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What changed in Grab Holdings Ltd's 20-F — 2022 vs 2023

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Paragraph-level year-over-year comparison of Grab Holdings Ltd's 2022 and 2023 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+994 added−970 removedSource: 20-F (2024-03-28) vs 20-F (2023-04-26)

Top changes in Grab Holdings Ltd's 2023 20-F

994 paragraphs added · 970 removed · 772 edited across 6 sections

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed0 unchanged
Biggest changeTHE OFFER AND LISTING 160 ITEM 10. ADDITIONAL INFORMATION 160 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 168 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 169 PART II 170
Biggest changeTHE OFFER AND LISTING 159 ITEM 10. ADDITIONAL INFORMATION 159 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 167 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 168 PART II 169
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 8 ITEM 3. KEY INFORMATION 8 ITEM 4. INFORMATION ON THE COMPANY 61 ITEM 4A. UNRESOLVED STAFF COMMENTS 113 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 114 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 138 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 151 ITEM 8. FINANCIAL INFORMATION 158 ITEM 9.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 8 ITEM 3. KEY INFORMATION 8 ITEM 4. INFORMATION ON THE COMPANY 59 ITEM 4A. UNRESOLVED STAFF COMMENTS 112 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 113 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 138 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 150 ITEM 8. FINANCIAL INFORMATION 157 ITEM 9.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

270 edited+84 added−87 removed501 unchanged
Biggest changeThe extent to which the COVID-19 pandemic will continue to impact our business going forward depends on future developments, which are highly uncertain and cannot be predicted at this time, including: • the occurrence of new COVID-19 strains and other new developments that may emerge concerning the severity of the disease; • the efficacy of current and future vaccines and treatments and the speed of vaccine or treatment roll-outs; • the implementation, duration, and nature of stay-at-home orders, social distancing measures, business closures or capacity limits, travel restrictions, and other measures implemented to combat the spread of the disease, which can negatively impact demand for our offerings and also supply of driver-partners; • the economic impact of the pandemic and the pace of economic recovery in the markets in which we operate, which could impact demand for offerings or opportunities on our platform by consumers and driver- and merchant-partners; • the continued provision of support and relief to small businesses, residents and economic activity by governments in the countries in which we operate, such as in Singapore and Malaysia where the government has implemented substantial and comprehensive support measures that have benefited the population, including consumers and driver- and merchant-partners; • government measures, intervention or subsidies, or increased government scrutiny with respect to our business or industry, which could impact, among other things, the competitive landscape in our markets and cause us to incur unforeseen expenses; • other business disruptions that affect our workforce; • the impact on capital and financial markets; • impairment charges associated with goodwill, long-lived assets, investments and other acquired intangible assets; and • other unforeseen operating difficulties and expenditures. 18 Table of Contents Our ability to mitigate the impact of COVID-19 on our overall business has been partly driven by our ability to adapt to changes in consumer demand and preferences and the versatility of our platform.
Biggest changeWhether and the extent to which the COVID-19 pandemic will once again impact our business depends on future developments, which are highly uncertain and cannot be predicted at this time, including, among other things: • the occurrence of new COVID-19 strains and other new developments that may emerge concerning the severity of the disease; • the efficacy of current and future vaccines and treatments and the speed of vaccine or treatment roll-outs; • the timeliness and effectiveness of measures implemented to combat the spread of the disease; • the level of government support and subsidies provided to the impacted businesses, residents and economic activities; • the economic impact of the pandemic and the pace of economic recovery in the markets in which we operate; • other business disruptions that affect our workforce; • the impact on capital and financial markets; • impairment charges associated with goodwill, long-lived assets, investments and other acquired intangible assets; and • other unforeseen operating difficulties and expenditures.
There can be no assurance that failure to comply with any such laws would not have a material adverse effect on us. 8 Table of Contents • If we are required to reclassify drivers as employees or otherwise, or if driver-partners unionize, there may be adverse business, financial, tax, legal and other consequences. • If we are unable to continue to grow our base of platform users, including driver- or merchant-partners and consumers accessing our offerings, our value proposition for each such constituent group could diminish, impacting our results of operations and prospects.
There can be no assurance that failure to comply with any such laws would not have a material adverse effect on us. • If we are required to reclassify drivers as employees or otherwise, or if driver-partners unionize, there may be adverse business, financial, tax, legal and other consequences. 8 Table of Contents • If we are unable to continue to grow our base of platform users, including driver- or merchant-partners and consumers accessing our offerings, our value proposition for each such constituent group could diminish, impacting our results of operations and prospects.
New competitors may include established players with existing businesses in other segments or markets that expand to compete in our segments. Competitors focused on a limited number of segments or markets may be better able to develop specialized expertise or employ resources in a more targeted manner than we do.
New competitors may include established players with existing businesses in other segments or markets that expand to compete in our segments or markets. Competitors focused on a limited number of segments or markets may be better able to develop specialized expertise or employ resources in a more targeted manner than we do.
Furthermore, both Uber and Didi could have certain competitive advantages compared to other new entrants into our markets given their familiarity with the markets as our shareholders, and in the case of Uber, due also to our previous operations in Southeast Asia prior to our acquisition of Uber’s business in Southeast Asia.
Furthermore, both Uber and Didi could have certain competitive advantages compared to other new entrants into our markets given their familiarity with the markets as our shareholders, and in the case of Uber, due also to their previous operations in Southeast Asia prior to our acquisition of Uber’s business in Southeast Asia.
Under the new regulations, we and our driver-partners who are involved in parcel deliveries will need to obtain necessary licenses within one year from the date that the relevant regulations come into operation, and will need to meet certain operational requirements to qualify for these licenses.
Under the new regulations, we and our driver-partners who are involved in parcel deliveries will need to obtain necessary licenses within one year from the date that the relevant regulations come into operation and meet certain operational requirements to qualify for these licenses.
Our audit and risk committee led an investigation into potential violations of certain anti-corruption laws related to our operations in one of the countries in which we operate and have voluntarily self-reported the potential violations to the U.S. Department of Justice.
Our audit and risk committee led an investigation into potential violations of certain anti-corruption laws related to our operations in one of the countries in which we operate and have voluntarily self-reported the potential violations to the U.S. Department of Justice.
Furthermore, according to the MAS’s eligibility criteria, among other requirements, holders of the digital full bank licenses will need SGD 1.5 billion (approximately $1 billion) in minimum paid-up capital as well as additional capital to accommodate certain losses as determined by the MAS.
Furthermore, according to the MAS’s eligibility criteria, among other requirements, holders of the digital full bank licenses will need SGD 1.5 billion (approximately $1.1 billion) in minimum paid-up capital as well as additional capital to accommodate certain losses as determined by the MAS.
Any debt financing secured by us in the future could involve additional restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital to pursue business opportunities, including potential acquisitions or divestitures.
Any debt financing secured by us in the future could involve restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital to pursue business opportunities, including potential acquisitions or divestitures.
These types of transactions involve numerous risks, including, among others: • intense competition for suitable targets and partners, which could increase prices and adversely affect our ability to consummate deals on favorable or acceptable terms; • complex technologies, terms and arrangements, which may be difficult to implement and manage; 33 Table of Contents • failures or delays in closing transactions; • difficulties integrating brand identity, technologies, operations, existing contracts, and personnel; • difficulties implementing our corporate or compliance policies and guidelines with the acquired entities effectively; • failure to realize the anticipated return on investment, benefits or synergies; • exclusivity provisions which prevent us from providing a particular service outside of the strategic alliance or partnership in a particular jurisdiction which could serve to limit access to business opportunities; • failure to identify the problems, liabilities, or other shortcomings or challenges of an acquired company, partner or technology, including but not limited to issues related to intellectual property, cybersecurity risks, regulatory compliance practices, litigation, security interests over assets, contractual issues, revenue recognition or other accounting practices, or employee or user issues; • expanding into business activities where we have limited experience, such as offline businesses, or no experience at all; • failure to retain key employees, to ensure that we can preserve value in the existing platform and avoid loss of institutional knowledge; • risks that regulatory bodies do not approve our acquisitions or business combinations or delay such approvals or other adverse reactions from regulators, which may result in blockade, delay or restructuring of such transactions; • regulatory changes that require adjustments to our business or shareholding or rights in relation to subsidiaries or joint ventures; and • adverse reactions to acquisitions by investors and other stakeholders.
These types of transactions involve numerous risks, including, among others: • intense competition for suitable targets and partners, which could increase prices and adversely affect our ability to consummate deals on favorable or acceptable terms; • complex technologies, terms and arrangements, which may be difficult to implement and manage; 32 Table of Contents • failures or delays in closing transactions; • difficulties integrating brand identity, technologies, operations, existing contracts, and personnel; • difficulties implementing our corporate or compliance policies and guidelines with the acquired entities effectively; • failure to realize the anticipated return on investment, benefits or synergies; • exclusivity provisions which prevent us from providing a particular service outside of the strategic alliance or partnership in a particular jurisdiction which could serve to limit access to business opportunities; • failure to identify the problems, liabilities, or other shortcomings or challenges of an acquired company, partner or technology, including but not limited to issues related to intellectual property, cybersecurity risks, regulatory compliance practices, litigation, security interests over assets, contractual issues, revenue recognition or other accounting practices, or employee or user issues; • expanding into business activities where we have limited experience, such as offline businesses, or no experience at all; • failure to retain key employees, to ensure that we can preserve value in the existing platform and avoid loss of institutional knowledge; • risks that regulatory bodies do not approve our acquisitions or business combinations or delay such approvals or other adverse reactions from regulators, which may result in blockade, delay or restructuring of such transactions; • regulatory changes that require adjustments to our business or shareholding or rights in relation to subsidiaries or joint ventures; and • adverse reactions to acquisitions by investors and other stakeholders.
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 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) artificial intelligence regulation and (ix) regulations regarding the provision of online services, including with respect to the internet, mobile devices and e-commerce.
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) artificial intelligence regulation and (ix) regulations regarding the provision of online services, including with respect to the internet, mobile devices and e-commerce.
If any person, including any of our employees, improperly breaches our network security or otherwise mismanages or misappropriates driver-partner, merchant-partner or consumer personal or sensitive data, we could be subject to regulatory actions and significant fines for violating privacy or data protection and consumer laws or lawsuits for breaching contractual confidentiality or data protection provisions which could result in negative publicity, legal liability, loss of consumers or driver- or merchant-partners and damage to our reputation.
If any person, including any of our employees, improperly breaches our network security or otherwise mismanages or misappropriates driver-partner, merchant-partner, consumer or borrower personal or sensitive data, we could be subject to regulatory actions and significant fines for violating privacy or data protection and consumer laws or lawsuits for breaching contractual confidentiality or data protection provisions which could result in negative publicity, legal liability, loss of consumers or driver- or merchant-partners and damage to our reputation.
The Philippine Competition Commission (“PCC”) required a series of voluntary commitments from us in clearing our acquisition of Uber’s Southeast Asian business in March 2018 and imposed a fine of approximately PHP 56.5 million (approximately $1 million) on us for violating some of our pricing and service quality commitments after the merger with Uber, which includes incentives monitoring to address lingering competition concerns.
The Philippine Competition Commission (“PCC”) required a series of voluntary commitments from us in clearing our acquisition of Uber’s Southeast Asian business in March 2018 and imposed a fine of approximately PHP 56.5 million (approximately $1.0 million) on us for violating some of our pricing and service quality commitments after the merger with Uber, which includes incentives monitoring to address lingering competition concerns.
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. 20 Table of Contents If we are required to reclassify drivers as employees or otherwise, or if driver-partners unionize, there may be adverse business, financial, tax, legal and other consequences.
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. 19 Table of Contents If we are required to reclassify drivers as employees or otherwise, or if driver-partners unionize, there may be adverse business, financial, tax, legal and other consequences.
Although we maintain, and are in the process of improving, internal access control mechanisms and other security measures to ensure secure and appropriate access to and storage and use of our sensitive, business, personal, financial or confidential information by anyone including our employees, contractors and consultants, these mechanisms may not be entirely effective, or fully complied with internally.
Although we maintain, and are continuously in the process of improving, internal access control mechanisms and other security measures to ensure secure and appropriate access to and storage and use of our sensitive, business, personal, financial or confidential information by anyone including our employees, contractors and consultants, these mechanisms may not be entirely effective, or fully complied with internally.
Our ability to achieve or maintain market acceptance for our financial services and products are affected by a number of factors, such as the community’s level of trust in digital financial services and products being provided by a company that is not a traditional financial institution, entrenched preferences in traditional payment methods, insufficient use cases for our digital payment services and lack of infrastructure support locally.
Our ability to achieve or maintain market acceptance for our financial services and products are affected by a number of factors, such as the community’s level of trust in digital financial services and products being provided by a company that is not a traditional financial institution, entrenched preferences in traditional payment methods, insufficient use cases for our digital payment or banking services and lack of infrastructure support locally.
Although we have developed, and continue to develop, systems and processes that are designed to protect our servers, platform and data, including personal and sensitive data of the driver-partners, merchant-partners, consumers, employees, job candidates and other third parties, we cannot guarantee that such measures will be effective at all times.
Although we have developed, and continue to develop, systems and processes that are designed to protect our servers, platform and data, including personal and sensitive data of the driver-partners, merchant-partners, consumers, borrowers, employees, job candidates and other third parties, we cannot guarantee that such measures will be effective at all times.
Our business depends on the performance and reliability of our system as well as the efficient and uninterrupted operation of mobile communications systems that are not under our control. In June 2022, we launched GrabMaps, a mapping and location-based service, which also fully powers our Grab services, and our business are dependent on the uninterrupted operation of GrabMaps.
Our business depends on the performance and reliability of our system as well as the efficient and uninterrupted operation of mobile communications systems that are not under our control. In June 2022, we launched GrabMaps, a mapping and location-based service, which also fully powers our Grab services, and our business is dependent on the uninterrupted operation of GrabMaps.
If we are unable to maintain an effective system of internal controls and compliances, our business and reputation could be adversely affected. As a U.S. public company, we are subject to the reporting requirements under the U.S. securities laws, including the Sarbanes–Oxley Act.
If we are unable to maintain an effective system of internal controls and compliances, our business and reputation could be adversely affected. As a U.S. public company, we are subject to the reporting requirements under the U.S. securities laws, including the Sarbanes–Oxley Act of 2002.
As such, the terms of the shareholders agreement with Singtel for the Digital Banking JV includes the obligation for us and our joint venture partner to make capital contributions to the Digital Banking JV of up to SGD 1.93 billion (approximately $1 billion) in total, which includes provision for retained losses.
As such, the terms of the shareholders agreement with Singtel for the Digital Banking JV includes the obligation for us and our joint venture partner to make capital contributions to the Digital Banking JV of up to SGD 1.93 billion (approximately $1.5 billion) in total, which includes provision for retained losses.
Subject to any revision to the ETDA Law or any issuance of its subordinate regulations, our business as a platform service provider or certain of our businesses in Thailand are likely to be considered by the ETDA to be a “large digital service platform service provider” regulated under the ETDA Law.
Subject to any issuance of its subordinate regulations, our business as a platform service provider or certain of our businesses in Thailand are likely to be considered by the ETDA to be a “large digital service platform service provider” regulated under the ETDA Law.
Board Practices—Foreign Private Issuer Status.” As a result of all of the above, our shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States. 57 Table of Contents We and certain of certain of our current and former directors or officers are, and in the future may be, subject to securities litigation, which is expensive and could divert management attention.
Board Practices—Foreign Private Issuer Status.” As a result of all of the above, our shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States. 55 Table of Contents We and certain of our current and former directors or officers are, and in the future may be, subject to securities litigation, which is expensive and could divert management attention.
As we evolve our business, we may be subject to additional laws or requirements related to money transmission, lending, consumer protection, online payments, insurance distribution, captive insurance business and other financial regulation.
As we evolve our business, we may be subject to additional laws or requirements related to deposits, money transmission, lending, consumer protection, online payments, insurance distribution, captive insurance business and other financial regulation.
In Thailand, the Ministry of Labor (the “MOL”) and the Council of State are working on a draft of the Freelancer Act aimed at protecting gig workers (including our driver-partners in Thailand) and freelancers.
In Thailand, the Ministry of Labor (the “MOL”) and the Council of State (the “COS”) are working on a draft of the Freelancer Act aimed at protecting gig workers (including our driver-partners in Thailand) and freelancers.
Any misappropriation of personal information, including credit card or banking information, could harm our relationship with consumers and driver- and merchant-partners and cause us to incur financial liability and reputational harm.
Any misappropriation of personal information, including credit card or banking information, could harm our relationship with consumers, borrowers, and driver- and merchant-partners and cause us to incur financial liability and reputational harm.
Consumers choose our platform based on many factors, including the convenience of our superapp, trust in the services offered through our platform as well as our technology platform and the choices and quality of our products and offerings.
Consumers choose our platform based on many factors, including price, the convenience of our superapp, trust in the services offered through our platform as well as our technology platform and the choices and quality of our products and offerings.
The number of driver- and merchant-partners on our platform may decline or fluctuate as a result of a number of factors, including ceasing to provide services through our platform, passage or enforcement of local laws regulating, restricting, prohibiting or taxing the services and offerings of the driver- and merchant-partners, the low costs of switching to alternative platforms, dissatisfaction with our brand or reputation, our pricing model (including potential reductions in incentives) or other aspects of our business.
The number of driver- and merchant-partners on our platform may decline or fluctuate as a result of a number of factors, including ceasing to provide services through our platform, passage or enforcement of local laws regulating, restricting, prohibiting or taxing the services and offerings of the driver- and merchant-partners, the low costs of switching to alternative platforms, dissatisfaction with our brand or reputation, our pricing model (including potential reductions in incentives), epidemics or pandemics, or other aspects of our business.
Moreover, even if there is adequate acceptance of our digital financial services and products, our business will continue to be subject to the changing needs and demands of users, which may change for a multitude of reasons such as availability of alternative payment methods that are more popular or widely accepted by the population.
Moreover, even if there is adequate acceptance of our digital financial services and products, our business will continue to be subject to the changing needs and demands of users, which may change for a multitude of reasons such as availability of alternative payment, banking or lending methods that are more popular or widely accepted by the population.
Due to the breadth of our operations that span across a wide variety of consumers, driver- and merchant-partners and other third parties in over 500 cities in Southeast Asia, we are exposed to potential risks and liabilities arising from improper, dangerous, illegal, fraudulent or otherwise inappropriate actions by a wide variety of persons that we have no control over.
Due to the breadth of our operations that span across a wide variety of consumers, driver- and merchant-partners and other third parties in over 700 cities in Southeast Asia, we are exposed to potential risks and liabilities arising from improper, dangerous, illegal, fraudulent or otherwise inappropriate actions by a wide variety of persons that we have no control over.
Any such changes to or unavailability of third-party software or APIs could materially and adversely affect our business, financial condition, results of operations and prospects. 32 Table of Contents If we do not adequately protect our intellectual property rights, or if third parties claim that we are misappropriating the intellectual property of others, we may incur significant costs and our business, financial condition, results of operations and prospects may be adversely affected.
Any such changes to or unavailability of third-party software or APIs could materially and adversely affect our business, financial condition, results of operations and prospects. 31 Table of Contents If we do not adequately protect our intellectual property rights, or if third parties claim that we are misappropriating the intellectual property of others, we may incur significant costs and our business, financial condition, results of operations and prospects may be adversely affected.
We are also developing our business across over 500 cities in Southeast Asia, where each country has different infrastructure, regulations, systems and user expectations, with a strategy that involves a hyperlocal approach to our operations, all of which requires more investment than if we only operated in one country and a smaller number of cities.
We are also developing our business across over 700 cities in Southeast Asia, where each country has different infrastructure, regulations, systems and user expectations, with a strategy that involves a hyperlocal approach to our operations, all of which requires more investment than if we only operated in one country and a smaller number of cities.
To the extent that we experience driver-partner supply constraints in a given market, we may need to increase, or may not be able to reduce, the driver-partner incentives that we offer. • If merchant-partners, such as restaurants, convenience and grocery stores, multinational franchises and lifestyle service providers, are not attracted to our platform or choose to partner with our competitors, we may lack a sufficient variety and supply of options, or lack access to the most popular merchant-partners, such that the offerings on our platform will become less appealing to consumers and the driver-partners will have fewer opportunities to provide services.
To the extent that we experience driver-partner supply constraints in a given market, we may need to increase, or may not be able to reduce, the driver-partner incentives that we offer. 22 Table of Contents • If merchant-partners, such as restaurants, convenience and grocery stores, multinational franchises and lifestyle service providers, are not attracted to our platform or choose to partner with our competitors, we may lack a sufficient variety and supply of options, or lack access to the most popular merchant-partners, such that the offerings on our platform will become less appealing to consumers and the driver-partners will have fewer opportunities to provide services.
In addition, with the COVID-19 pandemic, we have experienced a significant increase in our business revenue and volume as well as accelerated growth in our deliveries segment in 2020 and 2021, but in 2022, as governments eased COVID-19 measures, the gradual resumption of dine-out trends moderated demand for our deliveries offerings, leading to a slower growth of GMV in this segment.
In addition, with the COVID-19 pandemic, we have experienced a significant increase in our business revenue and volume as well as accelerated growth in our deliveries segment in 2021, but in 2022, as governments eased COVID-19 measures, the resumption of dine-out trends moderated demand for our deliveries offerings, leading to a slower growth of GMV in this segment.
Risks Relating to Our Business and Industry Our business is still in a relatively early stage of growth, and if our business or superapp platform do not continue to grow, grow more slowly than we expect, fail to grow as large as we expect or fail to achieve profitability, our business, financial condition, results of operations and prospects could be materially and adversely affected.
Risks Relating to Our Business and Industry Our business is still in a stage of growth, and if our business or superapp platform do not continue to grow, grow more slowly than we expect, fail to grow as large as we expect or fail to achieve profitability, our business, financial condition, results of operations and prospects could be materially and adversely affected.
We are subject to regulatory audits in all markets where we operate financial services businesses for which we are licensed, and such audits carry the risk that regulators could allege violations or view our continued participation in the market, as an overseas company, undesirable, and impose sanctions, penalties or withdraw our licenses.
We are subject to regulatory examinations in all markets where we operate financial services businesses for which we are licensed, and such examinations carry the risk that regulators could allege violations or view our continued participation in the market, as an overseas company, undesirable, and impose sanctions, penalties or withdraw our licenses.
This ecosystem, and the synergies within our ecosystem, take time to develop and grow, because doing so requires us to replicate our efforts in over 500 cities in Southeast Asia, where each country has different infrastructure, regulations, systems and user expectations and preferences, as well as a different approach to localizing our operations.
This ecosystem, and the synergies within our ecosystem, take time to develop and grow, because doing so requires us to replicate our efforts in over 700 cities in Southeast Asia, where each country has different infrastructure, regulations, systems and user expectations and preferences, as well as a different approach to localizing our operations.
