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Printmgr File IMPORTANT NOTICE NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO U.S. PERSONS OR OTHERWISE THAN TO PERSONS TO WHOM IT CAN LAWFULLY BE DISTRIBUTED IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached offering memorandum. You are advised to read this disclaimer carefully before accessing, reading or making any other use of the attached offering memorandum. In accessing the attached offering memorandum, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. CONFIRMATION OF YOUR REPRESENTATION: You have accessed the attached document on the basis that you have confirmed your representation to the issuer and to Deutsche Bank AG, London Branch, Citigroup Global Markets Limited, Goldman Sachs International, Morgan Stanley & Co. International plc, Mizuho International plc, Mizuho Securities Asia Limited, Crédit Agricole Corporate and Investment Bank, Merrill Lynch International, J.P. Morgan Securities plc, UBS AG Hong Kong Branch, Barclays Bank PLC, BNP Paribas, Credit Suisse (Hong Kong) Limited, Daiwa Capital Markets Europe Limited, ING Bank N.V., Singapore Branch, Nomura International plc and SMBC Nikko Capital Markets Limited (together, the “Initial Purchasers”) that (1) you are not a U.S. Person, as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or a dealer or professional fiduciary acting for the benefit or account of a U.S. Person and, to the extent you purchase the securities described in the attached offering memorandum, you will be doing so in an offshore transaction pursuant to Regulation S under the Securities Act, (2) the electronic mail address to which the attached offering memorandum has been delivered is not located in the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands) or, if you are dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States of America, you are accepting delivery of the attached offering memorandum solely in your capacity as the holder of one or more discretionary accounts for the benefit of, or account of, non-U.S. persons, and (3) you consent to delivery of the attached offering memorandum and any amendments or supplements thereto by electronic transmission. The attached document has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the issuer, the Initial Purchasers and their respective affiliates, directors, officers, employees, representatives and agents or any other person controlling the issuer, the Initial Purchasers or any of their respective affiliates accepts any liability or responsibility whatsoever in respect of any discrepancies between the document distributed to you in electronic format and the hard copy version. ANY SECURITIES TO BE ISSUED HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS SUCH TERMS ARE DEFINED IN REGULATION S UNDER THE SECURITIES ACT) UNLESS REGISTERED UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION. YOU ARE NOT AUTHORIZED TO AND YOU MAY NOT FORWARD OR DELIVER THE ATTACHED OFFERING MEMORANDUM, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE SUCH OFFERING MEMORANDUM IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT AND THE ATTACHED OFFERING MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. No action has been or will be taken in any jurisdiction by the Initial Purchasers or the issuer that would or is intended to, permit a public offering of the securities, or possession or distribution of the offering memorandum (in preliminary, proof or final form) or any other offering or publicity material relating to the securities, in any country or jurisdiction where action for that purpose is required. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Initial Purchasers or any affiliate of the Initial Purchasers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Initial Purchasers or such affiliate on behalf of the issuer in such jurisdiction. This offering memorandum is being distributed only to and directed only at (i) persons who are outside the United Kingdom, (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or (iii) those persons to whom it may otherwise lawfully be distributed (all such persons together being referred to as “relevant persons”). This offering memorandum is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this offering memorandum relates is available only to relevant persons and will be engaged in only with relevant persons. You are reminded that the attached offering memorandum has been delivered to you on the basis that you are a person into whose possession this offering memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorized to deliver this document, electronically or otherwise, to any other person. If you receive this document by e-mail, you should not reply by e-mail to this announcement. Any reply e-mail communications, including those you generate by using the “Reply” function on your e-mail software, will be ignored or rejected. If you receive this document by e-mail, your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. Canadian Offering Memorandum dated September 12, 2017 This Canadian offering memorandum constitutes an offering of these securities in those jurisdictions and to those persons where and to whom they may lawfully be offered for sale, and therein only by persons permitted to sell such securities. This Canadian offering memorandum is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of these securities in Canada. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This Canadian offering memorandum is for the confidential use of only those persons to whom it is transmitted in connection with this offering. By their acceptance of this Canadian offering memorandum, investors agree that they will not transmit, reproduce or make available to any person, other than their professional advisers, this Canadian offering memorandum or any of the information contained herein. No person has been authorized to give any information or to make any representations about the Company not contained in this Canadian offering memorandum. Any such information or representation which is given or received must not be relied upon by any investor. Private Placement SoftBank Group Corp. $1,350,000,000 4 3⁄4% Senior Notes due 2024 $2,000,000,000 5 1⁄8% Senior Notes due 2027 €1,500,000,000 3 1⁄8% Senior Notes due 2025 €750,000,000 4% Senior Notes due 2029 This Canadian offering memorandum (as defined below) constitutes an offering in Canada by SoftBank Group Corp. (the “Company”) of $1,350,000,000 aggregate principal amount of its 4 3⁄4% Senior Notes due 2024 denominated in U.S. dollars (the “2024 Dollar Notes”), $2,000,000,000 aggregate principal amount of its 5 1⁄8% Senior Notes due 2027 denominated in U.S. dollars (the “2027 Dollar Notes” and, together with the 2024 Dollar Notes, the “Dollar Notes”), €1,500,000,000 aggregate principal amount of its 3 1⁄8% Senior Notes due 2025 denominated in euro (the “2025 Euro Notes”), €750,000,000 aggregate principal amount of its 4% Senior Notes due 2029 denominated in euro (the “2029 Euro Notes”, together with the 2025 Euro Notes, the “Euro Notes”, and, together with the Dollar Notes, the “Notes”). The Notes are being offered on the terms and conditions set out in the Global Offering Memorandum (as defined below). Certain accredited investors in Canada are being offered the opportunity to purchase Notes of the Company on a private placement basis. The Canadian offering is part of a concurrent offering of Notes being made outside of Canada. Attached hereto and forming part of this Canadian offering memorandum is the global private placement memorandum dated September 12, 2017 (the “Global Offering Memorandum”) regarding the offering of the Notes for sale outside of Canada; this document together with the Global Offering Memorandum, as amended or supplemented from time to time, is referred to as the Canadian offering memorandum Except as otherwise provided, references to “herein” or “hereof” and similar terms mean all of these documents taken together.
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