Grab (GRAB) Risk Analysis

We are subject to anti-corruption, anti-bribery, and anti-money laundering and countering the financing of terrorism laws in the jurisdictions in which we do business and may also be subject to such laws in other jurisdictions under certain circumstances, including, for example, the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"). These laws generally prohibit us and our employees from improperly influencing government officials or commercial parties in order to, among other things, obtain or retain business, direct business to any person, or gain any improper advantage. Under applicable anti-bribery and anti-corruption laws, we could be held liable for acts of corruption and bribery committed by third-party business partners, representatives, and agents who acted, or may have purported to act, on our behalf. We have operations in, and have business relationships with, entities in countries known to experience high levels of corruption. We and our third-party business partners, representatives, and agents may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We are subject to the risk that we could be held liable for or be inadvertently involved in the corrupt or other illegal activities of these third-party business partners and intermediaries and our and their respective employees, representatives, contractors, and agents. Our employees frequently consult or engage in discussions with government officials in the markets where we operate with respect to potential changes in government policies or laws impacting our industries and have engaged in joint ventures and other partnerships with state-owned enterprises or government agencies, which potentially heighten such anti-corruption-related risks. In addition, our activities in certain countries with high levels of corruption enhance the risk of unauthorized payments or offers of payments by driver-partners, consumers, merchant-partners, shippers or carriers, employees, consultants, or business partners in violation of various anti-corruption laws, including the FCPA, even though the actions of these parties are often outside our control. While we have policies and procedures intended to address compliance with such laws, there is no guarantee that such policies and procedures are or will be fully effective at all times, and our employees and agents may take actions in violation of our policies and procedures or applicable laws, for which we may be ultimately held responsible. Additional compliance requirements may compel us to revise or expand our compliance program, including the procedures we use to verify the identity of platform users and monitor international and domestic transactions. Any violation of applicable anti-bribery, anti-corruption, and anti-money laundering and countering the financing of terrorism laws could result in whistleblower complaints, adverse media coverage, harm to our reputation and brand, investigations, imposition of significant legal fees, severe criminal or civil sanctions, suspension or debarment from government licenses, permits and contracts, forced exit from an important market or business segment, substantial diversion of management's attention, a drop in our Class A Ordinary Share and Warrant prices, or other adverse consequences, any or all of which could have a material and adverse effect on our business, financial condition, results of operations and prospects.