Related Party Transactions—Related Agreements—Shareholders’ Deed.” Additionally, the Key Executives and certain entities related to the Key Executives entered into a letter agreement (the “ROFO Agreement”), pursuant to which, subject to certain limited exceptions, in the event any holder of Class B Ordinary Shares intends to sell or otherwise transfer Class B Ordinary Shares in an open market or private transaction, that transferring shareholder first shall irrevocably offer those shares to each other holder of Class B Ordinary Shares by way of a notice delivered to each such other holder.
Related Party Transactions—Related Agreements—Shareholders’ Deed.” 57 Table of Contents Additionally, the Key Executives and certain entities related to the Key Executives entered into a letter agreement (the “ROFO Agreement”), pursuant to which, subject to certain limited exceptions, in the event any holder of Class B Ordinary Shares intends to sell or otherwise transfer Class B Ordinary Shares in an open market or private transaction, that transferring shareholder first shall irrevocably offer those shares to each other holder of Class B Ordinary Shares by way of a notice delivered to each such other holder.
In our mobility segment, we face competition from Gojek in Indonesia and certain other Southeast Asian countries, Be Group in Vietnam, Bolt in Thailand, Tada and Ryde in Singapore, as well as Maxim and InDrive in several Southeast Asian countries, licensed taxi operators such as ComfortDelGro in Singapore, and traditional ground transportation services, including taxi-hailing.
In our mobility segment, we face competition from Gojek in Indonesia and certain other Southeast Asian countries, Be Group in Vietnam, Bolt and Line Man in Thailand, Tada and Ryde in Singapore, as well as Maxim and InDrive in several Southeast Asian countries, licensed taxi operators such as ComfortDelGro in Singapore, and traditional ground transportation services, including taxi-hailing.
As we expand our businesses, and in particular our financial services business, we may be required to obtain new licenses, permits and approvals and will be subject to additional laws and regulations and uncertainties in the markets we plan to operate in. 30 Table of Contents Many of the markets in Southeast Asia have not developed a fully integrated regulatory regime, and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in such markets, including, in particular, new or disruptive business models such as those in the technology sector.
As we expand our businesses, and in particular our financial services business, we may be required to obtain new licenses, permits and approvals and will be subject to additional laws and regulations and uncertainties in the markets in which we plan to operate. 29 Table of Contents Many of the markets in Southeast Asia have not developed a fully integrated regulatory regime, and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in such markets, including, in particular, new or disruptive business models such as those in the technology sector.
In Thailand, a new law that became effective on July 1, 2022 categorizes GrabFood, GrabMart and GrabExpress as regulated online delivery services under the purview of the Department of Internal Trade, and is expected to be supplemented by pricing control regulations.
In Thailand, a new law that became effective on July 1, 2023 categorizes GrabFood, GrabMart and GrabExpress as regulated online delivery services under the purview of the Department of Internal Trade, and is expected to be supplemented by pricing control regulations.
Our operations may also rely on virtual private network access in certain jurisdictions, such as China, where we have research and development operations. 31 Table of Contents Furthermore, we have no control over the costs of the services provided by national telecommunications operators.
Our operations may also rely on virtual private network access in certain jurisdictions, such as China, where we have research and development operations. 30 Table of Contents Furthermore, we have no control over the costs of the services provided by national telecommunications operators.
With respect to the Digital Banking JV, based on terms agreed but not yet effective pending the satisfaction of various conditions precedent, we expect that our joint venture partner would not be entitled to exchange its shares in the Digital Banking JV for our shares under a Proposed Share Exchange until at least six years after the date of the closing of the Business Combination and that any such share exchange would be based upon a formula that considers the then prevailing valuation of the Digital Banking JV and the trading price of Class A Ordinary Shares at the time of the exchange, both of which are not possible to predict with any degree of certainty at this time.
With respect to the Digital Banking JV, based on terms agreed but not yet effective pending the satisfaction of various conditions precedent, we expect that our joint venture partner would not be entitled to exchange its shares in the Digital Banking JV for our shares under a Proposed Share Exchange until at least December 2027 (i.e., six years after the date of the closing of the Business Combination) and that any such share exchange would be based upon a formula that considers the then prevailing valuation of the Digital Banking JV and the trading price of Class A Ordinary Shares at the time of the exchange, both of which are not possible to predict with any degree of certainty at this time.
No further awards will be granted under the 2018 Plan. However, in April 2021 in connection with the Business Combination, our board of directors adopted, and our shareholders approved the 2021 Equity Incentive Plan, or the 2021 Plan, which was amended and restated in September 2021.
No further awards will be granted under the 2018 Plan. However, in April 2021 in connection with the Business Combination, our board of directors adopted, and our shareholders approved the 2021 Equity Incentive Plan, or the 2021 Plan, which was amended and restated in September 2021 and in November 2023.
A variety of factors and/or incidents, including those that are actual and within our control, as well as those that are perceived, rumored, or outside of our control or responsibility, can adversely impact our brand and reputation, such as: • complaints or negative publicity, including those related to personal injury or sexual assault cases involving consumers using our mobility offerings or other third parties; • issues with the choices and quality of our products and offerings or trust in our offerings; • illegal or inappropriate behavior by employees, consumers or driver-partners or merchant-partners or other third parties we work with, including relating to the safety of consumers and driver- and merchant-partners; • improper, unauthorized, or illegal actions by third parties who conduct fraudulent or other activities, such as phishing-attacks; • the convenience and reliability of our superapp and technology platform, as well as any cybersecurity incidents affecting, disruptions to the availability of or defects in our platform or superapp; • issues with the pricing of our offerings or the terms on which we do business with platform users including consumers and driver- and merchant-partners; • service delays or failures, such as missing, incorrect or canceled fulfillment of orders or rides, or issues with cleanliness, food tampering or inappropriate or unsanitary food preparation, handling or delivery; 16 Table of Contents • lack of community support, interest or involvement, including protests or other negative publicity that may stem from a variety of factors beyond our control, such as the general political environment or a rise in nationalism in any of the markets where we operate; • failing to meet public or market expectations and act responsibly or in compliance with regulatory requirements, some of which may be evolving or ambiguous, in areas including labor, anti-corruption, anti-money laundering, safety and security, data security, privacy, provision of information about consumers and activities on our platform, or environmental requirements in areas including emissions, sustainability, human rights, diversity, non-discrimination and support for employees, driver- and merchant-partners and local communities; • media or legislative scrutiny or litigation or investigations by regulators or other third parties; and • issues we may face when we roll out new initiatives, such as GrabMaps in connection with its contents, reliability and stability.
A variety of factors and/or incidents, including those that are actual and within our control, as well as those that are perceived, rumored, or outside of our control or responsibility, can adversely impact our brand and reputation, such as: • complaints or negative publicity, including those related to personal injury or sexual assault cases involving consumers using our mobility offerings or other third parties; • issues with the choices and quality of our products and offerings or trust in our offerings; • illegal or inappropriate behavior by employees, consumers or driver-partners or merchant-partners or other third parties we work with, including relating to the safety of consumers and driver- and merchant-partners; • improper, unauthorized, or illegal actions by third parties who conduct fraudulent or other activities, such as phishing-attacks; 16 Table of Contents • the convenience and reliability of our superapp and technology platform, as well as any cybersecurity incidents affecting, disruptions to the availability of or defects in our platform or superapp; • issues with the pricing of our offerings or the terms on which we do business with platform users including consumers and driver- and merchant-partners; • service delays or failures, such as missing, incorrect or canceled fulfillment of orders or rides, or issues with cleanliness, food tampering or inappropriate or unsanitary food preparation, handling or delivery; • lack of community support, interest or involvement, including protests or other negative publicity that may stem from a variety of factors beyond our control, such as the general political environment, a rise in nationalism in any of the markets where we operate, unfavorable public reactions to our public communications, or acts of third parties that the public may associate with Grab; • failing to meet public or market expectations and act responsibly or in compliance with regulatory requirements, some of which may be evolving or ambiguous, in areas including labor, anti-corruption, anti-money laundering, safety and security, data security, privacy, provision of information about consumers and activities on our platform, or environmental requirements in areas including emissions, sustainability, human rights, diversity, non-discrimination and support for employees, driver- and merchant-partners and local communities; • perceived anti-competitive practices or non-compliance with antitrust laws and regulations; • media or legislative scrutiny or litigation or investigations by regulators or other third parties; and • issues we may face when we roll out new initiatives, such as GrabMaps in connection with its contents, reliability and stability.
The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. Our management has concluded that our internal control over financial reporting was effective as of December 31, 2022. See “Item 15.
The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. Our management has concluded that our internal control over financial reporting was effective as of December 31, 2023. See “Item 15.
See "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Business Combination—Related Agreements.” Subject to our Shareholder Support Agreements, certain of our shareholders party thereto may sell our securities pursuant to Rule 144 under the Securities Act, if available.
See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Business Combination—Related Agreements.” Subject to our Shareholder Support Agreements, certain of our shareholders party thereto may sell our securities pursuant to Rule 144 under the Securities Act, if available.
Our operations and investments in Southeast Asia are subject to various risks related to the economic, political and social conditions of the countries in which we operate, including risks related to the following: • inconsistent and evolving regulations, licensing and legal requirements may increase our operational risks and cost of operations among the countries in Southeast Asia in which we operate; • currencies may be devalued or may depreciate or currency restrictions or other restraints on transfer of funds may be imposed; • the effects of inflation and interest rate hikes within Southeast Asia generally and/or within any specific country in which we operate may increase our cost of operations; • governments or regulators may impose new or more burdensome regulations, taxes or tariffs; • political changes may lead to changes in the business, legal and regulatory environments in which we operate; • economic downturns, political instability, civil disturbances, war, military conflict, religious or ethnic strife, terrorism and general security concerns may negatively affect our operations; • enactment or any increase in the enforcement of laws, rules and regulations, including, but not limited to, those related to personal data protection and localization, cybersecurity and ESG, may incur compliance costs, in particular where there is uncertainty around the interpretation, implementation, or applicability of such laws, rules and regulations; • health epidemics, pandemics or disease outbreaks (including the COVID-19 outbreak) may affect our operations and demand for our offerings; and • natural disasters like volcanic eruptions, floods, typhoons and earthquakes may impact our operations severely.
Our operations and investments in Southeast Asia are subject to various risks related to the economic, political and social conditions of the countries in which we operate, including risks related to the following: • inconsistent and evolving regulations, licensing and legal requirements may increase our operational risks and cost of operations among the countries in Southeast Asia in which we operate; • currencies may be devalued or may depreciate or currency restrictions or other restraints on transfer of funds may be imposed; • the effects of inflation and interest rate hikes within Southeast Asia generally and/or within any specific country in which we operate may increase our cost of operations; • governments or regulators may impose new or more burdensome regulations, taxes or tariffs; • political changes may lead to changes in the business, legal and regulatory environments in which we operate; • economic downturns, political instability, civil disturbances, war, military conflict, religious or ethnic strife, terrorism and general security concerns may negatively affect our operations; • enactment or any increase in the enforcement of laws, rules and regulations, including, but not limited to, those related to personal data protection and localization, cybersecurity and ESG, may incur compliance costs, in particular where there is uncertainty around the interpretation, implementation, or applicability of such laws, rules and regulations; • health epidemics, pandemics or disease outbreaks (including the COVID-19 outbreak) may affect our operations and demand for our offerings; and • natural disasters like volcanic eruptions, floods, typhoons and earthquakes may impact our operations severely. 46 Table of Contents For example, volatile political situations in certain Southeast Asian countries could impact our business.
In our deliveries segment, we face competition from regional players such as Foodpanda, ShopeeFood and Gojek (primarily in Indonesia) and single market players in Southeast Asia, including Deliveroo in Singapore, Baemin in Vietnam, and Line Man Wongnai and Robinhood in Thailand.
In our deliveries segment, we face competition from regional players such as Foodpanda, ShopeeFood and Gojek (primarily in Indonesia) and single market players in Southeast Asia, including Deliveroo in Singapore, and Line Man Wongnai and Robinhood in Thailand.
The country did not represent a material portion of our revenue and total assets in 2020, 2021 or 2022, and while no conclusion can be drawn as to the likely outcome of the U.S.
The country did not represent a material portion of our revenue and total assets in 2021, 2022 or 2023, and while no conclusion can be drawn as to the likely outcome of the U.S.
As part of our decision-making process in such circumstances, we have a cross functional team, which includes representatives from our governance, risk and compliance, legal, public affairs and public relations teams, that engages in considering such issues and making decisions that are consistent with our corporate culture (which includes sustainable growth and a strong focus on compliance) and common sense.
As part of our decision-making process in such circumstances, we have a cross functional team, which includes representatives from our enterprise risk management, legal and compliance, public affairs and public relations teams, that engages in considering such issues and making decisions that are consistent with our corporate culture (which includes sustainable growth and a strong focus on compliance) and common sense.
If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information.
If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which could cause investors to lose confidence in our reported financial information.
In addition, we had accumulated losses of $16.3 billion and $14.4 billion as of December 31, 2022 and 2021, respectively. To support our business plans, we raised $6.9 billion and $1.4 billion of cash during the years ended December 31, 2021 and 2020, respectively, through the issuance of convertible redeemable preference shares, a term loan and PIPE financing.
In addition, we had accumulated losses of $16.8 billion and $16.3 billion as of December 31, 2023 and 2022, respectively. To support our business plans, we raised $6.9 billion and $1.4 billion of cash during the years ended December 31, 2021 and 2020, respectively, through the issuance of convertible redeemable preference shares, a term loan and PIPE financing.
Costs associated with fines and enforcement actions, as well as reputational harm, changes in compliance requirements, or limits on our ability to expand our product offerings, could harm our business. We rely on our partnerships with financial institutions and other third parties for payment processing infrastructure and for the provision of services through our platform.
Costs associated with fines and enforcement actions, as well as reputational harm, changes in compliance requirements, or limits on our ability to expand our product offerings, could harm our business. 33 Table of Contents We rely on our partnerships with financial institutions and other third parties for payment processing infrastructure and for the provision of services through our platform.
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. 60 Table of Contents
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. 58 Table of Contents
Following this amendment, gig workers (including our driver-partners in Malaysia) could be presumed to be an employee and be protected as such. 22 Table of Contents Although our position with respect to the independent contractor status of driver-partners has generally been upheld in relevant jurisdictions, we continue to face challenges from driver-partners alleging employee status in certain jurisdictions.
Following this amendment, gig workers (including our driver-partners in Malaysia) could be presumed to be an employee and be protected as such. Although our position with respect to the independent contractor status of driver-partners has generally been upheld in relevant jurisdictions, we continue to face challenges from driver-partners alleging employee status in certain jurisdictions.
The costs associated with defending, settling, or resolving pending and future lawsuits relating to the independent contractor status of the driver-partners could be material to our business. In addition, even if we are successful in defending such independent contractor status, governments may nevertheless impose additional requirements on us with respect to our independent contractors.
The costs associated with defending, settling, or resolving pending and future lawsuits relating to the independent contractor status of the driver-partners could be material to our business. 21 Table of Contents In addition, even if we are successful in defending such independent contractor status, governments may nevertheless impose additional requirements on us with respect to our independent contractors.
However, we may be subject to data breach incidents, including where data breach incidents are suffered by third parties that we contract or interact with, that often involve factors beyond our control. We have notified data protection authorities of data breaches and data protection authorities have also opened investigations involving or brought enforcement actions against us.
However, we may be subject to data breach incidents, including where data breach incidents are suffered by third parties that we contract or interact with, that often involve factors beyond our control. 23 Table of Contents We have notified data protection authorities of data breaches and data protection authorities have also opened investigations involving or brought enforcement actions against us.
Any of the foregoing activities, whether or not caused by or known to us, could harm our brand and reputation, result in litigation or regulatory actions, and otherwise materially and adversely affect our business, financial condition, results of operations and prospects. We are subject to risks associated with strategic alliances and partnerships.
Any of the foregoing activities, whether or not caused by or known to us, could harm our brand and reputation, result in litigation or regulatory actions, and otherwise materially and adversely affect our business, financial condition, results of operations and prospects. 26 Table of Contents We are subject to risks associated with strategic alliances and partnerships.
In Malaysia, our e-hailing services are regulated by the Land Public Transport Agency and we are required to obtain an intermediation business license in order to operate as an e-hailing operator. According to the relevant guidelines, there is a cap on the amount of commission that we may charge our driver-partners.
In Malaysia, our e-hailing services are regulated by the Land Public Transport Agency and we are required to obtain an intermediation business license in order to operate as an e-hailing operator. According to the relevant guidelines, there is a cap on the amount of commissions and fees that we may charge our driver-partners.
To the extent such third parties use other means to reach consumers instead of our platform, our business could be adversely impacted as we do not provide the services offered through our platform ourselves. Changes in, or failure to comply with, competition laws could adversely affect us. Competition authorities closely scrutinize us.
To the extent such third parties use other means to reach consumers instead of our platform, our business could be adversely impacted as we do not provide the services offered through our platform ourselves. 34 Table of Contents Changes in, or failure to comply with, competition laws could adversely affect us. Competition authorities closely scrutinize us.
The prices of our Class A Ordinary Shares and Warrants may 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 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 the PIPE Investors 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; • 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; and • general economic and political conditions, such as the effects of the COVID-19 pandemic, recessions, inflation, interest rates, local and national elections, fuel prices, international currency fluctuations, corruption, political instability and acts of war or terrorism.
The prices of our Class A Ordinary Shares and Warrants may 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 the PIPE Investors, major 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; and 49 Table of Contents • general economic and political conditions, such as the effects of the COVID-19 pandemic, recessions, inflation, interest rates, local and national elections, fuel prices, international currency fluctuations, corruption, political instability and acts of war or terrorism.
Pursuant to the proposed decision, MyCC proposed a fine of approximately MYR86.8 million (approximately $20 million) and a daily fine of MYR15,000 (approximately $3,000) for each day we fail to take the remedial actions as directed by MyCC. The penalty is imposed in the event of failure to comply with the interim directions (“Proposed Decision Directions”).
Pursuant to the proposed decision, MyCC proposed a fine of approximately MYR86.8 million (approximately $18.9 million) and a daily fine of MYR15,000 (approximately $3,000) for each day we fail to take the remedial actions as directed by MyCC. The penalty is imposed in the event of failure to comply with the interim directions (“Proposed Decision Directions”).
Among other macroeconomic factors, an increase in interest rates would adversely affect our ability to secure additional debt financing and would result in higher interest payments. 39 Table of Contents We may be required to use a substantial portion of our cash flows from operations to pay interest and principal on our indebtedness.
Among other macroeconomic factors, an increase in interest rates would adversely affect our ability to secure additional debt financing and would result in higher interest payments. We may be required to use a substantial portion of our cash flows from operations to pay interest and principal on our indebtedness.
Any of the foregoing could adversely impact the value of certain elements of our proprietary code base, and our ability to enforce our intellectual property rights in such code base against third parties. In turn, this could materially adversely affect our business, financial condition, results of operations and prospects. 42 Table of Contents Our business is subject to concentration risks.
Any of the foregoing could adversely impact the value of certain elements of our proprietary code base, and our ability to enforce our intellectual property rights in such code base against third parties. In turn, this could materially adversely affect our business, financial condition, results of operations and prospects. Our business is subject to concentration risks.
Additionally, if any of our insurance providers become insolvent, we would be unable to pay any claim that we make. For example, we or the relevant regulator requires driver-partners to carry automobile insurance in most countries, and in many cases, we also maintain insurance on behalf of driver-partners.
Additionally, if any of our insurance providers become insolvent, we would be unable to pay any claim that we make. 41 Table of Contents For example, we or the relevant regulator requires driver-partners to carry automobile insurance in most countries, and in many cases, we also maintain insurance on behalf of driver-partners.
Such collection failure and enforcement costs, along with any costs associated with a failure to comply with applicable rules and regulations, could harm our business, financial condition, results of operations and prospects. We may be affected by governmental economic and trade sanctions laws and regulations that apply to Myanmar.
Such collection failure and enforcement costs, along with any costs associated with a failure to comply with applicable rules and regulations, could harm our business, financial condition, results of operations and prospects. 42 Table of Contents We may be affected by governmental economic and trade sanctions laws and regulations that apply to Myanmar.
Risks Relating to Our Business and Industry • Our business is still in a relatively early stage of growth, and if our business or superapp platform do not continue to grow, grow more slowly than we expect, fail to grow as large as we expect or fail to achieve profitability, our business, financial condition, results of operations and prospects could be materially and adversely affected. • We face intense competition across the segments and markets we serve. • We have incurred net losses in each year since inception and may not be able to continue to raise sufficient capital or achieve or sustain profitability. • Our ability to decrease net losses and achieve profitability is dependent on our ability to reduce the amount of partner and consumer incentives we pay relative to the commissions and fees we receive for our services. • Our business is subject to numerous legal and regulatory risks that could have an adverse impact on our business and prospects. • Our brand and reputation are among our most important assets and are critical to the success of our business. • The COVID-19 pandemic has materially impacted our business, its effect on us is still ongoing, and it or other pandemics or public health threats could adversely affect our business, financial condition, results of operations and prospects. • If we fail to manage our growth effectively, our business, financial condition, results of operations and prospects could be materially and adversely affected. • We are subject to various laws with regard to anti-corruption, anti-bribery, anti-money laundering and countering the financing of terrorism and have operations in certain countries known to experience high levels of corruption.
Risks Relating to Our Business and Industry • Our business is still in a stage of growth, and if our business or superapp platform do not continue to grow, grow more slowly than we expect, fail to grow as large as we expect or fail to achieve profitability, our business, financial condition, results of operations and prospects could be materially and adversely affected. • We face intense competition across the segments and markets we serve. • We have incurred net losses in each year since inception and may not be able to continue to raise sufficient capital or achieve or sustain profitability. • Our ability to decrease net losses and achieve profitability is dependent on our ability to reduce the amount of partner and consumer incentives we pay relative to the commissions and fees we receive for our services. • Our businesses are subject to numerous legal and regulatory risks that could have an adverse impact on our business and prospects. • Our brand and reputation are among our most important assets and are critical to the success of our business. • If we fail to manage our growth effectively, our business, financial condition, results of operations and prospects could be materially and adversely affected. • The COVID-19 pandemic materially impacted our business in the recent past, and it or other pandemics or public health threats could adversely affect our business, financial condition, results of operations and prospects. • We are subject to various laws with regard to anti-corruption, anti-bribery, anti-money laundering and countering the financing of terrorism and have operations in certain countries known to experience high levels of corruption.
We invest significantly in our business, including, among others, (i) expanding the deliveries, mobility and financial services offerings on our platform; (ii) increasing the scale of the driver- and merchant-partner base and consumer base accessing offerings on our platform; (iii) developing and enhancing our superapp, (iv) enhancing the tools that we provide for the driver- and merchant-partners, our payments network and other technology and infrastructure, and (v) recruiting of quality industry talent.
