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(Correction) Sale of All Shares in Subsidiary Arm Limited

SoftBank Group Corp.

SoftBank Group Corp. (“SBG”) announced today that it has made the following correction to the press release titled “Sale of All Shares in Subsidiary Arm Limited” issued on September 14, 2020. The corrected portions of the text are underlined below.

Correction to:

Page 1, Section 2 (Summary of the Transaction)

Before Correction

2. Summary of the Transaction

  • SBG will sell all of its shares in Arm held by SBGC and the SoftBank Vision Fund to NVIDIA in a transaction value at up to USD 40 billion (approximately JPY 4.2 trillion). Of the USD 40 billion, USD 2 billion will be paid in cash to Arm at signing, and USD 10 billion in cash and USD 21.5 billion in NVIDIA common stock (44,366,423 shares, of which USD 1 billion in NVIDIA stock (2,063,554 shares) will be subject to an escrow to satisfy certain indemnification obligations of SBGC and the SoftBank Vision Fund in the definitive agreement for the Transaction) will be paid to SBGC and the SoftBank Vision Fund at closing. An earn-out of up to USD 5 billion is payable to SBGC and the SoftBank Vision Fund subject to satisfaction of specific financial performance targets of Arm in the definitive agreement, and, if earned, SBG has the option to elect for the earn-out to be paid either in NVIDIA common stock or cash.

(Omitted)

After Correction

2. Summary of the Transaction

  • SBG will sell all of its shares in Arm held by SBGC and the SoftBank Vision Fund to NVIDIA in a transaction value at up to USD 40 billion (approximately JPY 4.2 trillion). Of the USD 40 billion, USD 2 billion will be paid in cash to SBGC and Arm at signing, and USD 10 billion in cash and USD 21.5 billion in NVIDIA common stock (44,366,423 shares, of which USD 1 billion in NVIDIA stock (2,063,554 shares) will be subject to an escrow to satisfy certain indemnification obligations of SBGC and the SoftBank Vision Fund in the definitive agreement for the Transaction) will be paid to SBGC and the SoftBank Vision Fund at closing. An earn-out of up to USD 5 billion is payable to SBGC and the SoftBank Vision Fund subject to satisfaction of specific financial performance targets of Arm in the definitive agreement, and, if earned, SBG has the option to elect for the earn-out to be paid either in NVIDIA common stock or cash.

(Omitted)

Cautionary Statement Regarding Forward Looking Statements

This document contains “forward-looking statements”. You should not place undue reliance on these statements. These forward-looking statements include statements that reflect the current expectations, estimates, beliefs, assumptions, and projections of SBG's senior management about future events. Statements that include words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “potential,” “continue,” “goals,” “targets” and variations of these words (or negatives of these words) or similar expressions of a future or forward-looking nature identify forward-looking statements. In addition, any statements that refer to projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Although SBG believes the expectations reflected in any forward-looking statements are reasonable, they involve known and unknown risks and uncertainties, are not guarantees of future performance, and actual results, performance or achievements may differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Any or all of SBG's forward-looking statements may prove to be incorrect. Consequently, no forward-looking statements may be guaranteed and there can be no assurance that the actual results or developments anticipated by such forward looking statements will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, SBG, NVIDIA, Arm or their businesses or operations. Factors which could cause SBG's actual results to differ from those projected or contemplated in any such forward-looking statements include, but are not limited to, the following factors: the risk that the Transaction may not be completed in a timely manner or at all, which may adversely affect SBG’s business and the price of its stock; uncertainties as to the timing of the consummation of the Transaction and the failure to satisfy the conditions to the consummation of the Transaction, including the receipt of certain governmental and regulatory approvals; the potential for regulatory authorities to require divestitures, behavioral remedies or other concessions in order to obtain their approval of the Transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement for the Transaction; the potential impact of the announcement or consummation of the Transaction on the parties' relationships with customers, suppliers and other third parties; and other risks described in SBG's, NVIDIA’s and Arm’s public disclosures and NVIDIA's filings with the SEC. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the documents that NVIDIA files with the SEC on Forms 10-K, 10-Q, and 8-K. These filings identify and address other important risks and uncertainties that could cause events and results to differ materially from those contained in the forward-looking statements set forth in this document. SBG can give no assurance that the conditions to the Transaction will be satisfied. SBG does not intend, and assumes no obligation, to revise or update any forward-looking statements.

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