Grab (A6I) Risk Analysis

The market price of our Class A Ordinary Shares and Warrants may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We have been and may be the target of this type of litigation and investigations. Beginning in March 2022, various putative shareholder class action lawsuits were filed against our Company and certain of its officers in the U.S. District Court for the Southern District of New York, which were later consolidated under the caption In re Grab Holdings Limited Securities Litigation, No. 1:22-cv-02189-VM. On August 22, 2022, Lead Plaintiffs filed an Amended Class Action Complaint against the Company, certain of its officers and directors, and certain officers and directors of Altimeter Growth Corp. The class action was purportedly brought on behalf of various classes of persons who allegedly suffered damages as a result of alleged misstatements and omissions regarding our proxy and registration statements, business operations, potential impact on our financial results, and future prospects, in violation of the U.S. Securities Act, the U.S. Securities Exchange Act of 1934, and Rules 10b-5 and 14a-9 promulgated thereunder. On March 12, 2024, the Court granted in part and denied in part Defendants' motion to dismiss. On May 15, 2025, the Court granted final approval of a settlement agreement for $80 million. Involvement in securities litigation against us could result in substantial costs and divert management's attention from other business concerns, which could seriously harm our business.

The trading prices of our Class A Ordinary Shares and Warrants have been, and may continue to, fluctuate due to a variety of factors, including, without limitation: - changes in the industries and countries in which we operate;- developments involving our competitors;- changes in laws and regulations affecting our businesses;- variations in our operating performance and financial condition, as well as the performance of our competitors in general;- actual or anticipated fluctuations in our quarterly or annual operating and financial results;- publication of research reports by securities analysts about us or our competitors or our industry;- the public's reaction to our press releases, our other public announcements and filings with the SEC concerning our company or our securities;- actions by shareholders, including any sale by major shareholders, other significant shareholders or our directors and officers;- short seller reports that make allegations against us or our affiliates, even if unfounded;- departures of key personnel;- commencement of, or involvement in, litigation;- any share repurchases made by us;- changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;- the volume of our Class A Ordinary Shares available for public sale, including due to conversions of the Notes, which we may choose to fully or partially settle by issuing Class A ordinary shares; and - general economic and political conditions, such as recessions, inflation, interest rates, local and national elections, fuel prices, international currency fluctuations, corruption, political instability and acts of war or terrorism. These market and industry factors may materially reduce the market price of our Class A Ordinary Shares and Warrants regardless of our operating performance.

Sales of a substantial number of Class A Ordinary Shares and/or Warrants in the public market by the existing securityholders, or the perception that those sales might occur, could depress the market price of our Class A Ordinary Shares and Warrants and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market price of our Class A Ordinary Shares and Warrants. Pursuant to our Shareholder Support Agreements and Sponsor Support Agreement, certain of our shareholders were or are restricted, subject to certain exceptions, from selling certain of our securities that they received as a result of the share exchange in the Business Combination. As of the date of this annual report, the sale restrictions on all the relevant securities have expired and have become eligible for resale in accordance with U.S. securities laws, including Rule 144. In addition, as of the date of this annual report, the Notes are convertible into 228,937,800 Class A Ordinary Shares at any time at the option of the holders thereof. Subject to applicable Rule 144 restrictions or additional registration under the Securities Act, the Class A ordinary shares converted from the Notes may be freely traded in the public market. In addition, certain of our shareholders and certain other significant shareholders may avail of the registration statements on Form F-3 (File Number: 333-261949 and 333-264872) which we filed pursuant to our agreements with them to sell large amounts of our securities in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in our share price or putting significant downward pressure on the price of our Class A Ordinary Shares and Warrants.

We require significant capital investment to support our business and may issue additional Class A Ordinary Shares, Class B Ordinary Shares, or other equity or convertible debt securities of equal or senior rank in the future without shareholder approval. In June 2025, we issued the Notes, which, as of the date of this annual report, are convertible into 228,937,800 Class A Ordinary Shares at any time at the option of the holders thereof. Additionally, employees, directors, and consultants hold and are granted equity awards under the 2021 Plan and purchase rights under the ESPP, the vesting, exercise and settlement of which will cause further dilution. See "Item 6. Directors, Senior Management and Employees-B. Compensation-Share Incentive Plans." Dilution will also take place if we issue new shares in relation to acquisitions, strategic partnerships or other events. For instance, subject to certain conditions precedent and other agreed terms, our partner of the Digital Banking JV may be entitled to exchange its shares for our shares starting in December 2027 based on a formula considering the then-prevailing valuations of the Digital Banking JV and the trading price of Class A Ordinary Shares. For illustrative purposes, if the partner's stake were valued at $1 billion and our share price was $10, they would receive 100 million Class A Ordinary Shares, equivalent to 2.4% of total Ordinary Shares as of January 31, 2026. However, because the actual valuation and share price will not be determined until at least late 2027, the resulting issuance could be materially greater than this illustrative 2.4%, resulting in significantly higher dilution. Any issuance of additional securities would have the following effects: (i) existing shareholders' proportionate ownership interest in us will decrease; (ii) the relative voting power of each previously outstanding Class A Ordinary Share may be diminished; (iii) the amount of cash available per share, including for potential future dividends, may decrease; and (iv) the market price of Class A Ordinary Shares may decline or be depressed.