We invest significantly in our business, including, among others, (i) expanding the deliveries, mobility and financial services offerings on our platform; (ii) increasing the scale of the driver- and merchant-partner base and consumer base accessing offerings on our platform; (iii) developing and enhancing our platforms, (iv) enhancing the tools that we provide for the driver- and merchant-partners, our payments network, digital banks and other technology and infrastructure, and (v) recruiting of quality industry talent.
Failure to comply with environmental regulations and policies or to meet our ESG commitments may reduce our attraction for investors or prevent them from investing in us under their policies, hence impacting our ability to raise funds. Risks Relating to Our Corporate Structure and Doing Business in Southeast Asia In certain jurisdictions, we are subject to restrictions on foreign ownership.
Failure to comply with environmental regulations and policies or to meet our ESG commitments may reduce our attraction for investors or prevent them from investing in us under their policies, hence impacting our ability to raise funds. 43 Table of Contents Risks Relating to Our Corporate Structure and Doing Business in Southeast Asia In certain jurisdictions, we are subject to restrictions on foreign ownership.
Over 90% of our revenue was derived from our deliveries and mobility segments in the year ended December 31, 2022, 2021 and 2020, to the extent demand for deliveries and/or mobility offerings are impacted by adverse events, changes in laws or regulations, driver- and merchant-partner supply or consumer-demand based factors, a significant portion of our business could be adversely impacted.
Over 85% of our revenue was derived from our deliveries and mobility segments in the year ended December 31, 2023, 2022 and 2021, to the extent demand for deliveries and/or mobility offerings are impacted by adverse events, changes in laws or regulations, driver- and merchant-partner supply or consumer-demand based factors, a significant portion of our business could be adversely impacted.
Our management believes that our growth depends on a number of factors, including our ability to: • expand and diversify our deliveries, mobility, financial services and other offerings, which include innovating in new areas such as financial services and often requires us to make long-term investments and absorb losses while we build scale; • maintain and/or increase the scale of the driver- and merchant-partner base and increase consumer usage of our platform and the synergies within our ecosystem; • optimize our cost efficiency; • reduce incentives paid to driver-partners, merchant-partners and consumers; • enhance and develop our superapp, the tools we provide the driver- and merchant-partners and payments network along with our other technology and infrastructure; 9 Table of Contents • recruit and retain high quality industry talent; • expand our business in the countries in which we operate, which requires managing varying infrastructure, regulations, systems and user expectations and implementing our hyperlocal approach to operations; • navigate any downward trends and volatility in macroeconomic conditions and any resulting negative impact on and fluctuations in our business; • expand into business activities where we have limited experience, such as offline businesses, or no experience at all; • manage price sensitivity and driver- and merchant-partner and consumer preferences by segment and geographic location, particularly as we aim to increase market penetration within our markets; • maintain and enhance our reputation and brand; • ensure adequate safety and hygiene standards are established and maintained across our offerings; • continue to form strategic partnerships, including with leading multinationals and global brands; • manage our relationships with stakeholders and regulators in each of our markets, as well as the impact of existing and evolving regulations; • obtain and maintain licenses and regulatory approvals that may be required for our financial services or other offerings; • compete effectively with our competitors; and • manage the challenges associated with the COVID-19 pandemic.
Our management believes that our growth depends on a number of factors, including our ability to: • expand and diversify our deliveries, mobility, financial services and other offerings, which include innovating in new areas such as financial services (including our digital banks, which have recently commenced commercial operations) and often requires us to make long-term investments and absorb losses while we build scale; • maintain and/or increase the scale of the driver- and merchant-partner base and increase consumer usage of our platform and the synergies within our ecosystem; • optimize our cost efficiency; • reduce incentives paid to driver-partners, merchant-partners and consumers; • enhance and develop our superapp, the tools we provide the driver- and merchant-partners and payments network along with our other technology and infrastructure; • recruit and retain high quality industry talent; 9 Table of Contents • expand our business in the countries in which we operate, which requires managing varying infrastructure, regulations, systems and user expectations; • navigate any downward trends and volatility in macroeconomic conditions and any resulting negative impact on and fluctuations in our business; • expand into business activities where we have limited experience, such as offline businesses, or no experience at all; • manage price sensitivity and driver- and merchant-partner and consumer preferences by segment and geographic location, particularly as we aim to increase market penetration within our markets; • maintain and enhance our reputation and brand; • ensure adequate safety and hygiene standards are established and maintained across our offerings; • continue to form strategic partnerships, including with leading multinationals and global brands; • manage our relationships with stakeholders and regulators in each of our markets, as well as the impact of existing and evolving regulations; • obtain and maintain licenses and regulatory approvals that may be required for our financial services or other offerings; • compete effectively with our competitors; and • manage the challenges associated with the COVID-19 pandemic if it were to become prevalent to significantly impact our business again.
In addition, as our digital banking business evolves, it is increasingly possible that one or more of our banking regulators would designate our other group companies as financial holding companies.
As our digital banking business evolves, it is increasingly possible that one or more of our banking regulators would designate our other group companies as financial holding companies.
While we plan to work closely with regulators to mitigate and manage any potential negative impact of such designation, we cannot assure you that we will be successful in reducing or managing any such negative impact. 29 Table of Contents We rely significantly on third-party cloud infrastructure services providers and software-as-a-service (“SaaS”) providers and any disruption of or interference with the use of our services could adversely affect our business, financial condition, results of operations and prospects.
While we plan to work closely with regulators to mitigate and manage any potential negative impact of such designation, we cannot be certain that we will be successful in reducing or managing any such negative impact. 28 Table of Contents We rely significantly on third-party cloud infrastructure services providers and software-as-a-service (“SaaS”) providers and any disruption of or interference with the use of our services could adversely affect our business, financial condition, results of operations and prospects.
For the years ended December 31, 2022, 2021 and 2020, we incurred incentives of $2.0 billion, $1.8 billion and $1.2 billion, respectively (comprised of partner incentives of $0.8 billion, $0.7 billion and $0.6 billion, respectively, and consumer incentives of $1.2 billion, $1.1 billion and $0.6 billion, respectively) resulting in reductions to our reported revenues of the same amounts.
For the years ended December 31, 2023, 2022 and 2021, we incurred incentives of $1.6 billion, $2.0 billion and $1.8 billion, respectively (comprised of partner incentives of $0.7 billion, $0.8 billion and $0.7 billion, respectively, and consumer incentives of $0.9 billion, $1.2 billion and $1.1 billion, respectively) resulting in reductions to our reported revenues of the same amounts.
The removal of the requirement that TNCs have at least 60% Filipino ownership may result in new foreign competitors entering the Philippines market. 11 Table of Contents While our payments and financial services offerings compete with offline options such as cash and credit and debit cards, interbank transfers, traditional banks and other financial institutions, as well as other electronic payment system operators, our competitors in digital payment services also include ShopeePay and Google Pay and single market players such as Dana and GoPay in Indonesia, Touch ‘n Go in Malaysia and GCash and Maya in the Philippines.
The removal of the requirement that TNCs have at least 60% Filipino ownership have led to new foreign competitors entering the Philippines market. 11 Table of Contents While our payments and financial services offerings compete with offline options such as cash and credit and debit cards, interbank transfers, traditional banks and other financial institutions, as well as other electronic payment system operators, our competitors in digital payment services also include ShopeePay and Google Pay and single market players such as Dana and GoPay in Indonesia, and Touch ‘n Go in Malaysia.
Any of the foregoing risks could adversely affect our business, financial condition, results of operations and prospects. 37 Table of Contents Our company culture has contributed to our success and if we cannot maintain and evolve our culture as we grow, our business could be materially and adversely affected.
Any of the foregoing risks could adversely affect our business, financial condition, results of operations and prospects. Our company culture has contributed to our success and if we cannot maintain and evolve our culture as we grow, our business could be materially and adversely affected.
The U.S. government, the EU and the UK continued to impose sanctions or restrictions on additional individuals and entities for repressing the pro-democracy movement in Myanmar, violence against citizens, and support to the military, among other things.
Since then, the U.S. government, the EU and the UK has continued to impose sanctions or restrictions on additional individuals and entities for repressing the pro-democracy movement in Myanmar, violence against citizens, and support to the military, among other things.
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.
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.
These consequences may include but are not limited to the Digital Banking JV having our digital full bank license suspended or revoked, or failing to obtain the MAS’s approval to commence full business activities. The MAS may take other actions to ensure that the Digital Banking JV is anchored in Singapore, controlled by Singaporeans and headquartered in Singapore.
These consequences may include but are not limited to the Digital Banking JV having our digital full bank license suspended or revoked, or failing to obtain the MAS’s approval to conduct full business activities without restrictions. The MAS may take other actions to ensure that the Digital Banking JV is anchored in Singapore, controlled by Singaporeans and headquartered in Singapore.
For illustrative purposes, however, while there can be no assurance that any Proposed Share Exchange will be agreed with respect to the Digital Banking JV, in the event a Proposed Share Exchange takes place where the number of Class A Ordinary Shares to be received by the joint venture partner were determined by dividing the valuation of the joint venture partner’s stake in the Digital Banking JV by the trading price of Class A Ordinary Shares and assuming a share price of $10 per Class A Ordinary Shares at the time of closing of such transaction, the joint venture partner would, for every $1 billion of valuation of our stake in the Digital Banking JV (determined at the time of the closing of such transaction), be entitled to 100 million Class A Ordinary Shares, which would be equivalent to 2.6% of Ordinary Shares (based on the number of Ordinary Shares outstanding as of February 28, 2023).
For illustrative purposes, however, while there can be no assurance that any Proposed Share Exchange will be agreed with respect to the Digital Banking JV, in the event a Proposed Share Exchange takes place where the number of Class A Ordinary Shares to be received by the joint venture partner were determined by dividing the valuation of the joint venture partner’s stake in the Digital Banking JV by the trading price of Class A Ordinary Shares and assuming a share price of $10 per Class A Ordinary Shares at the time of closing of such transaction, the joint venture partner would, for every $1 billion of valuation of our stake in the Digital Banking JV (determined at the time of the closing of such transaction), be entitled to 100 million Class A Ordinary Shares, which would be equivalent to 2.5% of Ordinary Shares (based on the number of Ordinary Shares outstanding as of March 1, 2024).
In addition, since all of the issued and outstanding Ordinary Shares voting together as a single class will elect the remaining members of our board of directors, then Mr. Tan, by virtue of his control of approximately 63.2% of that total voting power, effectively has the ability to elect and remove the entire board of directors.
In addition, since all of the issued and outstanding Ordinary Shares voting together as a single class will elect the remaining members of our board of directors, then Mr. Tan, by virtue of his control of approximately 64.1% of that total voting power, effectively has the ability to elect and remove the entire board of directors.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeSignificant milestones in our corporate history include: 2013 - 2017 • Commenced operations in Singapore, the Philippines, Thailand, Indonesia, Vietnam, Cambodia and Myanmar 2018 • Completed the acquisition of Uber’s business in Southeast Asia through an all-share deal following which Uber became a major strategic shareholder in Grab 2019 • Launched GrabForGood, Grab’s social impact program 2021 • Announced GrabForGood Fund • Completed the Business Combination • Listed on NASDAQ 2022 • Completed acquisition of the majority economic interest in Jaya Grocer Below are significant operational milestones in our development, by segment: Mobility 2012 • Launched GrabTaxi (previously called MyTeksi), a taxi booking and dispatch service 2014 • Launched GrabCar, expanding from taxi to economy and premium ride-hailing booking services • Launched GrabBike 2015 • Launched GrabHitch 2016 • Launched GrabShare, a commercial carpooling booking service 61 Table of Contents Deliveries 2015 • Launched GrabExpress 2017 • Acquired Kudo, an Indonesian agent network company, later rebranded to GrabKios 2018 • Launched GrabFood 2019 • Launched GrabKitchen • Launched GrabMart 2020 • Launched GrabMerchant • Launched GrabSupermarket 2022 • Acquired a majority equity interest in Jaya Grocer, a supermarket chain in Malaysia • Launched GrabUnlimited Financial Services 2017 • Launched GrabPay • Launched GrabRewards 2018 • Invested in OVO, a digital payments platform in Indonesia • Launched GrabFinance, lending and receivables factoring for driver- and merchant-partners, MSMEs and consumers 2019 • Launched GrabInsure, a joint venture with a subsidiary of ZhongAn Online P&C Insurance Co., Ltd., for sales, marketing and distribution of insurance for consumers and driver-partners, including health, ride and delivery and travel insurance • GrabPay Malaysia entered into a joint venture with Maybank, pursuant to which Maybank acquired a 30% interest in GPay Network (M) Sdn Bhd 62 Table of Contents 2020 • Entered into strategic alliance with MUFG to create affordable financial services • Acquired Bento Invest Holding Company Pte.
Biggest changeSignificant milestones in our corporate history include: 2013 - 2017 • Commenced operations in Singapore, the Philippines, Thailand, Indonesia, Vietnam, Cambodia and Myanmar 2018 • Completed the acquisition of Uber’s business in Southeast Asia through an all-share deal following which Uber became a major strategic shareholder in Grab 2019 • Launched GrabForGood, Grab’s social impact program 2021 • Announced GrabForGood Fund • Completed the Business Combination • Listed on NASDAQ 2022 • Completed acquisition of the majority economic interest in Jaya Grocer • GXS Bank launched savings accounts to the public after receipt of approval from the MAS to commence restricted business activities in the same year 2023 • Agreed to acquire Trans-cab Holdings Ltd, Singapore’s third largest taxi operator, and the completion of this transaction remains pending subject to the review by the Competition and Consumer Commission of Singapore • GXS Bank launched FlexiLoan, a digital lending product in Singapore • GXBank launched savings accounts to the public after receipt of approval by Bank Negara Malaysia to commence the foundational phase of banking operations in the same year Below are significant operational milestones in our development, by segment: Mobility 2012 • Launched GrabTaxi (previously called MyTeksi), a taxi booking and dispatch service 59 Table of Contents 2014 • Launched GrabCar, expanding from taxi to economy and premium ride-hailing booking services • Launched GrabBike 2015 • Launched GrabHitch 2016 • Launched GrabShare, a commercial carpooling booking service • Launched GrabRentals in Singapore, Malaysia and Indonesia 2022 • Launched Grab Hemat and GrabBike Hemat, economical transportation services in Indonesia 2023 • Relaunched the enhanced Move It, a motorcycle-hailing application in the Philippines, which we acquired in August 2022 • Relaunched the enhanced GrabShare in Singapore and the Philippines, Malaysia (JustSave) and Indonesia (GrabCar Bareng), commercial carpooling booking services that were previously suspended during COVID-19 • Agreed to acquire Trans-cab Holdings Ltd, Singapore’s third largest taxi operator, and the completion of this transaction remains pending subject to the review by the Competition and Consumer Commission of Singapore Deliveries 2015 • Launched GrabExpress 2017 • Acquired Kudo, an Indonesian agent network company, later rebranded to GrabKios 2018 • Launched GrabFood 2019 • Launched GrabKitchen • Launched GrabMart 2020 • Launched GrabMerchant • Launched GrabSupermarket 2022 • Acquired a majority equity interest in Jaya Grocer, a supermarket chain in Malaysia • Launched GrabUnlimited 60 Table of Contents Financial Services 2017 • Launched GrabPay • Launched GrabRewards 2018 • Invested in OVO, a digital payments platform in Indonesia • Launched GrabFinance, lending and receivables factoring for driver- and merchant-partners, MSMEs and consumers 2019 • Launched GrabInsure for sales, marketing and distribution of insurance for consumers and driver-partners, including health, ride and delivery and travel insurance, through a joint venture with a subsidiary of ZhongAn Online P&C Insurance Co., Ltd.
The written warnings will likely subject the offending special rental transportation service company to reputational risks since, although the warnings will be directly given to the company, there is no guarantee that the regulator will not disclose the existence of sanctions to stakeholders or the public.
The written warnings will likely subject the offending special rental transportation service company to reputational risks since, although the warnings will be directly given to the company, there is no guarantee that the regulator will not disclose the existence of sanctions to stakeholders or the public.
Any collection, publication, processing, transfer to a third party, or any other use of a data subject’s personal information requires prior consent of such data subject. Such consent must be clearly and specifically expressed, such as by in writing, by voice, by ticking of a consent box, and must be verifiable.
Any collection, publication, processing, transfer to a third party, or any other use of a data subject’s personal information requires prior consent of such data subject. Such consent must be clearly and specifically expressed, such as in writing, by voice, by ticking of a consent box, and must be verifiable.
Non-financial companies that wish to provide intermediary payment services are required to satisfy certain requirements, among others, having a minimum charter capital of VND 50 billion (approximately $2 million) and qualification and experience requirements for the service providers’ managers, and then must obtain a license for intermediary payment services from the SBV (“IPS License”), which has a 10-year term.
Non-financial companies that wish to provide intermediary payment services are required to satisfy certain requirements, among others, having a minimum charter capital of VND 50 billion (approximately $2.1 million) and qualification and experience requirements for the service providers’ managers, and then must obtain a license for intermediary payment services from the SBV (“IPS License”), which has a 10-year term.
Automobile Trans p ort Services Starting from April 1, 2020, any company who provides a software application supporting automobile transport connection, which includes our four-wheel offerings, shall be regulated by Decree No. 10/2020/ND-CP on automobile transport business and business conditions, as amended in 2020 (“Decree 10”).
Automobile Trans p ort Services Starting from April 1, 2020, any company who provides a software application supporting automobile transport connection, which includes our four-wheel offerings, shall be regulated by Decree No. 10/2020/ND-CP on automobile transport business and business conditions, as amended in 2022 (“Decree 10”).
Any violation of or non-compliance with the National Payments Act or any guidelines set by the BSP shall be a basis for imposition of administrative or civil fines of up to PHP 2 million (approximately $36,000), suspension of directors and officers, revocation of authority, and/or imprisonment for a term up to 10 years.
Any violation of or non-compliance with the National Payments Act or any guidelines set by the BSP shall be a basis for imposition of administrative or civil fines of up to PHP 2 million (approximately $36,000), suspension of directors and officers, revocation of authority, and possible imprisonment for a term up to 10 years.
Non-compliance with the above could potentially result in penalties including loss of or restriction on the license, administrative monetary penalties imposed by the Ministry of Housing and Local Government, civil damages claims, and criminal penalties for the respective company and/or its officers up to and including fines and (in the case of officers) imprisonment for a term up to five years. 96 Table of Contents Regulations on Insurance Agents The primary legislation applicable to the carrying on of insurance business is the FSA which has repealed and replaced the Insurance Act 1996 (“Repealed IA”), save for certain provisions of the Repealed IA which shall continue to remain in full force and effect by virtue of section 275 of the FSA.
Non-compliance with the above could potentially result in penalties including loss of or restriction on the license, administrative monetary penalties imposed by the Ministry of Housing and Local Government, civil damages claims, and criminal penalties for the respective company and/or its officers up to and including fines and (in the case of officers) imprisonment for a term up to five years. 94 Table of Contents Regulations on Insurance Agents The primary legislation applicable to the carrying on of insurance business is the FSA which has repealed and replaced the Insurance Act 1996 (“Repealed IA”), save for certain provisions of the Repealed IA which shall continue to remain in full force and effect by virtue of section 275 of the FSA.
Information Technology-Based Lending Services (“P2P Lending”) P2P Lending, which OVO engages in through PT Indonusa Bara Sejahtera, is now regulated under OJK Regulation No. 10/POJK.05/2022 of 2022 regarding Information Technology-Based Joint Funding Services, dated July 4, 2022 (“OJK Reg. 10/2022”).
Information Technology-based Joint Funding Services (“P2P Lending”) P2P Lending, which OVO engages in through PT Indonusa Bara Sejahtera, is regulated under OJK Regulation No. 10/POJK.05/2022 of 2022 regarding Information Technology-based Joint Funding Services, dated July 4, 2022 (“OJK Reg. 10/2022”).
In general, the funds deposited in the trust account can be used only for refunds to users and payments to merchants. The Electronic Money (E-Money) Policy Document outlines requirements aimed at ensuring the safety and reliability of e-money and preserving customers’ and merchants’ confidence in using or accepting payments in e-money.
In general, the funds deposited in the trust account can be used only for refunds to users and payments to merchants. The E-Money Policy Document outlines requirements aimed at ensuring the safety and reliability of e-money and preserving customers’ and merchants’ confidence in using or accepting payments in e-money.
GrabRentals facilitates vehicle rental for our driver-partners at competitive rates through our rental fleet or third-party rental services to allow driver-partners with limited vehicle access to offer services on our platform. We provide four-wheel vehicle rental services to our driver-partners in Indonesia, Singapore and Malaysia, as well as motorcycle rental services in Singapore and Indonesia.
GrabRentals facilitates vehicle rental for our driver-partners at competitive rates through our rental fleet or third-party rental services to allow driver-partners with limited vehicle access to offer services on our platform. We offer four-wheel vehicle rental services to our driver-partners in Indonesia, Singapore and Malaysia, as well as motorcycle rental services in Singapore and Indonesia.
The PCA prescribes administrative fines of up to PHP 275 million (approximately $5 million) and criminal penalties of imprisonment for a term up to seven years for violations of its provisions. The PCA also requires compulsory notification of mergers and acquisitions which meet certain thresholds.
The PCA prescribes administrative fines of up to PHP 275 million (approximately $5.0 million) and criminal penalties of imprisonment for a term up to seven years for violations of its provisions. The PCA also requires compulsory notification of mergers and acquisitions which meet certain thresholds.
SK.3244/AJ.801/DJPD/2017 regarding Upper Limit Tariff and Lower Limit Tariff for Special Rental Transportation, dated June 30, 2017 (“DGLT Reg. 3244/2017”), sets forth the minimum and maximum tariffs as follows: Region Minimum Tariff Maximum Tariff Sumatra, Java, Bali IDR 3,500/km IDR 6,000/km Kalimantan, Nusa Tenggara, Sulawesi, Maluku, Papua IDR 3,700/km IDR 6,500/km The tariffs set forth above may be evaluated periodically, at least every six months. 81 Table of Contents DGLT Reg. 3244/2017 requires special rental transportation providers to determine the applicable tariffs for their services.
SK.3244/AJ.801/DJPD/2017 regarding Upper Limit Tariff and Lower Limit Tariff for Special Rental Transportation, dated June 30, 2017 (“DGLT Reg. 3244/2017”), sets forth the minimum and maximum tariffs as follows: Region Minimum Tariff Maximum Tariff Sumatra, Java, Bali IDR 3,500/km IDR 6,000/km Kalimantan, Nusa Tenggara, Sulawesi, Maluku, Papua IDR 3,700/km IDR 6,500/km The tariffs set forth above may be evaluated periodically, at least every six months. 78 Table of Contents DGLT Reg. 3244/2017 requires special rental transportation providers to determine the applicable tariffs for their services.
Our financial services offerings include digital solutions to address the financial needs of our driver- and merchant-partners and consumers, including digital payments, lending, receivables factoring, insurance and wealth management. This segment includes GrabPay, GrabRewards, GrabFinance, GrabInsure, GrabInvest, and OVO.