We operate across the deliveries, mobility and financial services segments in over 900 cities in the large, diverse and complex Southeast Asian region. Each of our segments is subject to numerous and often conflicting or evolving regulations from various regulators in each jurisdiction in which we operate. Focus areas of regulatory risk that we are exposed to include, among others: (i) evolution of laws and regulations applicable to deliveries, mobility and/or financial services (including digital bank) offerings, (ii) various forms of data regulation such as data privacy, data localization, data portability, cybersecurity and advertising or marketing, (iii) gig economy regulations, (iv) anti-trust regulations, (v) digital platform regulations, (vi) economic regulations such as price, supply regulation, safety, health and environment regulations, (vii) foreign ownership restrictions, (viii) AI regulation and (ix) regulations regarding the provision of online services, including with respect to the internet, mobile devices and e-commerce. Moreover, since we operate across eight countries, regulatory scrutiny or actions in one country may lead to other regulators taking similar actions in other countries. We, with our significant and varied group of stakeholders, are highly visible to regulators across our markets. Dissatisfaction among stakeholder groups could trigger regulator intervention, impacting our business. Because the industries in which we operate are relatively new and disruptive in our market, the relevant laws and regulations, as well as their interpretations, are often unclear and evolving in certain jurisdictions. This dynamic environment means we may be unable to obtain, assess, maintain, or renew all required licenses, permits and approvals necessary to provide our offerings and those we plan to offer. We cannot be sure that our interpretations of the rules and regulations, including our reliance on applicable regulatory exemptions have always been or will be consistent with those of the local regulators. As we expand our businesses, and in particular our financial services business, we may be required to obtain new licenses and will be subject to additional laws and regulations in the markets in which we plan to operate. Segments of our businesses that are currently unregulated could become regulated, or segments of our businesses that are already regulated could be subject to new and changing regulatory requirements, which may adversely impact our business, results of operations, financial results and prospects. Various proposals regarding issues related to our business operations and business model that may impact our business are currently before various national, regional, and local legislative bodies and regulatory entities, or have already been adopted and implemented through new laws, rules or regulations. Compliance with existing or new laws and regulations could expose us to liabilities or cause us to incur significant expenses or otherwise impact our offerings or prospects. For example: - Under regulations governing the transportation business in Vietnam, we may be required to obtain a transport license in each province or city where mobility services are provided through our platform. We are currently engaging with national, provincial and city-level regulators on this requirement, which poses practical constraints for implementation, given that we believe these requirements are not appropriate or suited to a platform business such as ours. Pending the outcome of these engagement efforts, including how this requirement may be addressed under the new regulations, we may be required to make operational adjustments to comply with the regulatory requirements or even shut down the affected services, to avoid penalties (in the form of fine and/or imprisonment) or disruptions in operations, which could involve significant costs or may not be practicable. - In Malaysia, the government is developing regulations on p-hailing (parcel deliveries arranged via electronic mobile application), following the introduction of a regulatory framework which came into operation in 2023. Under the new regulations, we and our driver-partners who are involved in parcel deliveries will need to obtain necessary licenses once the relevant regulations come into operation and certain operational requirements may need to be met to qualify for these licenses. Depending on the implementation by the relevant authorities of the regulatory requirements, which are still being developed, if the transition period for our driver-partners to comply with and apply for the necessary license is too short, we may experience a shortage of driver-partners who carry on delivery services for GrabFood, GrabMart and GrabExpress on our platform for a period of time. - In Thailand, ride-hailing regulations enacted in 2021 and 2022 stipulate, among other things, fare calculation, commission, car size, vehicle registration, application and ride-hailing operator's qualifications and require time for us and our driver-partners to comply with vehicle registration and public driving licensing requirements, which may materially impact our driver-partner supply. In addition, the Royal Decree on the Supervision of Digital Platform Service Businesses that are Subject to Prior Notification (2022) (the "ETDA Law") and its subordinate regulations classify us as a "digital service platform service provider with specific characteristics" and is likely to classify us as a "large digital service platform service provider". This would require us to comply with various obligations, such as establishing risk management, system security, and crisis management safeguards, appointing a compliance officer, and undergoing third-party audits. Furthermore, specific notifications issued under the ETDA Law in 2025 impose additional operational requirements on us as platform service providers, including as ride-hailing service provider and e-marketplace platform. See "Item 4. Information on the Company – B. Business Overview – Regulatory Environment – Thailand – Regulations on Our Online Platform" for details. These obligations require significant time and resources, and non-compliance may result in suspension of the business or revocation of any notification already made. In Indonesia, there have been media speculations that the government is considering a draft presidential decree that would mandate a reduction in the maximum commission we can charge our driver-partners. If adopted as reported by the media, the current 20% cap (comprising a 15% commission cap and a 5% optional supporting fee cap under Ministry of Transportation ("MOT") Decree No. 667 of 2022, as amended) would be lowered to a flat 10% commission cap. Furthermore, the draft decree seeks to reclassify driver-partners as quasi-employees, requiring us to fund accident and death insurance and contribute to health, old-age, and pension premiums. As reported by the media, it also aims to allow the government to review our agreements with driver-partners and protect their right to unionize. If adopted, any such changes would increase our costs, reduce our margins, and diminish our operational flexibility. We may be unable to offset these increased costs through price adjustments or efficiency enhancements. Moreover, any price adjustments could lead to decreased demand for our services in Indonesia. There also has been pressure on governments in Southeast Asia to increase or introduce new taxes on the technology sector as it becomes a more important and profitable portion of the economy. For example, in the Philippines, a new law enacted in 2024 imposes a 12% value-added tax ("VAT") on the sale of digital services. The statutory taxpayer of the VAT would be the seller or digital service provider. In addition, as we expand our offerings in new areas, such as financial services and mapping or geospatial technology, we may become subject to additional laws and regulations, which may require licenses to be obtained for us to provide new offerings or continue to provide existing offerings in the relevant jurisdictions. We are subject to laws and regulations that impose general requirements and provide regulators with broad discretion in determining compliance with such laws and regulations. Regulators may interpret laws and regulations in a manner differently than us and may have broad discretion in determining any sanctions or remedial measures. Most jurisdictions in which we operate our deliveries business currently do not require a delivery license for the delivery-partners on our platform or license for delivery platform operators. In the mobility space, there are laws for ride-hailing which require ride-hailing platforms and driver-partners to apply for licenses and comply with license requirements. However, local regulators may decide to enforce or enact new local regulations, or amend existing regulations, requiring licenses, imposing caps on drivers or vehicles, mandating drivers to join a licensed entity or which impose other requirements, such as minimum age requirements for driver-partners. There are also regulations with respect to how fares are set between us and such special rental (i.e., car rental with driver) transportation companies and regulations requiring delivery driver-partners to join licensed courier companies prior to providing point-to-point delivery services through a platform such as ours. If regulations evolve or regulators change current policy or enforce local regulations, we may face additional complexity and risks in providing deliveries and mobility offerings on our platform. In addition, regulators in some jurisdictions impose a cap on both the supply, commission payable by driver-partners and fares (including other fees) applicable to our operations, and although we have in the past been able to obtain approval to increase capacity when needed, there can be no assurance that we will continue to obtain approval to increase capacity to meet demand, which could impact our business and prospects. If we or drivers become subject to further caps, limitations, or licensing requirements, our business, financial condition, results of operations and prospects would be adversely impacted. In certain jurisdictions, there has been public pressure to impose limits on the commissions payable by merchant-partners to platforms such as our platform, which, if imposed, could impact our deliveries business. Our actual or perceived failure to comply with applicable regulations could expose us to regulatory actions, including, but not limited to, potential fines, orders to temporarily or permanently cease all or some of our business activities, a prohibition on taking on new consumers, driver-partners or merchant-partners and the implementation of mandated remedial measures.

