SoftBank Investor Presentation Deck

IMPORTANT INFORMATION This presentation (this "Presentation") is furnished to you on a confidential basis for informational due diligence purposes and not, and may not be relied on in any manner as, legal, tax, investment, accounting or other advice or as an offer to sell or a solicitation of an offer to buy limited partnership or comparable limited liability equity interests in SoftBank Vision Fund L.P. (together with, as the context may require, any parallel fund, feeder fund, co-investment vehicle or alternative investment vehicle,"SVF" or the "Vision Fund") or any future fund managed by SB Investment Advisers (UK) Ltd. (the "Manager" or "SBIA") or any affiliates thereof. This Presentation not intended to be relied upon as the basis for any investment decision, and is not, and should not be assumed to be, complete. The contents f this presentation are not to be construed as legal, business or tax advice. None of the Vision Fund, the Manager, any future fund managed by the Manager, SoftBank Group Corp. (together with its affiliates, "SoftBank") or their respective affiliates makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein and nothing contained herein should be relied upon as a promise or representation as to past or future performance of the Vision Fund or any other entity referenced in this Presentation, or future performance of any future fund managed by the Manager. Recipients of this Presentation should make their own investigations and evaluations of the information contained in this Presentation and should note that such information may change materially. The recipient acknowledges and agrees that it is a sophisticated investor with such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the opportunities described herein. The recipient agrees that it shall independently and without reliance upon SoftBank, the Manager or any of their related persons and based on such documents and information as it has deemed appropriate and on consultations with its own legal, tax, regulatory, accounting, investment and financial advisors, make its own appraisal of, and investigation into the business, operations, property, financial and other conditions, creditworthiness, likelihood of success, merits and consequences of the opportunities described herein. Recipient acknowledges and agrees that none of the Vision Fund, the Manager, any future fund managed by the Manager, any affiliate of the foregoing or any related person shall have any duty or responsibility to provide the recipient with any information regarding the business, operations, property, financial and other condition and creditworthiness of the companies discussed herein or any of its affiliates which may come into the possession of any of them. For the avoidance of doubt, the Vision Fund is a prior fund managed by SBIA which is not being offered to investors. Information relating to the performance of the Vision Fund or any other entity referenced in this Presentation has been included for background purposes only and should not be considered an indication of the future performance of the Vision Fund, any other entity referenced in this Presentation or any future fund managed by SBIA. References to any specific investments of the Vision Fund, to the extent included herein, are presented to illustrate the Manager's investment process and operating philosophy only and should not be construed as a recommendation of any particular investment or security. The investment performance of individual investments in the Vision Fund may vary and the performance of the selected transactions is not necessarily indicative of the performance of all of the applicable prior investments. The specific investments identified and described herein do not represent all of the investments made by the Manager, and no assumption should be made that investments identified and discussed herein were will be profitable. Statements contained in this Presentation (including those relating to current and future market conditions and trends in respect thereof) that are not historical facts are based on current expectations, estimates, projections, opinions and/or beliefs of the Manager. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. In addition, no representation or warranty is made with respect to the reasonableness of any estimates, forecasts, illustrations, prospects or returns, which should be regarded as illustrative only, or that any profits will be realized. Certain information contained herein constitutes "forward-looking statements," which can be identified by the use of terms such as "may", "will", "should", "expect", "project", "estimate", "intend", "continue", "target" or "believe" (or the negatives thereof) or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or actual performance of the Vision Fund or any future fund managed by the Manager (or any other entity referred to herein) may differ materially from those reflected or contemplated in such forward-looking statements. As a result, investors should not rely on such forward-looking statements in making their investment decisions. No representation or warranty is made as to future performance or such forward-looking statements. None of the