Our financial services offerings include digital solutions to address the financial needs of our driver- and merchant-partners and consumers, including digital payments, lending, receivables factoring, insurance and wealth management. This segment includes GrabPay, GrabRewards, GrabFinance, GrabInsure, and OVO.
Any violation or non-compliance with Land Transportation Traffic Code or any guidelines set by the LTO shall be a basis for imposition of administrative fines, impounding of the vehicle, and imprisonment. 99 Table of Contents Private Express and/or Messenger Delivery Service (“PEMEDES”) Presidential Decree No. 240 issued on July 9, 1973 states that no express and/or messenger delivery service firm shall operate in the Philippines without possessing “Authority to Operate and/or Messenger Delivery Service” to be issued by the Postmaster General (now the Department of Information and Communications Technology, or the DICT).
Any violation or non-compliance with Land Transportation Traffic Code or any guidelines set by the LTO shall be a basis for imposition of administrative fines, impounding of the vehicle, and imprisonment. 97 Table of Contents Private Express and/or Messenger Delivery Service (“PEMEDES”) Presidential Decree No. 240 issued on July 9, 1973 states that no express and/or messenger delivery service firm shall operate in the Philippines without possessing “Authority to Operate and/or Messenger Delivery Service” to be issued by the Postmaster General (now the Department of Information and Communications Technology, or the DICT).
In particular, (i) a foreign investor can invest in e-commerce services by either setting up a new entity or acquiring shares/equity interest of an existing e-commerce entity; and (ii) in addition to consensus of the MOIT, an appraisal of the Ministry of Public Security (“MPS”) is also required for national security purpose if the foreign investor currently has “control” in at least one e-commerce entity holding a “top 5” position in the Vietnam e-commerce market as announced by the Ministry of Industry and Trade.
In particular, (i) a foreign investor can invest in e-commerce services by either setting up a new entity or acquiring shares/equity interest of an existing e-commerce entity; and (ii) in addition to consensus of the MOIT, an appraisal of the Ministry of Public Security (“MPS”) is also required for national security purpose if the foreign investor currently has “control” in at least one e-commerce entity holding a “top 5” position in the Vietnam e-commerce market as announced by the MOIT.
OJK Reg. 10/2022 also stipulates a three-year lock-up period from the date of issuance of a P2P Lending company’s business license, during which the P2P Lending company and its shareholders are prohibited from making any change to its shareholding structure that would result in (i) the addition of new shareholder(s) and/or (ii) a change in controlling shareholder. 83 Table of Contents Under OJK Reg. 10/2022, a P2P Lending company may apply directly to the OJK for a license.
OJK Reg. 10/2022 also stipulates a three-year lock-up period from the date of issuance of a P2P Lending company’s business license, during which the P2P Lending company and its shareholders are prohibited from making any change to its shareholding structure that would result in (i) the addition of new shareholder(s) and/or (ii) a change in controlling shareholder. 80 Table of Contents Under OJK Reg. 10/2022, a P2P Lending company may apply directly to the OJK for a license.
Tight-knit integration across the offerings available through our platform provides, we believe, a consistently high-quality experience for consumers and encourages consumers to use more of the offerings on our platform.
We believe that tight-knit integration across the offerings available through our platform provides a consistently high-quality experience for consumers and encourages consumers to use more of the offerings on our platform.
In each case, in addition to the aforementioned contractual rights, we also have a call option that provides us the right to require the aforementioned local partners to transfer their shares in the aforementioned entities to another party and the local partners’ shares in such entities are also pledged, which means the local partners can transfer their shares only upon receiving our consent. 109 Table of Contents • In Vietnam, we exercise control over relevant Vietnam operating entities based on voting thresholds set forth in Grab Company Limited, the Vietnam holding company’s charter, pursuant to which resolutions are passed by way of written resolutions agreed by members holding at least 75% of the company’s share capital or votes at a physical meeting where members holding at least 75% of the company’s share capital vote in favor of the resolution.
In each case, in addition to the aforementioned contractual rights, we also have a call option that provides us the right to require the aforementioned local partners to transfer their shares in the aforementioned entities to another party and the local partners’ shares in such entities are also pledged, which means the local partners can transfer their shares only upon receiving our consent. • In Vietnam, we exercise control over relevant Vietnam operating entities based on voting thresholds set forth in Grab Company Limited, the Vietnam holding company’s charter, pursuant to which resolutions are passed by way of written resolutions agreed by members holding at least 75% of the company’s share capital or votes at a physical meeting where members holding at least 75% of the company’s share capital vote in favor of the resolution.
The standard operating procedures must be in place prior to engaging drivers as partners and the Platform Company must take steps to ensure drivers are familiar with the standard operating procedure. 82 Table of Contents In 2019, the MOT also issued MOT Decree 348/2019, which requires Platform Companies to impose a service fee based on the formula and service fee calculation guidance provided by the MOT, and drivers to charge passengers the tariff as set out in the platform.
The standard operating procedures must be in place prior to engaging drivers as partners and the Platform Company must take steps to ensure drivers are familiar with the standard operating procedure. 79 Table of Contents In 2019, the MOT also issued MOT Decree 348/2019, which requires Platform Companies to impose a service fee based on the formula and service fee calculation guidance provided by the MOT, and drivers to charge passengers the tariff as set out in the platform.
Food processing must be conducted with a Certificate of Eligibility of Food Hygiene and Safety Requirement (the “Food Safety Certificate”) issued by (i) the Ministry of Agriculture and Rural Development (“MARD”) or its subordinate agency (i.e., Department of Agriculture and Rural Development (“DARD”)) or (ii) MOIT or its subordinate agency DOIT, or Ho Chi Minh City’s People’s Committee and its designated agency Food Safety Management Authority of Ho Chi Minh City, depending on the kind of food products and trade as well as scale of production.
Food processing must be conducted with a Certificate of Eligibility of Food Hygiene and Safety Requirement (the “Food Safety Certificate”) issued by (i) the Ministry of Agriculture and Rural Development (“MARD”) or its subordinate agency (i.e., Department of Agriculture and Rural Development (“DARD”)) or (ii) MOIT or its subordinate agency DOIT, or Ho Chi Minh City’s People’s Committee and its designated agency Food Safety Department of Ho Chi Minh City, depending on the kind of food products and trade as well as scale of production.
The administrative fine is subject to the minimum of IDR 1 billion (approximately $64,000) and the maximum of (i) 50% of the net profit received by the perpetrator in the relevant market during the period in which the non-compliance persists, (ii) 10% of the total sales in the relevant market during the period in which the non-compliance persists or (iii) IDR 25 billion (approximately $2 million), which applies only for failure to report a notifiable transaction to the KPPU in a timely manner.
The administrative fine is subject to the minimum of IDR 1 billion (approximately $64,000) and the maximum of (i) 50% of the net profit received by the perpetrator in the relevant market during the period in which the non-compliance persists, (ii) 10% of the total sales in the relevant market during the period in which the non-compliance persists or (iii) IDR 25 billion (approximately $1.6 million), which applies only for failure to report a notifiable transaction to the KPPU in a timely manner.
Risk Factors—Risks Relating to Our Corporate Structure and Doing Business in Southeast Asia—In certain jurisdictions, we are subject to restrictions on foreign ownership.” 110 Table of Contents The following summary diagram illustrates our principal corporate structure as of the date of this annual report (with reference to the country and date of formation): Our direct and/or indirect equity ownership. - - - Our contractual rights.
Risk Factors—Risks Relating to Our Corporate Structure and Doing Business in Southeast Asia—In certain jurisdictions, we are subject to restrictions on foreign ownership.” 109 Table of Contents The following summary diagram illustrates our principal corporate structure as of the date of this annual report (with reference to the country and date of formation): Our direct and/or indirect equity ownership. - - - Our contractual rights.
Those FIEs can continue carrying out their trading activities as previously approved but certain changes including, among others, scope of trading operations, shareholding or legal representative could require the company to apply for a trading license. Due to changes in enterprise information, which requires obtaining a trading license, we are in the process of obtaining one under Degree 09.
Those FIEs can continue carrying out their trading activities as previously approved but certain changes including, among others, scope of trading operations, shareholding or legal representative could require the company to apply for a trading license. Due to changes in enterprise information, which requires obtaining a trading license, we are in the process of obtaining one under Decree 09.
We reassess our insurance structure at each renewal, taking into account both insurance market conditions and the expansion and development of our business. 80 Table of Contents Regulatory Environment Except as disclosed in this annual report, we believe we are in material compliance with the referenced regulations and there is not currently a known material risk of non-compliance.
We reassess our insurance structure at each renewal, taking into account both insurance market conditions and the expansion and development of our business. 77 Table of Contents Regulatory Environment Except as disclosed in this annual report, we believe we are in material compliance with the referenced regulations and there is not currently a known material risk of non-compliance.
For each of these classes of courier service licenses, certain criteria would need to be met such as minimum paid-up capital requirements and even a majority local equity requirement for N-Courier licensees. Other than the new classes of licenses, the public consultation document also proposes a new annual license fee model and introduce new special license conditions.
For each of these classes of courier service licenses, certain criteria would need to be met such as minimum paid-up capital requirements and even a majority local equity requirement for N-Courier licensees. Other than the new classes of licenses, the public consultation document also proposes a new annual license fee model and introduces new special license conditions.
In this regard, BNM has issued policy documents on anti-money laundering, countering financing of terrorism and targeted financial sanctions applicable to licensed moneylenders and approved issuers of e-money. 97 Table of Contents Worker Classification An “employee” means a person engaged under a contract of service while an “independent contractor” means a person engaged pursuant to a contract for services.
In this regard, BNM has issued policy documents on anti-money laundering, countering financing of terrorism and targeted financial sanctions applicable to licensed moneylenders and approved issuers of e-money. 95 Table of Contents Worker Classification An “employee” means a person engaged under a contract of service while an “independent contractor” means a person engaged pursuant to a contract for services.
We will look to expand and localize our product offerings to address the needs of consumers in those cities. 79 Table of Contents Pursue Targeted Investments, Acquisitions, and Strategic Partnerships To complement our organic growth strategy, we expect to continue to selectively pursue investments and acquisitions that we believe will enhance user experience, as well as solidify and extend our category leadership position.
We will look to expand and localize our product offerings to address the needs of consumers in those cities. 76 Table of Contents Pursue Targeted Investments, Acquisitions, and Strategic Partnerships To complement our organic growth strategy, we expect to continue to selectively pursue investments and acquisitions that we believe will enhance user experience, as well as solidify and extend our category leadership position.
These additional requirements include: (i) minimum 51% of shares with voting rights being held by a domestic party; (ii) the power to nominate the majority of the board of directors and/or board of commissioners, if any, being held by a domestic party; and (iii) the power to veto a decision or approval made in a general meeting of shareholders that significantly impacts the company, if any, being held by a domestic party.
These domestic control requirements include: (i) minimum 51% of shares with voting rights being held by a domestic party; (ii) the power to nominate the majority of the board of directors and/or board of commissioners, if any, being held by a domestic party; and (iii) the power to veto a decision or approval made in a general meeting of shareholders that significantly impacts the company, if any, being held by a domestic party.
Under Article 50 of OJK Reg. 10/2022, a P2P Lending company must have a minimum equity of IDR 12.5 billion (approximately $805,000) at all times, and this minimum equity amount may be fulfilled in accordance with a stipulated timetable over the course of three years after the promulgation of OJK Reg. 10/2022.
Under Article 50 of OJK Reg. 10/2022, a P2P Lending company must have a minimum equity of IDR 12.5 billion (approximately $812,000) at all times, and this minimum equity amount may be fulfilled in accordance with a stipulated timetable over the course of three years after the promulgation of OJK Reg. 10/2022.
Among other things, an insurance agent must operate under a written agreement, comply with certain pre-contract disclosures, act only for insurers entitled to carry on business in Singapore, and abide by other conduct of business requirements under Part IIB of the IA, and other relevant regulations and industry best practices.
Among other things, an insurance agent must operate under a written agreement, comply with certain pre-contract disclosures, act only for insurers entitled to carry on business in Singapore, and abide by other conduct of business requirements under Part 2B of the IA, and other relevant regulations and industry best practices.
However, the MOIT has not announced such top 5 list. In addition, for an existing Vietnam-based e-commerce company that holds a “top 5” position in the Vietnam e-commerce market, a similar MPS approval is required before MOIT gives its consensus and the DOIT grants or amends the trading license.
However, the MOIT has not announced such top 5 list for the year 2024. In addition, for an existing Vietnam-based e-commerce company that holds a “top 5” position in the Vietnam e-commerce market, a similar MPS approval is required before MOIT gives its consensus and the DOIT grants or amends the trading license.
Global tech talent pool, local solutions Our team of engineers, data scientists, data analysts, designers and product managers are located across ten research and development centers in Bangalore, Beijing, Cluj-Napoca, Ho Chi Minh City, Jakarta, Kuala Lumpur, Seattle, Shenzhen, Singapore, and Taipei.
Global tech talent pool, local solutions Our team of engineers, data scientists, data analysts, designers and product managers are located across ten research and development centers in Bangalore, Beijing, Cluj-Napoca, Ho Chi Minh City, Jakarta, Kuala Lumpur, Bellevue, Shenzhen, Singapore, and Taipei.
Article 25 of OJK Reg. 10/2022 states that the provision of such services is further classified into two types of funding, i.e., (i) productive funding, and (ii) multipurpose funding. The maximum funding limit remains unchanged from the previous regulation at IDR 2 billion (approximately $129,000).
Article 25 of OJK Reg. 10/2022 states that the provision of such services is further classified into two types of funding, i.e., (i) productive funding, and (ii) multipurpose funding. The maximum funding limit remains unchanged from the previous regulation at IDR 2 billion (approximately $130,000).
In the event an operator does not acquire the intermediation business license, this will be deemed as an offense and upon conviction, the offender is liable to a fine of up to MYR 500,000 (approximately $113,000) and/or imprisonment for a term up to three years.
In the event an operator does not acquire the intermediation business license, this will be deemed as an offense and upon conviction, the offender is liable to a fine of up to MYR 500,000 (approximately $109,000) and/or imprisonment for a term up to three years.
Vietnamese postal regulations require entities and individuals providing delivery or postal services (except individuals providing the services free of charge) to obtain a postal license or certificate on postal operation notification, depending on weight and type of items being delivered as well as territory in which the postal service provider operates.
Vietnamese postal regulations require entities and individuals providing delivery or postal services (except, among others, individuals providing the services free of charge) to obtain a postal license or certificate on postal operation notification, depending on weight and type of items being delivered as well as territory in which the postal service provider operates.
Through contractual rights with the Malaysian local partner together with certain other rights, we are able to consolidate the financial results of Jaya Grocer in our consolidated financial statements in accordance with IFRS. 112 Table of Contents D. Property, Plants and Equipment We are dual-headquartered in Singapore and Indonesia.
Through contractual rights with the Malaysian local partner together with certain other rights, we are able to consolidate the financial results of Jaya Grocer in our consolidated financial statements in accordance with IFRS. 111 Table of Contents D. Property, Plants and Equipment We are dual-headquartered in Singapore and Indonesia.
The Notification requires certain service providers to ensure the security of their stored computer traffic data and the stored data must be able to identify and authenticate individual users. Any service providers who fail to comply with the Notification may face a fine of up to THB 500,000 (approximately $14,000).
The Notification requires certain service providers to ensure the security of their stored computer traffic data and the stored data must be able to identify and authenticate individual users. Any service providers who fail to comply with the Notification may face a fine of up to THB 500,000 (approximately $15,000).
Under Section 14 of the PSA, if a licensee fails to comply with the conditions of a license issued by MCMC under the PSA, the licensee shall upon conviction be liable to pay a fine of up to MYR 300,000 (approximately $68,000) and/or imprisonment for a term up to three years.
Under Section 14 of the PSA, if a licensee fails to comply with the conditions of a license issued by MCMC under the PSA, the licensee shall upon conviction be liable to pay a fine of up to MYR 300,000 (approximately $65,000) and/or imprisonment for a term up to three years.
We offer various incentives to our driver- and merchant-partners, which are deducted from the fees normally received from driver- or merchant-partners (typically being a percentage of the fare paid by the consumer to the driver- or merchant-partner) and such incentives may sometimes exceed Grab’s fee from a particular transaction.
We offer various incentives to our driver- and merchant-partners, which are deducted from the commissions and fees normally received from driver- or merchant-partners (typically being a percentage of the fare paid by the consumer to the driver- or merchant-partner) and such incentives may sometimes exceed Grab’s commissions and fees from a particular transaction.
We do not believe the non-extension of such approval would have a material impact on our business, as only a very small number of driver-partners (who are licensed as chauffeured private hire car drivers and taxi drivers) provide courier pick-up and delivery services. 87 Table of Contents Regulations on Competition Laws The Competition Act 2004 (the “Competition Act”) prohibits anti-competitive practices.
We do not believe the non-extension of such approval would have a material impact on our business, as only a very small number of driver-partners (who are licensed as chauffeured private hire car drivers and taxi drivers) provide courier pick-up and delivery services. Regulations on Competition Laws The Competition Act 2004 (the “Competition Act”) prohibits anti-competitive practices.
The graphic below illustrates the economics of a typical deliveries order (other than for certain delivery offerings in one of our markets which have changed from an agency to a principal business model since the fourth quarter of 2022): Consumer Economics: The consumer pays the total dollar value of goods ordered, delivery fee, and platform and other fees, which is partially offset by a promotion given.
The graphic below illustrates the economics of a typical deliveries order (other than for certain delivery offerings in one of our markets which have changed from an agency to a principal business model since the fourth quarter of 2022): 68 Table of Contents Consumer Economics: The consumer pays the total dollar value of goods ordered, delivery fee, and platform and other fees, which is partially offset by a promotion given.
As a founders-led, mission-driven company that seeks to uplift our communities across the region, we place as much emphasis on cultural alignment with The Grab Way and our 4H principles as we do on technical or functional competency.
As a founder-led, mission-driven company that seeks to uplift our communities across the region, we place as much emphasis on cultural alignment with The Grab Way and our 4H principles as we do on technical or functional competency.
The penalties for non-compliance with the pricing policies put in place by the Public Transport Council include the imposition of fines of up to the amount of SGD 100,000 (approximately $75,000) and/or imprisonment for a term of up to six months.
The penalties for non-compliance with the pricing policies put in place by the Public Transport Council include the imposition of fines of up to the amount of SGD 100,000 (approximately $76,000) and/or imprisonment for a term of up to six months.
Failure to comply with prescribed method and procedure for debt collection activities may result in administrative fines of up to THB 100,000 (approximately $3,000) or criminal penalties (fines of up to THB 500,000 (approximately $14,000) and/or imprisonment for a term up to five years).
Failure to comply with prescribed method and procedure for debt collection activities may result in administrative fines of up to THB 100,000 (approximately $3,000) or criminal penalties (fines of up to THB 500,000 (approximately $15,000) and/or imprisonment for a term up to five years).
Various drivers of social and economic change in Southeast Asia that we believe will serve as tailwinds to accelerate the adoption of digital services offered by Grab include: • Rapid urbanization driven by macroeconomic and demographic growth. • Mobile-first population with increasing digital engagement. 64 Table of Contents • Increasing digitalization of services and consumption. • Regulatory landscape supportive of technology and digital advancement. • Large unbanked and underserved population.
Various drivers of social and economic change in Southeast Asia that we believe will serve as tailwinds to accelerate the adoption of digital services offered by Grab include: • Rapid urbanization driven by macroeconomic and demographic growth. • Mobile-first population with increasing digital engagement. • Increasing digitalization of services and consumption. • Regulatory landscape supportive of technology and digital advancement. • Large unbanked and underserved population.
Overview Southeast Asia’s leading superapp We are Southeast Asia’s leading superapp, operating primarily across the deliveries, mobility and digital financial services sectors in over 500 cities across eight countries in the region—Cambodia, Indonesia, Malaysia, Myanmar, the Philippines, Singapore, Thailand and Vietnam.
Overview Southeast Asia’s leading superapp We are Southeast Asia’s leading superapp, operating primarily across the deliveries, mobility and digital financial services sectors in over 700 cities across eight countries in the region—Cambodia, Indonesia, Malaysia, Myanmar, the Philippines, Singapore, Thailand and Vietnam.
The penalties for non-compliance with the conditions of the licenses granted under the PPPTIA include revocation or suspension of the licenses and/or the imposition of financial penalties up to the amount of 10% of the licensee’s annual turnover or SGD 100,000 (approximately $75,000) per instance of non-compliance.
The penalties for non-compliance with the conditions of the licenses granted under the PPPTIA include revocation or suspension of the licenses and/or the imposition of financial penalties up to the amount of 10% of the licensee’s annual turnover or SGD 100,000 (approximately $76,000) per instance of non-compliance.
Section 16 of the PSA prohibits the assignment and transfer of license, where upon conviction, the offender would be liable to pay a fine of up to MYR 500,000 (approximately $113,000) and/or imprisonment for a term up to five years.
Section 16 of the PSA prohibits the assignment and transfer of license, where upon conviction, the offender would be liable to pay a fine of up to MYR 500,000 (approximately $109,000) and/or imprisonment for a term up to five years.
Failure to obtain a trading license may result in a fine of up to VND 30 million (approximately $1,000) and/or return of all the profits earned from activities conducted without a proper license. Starting on January 1, 2022, foreign investment in e-commerce is subject to discretionary approval of competent licensing authorities (in contrast to “matter of course” approval).
Failure to obtain a trading license may result in a fine of up to VND 30 million (approximately $1,000) and/or return of all the profits earned from activities conducted without a proper license. 103 Table of Contents Starting on January 1, 2022, foreign investment in e-commerce is subject to discretionary approval of competent licensing authorities (in contrast to “matter of course” approval).
In case of concealing facts or presenting false statements, or tipping off, there is a liability of up to two years or five years of imprisonment and a fine of THB 50,000 to THB 500,000 (approximately $1,000 to $14,000) or, in case of tipping-off, THB 100,000 (approximately $3,000).
In case of concealing facts or presenting false statements, or tipping off, there is a liability of up to two years or five years of imprisonment and a fine of THB 50,000 to THB 500,000 (approximately $1,500 to $15,000) or, in case of tipping-off, THB 100,000 (approximately $3,000).
Indonesia Regulations on Foreign Investment and Foreign Ownership Restrictions Foreign investment in Indonesia, including our investments, is primarily governed under Law No. 25 of 2007 regarding Investment, issued on April 26, 2007 (“Law No. 25/2007”), as amended by Government Regulation in Lieu of Law No. 2 of 2022 on Job Creation (the “Omnibus Law,” and together with Law No. 25/2007, the “Investment Law”).
Indonesia Regulations on Foreign Investment and Foreign Ownership Restrictions Foreign investment in Indonesia, including our investments, is primarily governed under Law No. 25 of 2007 regarding Investment, issued on April 26, 2007 (“Law No. 25/2007”), as amended by Law No. 6 of 2023 on Stipulation of Government Regulation in Lieu of Law No. 2 of 2022 on Job Creation (the “Omnibus Law,” and together with Law No. 25/2007, the “Investment Law”).