The trading market for our Class A Ordinary Shares will depend, in part, on the research and reports that securities or industry analysts publish about us or our business. We may be unable to sustain coverage by well-regarded securities and industry analysts. If either none or only a limited number of securities or industry analysts maintain coverage, or if these securities or industry analysts are not widely respected within the general investment community, the demand for our Class A Ordinary Shares could decrease, which might cause our share price and trading volume to decline significantly. In the event that we obtain securities or industry analyst coverage, if one or more of the analysts who cover us downgrade their assessment or publish inaccurate or unfavorable research about our business, the market price and liquidity for our Class A Ordinary Shares could be negatively impacted.

Our Warrants to purchase an aggregate of 10,000,000 Class A Ordinary Shares have become exercisable in accordance with the terms of the Assignment, Assumption and Amendment Agreement and the Existing Warrant Agreement governing those securities. The exercise price of these warrants is $11.50 per share. To the extent such warrants are exercised, additional Class A Ordinary Shares will be issued, which will result in dilution to the holders of our Class A Ordinary Share and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of our Class A Ordinary Shares.

Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: (i) the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; (ii) the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; (iii) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (iv) the selective disclosure rules by issuers of material nonpublic information under Regulation FD. We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we have published and intend to continue to publish our results on a quarterly basis through press releases, distributed pursuant to the rules and regulations of NASDAQ. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC are less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. Accordingly, you may receive less or different information about us than you would receive about a U.S. domestic public company. We could lose our status as a foreign private issuer under current SEC rules and regulations if more than 50% of our outstanding voting securities become directly or indirectly held of record by U.S. holders and any one of the following is true: (i) the majority of our directors or executive officers are U.S. citizens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States. If we lose our status as a foreign private issuer in the future, we will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if we were a company incorporated in the United States. Such a transition would likely result in substantial compliance costs and require management to divert significant time and resources from other responsibilities to meet these additional regulatory requirements. See "Item 6. Directors, Senior Management and Employees-C. Board Practices-Foreign Private Issuer Status."

We are a company incorporated in the Cayman Islands and are listed on NASDAQ. NASDAQ market rules permit a foreign private issuer like us to follow the corporate governance practices of our home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from NASDAQ corporate governance listing standards applicable to domestic U.S. companies. We currently rely on these exemptions, which means we are not required to have a majority-independent board of directors, a compensation or nominating committee consisting entirely of independent directors, or regularly scheduled executive sessions with only independent directors each year. Additionally, we are not required to seek shareholder approval for certain issuances of securities, including those related to the establishment of or material amendments to equity compensation arrangements, or for corporate actions or issuances which may disparately reduce or restrict the voting rights of existing shareholders. Although we are not required to do so and may change our practices at any time, we currently maintain a majority-independent board of directors, a majority-independent compensation committee, and a nominating committee. However, because we are permitted to follow home country practices, you may not be provided with the full benefits and protections of certain NASDAQ corporate governance requirements applicable to U.S. domestic public companies. Subject to the foregoing, we rely on the exemptions listed above. See "Item 6. Directors, Senior Management and Employees-C. Board Practices-Foreign Private Issuer Status."

We are an exempted company limited by shares incorporated under the laws of the Cayman Islands, and we conduct a majority of our operations through our subsidiary, GHI, and GHI's subsidiaries and consolidated affiliated entities outside the United States. Substantially all of our assets are located outside the United States. A majority of our officers and directors reside outside the United States and a substantial portion of the assets of these individuals are located outside the United States. Consequently, it could be difficult or impossible for you to bring an action against us or these individuals in the United States for alleged infringements of securities laws or otherwise. Even if a U.S. action is successful, the laws of the Cayman Islands and other non-U.S. jurisdictions may render you unable to enforce a judgment against our assets or the assets of our directors and officers. Our principal operating markets, including Indonesia, Singapore, Thailand, Malaysia, Philippines, and Vietnam, do not have treaties providing for the reciprocal recognition and enforcement of U.S. court judgments. Furthermore, it is unclear if existing extradition treaties between the United States and Southeast Asian markets would permit the effective enforcement of criminal penalties under U.S. federal securities laws. The corporate affairs of GHL are governed by its currently effective articles of association (the "GHL Articles"), the Cayman Islands Companies Act (Revised) and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders, and the fiduciary duties of our directors to us under Cayman Islands law, are largely governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law may not be as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws than the United States. Some U.S. states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may lack standing to initiate shareholder derivative actions in U.S. federal courts. Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association) or to obtain copies of lists of shareholders of these companies. Our directors will have discretion under the GHL Articles to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but we are not obliged to make them available to the shareholders. This may make it more difficult for you to obtain information needed to establish facts for shareholder motions or to solicit proxies in a proxy contest. Furthermore, certain corporate governance practices in the Cayman Islands differ significantly from U.S. requirements. To the extent we follow home country practices, our shareholders may be afforded less protection than they would under rules and regulations applicable to U.S. domestic issuers. See "Item 6. Directors, Senior Management and Employees-C. Board Practices-Foreign Private Issuer Status." As a result of the above, our shareholders may face more difficulty protecting their interests against actions taken by management, the board, or controlling shareholders than they would as public shareholders of a U.S. company.