Competition authorities closely scrutinize us. Antitrust regulators in Southeast Asia and elsewhere are taking a greater interest in potential abuses of market power, anti-competitive agreements, and transactions that lead to substantial lessening of competition or entrenching or strengthening a dominant position, involving big technology companies. If one jurisdiction imposes or proposes to impose new requirements or restrictions on our business or transactions, other jurisdictions may follow suit, which could result in adverse publicity, significant fines, or prevent the implementation of transactions, whether or not valid or subject to appeal. In Singapore, the Competition and Consumer Commission of Singapore ("CCS") has identified digital markets as a focus and has increased scrutiny in the online food delivery, ride-hailing and virtual kitchen sectors. If the CCS determines our arrangements with merchant-partners are harmful to competition, they may take enforcement action against us. On the market-consolidation front, in July 2024, following a provisional decision by the CCS that our proposed acquisition of Trans-cab Holdings Ltd was likely to entrench and strengthen our dominant position in the ride-hailing market, and result in a substantial lessening of competition in the ride-hailing market, we terminated the acquisition and withdrew our application for merger approval. CCS had also, in 2024, issued interim measures directions on us in response to speculation of a possible transaction in the online food delivery market. In the Philippines, the Philippine Competition Commission ("PCC") cleared our 2018 acquisition of Uber's Southeast Asian business subject to voluntary commitments but later imposed a fine of approximately PHP 56.5 million ($1.0 million) for violating pricing and service quality commitments. Although we have been released from the voluntary commitments, the PCC is still reviewing past compliance reports and we and the PCC agreed to appoint a third-party monitor to complete this review. Depending on the monitor's findings, we may be prohibited from implementing planned incentives or face further fines. We also faced an adverse decision issued by the Philippine Court of Appeals, which became final in February 2024, for alleged violations of interim measures previously ordered by the PCC. While this is subject to further proceedings before the PCC, if affirmed, the PCC may impose an additional PHP 12 million ($200,000) in fines and penalties. In Malaysia, the Malaysia Competition Commission ("MyCC") issued a proposed decision in October 2019 alleging that we abused our dominant position by imposing restrictive clauses on driver-partners, including restrictions on promoting competitors' products and providing advertising services to third-party enterprises. MyCC proposed a fine of approximately MYR 86.8 million ($21.4 million) and a fine of MYR 15,000 ($4,000) for each day of failure to take remedial actions as directed by MyCC. We believe we had complied with these directions and should not be subject to the daily fines and initiated a judicial review. The High Court issued a ruling that quashed the fines, and MyCC appealed to the Court of Appeal. Ultimately, the Court of Appeal dismissed the appeal and the Federal Court further denied MyCC's application for leave to appeal, which effectively ended the case. However, we cannot assure you that MyCC will not hand down similar or other decisions adverse to us in the future. Elsewhere, the Trade Competition Commission Thailand ("TCCT") is actively examining compliance complaints in the online delivery and mobility markets. In Indonesia, the Business Competition Supervisory Commission ("KPPU") is enforcing Law No. 20/2008 regarding the fairness of partnerships between large and medium enterprises on the one side and small and micro enterprises on the other. In 2024 and 2025, KPPU investigated our partnership arrangements with driver-partners for (i) GrabExpress and GrabFood delivery and (ii) special rental transportation with other ride-hailing applicators. In addition, KPPU has initiated proceedings regarding a cartel allegation involving the determination of P2P interest rates by the Indonesian Fintech Peer-to-Peer Funding Association ("AFPI"), of which our relevant subsidiary is a member. The proceedings are still ongoing and we cannot assure you that the outcome of the proceeding will be favorable or will not result in negative consequences. Furthermore, governmental agencies and regulators may prohibit future acquisitions or combinations, re-evaluate past transactions, require the divestiture of certain assets, or impose restrictions that limit our operations and contractual relationships. For example, our pricing model, including dynamic pricing, could be challenged or limited in emergencies and capped in certain jurisdictions or become the subject of litigation and regulatory inquiries. As a result, we may be forced to change our pricing model in certain jurisdictions, which could harm our revenue or result in a sub-optimal tax structure.

We allow consumers to pay driver-partners directly in cash for the entire fare of rides and cost of deliveries, which includes the service fee payable to us by driver-partners. Cash-paid trips accounted for 27% of our transactions in 2025, 27% in 2024 and 25% in 2023. This reliance on cash creates significant uncertainty, as collection in some jurisdictions may fall into ambiguous regulatory areas regarding banking or payments licenses. Failure to comply with these regulations, or with anti-money laundering and countering the financing of terrorism laws, could result in significant fines, penalties, or the suspension of operations. Furthermore, cash transactions increase safety and security risks for driver-partners, including robbery, assault, and other criminal acts, which have been reported in certain jurisdictions where we operate. Operationally, establishing infrastructure to ensure we receive our correct fee on cash trips is complex. While we have created systems for driver-partners to collect and deposit cash, and for us to account for these funds, these systems are not always effective, convenient, or widely adopted. Maintaining and improving these systems requires significant resources, yet we cannot guarantee they will be effective. If our collection systems fail or driver-partners default on their payment obligations, we may be adversely affected by the inability to collect due amounts and the cost of legal enforcement. To mitigate these risks, we work with governments to drive cashless penetration and provide consumer incentives, such as GrabPay rewards and vouchers, to discourage cash use. Any failure in collection, enforcement, or regulatory compliance could materially harm our business, financial condition, results of operations and prospects.