information contained herein has been filed with the U.S. Securities and Exchange Commission, any securities administrator under any securities laws of any U.S. or non-U.S. jurisdiction or any other U.S. or non-U.S. governmental or self-regulatory authority. No such governmental or self-regulatory authority will pass on the merits of the offering of interests in the Vision Fund or any future fund managed by the Manager or the adequacy of the information contained herein. Any representation to the contrary is unlawful. Vision Fund performance herein is based on unrealized valuations of portfolio investments. Valuations of unrealized investments are based on assumptions and factors (including, for example, as of the date of the valuation, average multiples of comparable companies, and other considerations) that the Manager believes are reasonable under the circumstances relating to each particular investment. However, there can be no assurance that unrealized investments will be realized at the valuations indicated herein or used to calculate the returns contained herein, and transaction costs connected with such realizations remain unknown and, therefore, are not factored into such calculations. Estimates of unrealized value are subject to numerous variables that change over time. The actual realized the Vision Fund's unrealized investments will depend on, among other factors, future operating results, the value of the s and market conditions at the time of disposition, any related transaction and the timing and manner of sale, all of which may differ from the assumptions and circumstances on which the Manager's valuations are based. As used throughout, and unless otherwise indicated, Gross Equity IRR is pro-forma and based on the limited partners' equity cash inflows (capital contributions based) and outflows (distributions), net of financing, assuming disposition of assets at the valuations as of 31 March 2019. It includes the effect of leverage and does not take into account deductions of management fees, carried interest, Vision Fund expenses or other expenses, and accrued Preferred Equity Coupon. Net Equity IRR is based on the limited partners' equity cash inflows (capital contributions) and outflows (distributions), net of financing, assuming disposition of assets at the valuations as of 31 March 2019. Net Equity IRR includes the effect of leverage and is after deducting management fees, carried interest, Vision Fund expenses or other expenses, and accrued Preferred Equity Coupon. As used herein, Equity IRRS do not reflect the return on Preferred Equity Commitments, which will have a material impact on the Vision Fund's or any future fund managed by the Manager's performance in aggregate, as well as the IRR generated by a particular investor, which could be materially lower. Net Blended IRR is pro forma and based on the limited partners' cash inflows (capital contributions) and outflows (distributions), net of financing, assuming disposition of assets at the valuations as of 31 March 2019, and reflects combined performance of the Vision Fund's Preferred Equity Commitments and Equity Commitments. Net Blended IRR includes the effect of leverage and is after deducting management fees, carried interests, Vision Fund expenses or other expenses, and accrued Preferred Equity Coupon. Net Blended IRR includes Preferred Equity Coupon payments. "Equity" IRRs are provided for illustrative purposes, reflect a subset of the Vision Fund's overall performance and may not reflect the experience of any other limited partner. Results for individual limited partners will vary based on their specific investment as well as the timing of their specific cash flows. The Vision Fund has a limited operating history, and accordingly, performance information may not be representative and actual realized return on these unrealized investments may differ materially from the performance information indicated herein. Vision Fund performance is based in part on valuations of certain investments that were recently acquired by the Vision Fund as a portfolio from SoftBank Group Corp; accordingly, the performance information herein, which is based in part on valuations of unrealized investments, is not indicative of future results. The selection of such investments, the timing of such acquisitions and the valuation and subsequent performance of those investments had a material and positive impact on the performance of the Vision Fund. SoftBank Group Corp. is under no obligation to offer similar assets to the Vision Fund in the future. Past performance is not necessarily indicative of future results. The performance of the Vision Fund or any future fund managed by the Manager may be materially lower than the performance information presented herein. There can be no assurance that the Vision Fund or any future fund managed by the Manager will achieve comparable results as those presented herein or that investors in the Vision Fund or any future fund managed by the Manager will not lose any or all of their invested capital. The actual realized return on these unrealized investments may differ materially from the performance information indicated herein. No assumption should be made that investments identified and discussed