowledges that a Relevant Person may possess information not known to me/us. I/we agree that such Relevant Person shall have no liability with respect to the non-disclosure of any such information;

(n) I/we hold and will hold, until the earlier of (i) the date on which my/our Form of Sub-Proxy is validly revoked, in the limited circumstances in which such revocation is permitted (including the automatic revocation of such Form of Sub-Proxy on the termination of the related Consent Solicitation) and (ii) the Expiration Time (or, if applicable, until conclusion of the relevant adjourned Meeting); and

(o) I/we are not a Sanctions Restricted Person.

8. SIGN
Signed by a duly authorised officer on behalf of the DTC Direct Participant: ................................................................... Name of DTC Direct Participant: ................................................................... Date: ................................................................... MEDALLION SIGNATURE GUARANTEE Authorised Signature of Guarantor: ................................................................... Name (please print): ................................................................... Name of Firm: ................................................................... Address: ................................................................... Telephone Number with Area Code Date: ................................................................... Place Seal Here
PLEASE ENTER HERE A DAYTIME TELEPHONE NUMBER (INCLUDING INTERNATIONAL DIALING CODE) WHERE YOU CAN BE REACHED IN THE EVENT OF A QUERY ARISING FROM COMPLETION OF THIS FORM OF SUB-PROXY: ………………………………………………………

Once duly completed and signed, Forms of Sub-Proxy should be delivered along with any power of attorney or other authority (if any) under which it is signed to the Tabulation Agent using the details below. The method of delivery of Forms of Sub-Proxy to the Tabulation Agent is at the relevant DTC Participant's election and risk. In all cases such DTC Participant's should allow sufficient time to assure delivery before any applicable deadlines described in the Notice.

TABULATION AGENT

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

United Kingdom

Telephone: +44 207 704 0880

Email: ipic@lucid-is.com

Attention: David Shilson

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

MSCLLFSVIDLLIIT

Date		Source	Headline
31st Oct 2018	2:22 pm	RNS	Result of Meeting
1st Oct 2018	3:05 pm	RNS	IPIC announces a consent solicitation
1st Oct 2018	2:58 pm	RNS	Notice of separate meetings
30th Apr 2018	3:13 pm	RNS	Transfer of CEPSA from IPIC to CEPSA Holding LLC
30th Apr 2018	3:11 pm	RNS	IPIC's FY2017 consolidated financial statements
27th Dec 2017	7:00 am	RNS	Update on Settlement with 1MDB and MoF Inc.
28th Sep 2017	12:02 pm	RNS	June 2017 Financials
30th Aug 2017	12:05 pm	RNS	Update on Settlement with 1MDB and MoF Inc.
11th Aug 2017	9:33 am	RNS	Update on Settlement with 1MDB and MoF Inc.
8th Aug 2017	10:04 am	RNS	Update on Settlement with 1MDB and MoF Inc.
1st Aug 2017	9:49 am	RNS	Update on Settlement with 1MDB and MOF
8th Jun 2017	10:49 am	RNS	IPIC's FY 2016 consolidated financial statements
6th Jun 2017	7:00 am	RNS	Directorate Change
11th May 2017	9:14 am	RNS	Settlement with 1MDB & MOF now unconditional
24th Apr 2017	10:00 am	RNS	Conditional Settlement with 1MDB and MOF
16th Nov 2016	9:24 am	RNS	Half-year Report
30th Jun 2016	2:32 pm	RNS	Annual Financial Report
29th Jun 2016	1:20 pm	RNS	Merger Announcement
14th Jun 2016	8:22 am	RNS	Arbitration Submission: BTS IPIC, Aabar, MOF, 1mdb
16th May 2016	12:08 pm	RNS	Scheduled Debt Redemption
11th May 2016	8:48 am	RNS	Interest Payment Under Certain 1mdb Notes
29th Apr 2016	9:06 am	RNS	Interest Payment Under Certain 1mdb Notes
25th Apr 2016	8:51 am	RNS	Interest Payments in Relation to Guaranteed Notes
18th Apr 2016	8:28 am	RNS	Update to 1mdb Debt Settlement Arrangements
11th Apr 2016	8:50 am	RNS	Statement re Press Comment
8th Dec 2015	9:34 am	RNS	Further re (Half Yearly Report)
30th Nov 2015	12:46 pm	RNS	Scheduled Debt Redemption
30th Nov 2015	12:33 pm	RNS	Half Yearly Report
18th Nov 2015	10:02 am	RNS	Scheduled Debt Redemption
19th Aug 2015	11:36 am	RNS	Aabar Investments Appointment of New CEO
30th Jun 2015	2:44 pm	RNS	2014 Financials
10th Jun 2015	7:00 am	RNS	1MDB Debt Settlement Arrangements
5th May 2015	2:07 pm	RNS	Directorate Change
18th Dec 2014	1:45 pm	RNS	Publication of Prospectus
1st May 2014	12:49 pm	RNS	Annual Financial Report
12th Mar 2014	11:04 am	RNS	Portfolio Update
19th Feb 2014	2:31 pm	RNS	Publication of Prospectus
3rd Dec 2013	7:42 am	RNS	Half Yearly Report
15th May 2013	8:58 am	RNS	2012 Final Results
29th Nov 2012	1:32 pm	RNS	Publication of Final Terms (Replacement)
29th Nov 2012	10:52 am	RNS	Publication of Final Terms
26th Nov 2012	12:04 pm	RNS	Publication of Prospectus
19th Nov 2012	7:00 am	RNS	Statement re Mercedes Grand Prix Limited
15th Nov 2012	3:49 pm	RNS	IPIC GMTN Limited: Half Yearly Report
14th Jun 2012	7:00 am	RNS	Annual Financial Report
1st May 2012	12:11 pm	RNS	Debt Repayment
5th Mar 2012	8:41 am	RNS	Refinancing
28th Nov 2011	8:09 am	RNS	Statement re Ferrostaal AG
23rd Nov 2011	7:08 am	RNS	USE OF CAPITAL MARKET BOND ISSUANCE PROCEEDS
1st Nov 2011	9:04 am	RNS	Publication of Final Terms - Replacement

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