The laws and regulations in many Southeast Asian markets, including Thailand, Vietnam, the Philippines, Indonesia and Malaysia, restrict foreign investment in, control over, management of, ownership of and ability to obtain licenses for entities engaged in a number of business activities. Set forth below is certain information with respect to foreign ownership restrictions relevant to our businesses in these jurisdictions. For more information, see "Item 4. Information on the Company – B. Business Overview – Regulatory Environment" and "Item 4. Information on the Company – C. Organizational Structure." Thailand Pursuant to the Thai Foreign Business Act B.E. 2542 (1999) (the "FBA"), a person or entity that is "Non-Thai" (as defined in the FBA and described in "Item 4. Information on the Company – B. Business Overview – Regulatory Environment – Thailand") cannot conduct certain restricted businesses in Thailand, including the businesses that our entities in Thailand operate, unless an appropriate license is obtained. In addition, the Civil and Commercial Code of Thailand (as amended) at the time we incorporated our Thai entities required a private company to have a minimum number of three shareholders, although starting from February 7, 2023, a private company in Thailand is only required to have two shareholders. Our deliveries, mobility and financial services businesses are each conducted through a Thai operating entity established using a tiered shareholding structure, so that each Thai entity is more than 50% owned by a Thai person or entity. As our entities in Thailand are more than 50% owned by Thai persons or entities and the FBA only consider the immediate level of shareholding (and, from FBA perspectives, no cumulative or look-through calculation is applied to determine the foreign ownership status of a company when it has several levels of foreign shareholding), these Thai operating entities are considered Thai entities under the FBA and are not required under the FBA to obtain licenses prescribed thereunder. Under the FBA, it is also unlawful for a Thai national or entity to hold shares in a Thai company as a nominee for or on behalf of a foreigner in order to circumvent the foreign ownership restrictions. While there are no prescribed requirements or criteria under the FBA or promulgated by the Ministry of Commerce of Thailand for determining whether a Thai national or entity is holding shares in a Thai company with his or her own genuine investment intent or as a nominee for or on behalf of a foreigner, the relevant authorities may follow certain guidelines, but generally may exercise discretion in making such a determination. Under this tiered shareholding structure, our Thai operating entities (except for the newly incorporated Thai operating entity intended to operate an insurance brokerage business) are each owned by Grabtaxi Holdings (Thailand) Co., Ltd., which owns 75% of the shares of our Thai operating entities, with the balance primarily owned by one of our subsidiaries. Grabtaxi Holdings (Thailand) Co., Ltd. is owned by a Thai entity ("Thai Holding Entity 1") holding over half of the shares of Grabtaxi Holdings (Thailand) Co., Ltd. (with the balance primarily owned by one of our subsidiaries). Thai Holding Entity 1 is in turn owned by another Thai entity ("Thai Holding Entity 2") holding over half of the shares of Thai Holding Entity 1 (with the balance primarily owned by one of our subsidiaries). Thai Holding Entity 2 is held by a Thai national holding preference shares equivalent to more than half of the total number of shares of Thai Holding Entity 2 (with the balance primarily held by our subsidiary holding ordinary shares equivalent to slightly less than half of the total number of shares of Thai Holding Entity 2). For more information, see "Item 4. Information on the Company – C. Organizational Structure." Pursuant to the organizational documents of Thai Holding Entity 2, our rights, which include the quorum for a shareholders meeting requiring our attendance and all shareholder resolutions requiring our affirmative vote, enable us to control our Thai operating entities and consolidate the financial results of these operating entities in our financial statements in accordance with IFRS. The preference shares of Thai Holding Entity 2 have limited rights to the return of liquidation proceeds upon the liquidation of the companies. The preference shares of Thai Holding Entity 1 have limited rights to dividends and distributions. We have also set up three other Thai holding entities adopting a similar tiered shareholding structure (with a slight difference in shareholding percentages) for the purposes of primarily holding our Thai operating entity intended to conduct an insurance brokerage business. Vietnam Pursuant to the Law on Investment No. 143/2025/QH15, effective on March 1, 2026 and the Schedule of Specific Commitments in Services in Vietnam's Commitments to the WTO, our four-wheeled mobility business in Vietnam is subject to a foreign ownership limit of 49%. Our deliveries and mobility businesses in Vietnam are conducted through a Vietnamese operating company, the shares of which are owned 49% by us, with the balance 51% held by a Vietnamese national who is a senior executive of Grab Vietnam. Through the voting thresholds in the charter and contractual arrangements with this Vietnamese shareholder, we are able to control our Vietnamese operating entity and consolidate our financial results in our financial statements in accordance with IFRS. Philippines Under the 1987 Constitution of the Republic of the Philippines, entities engaged in the operation of a public utility are required to be at least 60% owned by Philippine citizens. Prior to 2022, our ride-hailing and express delivery businesses in the Philippines are subject to these nationality restrictions. In 2022, Republic Act No. 11659, which amended the Public Service Act (the PSA Amendment) took effect and narrowed the definition of "public utility" to an exclusive list that does not include ride-hailing or express delivery services, and expressly provides that nationality restrictions shall not apply to public services that are not classified as public utilities. As a result, the foreign ownership restrictions that previously applied to our ride-hailing and express delivery businesses in the Philippines no longer apply. Notwithstanding the foregoing, to the extent that we engage in an advertising business in the Philippines, such activities remain subject to foreign ownership restrictions. Under the Philippine Constitution, only Philippine citizens or corporations or associations with at least 70% of the capital stock owned by Philippine citizens may engage