herein were or will be profitable, or that investments made in the future will be comparable in quality or performance to the investments described therein. The actual return realized by any investor in the Vision Fund or any future fund managed by the Manager may differ materially from those reflected or contemplated in the data presented in this Presentation. Certain information contained in this Presentation has been obtained from published and non-published sources prepared by other parties, which in certain cases has not been updated through the date hereof. While such information is believed to be reliable for the purposes of this Presentation, none of the Vision Fund, any future fund managed by the Manager, the Manager, SoftBank, or their respective affiliates assumes any responsibility for the accuracy or completeness of such information and such information has not been independently verified. Except where otherwise indicated herein, the information provided in this Presentation is based on matters a s they exist as of the date of preparation of this Presentation and not as of any future date, and will not be updated r otherwise revised to reflect information that subsequently becomes available, or circumstances existing or changes occurring after the date hereof. Certain hypothetical illustrations set forth herein contain projections, targets, assumptions and expectations with respect to the performance of investments. These hypothetical returns, including the projections, targets, assumptions and expectations contained therein, have been prepared and are set out for illustrative purposes only, and do not constitute forecasts. They have been prepared based on the Manager's current view in relation to future events and various assumptions and estimations, including estimations and assumptions with respect to events that have not occurred, any of which may prove incorrect. Projections, targets, assumptions and expectations with respect to the Manager, the Vision Fund and any future fund managed by the Manager are based on the Manager's current beliefs for the future operations of the Vision Fund or any future fund managed by the Manager, the Manager's current views in relation to possible future events, and various other models, estimates and assumptions made by the Manager. Further, the targets stated herein are based on an assumption that economic, market and other conditions will not deteriorate and, in some cases, improve. These projections involve significant elements of subjective judgment. Others may select other underlying assumptions o r methodologies that would significantly affect the projected returns or performance information set forth herein, even materially. There can be no assurance that the expected projected results will be achieved, and actual results may vary significantly from the expected projections. General economic, natural and other conditions, which are not predictable and are outside the control of the Manager, can have an adverse impact on the reliability of such expected projections. There can be no assurance that the Vision Fund or any future fund managed by SBIA will be able to make investments in companies that the Manager otherwise deems appropriate or, if it does, as to the size of the position it will be able to build. Moreover, the inability to sell investments in companies these circumstances could materially adversely affect the investment results of the Vision Fund or any future fund managed by the Manager. There is no guarantee that the Vision Fund or any future fund managed by SBIA will be able to successfully implement the strategies described in the Information. Certain information presented herein may be based, in part, on information from third parties believed to be reliable and/or assumptions that later prove to be invalid or incorrect. Third-party logos and vendor information included herein are provided for illustrative purposes only. Inclusion of such logos does not imply affiliation with or endorsement by such firms r businesses. There is no guarantee that the Manager, the Vision Fund's portfolio companies, any future portfolio companies of a future fund managed by the Manager or SoftBank will work with any of the firms or businesses whose logos are included herein in the future. No assumption should be made that investments identified and discussed herein were or will be profitable, or that investments made in the future will be comparable in quality or performance to the investments described therein. The actual return realized by any investor in the Vision Fund or any future fund managed by SBIA may differ materially from those reflected or contemplated in the data presented in this Presentation. EACH RECIPIENT ACKNOWLEDGES AND AGREES THAT IT IS RECEIVING THIS PRESENTATION ONLY FOR THE PURPOSES STATED ABOVE AND SUBJECT TO ALL APPLICABLE CONFIDENTIALITY OBLIGATIONS AS WELL AS THE UNITED STATES SECURITIES LAWS PROHIBITING ANY PERSON WHO HAS RECEIVED MATERIAL, NON-PUBLIC INFORMATION FROM PURCHASING OR SELLING SECURITIES OF THE APPLICABLE ISSUER OR FROM COMMUNICATING SUCH INFORMATION TO ANY OTHER PERSON UNDER CIRCUMSTANCES IN WHICH IT IS REASONABLY FORESEEABLE THAT SUCH PERSON IS LIKELY TO PURCHASE OR SELL SUCH SECURITIES.