The personal loan business operator is also subject to certain ongoing requirements and restrictions in business operation e.g. reporting requirements, chargeable fee, qualifications of customers. 92 Table of Contents If a non-compliant Nano-Finance and/or Personal Loan business operator cannot appropriately rectify the non-compliance activities, it may be ordered to cease business operations or be subject to a fine and penalty.
The personal loan business operator is also subject to certain ongoing requirements and restrictions in business operation e.g. reporting requirements, chargeable fee, qualifications of customers. If a non-compliant Nano-Finance and/or Personal Loan business operator cannot appropriately rectify the non-compliance activities, it may be ordered to cease business operations or be subject to a fine and penalty.
In addition to this special risk insurance, we have also procured cyber liability insurance covering primarily data and system recovery, cyber extortion, privacy and network security, media, technological professional liability and business interruption arising therefrom.
In addition to this special risk insurance, we have also procured cyber liability insurance covering primarily data and system recovery, cyber extortion, privacy and network security, media, professional indemnity liability and business interruption arising therefrom.
In case of a breach of the Malaysia PDPA, the Personal Data Protection Commission may impose a fine of up to MYR 500,000 (approximately $113,000) and/or an imprisonment for a term of up to three years.
In case of a breach of the Malaysia PDPA, the Personal Data Protection Commission may impose a fine of up to MYR 500,000 (approximately $109,000) and/or an imprisonment for a term of up to three years.
Acting as an insurance agent without authority is unlawful and is penalized by fine of up to PHP 250,000 (approximately $4,000) and/or imprisonment for a term up to six months.
Acting as an insurance agent without authority is unlawful and is penalized by fine of up to PHP 250,000 (approximately $5,000) and/or imprisonment for a term up to six months.
The moratorium will be in effect until it is formally lifted by the Philippine SEC. 101 Table of Contents Regulations on Operators of Payment Systems Republic Act No. 11127 (the “National Payment Systems Act”) provides a comprehensive legal and regulatory framework for payment systems and governs services such as GrabPay and GrabLink.
The moratorium will be in effect until it is formally lifted by the Philippine SEC. Regulations on Operators of Payment Systems Republic Act No. 11127 (the “National Payment Systems Act”) provides a comprehensive legal and regulatory framework for payment systems and governs services such as GrabPay and GrabLink.
Under the EMI Circular, EMIs are classified as “large scale” or “small scale,” depending on whether or not the 12-month average value of aggregated inflow and outflow transactions is equal to or greater than PHP 25 billion (approximately $449 million).
Under the EMI Circular, EMIs are classified as “large scale” or “small scale,” depending on whether or not the 12-month average value of aggregated inflow and outflow transactions is equal to or greater than PHP 25 billion (approximately $451.3 million).
Vietnamese Competition Law Competition Law No. 23/2018/QH14 (“Competition Law”) is envisaged to be primarily administered under the jurisdiction of the MOIT and the Vietnam Competition Commission (“VCC”). The VCC was established on April 1, 2023, and its chairman has been appointed by the Prime Minister.
Vietnamese Competition Law Competition Law No. 23/2018/QH14 (“Competition Law”) is envisaged to be primarily administered under the jurisdiction of the MOIT and the Viet Nam Competition Commission (“VCC”). The VCC was established on April 1, 2023, and its chairman has been appointed by the Prime Minister.
Our PayLater offering drives sales to merchant-partners by improving their discoverability by consumers who use our consumer superapp, and by improving the affordability of their goods and services to the consumer. 68 Table of Contents • GrabInsure connects affordable insurance products to consumers and our driver-partners, and is available in Singapore, Indonesia, Malaysia, the Philippines and Vietnam.
Our PayLater offering drives sales to merchant-partners by improving their discoverability by consumers who use our consumer superapp, and by improving the affordability of their goods and services to the consumer. • GrabInsure connects affordable insurance products to consumers and our driver-partners, and is available in Singapore, Indonesia, Malaysia, the Philippines and Vietnam.
For example: • Our platform has served over 11 billion driver-partner trips and aggregated over 61 billion kilometers of GPS trace data. More importantly, many streets in the cities we operate in are actually alleys or shortcuts that are not mapped by mapping service providers. However, our two-wheel driver-partners are able to utilize these alleys and shortcuts in many situations.
For example: • Our platform has served over 13 billion driver-partner trips and aggregated over 75 billion kilometers of GPS trace data. More importantly, many streets in the cities we operate in are actually alleys or shortcuts that are not mapped by mapping service providers. However, our two-wheel driver-partners are able to utilize these alleys and shortcuts in many situations.
The DPA expressly requires that, before a personal information controller or processor can collate, process, and then use or share personal data, the personal information controller or processor must have a lawful criterion or basis for processing, such as consent (which is defined as any freely given, specific, informed indication of will, whereby the data subject agrees to the collection and processing of his or her personal data).
The DPA expressly requires that, before a personal information controller (the “PIC”) or processor (the “PIP”) can collate, process, and then use or share personal data, the personal information controller or processor must have a lawful criterion or basis for processing, such as consent (which is defined as any freely given, specific, informed indication of will, whereby the data subject agrees to the collection and processing of his or her personal data) and contract fulfillment.
Additionally, any action that contravenes the Amended Articles of Incorporation and By-Laws would be invalid and unenforceable and thereby be incrementally beneficial to the party seeking to enforce its terms. • In Malaysia, we own 50% of the voting shares in Jaya Grocer outright.
Additionally, any action that contravenes the Amended Articles of Incorporation and By-Laws would be invalid and unenforceable and thereby be incrementally beneficial to the party seeking to enforce its terms. 108 Table of Contents • In Malaysia, we own 50% of the voting shares in Jaya Grocer outright.
For example, we have developed solutions for locally popular modes of transportation, including GrabThoneBane in Mandalay, Myanmar, GrabTukTuk in Cambodia and Thailand and GrabTrike in the Philippines.
For example, we have developed solutions for locally popular modes of transportation, including GrabThoneBane in Mandalay, Myanmar, GrabTukTuk in Cambodia and Thailand, and GrabTrike and Move It in the Philippines.
Based on the severity of the violations, the enterprises may also be subject to criminal liabilities, which include a monetary fine from VND 1 billion to VND 5 billion (approximately $42,000 to $212,000) or the involved business may be suspended for six months to two years; they might also be banned from operating in certain fields or raising capital for one to three years.
Based on the severity of the violations, the enterprises may also be subject to criminal liabilities, which include a monetary fine from VND 1 billion to VND 5 billion (approximately $41,000 to $206,000) or the involved business may be suspended for six months to two years; they might also be banned from operating in certain fields or raising capital for one to three years.
By enabling bookings of either vehicle type, we are able to pool the supply of both taxis and private cars and enable faster booking of rides and a more efficient mobility platform. 67 Table of Contents • GrabBike is a motorcycle ride-hailing offering.
By enabling bookings of either vehicle type, we are able to pool the supply of both taxis and private cars and enable faster booking of rides and a more efficient mobility platform. • GrabBike is a motorcycle ride-hailing offering.
The contractual arrangements with respect to our principal consolidated affiliated entities consist of the following: • In Thailand, we exercise control over relevant Thai operating entities as a result of a dual-class share and two-tiered corporate structure.
The contractual arrangements with respect to our principal consolidated affiliated entities consist of the following: 107 Table of Contents • In Thailand, we exercise control over relevant Thai operating entities as a result of a dual-class share and two-tiered corporate structure.
Under BI Reg. 22/2020, there are two types of payment system service providers: (i) a payment service provider (Penyedia Jasa Pembayaran (“PJP”)), which is a bank or non-bank entity that provides services to facilitate payment transactions for users; and (ii) a payment system infrastructure administrator (Penyelenggara Infrastruktur Sistem Pembayaran (“PIP”)), which is a party that provides infrastructure that can be used to conduct fund transfers for the benefit of its members.
Under BI Reg. 22/2020, there are two types of payment system service providers: (i) a payment service provider (Penyedia Jasa Pembayaran (“PJP”)) (such as OVO), which is a bank or non-bank entity that provides services to facilitate payment transactions for users; and (ii) a payment system infrastructure operator (Penyelenggara Infrastruktur Sistem Pembayaran (“PIP”)), which is a party that provides infrastructure that can be used to conduct fund transfers for the benefit of its members.
We enable millions of people each day to access driver- and merchant-partners to order food or groceries, send packages, hail a ride or taxi, pay for online purchases or access services such as lending, insurance and wealth management. Our platform enables important high frequency hyperlocal consumer services—all through a single app.
We enable millions of people each day to access driver- and merchant-partners to order food or groceries, send packages, hail a ride or taxi, pay for online purchases or access services such as lending, insurance and wealth management. Our platform enables important high frequency hyperlocal consumer services.
Our driver-partners Our more than 5 million registered driver-partners as of December 31, 2022 represent a diverse range of individuals across many different ethnicities and age groups. Our driver-partners take pride in satisfying consumers by providing rides, food deliveries and package deliveries each day. Our driver-partner network is also highly inclusive.
Our driver-partners Our more than 6 million registered driver-partners as of December 31, 2023 represent a diverse range of individuals across many different ethnicities and age groups. Our driver-partners take pride in satisfying consumers by providing rides, food deliveries and package deliveries each day. Our driver-partner network is also highly inclusive.
This regulation is aimed at regulating digital platform service providers who serve as electronic intermediary service providers connecting business operators with consumers, and requires applicable digital platform service providers to notify ETDA prior to commencing their businesses. Existing applicable digital platform service providers that wish to continue carrying on their businesses are required to notify ETDA by November 18, 2023.
This regulation is aimed at regulating digital platform service providers who serve as electronic intermediary service providers connecting business operators with consumers, and requires applicable digital platform service providers to notify ETDA before commencing their businesses. Existing applicable digital platform service providers that wish to continue carrying on their businesses were required to notify ETDA by November 18, 2023.
The general penalty pursuant to Section 61 of the Competition Act 2010 is a (a) fine of up to MYR 5 million (approximately $1 million), and for a second or subsequent offense, to a fine of up to MYR 10 million (approximately $2 million); or (b) if such person is not a body corporate, to a fine of up to MYR 1 million (approximately $227,000) and/or imprisonment for a term up to five years, and for a second or subsequent offense, to a fine of up to MYR 2 million (approximately $454,000) and/or imprisonment for a term up to five years.
The general penalty pursuant to Section 61 of the Competition Act 2010 is a (a) fine of up to MYR 5 million (approximately $1.1 million), and for a second or subsequent offense, to a fine of up to MYR 10 million (approximately $2.2 million); or (b) if such person is not a body corporate, to a fine of up to MYR 1 million (approximately $218,000) and/or imprisonment for a term up to five years, and for a second or subsequent offense, to a fine of up to MYR 2 million (approximately $435,000) and/or imprisonment for a term up to five years.
Consumers who use our platform Our over 32 million Monthly Transacting Users (“MTUs”) in 2022, which includes MTUs from OVO, came from a wide range of demographics and socio-economic backgrounds. Consumers who use our platform are highly engaged and demand high-quality services, technological functionality, and prompt responsiveness.
Consumers who use our platform Our over 35 million monthly transacting users (“MTUs”) in 2023, which includes MTUs from OVO, came from a wide range of demographics and socio-economic backgrounds. Consumers who use our platform are highly engaged and demand high-quality services, technological functionality, and prompt responsiveness.
Key Information—D. Risk Factors—Risks Relating to Our Business and Industry—We face intense competition across the segments and markets we serve.” 78 Table of Contents Our Roadmap for Sustainable Growth Invest in Technology and Infrastructure We plan to continue to invest in technology and infrastructure to enhance user experience and improve operational efficiency.
Key Information—D. Risk Factors—Risks Relating to Our Business and Industry—We face intense competition across the segments and markets we serve.” Our Roadmap for Sustainable Growth Invest in Technology and Infrastructure We plan to continue to invest in technology and infrastructure to enhance user experience and improve operational efficiency.
We have also successfully pursued a strategy of making strategic alliances with suitable partners, and we expect to continue to do so in the future. We intend to focus on investments, acquisitions and alliances that we believe will attract new consumers to our platform and broaden our offerings.
We have also successfully pursued a strategy of making strategic alliances with suitable partners such as Emtek in Indonesia, and we expect to continue to do so in the future. We intend to focus on investments, acquisitions and alliances that we believe will attract new consumers to our platform and broaden our offerings.
In the case of failing to comply with the CTPF reporting obligations, the business operators shall be liable to a fine of up to THB 500,000 (approximately $14,000) and up to THB 5,000 (approximately $100) for each day until rectification is made, including their directors or responsible persons.
In the case of failing to comply with the CTPF reporting obligations, the business operators shall be liable to a fine of up to THB 500,000 (approximately $15,000) and up to THB 5,000 (approximately $150) for each day until rectification is made, including their directors or responsible persons.
Financial Segment (including e-payment service, debt trading and insurance business) Intermediary payment services are mainly regulated by Law on Prevention of Money Laundering No. 14/2022/QH15, Decree 101 and its guiding local documents. Under Decree 101, intermediary payment services include, among others, e-wallet and e-payment gateway services.
Financial Segment (including e-payment service and insurance business) Intermediary payment services are mainly regulated by Law on Prevention of Money Laundering No. 14/2022/QH15, Decree 101 and its guiding local documents. Under Decree 101, intermediary payment services include, among others, e-wallet, e-payment gateway and other supporting payment services.
In a region as geographically diverse as Southeast Asia, the offerings on our platform have a wide geographic coverage, operating in capital cities, major commercial and tourist cities, as well as non-tier 1 cities and towns across Southeast Asia. Our application offers localized offerings and personalized experiences based on the consumer’s location.
In a region as geographically diverse as Southeast Asia, the offerings on our platform have a wide geographic coverage, operating in capital cities, major commercial and tourist cities, as well as smaller cities and towns across Southeast Asia. Our application offers localized offerings and personalized experiences based on the consumer’s location.
KPPU may impose sanctions ranging from IDR10 billion (approximately $660,000) for large enterprises or IDR5 billion (approximately $330,000) for medium enterprises if violation is found as well as a recommendation for revocation of business license if the situation is not remedied during the warning periods.
KPPU may impose sanctions ranging from IDR10 billion (approximately $650,000) for large enterprises or IDR5 billion (approximately $325,000) for medium enterprises if violation is found as well as a recommendation for revocation of business license if the situation is not remedied during the warning periods.
See footnotes below for information on our contractual rights. 111 Table of Contents (1) Indonesia: In addition to our ownership of 82.8% of the shares, which, due to a dual-class structure, represent a 38.9% voting interest, of PT Bumi Cakrawala Perkasa (“BCP”) through which we own OVO and conduct our financial services businesses in Indonesia, we 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.
(1) Indonesia: In addition to our ownership of 82.8% of the shares, which, due to a dual-class structure, represent a 38.9% voting interest, of PT Bumi Cakrawala Perkasa (“BCP”) through which we own OVO and conduct our financial services businesses in Indonesia, we 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.
Competent authority has the right to either request for, or has access to any system that contains or commits violations against cybersecurity principles. The Decree on Personal Data Protection (Decree No. 13/2023/ND-CP) (“PDPD”) will come into force on July 1, 2023 and is considered to be a unified set of regulations on personal data protection.
Competent authority has the right to either request for, or has access to any system that contains or commits violations against cybersecurity principles. The Decree on Personal Data Protection (Decree No. 13/2023/ND-CP) (“PDPD”) came into effect on July 1, 2023 and is considered to be a unified set of regulations on personal data protection.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

166 edited+56 added−50 removed71 unchanged
Biggest change(in $ millions, unless otherwise stated) Year Ended December 31, 2022 2021 2020 Loss for the year (1,740 ) (3,555 ) (2,745 ) Net interest expenses 57 1,675 1,391 Other income (7 ) (12 ) (10 ) Income tax expense 6 3 2 Depreciation and amortization 150 345 387 Share-based compensation expenses 412 357 54 Unrealized foreign exchange loss 2 1 * Impairment loss on goodwill and non-financial assets 5 15 43 Fair value changes on investments 294 (37 ) 57 Restructuring costs 8 1 2 Legal, tax and regulatory settlement provisions 20 12 39 Share listing and associated expenses - 353 - Adjusted EBITDA (793 ) (842 ) (780 ) Regional corporate costs 858 717 554 Total Segment Adjusted EBITDA 65 (125 ) (226 ) Segment Adjusted EBITDA Deliveries (35 ) (130 ) (211 ) Mobility 494 345 307 Financial Services (415 ) (349 ) (331 ) Enterprise and New Initiatives 21 9 9 Total Segment Adjusted EBITDA 65 (125 ) (226 ) Note: * Amount less than $1 million Financial Measures by Business Segment Deliveries The table below highlights key financial measures for our deliveries segment.
Biggest change(in $ millions, unless otherwise stated) Year Ended December 31, 2023 2022 2021 Loss for the year (485 ) (1,740 ) (3,555 ) Net interest (income)/ expenses (98 ) 57 1,675 Net other income (8 ) (7 ) (12 ) Income tax expense 19 6 3 Depreciation and amortization 145 150 345 Share-based compensation expenses 304 412 357 Unrealized foreign exchange (gain)/ loss (2 ) 2 1 Impairment losses on goodwill and non-financial assets * 5 15 Fair value changes on investments 38 294 (37 ) Restructuring costs 56 8 1 Legal, tax and regulatory settlement provisions 9 20 12 Share listing and associated expenses - - 353 Adjusted EBITDA (22 ) (793 ) (842 ) Regional corporate costs 793 858 717 Total Segment Adjusted EBITDA 771 65 (125 ) Segment Adjusted EBITDA Deliveries 313 (35 ) (130 ) Mobility 676 494 345 Financial Services (294 ) (415 ) (349 ) Enterprise and New Initiatives 76 21 9 Total Segment Adjusted EBITDA 771 65 (125 ) Note: * Amount less than $1 million 125 Table of Contents Adjusted Free Cash Flow (in $ millions, unless otherwise stated) Year Ended December 31, 2023 2022 2021 Net cash from/ (used in) operating activities 86 (798 ) (954 ) Less: Capital expenditures* (140 ) (134 ) (175 ) Free Cash Flow (54 ) (932 ) (1,129 ) Changes in: - Loan receivables 184 110 87 - Deposits payable (364 ) (3 ) - Adjusted Free Cash Flow (234 ) (825 ) (1,042 ) Note: * Includes cash outflow for certain assets acquired using lease arrangements Financial Measures by Business Segment Deliveries The table below highlights key financial measures for our deliveries segment.
The incentives granted to driver- and merchant-partners include base incentives and excess incentives, with base incentives being the amount of incentives paid to driver- and merchant-partners up to the amount of commissions and fees earned by us from those driver- and merchant-partners, and excess incentives being the amount of payments made to driver- and merchant-partners that exceed the amount of commissions and fees earned by us from those driver- and merchant-partners.
The incentives granted to driver- and merchant-partners include base incentives and excess incentives, with base incentives being the amount of incentives paid to driver- and merchant-partners up to the amount of commissions and fees earned by us from those driver- and merchant-partners, and excess incentives being the amount of payments made to driver- and merchant-partners that exceed the amount of commissions and fees earned by us from those driver- and merchant-partners.
The incentives granted to driver- and merchant-partners include base incentives and excess incentives, with base incentives being the amount of incentives paid to driver- and merchant-partners up to the amount of commissions and fees earned by us from those driver- and merchant-partners, and excess incentives being the amount of payments made to driver- and merchant-partners that exceed the amount of commissions and fees earned by us from those driver- and merchant-partners.
The incentives granted to driver- and merchant-partners include base incentives and excess incentives, with base incentives being the amount of incentives paid to driver- and merchant-partners up to the amount of commissions and fees earned by us from those driver- and merchant-partners, and excess incentives being the amount of payments made to driver- and merchant-partners that exceed the amount of commissions and fees earned by us from those driver- and merchant-partners.
(2) GMV means gross merchandise value, representing the sum of the total dollar value of transactions from Grab’s products and services, including any applicable taxes, tips, tolls, surcharges and fees, over the period of measurement. GMV includes sales made through offline stores.
(2) GMV means gross merchandise value, representing the sum of the total dollar value of transactions from Grab’s products and services, including any applicable taxes, tips, tolls, surcharges and fees, over the period of measurement. GMV includes sales made through offline stores.
The incentives granted to driver- and merchant-partners include base incentives and excess incentives, with base incentives being the amount of incentives paid to driver- and merchant-partners up to the amount of commissions and fees earned by us from those driver- and merchant-partners, and excess incentives being the amount of payments made to driver- and merchant-partners that exceed the amount of commissions and fees earned by us from those driver- and merchant-partners.
The incentives granted to driver- and merchant-partners include base incentives and excess incentives, with base incentives being the amount of incentives paid to driver- and merchant-partners up to the amount of commissions and fees earned by us from those driver- and merchant-partners, and excess incentives being the amount of payments made to driver- and merchant-partners that exceed the amount of commissions and fees earned by us from those driver- and merchant-partners.
The incentives granted to driver- and merchant-partners include base incentives and excess incentives, with base incentives being the amount of incentives paid to driver- and merchant-partners up to the amount of commissions and fees earned by us from those driver- and merchant-partners, and excess incentives being the amount of payments made to driver- and merchant-partners that exceed the amount of commissions and fees earned by us from those driver- and merchant-partners.
The incentives granted to driver- and merchant-partners include base incentives and excess incentives, with base incentives being the amount of incentives paid to driver- and merchant-partners up to the amount of commissions and fees earned by us from those driver- and merchant-partners, and excess incentives being the amount of payments made to driver- and merchant-partners that exceed the amount of commissions and fees earned by us from those driver- and merchant-partners.
Investing Activities Net cash used in investing activities was $1.1 billion for the year ended December 31, 2022, primarily consisting of $683 million for the purchase of other investments, $266 million for the acquisition of subsidiaries with non-controlling interest, net of cash acquired and loan receivables, and $109 million in share subscriptions in associates.
Net cash used in investing activities was $1.1 billion for the year ended December 31, 2022, primarily consisting of $683 million for the purchase of other investments, $266 million for the acquisition of subsidiaries with non-controlling interest, net of cash acquired and loan receivables, and $109 million in share subscriptions in associates.
Financing Activities Net cash used in financing activities was $1.1 billion for the year ended December 31, 2022, primarily consisting of $1.0 billion repayment of bank loans, $160 million interest paid, $39 million payment of share listing and associated expenses, $35 million for the payment of lease liabilities, $15 million in acquisition of non-controlling interests without a change in control and $3 million for deposits pledged.
Net cash used in financing activities was $1.1 billion for the year ended December 31, 2022, primarily consisting of $1.0 billion repayment of bank loans, $160 million interest paid, $39 million payment of share listing and associated expenses, $35 million for the payment of lease liabilities, $15 million in acquisition of non-controlling interests without a change in control and $3 million for deposits pledged.
This mandatory reserve is meant to cover the possibility of the losses in the future. It can be in the form of other assets that are easy to liquidate and cannot be distributed as dividends.