in advertising. Indonesia Our payment system services business is conducted through PT Bumi Cakrawala Perkasa ("BCP"), an Indonesian entity which owns OVO. OVO is subject to an 85% foreign investment limit (based on ultimate beneficial ownership of shares) pursuant to the Indonesian payment system regulation. Under the prevailing Bank Indonesia regulations, a voting power limitation of 49% applies to foreign shareholders, and foreign shareholders are prohibited from holding (i) the right to nominate the majority of directors and commissioners, and (ii) veto rights with respect to certain strategic decisions that have a significant impact on the company to be adopted at a general meeting of shareholders. We own 82.8% of BCP, which, due to a dual-class structure, represents a 38.9% voting interest, and we also have contractual rights to (a) control the appointment of the Chief Executive Officer, and the Chief Financial Officer (including the right to nominate any such officers as directors or as president director), (b) approve the budget and business plan of BCP and its subsidiaries; (c) approve future funding of BCP and its subsidiaries, whether through debt, equity or otherwise, and (d) certain economic rights with respect to the remaining shareholding of BCP. If the foregoing contractual rights are considered to be foreign controlled, BCP could be deemed to be in non-compliance with the foreign investment limit and, as a result, Bank Indonesia may impose administrative sanctions on OVO (including, among others, warnings, temporary suspension or suspension of a part of or the entire business activity (including any cooperation) and, if OVO does not take any action with regard to these administrative sanctions, it may lead to revocation of the e-money license. If revocation of the e-money license happens, OVO's business, results of operations, financial condition and prospects could be materially and adversely impacted. We consolidate BCP's financial results in our financial statements in accordance with IFRS. If we are required to amend the shareholding, voting structure or other rights as a foreign shareholder with respect to BCP, we may be prevented from continuing to consolidate OVO in our consolidated financial statements. Furthermore, BCP may be limited in its ability to receive cash contributions for additional equity and we may be limited in our ability to acquire shares in BCP and if Indonesian shareholders or parties are unwilling to make such contributions, OVO's business, results of operations, financial condition and prospects could be materially and adversely impacted. In addition, we conduct our point-to-point courier delivery business through PT Solusi Pengiriman Indonesia ("SPI"), in which we own 49%. We have entered into contractual arrangements with a third-party Indonesian shareholder, which holds 51% of the shares of SPI, as a result of which we are able to control SPI and consolidate its financial results in our financial statements in accordance with IFRS. Malaysia Our supermarkets business is subject to the Guidelines on Foreign Participation in Distributive Trade Services in Malaysia (2022) issued by the Malaysian Ministry of Domestic Trade and Cost of Living, which stipulate a maximum foreign voting cap of 50% for smaller retail formats (non-superstores) in Malaysia. Accordingly, 50% of the ordinary shares in Jaya Grocer are held by an entity ("Malaysian local partner") owned by a Malaysian national who is our employee. We, through a wholly owned subsidiary, have entered into a management agreement with Jaya Grocer and the Malaysian local partner that generally entitles us to decide, among others, on business and financial strategies, including funding, and other strategy matters in relation to the business of Jaya Grocer, in the best interest of Jaya Grocer and in consultation with the Malaysian local partner. Our economic ownership of Jaya Grocer is reflected through our ownership of its preference shares which entitles us to 100% of the economic interest in Jaya Grocer. Based on our assessment as of the date of this annual report, we believe our arrangements in Thailand, the Philippines, Vietnam, Indonesia and Malaysia, other than as set forth above, if any, are in compliance with applicable local laws and regulations. However, local or national authorities or regulatory agencies in any of Thailand, Vietnam, the Philippines, Indonesia or Malaysia may conclude that our arrangements in their respective jurisdictions are in violation of local laws and regulations. If authorities in any of Thailand, Vietnam, the Philippines, Indonesia, Malaysia or any other countries in which we may establish similar arrangements in the future believe that our ownership of, or arrangements with respect to, relevant entities do not comply with applicable laws and regulations, including requirements, prohibitions or restrictions on foreign investment in our lines of business or with respect to necessary registrations, permits or licenses to operate our businesses in such jurisdictions, they would have broad discretion in dealing with such violations or failures, including imposing civil or criminal sanctions or financial penalties against us, deeming our arrangements void by law and requiring us to restructure our ownership structure or operations, revoking our business licenses and/or operating licenses, prohibiting payments from and funding to our entities or ordering us to cease our operations in the relevant jurisdiction. The foregoing could also result in the inability to consolidate the financial results of relevant entities in our financial statements in accordance with IFRS. In addition, to the extent there are disagreements between us and our partners, counterparties or holders of equity or other interests, or any of their associated persons such as a holder's spouse or other family members, with respect to relevant entities, including the business and operation of these entities, we cannot assure you that we will be able to resolve such matters in a manner that will be in our best interests or at all. These persons may be unable or unwilling to fulfill their obligations, whether of a financial nature or otherwise, have economic or business interests or goals that are inconsistent with ours, take actions contrary to our instructions or requests, or contrary to our policies and objectives, take actions that are not acceptable to regulatory authorities, or experience financial difficulties. Actions taken by governmental authorities or disputes between us and our partners, counterparties or holders of equity or other interests, or any of their associated persons could cause us to incur substantial costs in defending our rights.

