EFTA01365840.pdf

Amendment No. 3 to Form S-I Table of Contratj (b) to fewer than 100 or, if the Relevant Member State has implemental the relevant provision of the 2010 PD Amending Directive. 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the underwriters or the underwriters nominated by us for any such offer, or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of common stares shall require us or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Ankle 16 of the Pi ospectus Directive. For the purposes of this provision, the expression an "offer of common shares to the public" in relation to the common shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the common shares to be offered so as to enable an investor to deride to purchase or subscribe to the common shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto. including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State). and includes any relevant implementing measure in the Relevant Member State, and the expression "2010 PD Amending Directive" means Directive 2010173/EU. Hong Song No securities have been offered or sold, and no securities may be offered or sold. in Hong Kong, by means of any document, other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent: or to "professional investors- as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong ("S17O") and any rules made under that Ordinance; or in other circumstances which do not result in the document being a "prospectus- as defined in the Companies Ordinance (Cap. 32) of Hong Kong ("CO") or which do not constitute an offer or invitation to the public for the purpose of the CO or the SFO. No document, invitation or advertisement relating to the securities has been issued or may be issued or may be in the possession of any person for the purpose of issue (in each case, whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public of !long Kong (except if permitted under the securities laws of Hong Kong) other than with respect to securities which are or. are intended to be, disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the SFO and any rules made under that Ordinance. This prospectus has not been registered with the Registrar of Companies in Hong Kong. Accordingly, this prospectus may not be issued, circulated or distributed in Hong Kong. and the securities may not be offered for subscription to members of the public in Hong Kong. Each person acquiring the mturities will be requital, and is deemed by the acquisition of the securities, to confirm that he is aware of the restriction on offers of the securities described in this prospectus and the relevant offering documents and that he is not acquiring, and has not been offered any securities in circumstances that contravene any such restrictions. Japan The offering has not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948 of Japan, as amended, or the "FIEL"), and the underwriters will not offer or sell any securities, directly or indirectly, in Japan. or to. or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for rte-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the NEL and any other applicable laws, regulations and ministerial guidelines of Japan. Singapore This prospectus has not been and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase. of the securities may not be circulated or digributed, nor may the securities be 138 CFdR06502tha a.htnif 6/17/2015 12:26:00 I'M I CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057095 CONFIDENTIAL SONY GM_00203279 EFTA01365840