This mandatory reserve is meant to cover the possibility of losses in the future. It can be in the form of other assets that are easy to liquidate and cannot be distributed as dividends.
Net cash used in operating activities was $954 million for the year ended December 31, 2021, primarily consisting of $3.6 billion of loss for the year, adjusted for certain non-cash items, which included a $1.7 billion finance cost mainly relating to convertible redeemable preference shares, non-cash share-based compensation expense of $357 million, listing expenses of $353 million, non-cash amortization of intangible assets mainly relating to a non-compete agreement of $236 million, depreciation expense of $109 million, financial assets impairment of $19 million, and change in provisions of $15 million.
Net cash used in operating activities was $954 million for the year ended December 31, 2021, primarily consisting of $3.6 billion of loss for the year, adjusted for certain non-cash items, which included a $1.7 billion finance cost mainly relating to convertible redeemable preference shares, non-cash share-based compensation expense of $357 million, listing expenses of $353 million, non-cash amortization of intangible assets mainly relating to a non-compete agreement of $236 million, depreciation expense of $109 million, net impairment loss on financial assets of $19 million, and change in provisions of $15 million.
Sales and Marketing Expenses Sales and marketing expenses primarily consist of advertising costs, compensation costs (including share-based compensation) to sales and marketing employees and allocation of associated corporate costs. These costs are recognized as incurred. We plan to continue to invest in sales and marketing expenses to attract and retain platform users and increase our brand awareness.
Sales and Marketing Expenses Sales and marketing expenses primarily consist of marketing and advertising costs, compensation costs (including share-based compensation) to sales and marketing employees and an allocation of associated corporate costs. These costs are recognized as incurred. We plan to continue to invest in sales and marketing expenses to attract and retain platform users and increase our brand awareness.
Therefore, we may decide to enhance our liquidity position or increase our cash reserve for future investments or operations through additional financing activities, which may include further equity or debt financing. The issuance and sale of additional equity would result in further dilution to our shareholders.
Therefore, we may decide to enhance our liquidity position or increase our cash reserve for future investments or operations through additional financing activities, which may include further equity or debt financing. The issuance and sale of additional equity may result in further dilution to our shareholders.
Borrowings under the Term Loan B Facility bear interest at a floating rate equal to either, at our option, (i) a base rate, subject to a 2.00% floor, plus a margin of 3.50% per annum or (ii) a Eurodollar rate, subject to a 1.00% floor, plus a margin of 4.50% per annum.
Borrowings under the Term Loan B Facility bear interest at a floating rate equal to either, at our option, (i) a base rate, subject to a 1.00% floor, plus a margin of 3.50% per annum or (ii) a Eurodollar rate, subject to a 1.00% floor, plus a margin of 4.50% per annum.
For example, we have launched our GrabUnlimited offerings across our six core markets by the end of 2022, with the first launch in the second quarter of 2022 in Malaysia. Increasing the depth and breadth of offerings on our platform drives the attractiveness of our platform for merchant-partners and consumers.
For example, we launched our GrabUnlimited offerings across our six core markets by the end of 2022, with the first launch in the second quarter of 2022 in Malaysia. Increasing the depth and breadth of offerings on our platform drives the attractiveness of our platform for merchant-partners and consumers.
The impact of government policies and regulations in the markets in which we operate We operate across the deliveries, mobility and financial services segments in the Southeast Asia region. Each of our businesses is subject to government regulation in each jurisdiction in which we operate.
The impact of government policies and regulations in the markets in which we operate We operate across the deliveries, mobility and financial services segments in the Southeast Asia region. Each of our businesses is subject to government regulations in each jurisdiction in which we operate.
This metric enables us and investors to understand, evaluate and compare the total amount of consumer spending that is being directed through our platform over a period of time. We present GMV as a metric to understand and compare, and to enable investors to understand and compare our aggregate operating results, which captures significant trends in our business over time.
This metric enables us and investors to understand, evaluate and compare the total amount of customer spending that is being directed through our platform over a period of time. We present GMV as a metric to understand and compare, and to enable investors to understand and compare our aggregate operating results, which captures significant trends in our business over time.
We believe platform consumers will increase their usage and spend on services offered through our platform as they discover additional features and offerings, and as they choose to incorporate them more deeply into their daily lives. In addition, we expect usage and spend to increase as we grow our platform, benefiting our driver- and merchant-partners.
We believe platform consumers will increase their usage and spending on services offered through our platform as they discover additional features and offerings, and as they choose to incorporate them more deeply into their daily lives. In addition, we expect usage and spending to increase as we grow our platform, benefiting our driver- and merchant-partners.
As our platform grows, we have been able to take advantage of the synergies of our platform and more effectively use incentives to encourage the use of our platform and acquire driver- and merchant-partners on to our platform over time, leading to an increase in revenue as a percentage of GMV in 2022, 2021 and 2020.
As our platform grows, we have been able to take advantage of the synergies of our platform and more effectively use incentives to encourage the use of our platform and acquire driver- and merchant-partners on to our platform over time, leading to an increase in revenue as a percentage of GMV in 2023, 2022 and 2021.
We expect that our ability to successfully reduce the amount of incentives paid to driver- and merchant-partners and consumers over time relative to the commissions and fees we receive will likely impact our ability to increase revenues, raise capital, reduce net losses and achieve profitability and reduce net cash outflows.
We expect that our ability to successfully reduce the amount of incentives paid to driver- and merchant-partners and consumers over time relative to the commissions and fees we receive will likely impact our ability to increase revenues, raise capital, reduce net losses, achieve profitability and reduce net cash outflow.
Base incentives were less than $1 million for the years ended December 31, 2022, 2021 and 2020. (4) Consumer incentives represent the dollar value of discounts and promotions offered to consumers, the effect of which is to reduce revenue.
Base incentives were less than $1 million for the years ended December 31, 2023, 2022 and 2021. (4) Consumer incentives represent the dollar value of discounts and promotions offered to consumers, the effect of which is to reduce revenue.
For payment services, we generate revenue from transaction fees from merchant-partners and transaction platforms based on a percentage of transaction volumes. We also generate revenue from non-payments related financial services, namely lending, insurance, wealth management and other financial services.
For payment services, we generate revenue from transaction fees from merchant-partners and transaction platforms based on a percentage of transaction volumes. We also generate revenue from non-payments related financial services, namely lending, insurance, digital banking, wealth management and other financial services.
Our mobility business was impacted significantly by the COVID-19 pandemic and the implementation of city and country lockdowns in 2020 and 2021, with a gradual easing of such measures in 2022. In 2022, governments in the various countries in which we operate have eased movement control orders and cross-border and domestic travel restrictions.
Our mobility business was impacted significantly by the COVID-19 pandemic and the implementation of city and country lockdowns in 2020 and 2021, with a gradual easing of such measures in 2022. In 2022 and 2023, governments in the various countries in which we operate have eased and eventually removed movement control orders and cross-border and domestic travel restrictions.
For a reconciliation of Total Segment Adjusted EBITDA to the most directly comparable IFRS measure, see the section titled “—Reconciliation of Non-IFRS Financial Measures.” Regional corporate costs are costs that are not attributed to any of the business segments, including certain cost of revenue, regional research and development expenses, general and administrative expenses and marketing expenses.
For a reconciliation of Total Segment Adjusted EBITDA to the most directly comparable IFRS measure, see the section titled “—Reconciliation of Non-IFRS Financial Measures.” Regional corporate costs are costs that have not been attributed to any of the business segments, including certain costs of revenue, research and development expenses, general and administrative expenses and marketing expenses.
The revenue growth for our enterprises and new initiatives segment for the year ended December 31, 2022, 2021 and 2020 was driven by an increase in GMV with the growth in services and contributions from our advertising services.
The revenue growth for our enterprises and new initiatives segment for the year ended December 31, 2023, 2022 and 2021 was driven by an increase in GMV with the growth in services and contributions from our advertising services.
The incentives granted to driver- and merchant-partners include base incentives and excess incentives, with base incentives being the amount of incentives paid to driver- and merchant-partners up to the amount of commissions and fees earned by us from those driver- and merchant-partners, and excess incentives being the amount of payments made to driver- and merchant-partners that exceed the amount of commissions and fees earned by us from those driver- and merchant-partners.
Partner incentives include base incentives and excess incentives, with base incentives being the amount of incentives paid to driver- and merchant-partners up to the amount of commissions and fees earned by us from those driver- and merchant-partners, and excess incentives being the amount of payments made to driver- and merchant-partners that exceed the amount of commissions and fees earned by us from those driver- and merchant-partners.
(4) Consumer incentives represent the dollar value of discounts and promotions offered to consumers, the effect of which is to reduce revenue. 128 Table of Contents Gross Merchandise Value Gross Merchandise Value (“GMV”) represents the sum of the total dollar value of transactions from our services, including any applicable taxes, tips, tolls, surcharges and fees, over the period of measurement.
(4) Consumer incentives represent the dollar value of discounts and promotions offered to consumers, the effect of which is to reduce revenue. Gross Merchandise Value Gross Merchandise Value (“GMV”) represents the sum of the total dollar value of transactions from our services, including any applicable taxes, tips, tolls, surcharges and fees, over the period of measurement.
The revenue growth for our financial services segment in 2020 and 2021 was driven by an increase in GMV for the same periods with the roll-out of new offerings.
The revenue growth for our financial services segment in 2022 and 2021 was driven by an increase in GMV for the same periods with the roll-out of new offerings.
General and Administrative Expenses General and administrative expenses primarily consist of compensation costs (including share-based compensation) for executive management and administrative personnel (including finance and accounting, human resources, policy and communications, legal, facility and general administration employees), occupancy and facility costs, administrative fees, professional service fees, depreciation on certain administration assets, legal costs and allocation of associated corporate costs.
General and Administrative Expenses General and administrative expenses primarily consist of compensation costs (including share-based compensation) for executive management and administrative personnel (including finance and accounting, human resources, policy and communications, legal, facility and general administration employees), occupancy and facility costs, administrative fees, professional service fees, depreciation on certain administration assets, legal settlement accrual and an allocation of associated corporate costs.
On December 2, 2021, our Class A Ordinary Shares and Warrants commenced trading on the NASDAQ, under the symbols “GRAB” and “GRABW,” respectively. Acquisition of majority economic interest in Jaya Grocer On January 31, 2022, we completed the acquisition of a majority economic interest in Jaya Grocer, a leading supermarket chain in Malaysia.
On December 2, 2021, our Class A Ordinary Shares and Warrants commenced trading on the NASDAQ, under the symbols “GRAB” and “GRABW”, respectively. Acquisition of majority economic interest in Jaya Grocer On January 31, 2022, we completed the acquisition of a majority economic interest in Jaya Grocer, a leading supermarket chain in Malaysia.
For example, a consumer who made one food delivery transaction and one mobility transaction in the same month is counted as only one Grab MTU. MTUs over a quarterly or annual period are calculated based on the average of the MTUs for each month in the relevant period.
For example, a consumer who entered into one food delivery transaction and one mobility transaction in the same month is counted as only one Grab MTU. MTUs over a quarterly or annual period are calculated based on the average of the MTUs for each month in the relevant period.
Our revenue from the mobility segment is recognized net of driver-partner and consumer incentives and we recognize revenue upon the completion of each ride. We also generate other revenue through rental fees from our GrabRentals offering. • Financial Services . We primarily generate revenue from transaction and commission fees.
Our revenue from the mobility segment is recognized net of driver-partner and consumer incentives and we recognize revenue upon the completion of each ride. We also generate other revenue through rental fees from our GrabRentals offering. 116 Table of Contents • Financial Services . We primarily generate revenue from transaction and commission fees.
Partner and consumer incentives are metrics by which we understand, evaluate and manage our business, and we believe are necessary for investors to understand and evaluate our business. We believe these metrics capture significant trends in our business over time. Partner Incentives The table below sets forth partner incentives by segment for the periods indicated.
Partner and consumer incentives are metrics by which we understand, evaluate and manage our business, and we believe are necessary for investors to understand and evaluate our business. We believe these metrics capture significant trends in our business over time. 129 Table of Contents Partner Incentives The table below sets forth partner incentives by segment for the periods indicated.
These increases were partially offset by a $215 million decrease in amortization of an intangible asset which was fully amortized in 2021.
These increases were partially offset by a $206 million decrease in amortization of an intangible asset which was fully amortized in 2021.
For certain delivery offerings where Grab is contractually responsible for delivery services provided to end-users, incentives granted to driver-partners are recognized in cost of revenue. Base incentives amounted to $219 million, $155 million and $178 million for the year ended December 31, 2022, 2021 and 2020, respectively.
For certain delivery offerings where Grab is contractually responsible for delivery services provided to end-users, incentives granted to driver-partners are recognized in cost of revenue. Base incentives amounted to $291 million, $219 million and $155 million for the year ended December 31, 2023, 2022 and 2021, respectively.
For certain delivery offerings where Grab is contractually responsible for delivery services provided to end-users, incentives granted to driver-partners are recognized in cost of revenue. Base incentives amounted to $65 million, $89 million and $64 million for the years ended December 31, 2022, 2021 and 2020, respectively.
For certain delivery offerings where Grab is contractually responsible for delivery services provided to end-users, incentives granted to driver-partners are recognized in cost of revenue. Base incentives amounted to $83 million, $65 million and $89 million for the years ended December 31, 2023, 2022 and 2021, respectively.
GMV includes sales made through offline stores. GMV is a metric by which we understand, evaluate and manage our business, and we believe is necessary for investors to understand and evaluate our business. GMV provides useful information to investors as it represents the amount of a consumer’s spend that is being directed through our platform.
GMV includes sales made through offline stores. GMV is a metric by which we understand, evaluate and manage our business, and we believe is necessary for investors to understand and evaluate our business. GMV provides useful information to investors as it represents the amount of a customer’s spending that is being directed through our platform.
The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. See Notes 3.4, 4.1(i), 4.3, 4.9(v) and 4.11 to our consolidated financial statements included elsewhere in this report for additional information on our critical accounting estimates and policies.
The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. See Notes 3.4, 4.3, 4.9(v) and 4.11 to our consolidated financial statements included elsewhere in this report for additional information on our critical accounting estimates and policies. 137 Table of Contents
GMV includes sales made through offline stores. (2) MTUs means monthly transacting users, defined as the monthly number of unique users who transact via Grab’s apps (including OVO), where transact means to have successfully paid for any of Grab’s products or services.
GMV includes sales made through offline stores. (3) MTUs means monthly transacting users, defined as the monthly number of unique users who transact via Grab’s apps (including OVO), where transact means to have successfully paid for or utilized any of Grab’s products or services (including lending).
Revenue is presented net of driver-partner, merchant-partner and consumer incentives, which could result in negative revenue where these amounts exceed. For further details on our revenue recognition, see “— Significant Accounting Policies—Revenue” in our consolidated financial statements included elsewhere in this annual report. 117 Table of Contents Business Segments • Deliveries .
Revenue is presented net of driver-partner, merchant-partner and consumer incentives, which could result in negative revenue where these amounts exceed our commissions and fees. For further details on our revenue recognition, see “— Significant Accounting Policies—Revenue” in our consolidated financial statements included elsewhere in this annual report. Business Segments • Deliveries .
These regional cost of revenue include cloud computing costs. These regional research and development expenses also include mapping and payment technologies and support and development of the internal technology infrastructure. These general and administrative expenses also include certain shared costs such as finance, accounting, tax, human resources, technology and legal costs.
These regional costs of revenue include cloud computing and customer support costs. These regional research and development expenses also include costs related to mapping and payment technologies and support and development of the internal technology infrastructure. These general and administrative expenses also include certain shared costs such as finance, accounting, tax, human resources, technology and legal costs.
This was partially offset by change in finance income mainly related to interest income of $28 million and fair value gain on investments of $37 million.
This was partially offset by an increase in finance income mainly related to interest income of $28 million and fair value gain on investments of $37 million.
Among such facilities is an aggregate of approximately $20 million, available for future drawdown, (the “Maybank Facilities”) entered into based on letters of blanket hire purchase facility with Malayan Banking Berhad, by one of our subsidiaries, Grab Rentals Pte. Ltd., and approximately $26 million was drawn and outstanding as of December 31, 2022.
Among such facilities is an aggregate of approximately $16 million, available for future drawdown, (the “Maybank Facilities”) entered into based on letters of blanket hire purchase facility with Malayan Banking Berhad, by one of our subsidiaries, Grab Rentals Pte. Ltd., and $70 million was drawn and outstanding as of December 31, 2023.
For our mobility segment, the easing of movement control orders and cross-border and domestic travel restrictions drove its GMV and revenue growth as consumers started to resume their daily commute and traveling. Our deliveries segment experienced a softening of food delivery demand as compared to 2021 with the resumption of dine-in by consumers.
For our mobility segment, the easing of movement control orders and cross-border and domestic travel restrictions drove its GMV and revenue growth as consumers started to resume their daily commute and traveling. Despite the resumption of dine-in by consumers, our deliveries segment experienced an increase in food delivery demand as compared to 2021.
Research and Development, Patents and Licenses, etc. See “Item 4. Information on the Company—B. Business Overview—Our Approach” and “Item 4. Information on the Company—B. Business Overview—Intellectual Property” of this annual report. D. Trend Information Not applicable. E. Critical Accounting Estimates Our consolidated financial statements are prepared in accordance with IFRS.
Research and Development, Patents and Licenses, etc. See “Item 4. Information on the Company—B. Business Overview—Our Approach” and “Item 4. Information on the Company—B. Business Overview—Intellectual Property” of this annual report. D. Trend Information Not applicable. E. Critical Accounting Estimates Our consolidated financial statements are prepared in accordance with IFRS as issued by the International Accounting Standards Board.
Our deliveries revenue also benefited by $68 million in 2022 from a business model change for certain delivery offerings in one of our markets, from being an agent arranging for delivery services provided by our driver-partners to end-users, to being a principal whereby Grab is the delivery service provider contractually responsible for the delivery services provided to end-users.
Our revenue also benefited by $183 million in 2023 as compared to 2022, from a business model change for certain delivery offerings in one of our markets, from being an agent arranging for delivery services provided by our driver-partners to end-users, to being a principal whereby Grab is the delivery service provider contractually responsible for the delivery services provided to end-users.
(in $ millions, unless otherwise stated) Year Ended December 31, 2021-2022 2020-2021 2022 2021 2020 % Change % Change Revenue 60 44 36 37 % 22 % Segment Adjusted EBITDA (1) 21 9 9 121 % NM GMV (2) 198 153 44 30 % 248 % Partner incentives (3) (*) (*) (2 ) NM NM Consumer incentives (4) (126 ) (103 ) (*) 23 % NM Notes: * Amount less than $1 million (1) Segment Adjusted EBITDA is a non-IFRS financial measure, representing the Adjusted EBITDA of each of our four business segments, excluding, in each case, regional corporate costs.
(in $ millions, unless otherwise stated) Year Ended December 31, 2022-2023 2021-2022 2023 2022 2021 % Change % Change Revenue 112 60 44 86 % 37 % Segment Adjusted EBITDA (1) 76 21 9 267 % 121 % GMV (2) 206 198 153 4 % 30 % Partner incentives (3) (*) (*) (*) NM NM Consumer incentives (4) (81 ) (126 ) (103 ) (36 )% 23 % Notes: * Amount less than $1 million (1) Segment Adjusted EBITDA is a non-IFRS financial measure, representing the Adjusted EBITDA of each of our four business segments, excluding, in each case, regional corporate costs.
The increase was primarily due to growth of GrabAds revenue by $11 million with the expansion of product offerings. 120 Table of Contents Cost of revenue (in $ millions, unless otherwise stated) Year Ended December 31, 2021-2022 2022 2021 % Change Cost of revenue 1,356 1,070 27 % Cost of revenue increased by $286 million, or 27%, to $1,356 million in 2022 from $1,070 million in 2021, primarily due to a $282 million increase in cost of food, mart and merchandise mainly due to the Jaya Grocer acquisition, a $75 million increase in staff compensation costs associated with an increase in headcount, a $68 million increase in payment processing fee and infrastructure and cloud-hosting costs driven by expansion in our operations, and a $68 million increase in cost of revenue as a result of the change in business model for delivery offerings in one of our markets, which changed our accounting from an agent to principal based model.
Cost of revenue (in $ millions, unless otherwise stated) Year Ended December 31, 2021-2022 2022 2021 % Change Cost of revenue 1,356 1,070 27 % Cost of revenue increased by $285 million, or 27%, to $1,356 million in 2022 from $1,070 million in 2021, primarily due to a $282 million increase in cost of food, mart and merchandise mainly due to the Jaya Grocer acquisition, a $75 million increase in staff compensation costs associated with an increase in headcount, a $68 million increase in payment processing fees, infrastructure and cloud-hosting costs driven by expansion in our operations, and a $68 million increase in cost of revenue as a result of the change in business model for delivery offerings in one of our markets, which changed our accounting from an agent to principal based model.
General and administrative expenses (in $ millions, unless otherwise stated) Year Ended December 31, 2021-2022 2022 2021 % Change General and administrative expenses 647 545 19 % General and administrative expenses increased by $102 million, or 19%, to $647 million in 2022 from $545 million in 2021, primarily due to a $39 million increase in consultancy and software fees driven by the expansion of our operations, a $35 million increase in staff compensation costs, a $12 million increase in insurance expenses and a $8 million increase in travelling expenses following easing of COVID-19 restrictions.
General and administrative expenses (in $ millions, unless otherwise stated) Year Ended December 31, 2021-2022 2022 2021 % Change General and administrative expenses 646 544 19 % General and administrative expenses increased by $101 million, or 19%, to $646 million in 2022 from $544 million in 2021, primarily due to a $39 million increase in consultancy and software fees driven by the expansion of our operations, a $35 million increase in staff compensation costs, a $12 million increase in insurance expenses and a $8 million increase in traveling expenses following easing of COVID-19 restrictions.
(in $ millions, unless otherwise stated) Year Ended December 31, 2021-2022 2020-2021 2022 2021 2020 % Change % Change Overall Total Segment Adjusted EBITDA 65 (125 ) (226 ) NM 45 % Deliveries (35 ) (130 ) (211 ) 73 % 38 % Mobility 494 345 307 43 % 13 % Financial services (415 ) (349 ) (331 ) (19 )% (5 )% Enterprise and new initiatives 21 9 9 121 % NM Adjusted EBITDA Adjusted EBITDA is a non-IFRS financial measure calculated as net loss adjusted to exclude: (i) net interest income (expenses), (ii) other income (expenses), (iii) income tax expenses (credit), (iv) depreciation and amortization, (v) share-based compensation expenses, (vi) costs related to mergers and acquisitions, (vii) unrealized foreign exchange gain (loss), (viii) impairment loss on goodwill and non-financial assets, (ix) fair value changes on investments, (x) restructuring costs, (xi) legal, tax and regulatory settlement provisions and (xii) share listing and associated expenses. 125 Table of Contents Adjusted EBITDA has limitations as a financial measure, should be considered as supplemental in nature, and is not meant as a substitute for the related financial information prepared in accordance with IFRS.