We are subject to economic and trade sanctions relating to Myanmar administered by various governments and international organizations, including the United States, the European Union, the United Kingdom, and the United Nations. In response to the military coup in February 2021, these bodies implemented sanctions and other restrictions targeting specific individuals and entities associated with the military and security services, government officials, and those supporting the military or repressing pro-democracy movements. These measures include prohibitions on transactions, asset freezes, travel bans, and restrictions on the export, re-export, or in-country transfer of sensitive items. Existing and potential future sanctions, coupled with ongoing geopolitical tensions, could result in a material adverse impact on Myanmar's economy. While our operations in Myanmar represent less than one percent of our revenue, our future prospects there could be adversely affected, potentially necessitating a market exit involving significant costs and the loss of our investment. Furthermore, despite our internal controls, there remains a risk that we have engaged or could engage in dealings with sanctioned persons. Any non-compliance with these laws or related investigations could result in claims or actions against us, materially and adversely affecting our business, financial condition, results of operations and prospects.

The legal systems in many Southeast Asian markets are evolving rapidly, and the interpretation and enforcement of laws and regulations involve significant uncertainties and inconsistencies. Because local administrative and court authorities, and in some cases independent organizations, exercise broad discretion in interpreting and implementing statutory provisions and contractual terms, it can be difficult to predict the outcome of proceedings or the level of legal protection we may receive. Furthermore, local courts may have significant discretion to reject the enforcement of foreign awards. These factors may affect our judgment on the relevance of legal requirements and our ability to enforce our contractual rights or tort claims. Regulatory uncertainties may also be exploited through unmerited or frivolous legal actions or threats intended to extract payments or benefits from us. As scrutiny and regulation of our business segments increase in Southeast Asia and elsewhere, we may be required to devote additional legal and other resources to compliance. It is possible that new laws and regulations may be adopted or construed to apply to us that could restrict our operations. Any such changes in the legal landscape, or the imposition of new requirements, may slow our growth and materially and adversely affect our business, financial condition, results of operations and prospects.

We believe that granting share-based compensation is of significant importance to our ability to attract and retain key personnel, and we expect to continue incurring related expenses in the future. Historically, awards were granted under the 2018 Equity Incentive Plan, though no further awards will be issued under that specific plan. Currently, we utilize the 2021 Equity Incentive Plan (the "2021 Plan"), which permit the issuance of options, share appreciation rights, restricted shares, and restricted share units to employees, directors, and consultants of our company and our subsidiaries and consolidated affiliated entities. The maximum number of ordinary shares available under the 2021 Plan is seven percent (7%) of our total outstanding Ordinary Shares (on a fully diluted basis) as of December 1, 2021, plus any shares remaining from the 2018 Plan. The 2021 ESPP initially allows for the issuance of up to two percent (2%) of total outstanding shares as of the same date. Both plans are subject to potential annual increments through January 1, 2031. As a result of these programs, we incurred share-based compensation expenses of $241 million, $279 million, and $304 million in 2025, 2024, and 2023, respectively. For more information on the share incentive plans, see "Item 6. Directors, Senior Management and Employees-B. Compensation-Share Incentive Plans." Future increases in these expenses may have an adverse effect on our business and results of operations.

A non-U.S. corporation will generally be classified as a passive foreign investment company ("PFIC") for U.S. federal income tax purposes for any taxable year if either (i) at least 75% of its gross income for such year is passive income or (ii) at least 50% of the value of its assets (generally determined on the basis of a quarterly average) during such year is attributable to assets that produce passive income or are held for the production of passive income (the "asset test"). Passive income generally includes, among other things, dividends, interest, rents, royalties, and gains from the disposition of passive assets. In addition, a non-U.S. corporation will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation in which it owns, directly or indirectly, 25% or more (by value) of the stock. Based upon the value of our assets and the composition of our income and assets, including goodwill and other unbooked intangibles, we do not believe we were a PFIC for our taxable year ended December 31, 2025. No assurances can be given with regard to our PFIC status for our current or subsequent taxable years because our PFIC status is a factual determination made annually after the close of each taxable year that will depend, in part, on the composition of our income and assets. Because the value of our assets for purposes of the asset test may be determined by reference to the market price of our Class A Ordinary Shares from time to time (which may be volatile), fluctuations in the market price of our Class A Ordinary Shares may cause us to be or become a PFIC for the current or subsequent taxable years. Recent declines in the market price of our Class A Ordinary Shares significantly increased our risk of being or becoming a PFIC. The market price of our Class A Ordinary Shares may continue to fluctuate considerably and, consequently, we cannot assure you of our PFIC status for any taxable year. In addition, the composition of our income and assets will also be affected by how, and how quickly, we use our liquid assets. As previously disclosed, we believed that we were a PFIC for U.S. federal income tax purposes for our taxable year ended December 31, 2022. In addition, it is possible that one or more of our subsidiaries were also PFICs for U.S. federal income tax purposes for such taxable year. If we or any of our subsidiaries is a PFIC for any taxable year, or portion thereof, that is included in the holding period of a beneficial owner of our Class A Ordinary Shares or Warrants that is a U.S. Holder (as defined in "Item 10. Additional Information-E. Taxation-United States Federal Income Tax Considerations"), such U.S. Holder may be subject to certain adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Further, if we are classified as a PFIC for any year during which a U.S. Holder holds our Class A Ordinary Shares or Warrants, we will generally continue to be treated as a PFIC for all succeeding years during which such U.S. Holder holds our Class A Ordinary Shares or Warrants, unless we were to cease to be a PFIC and such U.S. Holder were to make a "deemed sale" election with respect to the Class A Ordinary Shares or Warrants. Please see the section entitled "Item 10. Additional Information-E. Taxation-United States Federal Income Tax Considerations-Passive Foreign Investment Company Considerations" and "Item 10. Additional Information-E. Taxation-United States Federal Income Tax Considerations-Passive Foreign Investment Company Rules." U.S. Holders are urged to consult their tax advisors regarding the possible application of the PFIC rules to holders of our Class A Ordinary Shares and Warrants.

Our tax treatment is subject to changes in tax laws, regulations, and treaties, or the interpretation thereof, tax policy initiatives and reforms under consideration, and the practices of tax authorities in jurisdictions in which we operate. The income and other tax rules in the jurisdictions in which we operate are constantly under review by taxing authorities and other governmental bodies. Changes to tax laws (which changes may have retroactive application) could adversely affect us or our shareholders. We are unable to predict what tax proposals may be proposed or enacted in the future or what effect such changes would have on our business, but such changes, to the extent they are brought into tax legislation, regulations, policies or practices, could affect our financial position and overall or effective tax rates in the future in countries where we have operations and where we or our subsidiaries or consolidated affiliated entities are organized or resident for tax purposes, and increase the complexity, burden and cost of tax compliance. We urge investors to consult with their legal and tax advisers regarding the implication of potential changes in tax laws on an investment in Class A Ordinary Shares and Warrants.

Our business depends on the performance and reliability of our system, as well as the smooth operation of mobile communications systems and internet infrastructure not under our control. This includes GrabMaps, a mapping and location-based service, that fully powers our services. Our superapp is a complex system of interoperating components and software. Consequently, events beyond our control, including computer viruses, malware, cyber and ransomware attacks, phishing, sabotage, power loss, telecommunications failures, natural disasters, or hardware/software errors, may cause service interruptions or performance degradations. While we experience occasional small-scale disruptions affecting specific countries or business lines or temporary platform-wide disruptions, we may also face system failures that cut off or significantly reduce the speed or functionality of our platform. Although we have disaster response procedures, we and our third-party providers may lack a comprehensive business continuity framework in all instances. We are working with consultants to develop such a framework, but there is no assurance it will be implemented cost-effectively or at all, or that it will satisfy the expectations of regulators and stakeholders, including consumers and partners, regarding cybersecurity and technology requirements and business continuity management, which could impact our licensing. Our software, including third-party or open-source code, may contain undetected errors, bugs, or vulnerabilities, some of which may only be discovered after release. Such defects, system misconfigurations, or unintended interactions could result in regulatory non-compliance, allow for fraudulent exploitation by third parties, or cause downtime that reduces our platform's attractiveness. If our prevention measures are unsuccessful, we may incur losses from these activities. Disruptions in internet infrastructure or a failure of telecommunications network operators could also affect the speed and availability of our platform. Furthermore, our operations rely on virtual private network access in certain jurisdictions and various third-party applications for internal communications and work processes. Disruptions to these services could cause business interruptions. We have no control over the costs of national telecommunications services; increased mobile internet fees could decrease consumer traffic and significantly reduce our revenue. As our platform becomes more complex and user traffic increases, maintaining and improving availability, especially during peak times, may become increasingly difficult. If our platform is unavailable, slow, or faces capacity constraints, users may migrate to competitors, adversely affecting our ecosystem and usage frequency. Failure to effectively address capacity constraints or upgrade our network architecture could significantly disrupt operations, impact user satisfaction, damage our reputation, and subject us to liability, which could materially and adversely affect our financial condition, results of operations and prospects.