(in $ millions, unless otherwise stated) Year Ended December 31, 2022-2023 2021-2022 2023 2022 2021 % Change % Change Overall Total Segment Adjusted EBITDA 771 65 (125 ) NM NM Deliveries 313 (35 ) (130 ) NM 73 % Mobility 676 494 345 37 % 43 % Financial services (294 ) (415 ) (349 ) 29 % (19 )% Enterprise and new initiatives 76 21 9 267 % 121 % Adjusted EBITDA Adjusted EBITDA is a non-IFRS financial measure calculated as profit (loss) for the period adjusted to exclude: (i) net interest income (expenses), (ii) other income (expenses), (iii) income tax expenses (credit), (iv) depreciation and amortization, (v) share-based compensation expenses, (vi) costs related to mergers and acquisitions, (vii) unrealized foreign exchange gain (loss), (viii) impairment loss on goodwill and non-financial assets, (ix) fair value changes on investments, (x) restructuring costs, (xi) legal, tax and regulatory settlement provisions and (xii) share listing and associated expenses. 124 Table of Contents Adjusted EBITDA has limitations as a financial measure, should be considered as supplemental in nature, and is not meant as a substitute for the related financial information prepared in accordance with IFRS.
Capital Expenditures Our capital expenditures amounted to $74 million, $85 million and $40 million for the years ended December 31, 2022, 2021 and 2020, respectively. Our historical capital expenditures are primarily related to our facilities and procurement of our vehicles fleet, primarily across Singapore and Indonesia.
Capital Expenditures Our capital expenditures amounted to $92 million, $74 million and $85 million for the years ended December 31, 2023, 2022 and 2021, respectively. Our historical capital expenditures are primarily related to our facilities and procurement of our vehicle fleet, primarily across Singapore and Indonesia.
Cost of Revenue Cost of revenue comprises expenses directly or indirectly attributable to our deliveries, mobility, financial services and enterprise and new initiatives offerings and primarily consists of data management and platform related technology costs including amortization of technology and market activity related intangible assets, compensation costs (including share-based compensation) for operations and support personnel, payment processing fees, costs incurred in relation to our motor vehicle fleet used for rental services (including depreciation and impairment) and an allocation of associated corporate costs such as depreciation of right-of-use assets.
Cost of Revenue Cost of revenue comprises expenses directly or indirectly attributable to our deliveries, mobility, financial services and enterprise and new initiatives offerings and primarily consists of data management and platform related technology costs including amortization of technology and market activity related intangible assets, carrying amount of inventories of our supermarket operations, payments to driver-partners where we are responsible for delivery services to consumers, compensation costs (including share-based compensation) for operations and support personnel, payment processing fees, costs incurred in relation to our motor vehicle fleet used for rental services (including depreciation and impairment) and an allocation of associated corporate costs such as depreciation of right-of-use assets.
In 2022, incentives accounted for $1.8 billion (13% of GMV) across mobility and deliveries segments to defend against competition and mitigate a reduced supply of driver-partners due to the COVID-19 pandemic.
In 2021, incentives accounted for $1.6 billion (14% of GMV) across mobility and deliveries segments whereas in 2022, this number increased to $1.8 billion (13% of GMV) to defend against competition and mitigate a reduced supply of driver-partners due to the COVID-19 pandemic.
(in $ millions, unless otherwise stated) Year Ended December 31, 2021-2022 2020-2021 2022 2021 2020 % Change % Change Revenue 71 27 (10 ) 166 % NM Segment Adjusted EBITDA (1) (415 ) (349 ) (331 ) (19 )% (5 )% Note: (1) Segment Adjusted EBITDA is a non-IFRS financial measure, representing the Adjusted EBITDA of each of our four business segments, excluding, in each case, regional corporate costs.
(in $ millions, unless otherwise stated) Year Ended December 31, 2022-2023 2021-2022 2023 2022 2021 % Change % Change Revenue 184 71 27 159 % 166 % Segment Adjusted EBITDA (1) (294 ) (415 ) (349 ) 29 % (19 )% % of Revenue (159 )% (582 )% NM Note: (1) Segment Adjusted EBITDA is a non-IFRS financial measure, representing the Adjusted EBITDA of each of our four business segments, excluding, in each case, regional corporate costs.
Net Finance Costs Net finance costs primarily consist of interest expense on our outstanding debt investments, partially offset by interest earned on debt investments and cash and cash equivalents, coupled with the fair value gain or loss on debt and equity instruments.
Restructuring Costs Restructuring costs primarily consist of severance payments related to our restructuring exercise. Net Finance Income/ (Costs) Net finance income/ (costs) primarily consist of interest expense on our outstanding debt investments, partially offset by interest earned on debt investments and cash and cash equivalents, coupled with the fair value gain or loss on debt and equity instruments.
Bhd., has entered into facilities with an aggregate of approximately $19 million (the “Maybank Islamic Facilities”) with Malayan Islamic Berhad, of which approximately $12 million was drawn and outstanding as of December 31, 2022.
Bhd., has entered into facilities with an aggregate of approximately $17 million (the “Maybank Islamic Facilities”) with Malayan Islamic Berhad, of which approximately $11 million was drawn and outstanding as of December 31, 2023.
Our revenue increased by 40% to $639 million for the year ended December 31, 2022 from $456 million for the year ended December 31, 2021, signaling demand recovery and underlining strong unit economics fundamentals in our mobility business. Financial Services The table below highlights key financial measures for our financial services segment.
Our revenue increased by 36% to $869 million for the year ended December 31, 2023 from $639 million for the year ended December 31, 2022, signaling demand recovery and underlining strong unit economics fundamentals in our mobility business. 126 Table of Contents Financial Services The table below highlights key financial measures for our financial services segment.
(in $ millions, unless otherwise stated) Year Ended December 31, 2021-2022 2020-2021 2022 2021 2020 % Change % Change Overall partner incentives 801 717 621 12 % 15 % % of GMV 4 % 4 % 5 % Deliveries 598 602 466 (1 )% 29 % Mobility 203 114 151 78 % (25 )% Financial Services * * 3 NM NM Enterprise & New Initiatives * * 2 NM NM Note: * Amounts less than $1 million 130 Table of Contents Consumer Incentives The table below sets forth consumer incentives by segment for the periods indicated.
(in $ millions, unless otherwise stated) Year Ended December 31, 2022-2023 2021-2022 2023 2022 2021 % Change % Change Overall partner incentives 682 801 717 (15 )% 12 % % of GMV 3 % 4 % 4 % Deliveries 448 598 602 (25 )% (1 )% Mobility 234 203 114 16 % 78 % Financial Services * * * NM NM Enterprise & New Initiatives * * * NM NM Note: * Amounts less than $1 million Consumer Incentives The table below sets forth consumer incentives by segment for the periods indicated.
The COVID-19 pandemic has had a material adverse impact on certain parts of our business in 2020 and 2021 and continued to impact our results in 2022. During 2021, the COVID-19 pandemic had different impacts on our business segments.
In particular, the COVID-19 pandemic had a material adverse impact on certain parts of our business in 2021 and 2022. During 2021, the COVID-19 pandemic had different impacts on our business segments.
(monthly average in millions, unless otherwise stated) Year Ended December 31, 2021-2022 2020-2021 2022 2021 2020 % Change % Change Overall MTUs 32.7 28.1 27.7 16 % 1 % Deliveries MTUs 19.4 17.3 14.8 12 % 17 % Mobility MTUs 16.3 11.4 14.6 43 % (22 )% Financial Services MTUs 21.3 17.0 14.0 26 % 21 % Overall Group MTUs increased by 4.5 million or 16% to 32.7 million in 2022 from 28.1 million in 2021.
(monthly average in millions, unless otherwise stated) Year Ended December 31, 2022-2023 2021-2022 2023 2022 2021 % Change % Change Overall MTUs 35.5 32.7 28.1 8 % 16 % Deliveries MTUs 19.1 19.4 17.3 (2 )% 12 % Mobility MTUs 20.4 16.3 11.4 25 % 43 % Financial Services MTUs 23.3 21.3 17.0 9 % 26 % Overall Group MTUs increased by 2.8 million, or 8%, to 35.5 million in 2023 from 32.7 million in 2022.
(in $ millions, unless otherwise stated) Year Ended December 31, 2021-2022 2020-2021 2022 2021 2020 % Change % Change GMV (1) 19,937 16,061 12,492 24 % 29 % MTUs (2) (monthly average in millions) 32.7 28.1 27.7 16 % 1 % Partner incentives (3) 801 717 621 12 % 15 % Consumer incentives (4) 1,169 1,065 616 10 % 73 % Partner and consumer incentives 1,970 1,782 1,237 11 % 44 % Notes: (1) GMV means gross merchandise value, representing the sum of the total dollar value of transactions from Grab’s products and services, including any applicable taxes, tips, tolls, surcharges and fees, over the period of measurement.
(in $ millions, unless otherwise stated) Year Ended December 31, 2022-2023 2021-2022 2023 2022 2021 % Change % Change GMV (1) 20,983 19,937 16,061 5 % 24 % MTUs (2) (monthly average in millions) 35.5 32.7 28.1 8 % 16 % Partner incentives (3) 682 801 717 (15 )% 12 % Consumer incentives (4) 907 1,169 1,065 (22 )% 10 % Partner and consumer incentives 1,589 1,970 1,782 (19 )% 11 % Notes: (1) GMV means gross merchandise value, representing the sum of the total dollar value of transactions from Grab’s products and services, including any applicable taxes, tips, tolls, surcharges and fees, over the period of measurement.
TPV is the value of payments received from consumers, net of payment reversals, successfully completed through our platform. (3) GMV for the financial services segment is the total payments volume, or TPV, processed through our platform for the financial services segment, excluding amounts from transactions between entities within the Grab group that are eliminated upon consolidation.
(3) GMV for the financial services segment is the total payments volume, or TPV, processed through our platform for the financial services segment, excluding amounts from transactions between entities within the Grab group that are eliminated upon consolidation.
Additionally, $85 million was used for the purchases of property, plant and equipment and intangible assets. These were partially offset by proceeds from the sale of property, plant and equipment of $25 million, proceeds from sale of an associate of $8 million and cash interest received of $28 million.
Additionally, $74 million was used for the purchases of property, plant and equipment and intangible assets. These were partially offset by proceeds from the sale of property, plant and equipment of $12 million, proceeds from sale of an associate of $3 million and cash interest received of $55 million.
(in $ millions, unless otherwise stated) Year Ended December 31, 2021-2022 2020-2021 2022 2021 2020 % Change % Change Overall GMV 19,937 16,061 12,492 24 % 29 % Deliveries GMV 9,827 8,530 5,468 15 % 56 % Mobility GMV 4,103 2,787 3,232 47 % (14 )% Financial Services GMV 5,809 4,591 3,748 27 % 22 % Enterprise & New Initiatives GMV 198 153 44 30 % 248 % Monthly Transacting Users Monthly transacting users (“MTUs”) is defined as the monthly number of unique users who transact via Grab’s apps (including OVO), where transact means to have successfully paid for any of Grab’s products or services within a given month, across any of our segments.
(in $ millions, unless otherwise stated) Year Ended December 31, 2022-2023 2021-2022 2023 2022 2021 % Change % Change Overall GMV 20,983 19,937 16,061 5 % 24 % Deliveries GMV 10,173 9,827 8,530 4 % 15 % Mobility GMV 5,419 4,103 2,787 32 % 47 % Financial Services GMV 5,185 5,809 4,591 (11 )% 27 % Enterprise & New Initiatives GMV 206 198 153 4 % 30 % Monthly Transacting Users Monthly transacting users (“MTUs”) is defined as the monthly number of unique users who transact via Grab’s apps (including OVO), where transact means to have successfully paid for or utilized any of Grab’s products or services (including lending) within a given month, across any of our segments.
(in $ millions, unless otherwise stated) Year Ended December 31, 2021-2022 2020-2021 2022 2021 2020 % Change % Change Revenue 60 44 36 37 % 22 % Segment Adjusted EBITDA (1) 21 9 9 121 % NM % of GMV 10 % 6 % 21 % Note: (1) Segment Adjusted EBITDA is a non-IFRS financial measure, representing the Adjusted EBITDA of each of our four business segments, excluding, in each case, regional corporate costs.
(in $ millions, unless otherwise stated) Year Ended December 31, 2022-2023 2021-2022 2023 2022 2021 % Change % Change Revenue 112 60 44 86 % 37 % Segment Adjusted EBITDA (1) 76 21 9 267 % 121 % % of Revenue 67 % 34 % 21 % Note: (1) Segment Adjusted EBITDA is a non-IFRS financial measure, representing the Adjusted EBITDA of each of our four business segments, excluding, in each case, regional corporate costs.
(in $ millions, unless otherwise stated) Year Ended December 31, 2021-2022 2020-2021 2022 2021 2020 % Change % Change Revenue 639 456 438 40 % 4 % Segment Adjusted EBITDA (1) 494 345 307 43 % 13 % GMV (2) 4,103 2,787 3,232 47 % (14 )% MTUs (3) (monthly average in millions) 16.3 11.4 14.6 43 % (22 )% Partner incentives (4) (203 ) (114 ) (151 ) 78 % (25 )% Consumer incentives (5) (114 ) (82 ) (100 ) 39 % (17 )% Notes: (1) Segment Adjusted EBITDA is a non-IFRS financial measure, representing the Adjusted EBITDA of each of our four business segments, excluding, in each case, regional corporate costs.
(in $ millions, unless otherwise stated) Year Ended December 31, 2022-2023 2021-2022 2023 2022 2021 % Change % Change Revenue 869 639 456 36 % 40 % Segment Adjusted EBITDA (1) 676 494 345 37 % 43 % GMV (2) 5,419 4,103 2,787 32 % 47 % MTUs (3) (monthly average in millions) 20.4 16.3 11.4 25 % 43 % Partner incentives (4) (234 ) (203 ) (114 ) 16 % 78 % Consumer incentives (5) (176 ) (114 ) (82 ) 54 % 39 % Notes: (1) Segment Adjusted EBITDA is a non-IFRS financial measure, representing the Adjusted EBITDA of each of our four business segments, excluding, in each case, regional corporate costs.
Deliveries revenue as a percentage of deliveries GMV improved as we gained network efficiency in our driver-partner base, and were able to improve our overall value proposition in terms of merchant selection, delivery performance and application experience on our superapp platform. Our partner incentives were $602 million and $466 million in 2021 and 2020, respectively.
Deliveries revenue as a percentage of deliveries GMV improved from 7% in 2022 to 12% in 2023, as we gained network efficiency in our driver-partner base, and were able to improve our overall value proposition in terms of merchant selection, delivery performance and application experience on our superapp platform.
If our existing or future subsidiaries or consolidated affiliated entities incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. 137 Table of Contents In addition, as determined in accordance with local regulations, our subsidiaries and consolidated affiliated entities in certain Southeast Asian markets may be restricted from paying us dividends offshore or from transferring a portion of their assets to us, either in the form of dividends, loans or advances, unless certain requirements are met and regulatory approvals are obtained.
In addition, as determined in accordance with local regulations, our subsidiaries and consolidated affiliated entities in certain Southeast Asian markets may be restricted from paying us dividends offshore or from transferring a portion of their assets to us, either in the form of dividends, loans or advances, unless certain requirements are met and regulatory approvals are obtained.
(in $ millions, unless otherwise stated) Year Ended December 31, 2021-2022 2020-2021 2022 2021 2020 % Change % Change Revenue 663 148 5 349 % NM Segment Adjusted EBITDA (1) (35 ) (130 ) (211 ) 73 % 38 % % of GMV (0 )% (2 )% (4 )% 126 Table of Contents Note: (1) Segment Adjusted EBITDA is a non-IFRS financial measure, representing the Adjusted EBITDA of each of our four business segments, excluding, in each case, regional corporate costs.
(in $ millions, unless otherwise stated) Year Ended December 31, 2022-2023 2021-2022 2023 2022 2021 % Change % Change Revenue 1,194 663 148 80 % 349 % Segment Adjusted EBITDA (1) 313 (35 ) (130 ) NM 73 % % of Revenue 26 % (5 )% (88 )% Note: (1) Segment Adjusted EBITDA is a non-IFRS financial measure, representing the Adjusted EBITDA of each of our four business segments, excluding, in each case, regional corporate costs.
(in $ millions, unless otherwise stated) Year Ended December 31, 2021-2022 2020-2021 2022 2021 2020 % Change % Change Overall partner and consumer incentives 1,970 1,782 1,237 11 % 44 % % of GMV 10 % 11 % 10 % Deliveries 1,439 1,402 903 3 % 55 % Mobility 317 196 251 61 % (22 )% Financial Services 88 80 82 11 % (2 )% Enterprise & New Initiatives 126 103 2 23 % NM Key Operating Metrics by Business Segment Deliveries The table below highlights key operating metrics which drive our revenue for the deliveries segment.
(in $ millions, unless otherwise stated) Year Ended December 31, 2022-2023 2021-2022 2023 2022 2021 % Change % Change Overall partner and consumer incentives 1,589 1,970 1,782 (19 )% 11 % % of GMV 8 % 10 % 11 % Deliveries 1,079 1,439 1,402 (25 )% 3 % Mobility 410 317 196 29 % 61 % Financial Services 19 88 80 (78 )% 11 % Enterprise & New Initiatives 81 126 103 (35 )% 23 % Key Operating Metrics by Business Segment Deliveries The table below highlights key operating metrics which drive our revenue for the deliveries segment.
(in $ millions, unless otherwise stated) Year Ended December 31, 2021-2022 2020-2021 2022 2021 2020 % Change % Change Revenue 639 456 438 40 % 4 % Segment Adjusted EBITDA (1) 494 345 307 43 % 13 % % of GMV 12 % 12 % 9 % Note: (1) Segment Adjusted EBITDA is a non-IFRS financial measure, representing the Adjusted EBITDA of each of our four business segments, excluding, in each case, regional corporate costs.
(in $ millions, unless otherwise stated) Year Ended December 31, 2022-2023 2021-2022 2023 2022 2021 % Change % Change Revenue 869 639 456 36 % 40 % Segment Adjusted EBITDA (1) 676 494 345 37 % 43 % % of Revenue 78 % 77 % 76 % Note: (1) Segment Adjusted EBITDA is a non-IFRS financial measure, representing the Adjusted EBITDA of each of our four business segments, excluding, in each case, regional corporate costs.
Research and development expenses (in $ millions, unless otherwise stated) Year Ended December 31, 2021-2022 2022 2021 % Change Research and development expenses 466 356 31 % Research and development expenses increased by $111 million, or 31%, to $466 million in 2022 from $356 million in 2021, primarily due to a $107 million increase in staff compensation costs, including an increase in $34 million of share-based compensation costs, due to headcount growth. 121 Table of Contents Net impairment loss on financial assets (in $ millions, unless otherwise stated) Year Ended December 31, 2021-2022 2022 2021 % Change Net impairment loss on financial assets 58 19 214 % Net impairment loss on financial assets increased by $40 million, or 214%, to $58 million in 2022 from $19 million in 2021, primarily driven by a $21 million increase in loan loss provision and write-off as a result of an increase in loan receivables balance, and a $15 million increase in provision for doubtful debts from other businesses, including an $8 million reversal of impairment in 2021.
Net impairment losses on financial assets (in $ millions, unless otherwise stated) Year Ended December 31, 2021-2022 2022 2021 % Change Net impairment losses on financial assets 58 19 214 % Net impairment losses on financial assets increased by $40 million, or 214%, to $58 million in 2022 from $19 million in 2021, primarily driven by a $21 million increase in loan loss provision and write-off as a result of an increase in loan receivables balance, and a $15 million increase in provision for doubtful debts from other businesses, including an $8 million reversal of impairment in 2021.
(in $ millions, unless otherwise stated) Year Ended December 31, 2022 2021 2020 Net cash flow (2,982 ) 2,855 647 Net cash used in operating activities (798 ) (954 ) (643 ) Net cash used in investing activities (1,062 ) (2,757 ) (288 ) Net cash (used in)/ provided by financing activities (1,122 ) 6,566 1,578 Operating Activities Net cash used in operating activities was $798 million for the year ended December 31, 2022, primarily consisting of $1.7 billion of loss for the year, adjusted for certain non-cash items, which included finance cost of $166 million, fair value loss on investments of $294 million, non-cash share-based compensation expense of $412 million, depreciation expense of $129 million, financial assets impairment of $58 million, and amortization of intangible assets of $21 million.
(in $ millions, unless otherwise stated) Year Ended December 31, 2023 2022 2021 Net cash flow 1,187 (2,982 ) 2,855 Net cash provided by/ (used in) operating activities 86 (798 ) (954 ) Net cash provided by/ (used in) investing activities 1,871 (1,062 ) (2,757 ) Net cash (used in)/ provided by financing activities (770 ) (1,122 ) 6,566 Operating Activities Net cash provided by operating activities was $86 million for the year ended December 31, 2023, primarily consisting of $0.5 billion of loss for the year, adjusted for certain non-cash items, which included finance cost of $99 million, fair value loss on investments of $39 million, non-cash share-based compensation expense of $304 million, depreciation expense of $128 million, net impairment loss on financial assets of $72 million, and amortization of intangible assets of $17 million.
Indebtedness The following table shows the amount of our total consolidated short-term and long-term debt outstanding as of December 31, 2022, 2021 and 2020: (in $ millions, unless otherwise stated) As of December 31, 2022 2021 2020 Current maturities of long-term liabilities Bank loans and term loans 83 122 121 Long-term liabilities—net of current maturities Bank loans and term loans 1,096 1,930 91 Total 1,179 2,052 212 136 Table of Contents We entered into a $2.0 billion Term Loan B Facility in January 2021.
We expect to continue to make capital expenditures to meet the expected growth in scale of our business. 135 Table of Contents Indebtedness The following table shows the amount of our total consolidated short-term and long-term debt outstanding as of December 31, 2023, 2022 and 2021: (in $ millions, unless otherwise stated) As of December 31, 2023 2022 2021 Current maturities of long-term liabilities Bank loans and term loans 87 83 122 Long-term liabilities—net of current maturities Bank loans and term loans 544 1,096 1,930 Total 631 1,179 2,052 We entered into a $2.0 billion Term Loan B Facility in January 2021.
We continue to acquire drivers to establish our pre-COVID supply levels and capture returning market demand through the use of driver-partner and consumer incentives.
We continue to acquire drivers to establish our pre-COVID supply levels and capture returning market demand through the use of driver-partner and consumer incentives, with an increase of $93 million incentives in 2023 as compared to 2022.
We foster an ecosystem in which participants engage with each other through our platform. Consumers purchase goods and services from driver- and merchant-partners, and driver- and merchant-partners interact with each other to fulfill delivery orders. Driver- and merchant-partners also purchase financial services directly through our platform and transact across verticals, which underpins the strength of our competitive advantage.
We foster an ecosystem in which participants engage with each other through our platform. Consumers purchase goods and services from driver- and merchant-partners, and driver- and merchant-partners interact with each other to fulfill delivery orders.