Our platform is hosted within data centers provided by third-party cloud infrastructure services providers, and we use various SaaS platforms in our business operations. As the uninterrupted performance of our platform and operations is critical to our success, any system failures of such third-party providers' services could interrupt our business. These third-party service providers are vulnerable to interruptions from factors beyond control, including, without limitation, computer viruses, denial-of-service attacks, ransomware attacks, phishing attacks, break-ins, power loss, natural disasters, software or hardware errors, crashes and other similar problems. These could result in interruptions, loss of data, or even cessations to our operations and platform services. We occasionally suffer from loss of orders or transactions due to technical failures, system delays or other interruptions on the part of those third-party service providers. Any disruptions to our business operations could adversely impact our user experience and reputation, and lead to regulatory action or compensation payments to our partners and consumers. Furthermore, under our agreements with cloud infrastructure services providers, we are required to meet certain minimum spending commitments. If we cannot meet such commitments, we could be required to pay for the shortfall and incur additional expenses.

Our growing use of AI and machine learning in our offerings presents additional risks inherent in its use. AI algorithms or automated processing of data may be flawed and datasets may be insufficient or contain biased information, which can create inaccurate or discriminatory outcomes. These deficiencies could undermine the decisions, predictions, or analysis AI applications produce, subjecting us to competitive harm, legal liability, and reputational harm. Furthermore, AI algorithms may use third-party AI with unclear intellectual property rights, and the ownership of generative and other AI output has not been fully interpreted by courts or regulations. AI use or management by us or others, including decisions based on automated processing or profiling, inappropriate data practices or insufficient disclosures regarding AI and machine learning, could subject us to lawsuits, regulatory investigations, or negative impacts to the value of our intellectual property. Additionally, the countries in which we operate may consider comprehensive legal compliance frameworks for AI, similar to those established by the European Commission. In Vietnam, the National Assembly passed the Law on Artificial Intelligence, which will come into effect in March 2026. Any actual or perceived failure to comply could have an adverse impact on our business. The rapid evolution of AI may also require us to allocate additional resources to implement AI ethically and make costly investments in proprietary datasets and machine learning models.

All potential driver-partners must undergo security and safety screening background checks before qualifying for our platform. We rely on third-party providers in most markets to provide criminal and driving records to identify individuals who are unqualified under applicable law or our internal standards. Our business may be adversely affected if these providers fail to meet their contractual obligations, our expectations, or legal requirements. If the background checks are inaccurate, unqualified drivers may be permitted on our platform, compromising the safety of consumers and merchant-partners. Conversely, inaccurate checks may inadvertently exclude qualified drivers. We are subject to numerous laws and regulations regarding background checks, and we or our third-party background check providers may fail to comply with these requirements. In addition, background check qualification processes may be limited by local laws, and our third-party providers may fail to conduct such background checks adequately or disclose information that could be relevant to a determination of eligibility. Furthermore, if a provider terminates its relationship with us, we may face difficulties onboarding sufficient driver-partners to meet demand while seeking an alternative partner. Any negative publicity related to our providers, including actual or perceived safety incidents or data breaches, could further damage our reputation and lead to increased litigation or regulatory exposure. Any of these risks could adversely affect our business, financial condition, results of operations and prospects.

Due to the breadth of our operations that span a wide variety of consumers, driver- and merchant-partners and other third parties in over 900 cities in Southeast Asia, we are exposed to potential risks arising from actions by a wide variety of persons over whom we have no control. Although we have implemented measures to ensure safety and protect our business, these may not be effective. Any such actions may result in adverse consequences, including property damage, injuries, fatalities, business interruption, brand damage, loss of revenue, or significant liabilities. Our qualification processes in place for the driver- and merchant-partners, including background checks, may not reveal all relevant information or capture events occurring after the process is complete. In certain jurisdictions, information may be limited by law, and we (or our third-party providers) may fail to conduct these processes adequately. We do not independently test the driving or other relevant skills of our partners, and an absence of past negative records does not guarantee future appropriate behavior. For example, in Cambodia, most of our two- and three-wheel driver-partners do not obtain (and in certain cases are not required to obtain) driver's licenses. Similarly, merchant-partners in some jurisdictions may not be required to obtain food hygiene certificates or may be subject to limited regulatory oversight. In our mobility and financial services businesses, improper activities, including fraudulent sales, money laundering, bank fraud, or the sale of restricted products, may discourage users from continuing to use our platform. Regarding our loan products, incorrect or fraudulent applicant information may lead to inaccurate credit decisions. Furthermore, sophisticated fraud methods, such as large-scale scam operations, phishing, and the use of AI or deepfakes, are a growing problem in Southeast Asia. These may result in large financial losses for our digital bank customers, which in turn may cause financial losses to our digital banks if customers cannot repay loans. The near real-time nature of our online financial services adds complexity to preventing, detecting, and recovering these fraudulent transactions. Any of the foregoing activities, whether or not caused by or known to us, could materially and adversely affect our business, financial condition, results of operations and prospects.