Base incentives were less than $1 million for the years ended December 31, 2022, 2021 and 2020, respectively. (6) Consumer incentives represent the dollar value of discounts and promotions offered to consumers, the effect of which is to reduce revenue.
Base incentives amounted to $207 million, $154 million and $66 million for the years ended December 31, 2023, 2022 and 2021, respectively. (5) Consumer incentives represent the dollar value of discounts and promotions offered to consumers, the effect of which is to reduce revenue.
Additionally, there was a $26 million payment for taxes.
Additionally, there was $26 million paid for taxes.
Other than the Term Loan B Facility, a majority of these facilities are secured against vehicles rented to driver-partners through our rental business in Malaysia, Singapore and Indonesia. These financings are on an arm’s-length terms with an average duration of five years and interest rates of up to 11.50%.
Other than the Term Loan B Facility, which we fully repaid in March 2024, a majority of these facilities are secured against vehicles rented to driver-partners through our rental business in Singapore and Indonesia. These financings have an average duration of five years and interest rates of up to 10%.
The acquisition enables us to bring more Jaya Grocer retail stores onto our marketplace, while also leveraging Jaya Grocer’s large supplier network to further expand our GrabSupermarket product line at lower costs. This in turn contributes to improved unit economics and overall affordability of our grocery delivery.
The acquisition enables us to bring more Jaya Grocer retail stores onto our marketplace, while also leveraging Jaya Grocer’s large supplier network to further expand our GrabSupermarket product line at lower costs.
Other income (in $ millions, unless otherwise stated) Year Ended December 31, 2021-2022 2022 2021 % Change Other income 17 12 40 % Other income increased by $5 million or 40% to $17 million in 2022 from $12 million in 2021. The increase was primarily due to gain on disposal of fixed assets.
Other income (in $ millions, unless otherwise stated) Year Ended December 31, 2021-2022 2022 2021 % Change Other income 17 12 40 % Other income increased by $5 million or 40%, to $17 million in 2022 from $12 million in 2021.

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Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeOption, RSU and Restricted Share Grants As of February 28, 2023, there were a total of 57,552,629 Ordinary Shares underlying grants of outstanding options, RSUs and restricted shares that were held by the executive officers and directors as a group, which included the following: • Anthony Tan Ping Yeow had (x) outstanding options to purchase a total of 12,130,207 Class B Ordinary Shares, with per-share exercise price of $1.90, grant date of December 31, 2019, and expiration date of December 31, 2029, (y) outstanding restricted shares with respect to a total of 11,295,170 of Class B Ordinary Shares with a grant date of April 11, 2021 and (z) outstanding RSUs with respect to a total of 6,621,176 of Class B Ordinary Shares with a grant date of March 15, 2022; • Tan Hooi Ling, who owned less than 1% of the outstanding Ordinary Shares, had (x) outstanding options to purchase Class B Ordinary Shares, with a per-share exercise price of $1.90, grant dates that range from December 24, 2019 to December 31, 2019, and expiration dates that range from December 24, 2029 to December 31, 2029, (y) outstanding restricted shares with respect to Class B Ordinary Shares with a grant date of April 11, 2021 and (z) outstanding RSUs with respect to Class B Ordinary Shares with a grant date of March 15, 2022; 145 Table of Contents • Maa Ming-Hokng, who owned less than 1% of the outstanding Ordinary Shares, had (x) outstanding options to purchase Class B Ordinary Shares, with per-share exercise prices that range from $1.90 to $4.03, grant dates that range from December 31, 2019 to December 28, 2020, and expiration dates that range from December 19, 2029 to December 28, 2030, (y) outstanding RSUs with respect to Class B Ordinary Shares with grant dates that range from April 30, 2018 to March 15, 2022, and (z) outstanding restricted shares with respect to Class B Ordinary Shares with a grant date of April 11, 2021; • Peter Oey, who owned less than 1% of the outstanding Ordinary Shares, had outstanding RSUs with respect to Class A Ordinary Shares with grant dates that range from April 30, 2020 to March 15, 2022; • Ong Chin Yin, who owned less than 1% of the outstanding Ordinary Shares, had (x) outstanding options to purchase Class A Ordinary Shares, with per-share exercise prices that range from $0.48 to $2.32, grant dates that range from August 26, 2016 to September 19, 2020, and expiration dates that range from August 25, 2026 to December 13, 2029, and (y) outstanding RSUs with respect to Class A Ordinary Shares with grant dates that range from October 23, 2018 to March 15, 2022; • Alex Hungate, who owned less than 1% of the outstanding Ordinary Shares, had outstanding RSUs with respect to Class A Ordinary Shares with a grant date of February 15, 2022; • Suthen Thomas Paradatheth, who owned less than 1% of the outstanding Ordinary Shares. had (x) outstanding options to purchase Class A Ordinary Shares, with per-share exercise prices that range from $0.67 to $2.32, grant dates that range from November 24, 2017 to September 22, 2020, and expiration dates that range from November 23, 2027 to September 22, 2030, and (y) outstanding RSUs with respect to Class A Ordinary Shares with grant dates that range from April 29, 2019 to March 15, 2022; • Philipp Kandal, who owned less than 1% of the outstanding Ordinary Shares, had outstanding RSUs with respect to Class A Ordinary shares with grant dates that range from November 29, 2019 to March 15, 2022; • John Rogers, who owned less than 1% of the outstanding Ordinary Shares, had outstanding RSUs with respect to Class A Ordinary Shares with a grant date of March 15, 2022; • Dara Khosrowshahi did not have any outstanding options, RSUs or restricted shares in respect of Ordinary Shares; • Ng Shin Ein, who owned less than 1% of the outstanding Ordinary Shares, had outstanding RSUs with respect to Class A Ordinary Shares with grant dates that range from January 28, 2021 to March 15, 2022; and • Oliver Jay, who owned less than 1% of the outstanding Ordinary Shares, had outstanding RSUs with respect to Class A Ordinary Shares with grant dates that range from March 10, 2021 to March 15, 2022.
Biggest changeIn addition to the above share incentive plans of Grab Holdings Limited, certain of our subsidiaries have set up equity settled share-based payment arrangements for the issuance of restricted share units/awards and share options that are generally subject to a vesting schedule. 144 Table of Contents Option, RSU and Restricted Share Grants As of March 1, 2024, there were a total of 55,478,514 Ordinary Shares underlying grants of outstanding options, RSUs and restricted shares that were held by the executive officers and directors as a group, which included the following: • Anthony Tan Ping Yeow had (x) outstanding options to purchase a total of 12,130,207 Class B Ordinary Shares, with per-share exercise price of $1.90, grant date of December 31, 2019, and expiration date of December 31, 2029, (y) outstanding restricted shares with respect to a total of 5,647,586 of Class B Ordinary Shares with a grant date of April 11, 2021 and (z) outstanding RSUs with respect to a total of 8,518,134 of Class B Ordinary Shares with grant dates that range from March 15, 2022 to January 16, 2024; • Peter Oey, who owned less than 1% of the outstanding Ordinary Shares, had outstanding RSUs with respect to Class A Ordinary Shares with grant dates that range from April 30, 2020 to January 16, 2024; • Ong Chin Yin, who owned less than 1% of the outstanding Ordinary Shares, had (x) outstanding options to purchase Class A Ordinary Shares, with per-share exercise prices that range from $0.48 to $2.32, grant dates that range from August 26, 2016 to September 19, 2020, and expiration dates that range from August 25, 2026 to December 13, 2029, and (y) outstanding RSUs with respect to Class A Ordinary Shares with grant dates that range from April 5, 2021 to January 16, 2024; • Alex Hungate, who owned less than 1% of the outstanding Ordinary Shares, had outstanding RSUs with respect to Class A Ordinary Shares with grant dates that range from February 15, 2022 to January 16, 2024; • Suthen Thomas Paradatheth, who owned less than 1% of the outstanding Ordinary Shares. had (x) outstanding options to purchase Class A Ordinary Shares, with per-share exercise prices that range from $0.67 to $2.32, grant dates that range from November 24, 2017 to September 22, 2020, and expiration dates that range from November 23, 2027 to September 22, 2030, and (y) outstanding RSUs with respect to Class A Ordinary Shares with grant dates that range from March 30, 2020 to January 16, 2024; • Philipp Kandal, who owned less than 1% of the outstanding Ordinary Shares, had outstanding RSUs with respect to Class A Ordinary shares with grant dates that range from September 30, 2020 to January 16, 2024; • John Rogers, who owned less than 1% of the outstanding Ordinary Shares, had outstanding RSUs with respect to Class A Ordinary Shares with a grant date of March 15, 2022; • Dara Khosrowshahi did not have any outstanding options, RSUs or restricted shares in respect of Ordinary Shares; • Ng Shin Ein, who owned less than 1% of the outstanding Ordinary Shares, had outstanding RSUs with respect to Class A Ordinary Shares with a grant date of January 28, 2021; and • Oliver Jay, who owned less than 1% of the outstanding Ordinary Shares, did not have any outstanding options, RSUs or restricted shares in respect of Ordinary Shares. 145 Table of Contents C.
These four independent directors were selected and approved by GHI’s nominating committee through a process that sought to find diversity of experience, expertise and perspectives, as well as deep understandings of different businesses, practices and markets relevant to our operations.
These four independent directors were selected and approved by our nominating committee through a process that sought to find diversity of experience, expertise and perspectives, as well as deep understandings of different businesses, practices and markets relevant to our operations.
Our compensation committee, as delegated by the board of directors, administers the 2021 Plan. The administrator determines the participants to receive awards, when and how awards will be granted, the type of award to be granted, the number of awards to be granted, and the other terms and conditions of each award.
Plan Administration . Our compensation committee, as delegated by the board of directors, administers the 2021 Plan. The administrator determines the participants to receive awards, when and how awards will be granted, the type of award to be granted, the number of awards to be granted, and the other terms and conditions of each award.
Each of the 4Hs is demonstrated daily through a set of behaviors that define The Grab Way: • Heart : To serve Grab’s communities, we aim to take a long-term view to understanding and balancing the needs of our driver- and merchant-partners and the consumers on our platform and gain strength through teamwork as one organization rather than focusing on individual functions or business lines. • Hunger : We value dedication, drive and adaptability in responding to our challenges in creative ways and encourage our people to learn from mistakes, seek feedback and provide help to others. 149 Table of Contents • Honor : Integrity is a key enabler of our mission for all our stakeholders, and we strive to build successful marketplaces grounded in trust. • Humility : We recognize that there is always room for growth and seek to learn from consumers, partners, communities and employees.
Each of the 4Hs is demonstrated daily through a set of behaviors that define The Grab Way: • Heart : To serve Grab’s communities, we aim to take a long-term view to understanding and balancing the needs of our driver- and merchant-partners and the consumers on our platform and gain strength through teamwork as one organization rather than focusing on individual functions or business lines. • Hunger : We value dedication, drive and adaptability in responding to our challenges in creative ways and encourage our people to learn from mistakes, seek feedback and provide help to others. • Honor : Integrity is a key enabler of our mission for all our stakeholders, and we strive to build successful marketplaces grounded in trust. • Humility : We recognize that there is always room for growth and seek to learn from consumers, partners, communities and employees.
At Telenav, Mr. Kandal was a part of the executive team, leading the global engineering team of 400+ members. Mr. Kandal has a Masters in Business Administration in Global e-Management from University of Cologne (Köln, Germany). He is an alumnus of the NHH Norwegian School of Economics (Bergen, Norway) and UDEM Universidad de Monterrey (Monterrey, Mexico).
At Telenav, Mr. Kandal was a part of the executive team, leading the global engineering team of 400+ members. Mr. Kandal has a Master's in Business Administration in Global e-Management from University of Cologne (Köln, Germany). He is an alumnus of the NHH Norwegian School of Economics (Bergen, Norway) and UDEM Universidad de Monterrey (Monterrey, Mexico).
C. Board Practices Board of Directors Our board of directors consists of six directors as of the date of this annual report. Of these six directors, four are independent.
Board Practices Board of Directors Our board of directors consists of six directors as of the date of this annual report. Of these six directors, four are independent.
Mr. Khosrowshahi obtained a B.S. in Electrical and Electronics Engineering from Brown University in 1991. 140 Table of Contents Ng Shin Ein has served on GHI’s and then our board of directors since November 2020. Ms.
Mr. Khosrowshahi obtained a B.S. in Electrical and Electronics Engineering from Brown University in 1991. 139 Table of Contents Ng Shin Ein has served on GHI’s and then our board of directors since November 2020. Ms.
However, an employee may not be granted rights to purchase shares under the 423 Component of the ESPP if such employee, immediately after the grant, would own (directly or through attribution) shares possessing 5% or more of the total combined voting power or value of all classes of ordinary shares. Partic i pation .
However, an employee may not be granted rights to purchase shares under the 423 Component of the ESPP if such employee, immediately after the grant, would own (directly or through attribution) shares possessing 5% or more of the total combined voting power or value of all classes of ordinary shares. 143 Table of Contents Partic i pation .
No director is subject to a term of office and each will hold office until the earliest to occur of the following: (a) the director’s successor has been elected; (b) the director dies, becomes bankrupt or makes any arrangement or composition with his or her creditors; (c) (i) with respect to any director other than Mr.
Ong Chin Yin, no director is subject to a term of office and each will hold office until the earliest to occur of the following: (a) the director’s successor has been elected; (b) the director dies, becomes bankrupt or makes any arrangement or composition with his or her creditors; (c) (i) with respect to any director other than Mr.
Types of Awards . The 2021 Plan permits the awards of options, share appreciation rights, restricted shares, restricted share units (“RSUs”) and other awards. Eli g ibility . Employees, directors and consultants of the Company and its subsidiaries and affiliates are eligible to participate in the 2021 Plan. Non-Emplo y ee Director Compensation Limit .
Types of Awards . The 2021 Plan permits the awards of options, share appreciation rights, restricted shares, restricted share units (“RSUs”) and other awards. Eli g ibility . Employees, directors and consultants of the Company and its subsidiaries and affiliates are eligible to participate in the 2021 Plan. 142 Table of Contents Non-Emplo y ee Director Compensation Limit .
Tan shall not participate in such determination and approval relating to him personally; • reviewing perquisites or other personal benefits to executive officers and directors and recommend any changes to our board of directors; and • administering our equity plans. Nominating Committee The nominating committee consists of Mr. Tan and Oliver Jay. Mr.
Tan shall not participate in such determination and approval relating to him personally; • reviewing perquisites or other personal benefits to executive officers and directors and recommend any changes to our board of directors; and 147 Table of Contents • administering our equity plans. Nominating Committee The nominating committee consists of Mr. Tan and Oliver Jay. Mr.
Only awards made to the Key Executives under the 2021 Plan that replace such Key Executive’s outstanding options, restricted share units, and restricted shares under the 2018 Plan in connection with the consummation of the Business Combination and any other awards granted to the Key Executives under the 2021 Plan may be granted for Class B Ordinary Shares.
Awards made to the Key Executives under the 2021 Plan that replace such Key Executive’s outstanding options, restricted share units, and restricted shares under the 2018 Plan in connection with the consummation of the Business Combination and any other awards granted to the Key Executives under the 2021 Plan shall be granted for Class B Ordinary Shares.
Beginning with calendar year 2022, the aggregate value of all new compensation granted or paid to any non-employee director with respect to any calendar year, including share awards granted and cash fees paid by the Company to such non-employee director, will not exceed $750,000 in total value, or in the event such non-employee director is first appointed or elected to the board during such calendar year, $1,000,000 in total value (in each case, calculating the value of any such share awards based on the grant date fair value of such share awards for financial reporting purposes). 143 Table of Contents Plan Administration .
Beginning with calendar year 2022, the aggregate value of all new compensation granted or paid to any non-employee director with respect to any calendar year, including share awards granted and cash fees paid by the Company to such non-employee director, will not exceed $750,000 in total value, or in the event such non-employee director is first appointed or elected to the board during such calendar year, $1,000,000 in total value (in each case, calculating the value of any such share awards based on the grant date fair value of such share awards for financial reporting purposes).
See “—2021 Equity Incentive Plan” for further information about the Substitute Awards. 142 Table of Contents 2021 Equity Incentive Plan In April 2021, our board of directors adopted, and our shareholders approved the GHL 2021 Equity Incentive Plan, which was amended and restated (as approved by our board of directors and our shareholders) in September 2021 (the “2021 Plan”).
See “—2021 Equity Incentive Plan” for further information about the Substitute Awards. 141 Table of Contents 2021 Equity Incentive Plan In April 2021, our board of directors adopted, and our shareholders approved the GHL 2021 Equity Incentive Plan, which was amended and restated (as approved by our board of directors and our shareholders) in September 2021.
A shareholder has the right to seek damages if a duty owed by the directors is breached. 146 Table of Contents Terms of Directors and Executive Officers A majority of our directors are nominated and appointed by the holders of Class B Ordinary Shares voting exclusively and as a separate class.
A shareholder has the right to seek damages if a duty owed by the directors is breached. Terms of Directors and Executive Officers A majority of our directors are nominated and appointed by the holders of Class B Ordinary Shares voting exclusively and as a separate class.
The audit committee is responsible for, among other things: • overseeing the relationship with our independent auditors, including: • appointing, retaining and determining the compensation of our independent auditors; • approving auditing and pre-approving non-audit services permitted to be performed by the independent auditors; • discussing with the independent auditors the overall scope and plans for their audits and other financial reviews; • reviewing at least annually the qualifications, performance and independence of the independent auditors; • reviewing reports from the independent auditors regarding all critical accounting policies and practices to be used by us and all other material written communications between the independent auditors and management; and • reviewing and resolving any disagreements between management and the independent auditors regarding financial controls or financial reporting; • overseeing the internal audit function, including conducting an annual appraisal of the internal audit function, reviewing and discussing with management the appointment of the head of internal audit, at least quarterly meetings between the chairperson of the audit committee and the head of internal audit, reviewing any significant issues raised in reports to management by internal audit and ensuring that there are no unjustified restrictions or limitations on the internal audit function and that it has sufficient resources; • reviewing and recommending all related party transactions to our board of directors for approval, and reviewing and approving all changes to our related party transactions policy; • reviewing and discussing with management the annual audited financial statements and the design, implementation, adequacy and effectiveness of our internal controls; • overseeing risks and exposure associated with financial matters; and 147 Table of Contents • establishing and overseeing procedures for the receipt, retention and treatment of complaints received from our employees regarding accounting, internal accounting controls or audit matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting, auditing and internal control matters.
The audit committee is responsible for, among other things: 146 Table of Contents • overseeing the relationship with our independent auditors, including: • appointing, retaining and determining the compensation of our independent auditors; • approving auditing and pre-approving non-audit services permitted to be performed by the independent auditors; • discussing with the independent auditors the overall scope and plans for their audits and other financial reviews; • reviewing at least annually the qualifications, performance and independence of the independent auditors; • reviewing reports from the independent auditors regarding all critical accounting policies and practices to be used by us and all other material written communications between the independent auditors and management; and • reviewing and resolving any disagreements between management and the independent auditors regarding financial controls or financial reporting; • overseeing the internal audit function, including conducting an annual appraisal of the internal audit function, reviewing and discussing with management the appointment of the head of internal audit, at least quarterly meetings between the chairperson of the audit committee and the head of internal audit, reviewing any significant issues raised in reports to management by internal audit and ensuring that there are no unjustified restrictions or limitations on the internal audit function and that it has sufficient resources; • reviewing and approving significant related party transactions, and reviewing and approving all changes to our related party transactions policy; • reviewing and discussing with management the annual audited financial statements and the design, implementation, adequacy and effectiveness of our internal controls; • overseeing risks and exposure associated with financial matters; • establishing and overseeing procedures for the receipt, retention and treatment of complaints received from our employees regarding accounting, internal accounting controls or audit matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting, auditing and internal control matters; and • overseeing compliance with environmental, social and governance obligations and standards.
Under the ESPP, participants are offered the option to purchase Class A Ordinary Shares at a discount during an offering period. The length of offering periods under the ESPP will be determined by the administrator and may be up to 27 months long.
O ff erin g . Under the ESPP, participants are offered the option to purchase Class A Ordinary Shares at a discount during an offering period. The length of offering periods under the ESPP will be determined by the administrator and may be up to 27 months long.
Ong obtained a Bachelor of Social Science (with Honors) and Psychology degree from the National University of Singapore in 1997. 139 Table of Contents Suthen Thomas Paradatheth has served as our Group Chief Technology Officer (GCTO) since October 1, 2022, and oversees our technology teams across our Deliveries, Mobility and Financial Services businesses. Prior to this, Mr.
Ong obtained a Bachelor of Social Science (with Honors) and Psychology degree from the National University of Singapore in 1997. Suthen Thomas Paradatheth has served as our Group Chief Technology Officer (GCTO) since October 1, 2022, and oversees our technology teams across our Deliveries, Mobility and Financial Services businesses, as well as our cybersecurity function. Prior to this, Mr.
However, a participant may not accrue the right to purchase Class A Ordinary Shares under the ESPP at a rate that exceeds $25,000 in fair market value of Class A Ordinary Shares (determined at the time the option is granted) (or in the case of the non-Section 423 component, such other amount as may be determined by the administrator) for each calendar year the option is outstanding (as determined in accordance with Section 423 of the Code). 144 Table of Contents O ff erin g .
However, a participant may not accrue the right to purchase Class A Ordinary Shares under the ESPP at a rate that exceeds $25,000 in fair market value of Class A Ordinary Shares (determined at the time the option is granted) (or in the case of the non-Section 423 component, such other amount as may be determined by the administrator) for each calendar year the option is outstanding (as determined in accordance with Section 423 of the Code).
For January 1, 2022 and January 1, 2023, the Compensation Committee determined that there shall be no increase and a 200,000,000 increase, respectively, in the number of Ordinary Shares that may be issued under the 2021 Plan.
For January 1, 2022, January 1, 2023 and January 1, 2024, the Compensation Committee determined that there shall be no increase, a 200 million increase, and a 218 million increase, respectively, in the number of Ordinary Shares that may be issued under the 2021 Plan.
Oey received a bachelor’s degree in economics with a major in accounting from the University of Sydney in 1991 and is a certified practicing accountant registered in Australia. Ong Chin Yin has served as our Chief People Officer since November 2015, and leads the People Operations, Grabber Technology Solutions, Corporate Real Estate and Security teams. Prior to joining us, Ms.
Oey received a bachelor’s degree in economics with a major in accounting from the University of Sydney in 1991 and is a certified practicing accountant registered in Australia. 138 Table of Contents Ong Chin Yin has served as our Chief People Officer since November 2015, and leads the People Operations, Grabber Technology Solutions, Corporate Real Estate and Security teams. Ms.
The balance of our directors is elected by the holders of Class A Ordinary Shares and Class B Ordinary Shares voting together as a single class.
The balance of our directors is elected by the holders of Class A Ordinary Shares and Class B Ordinary Shares voting together as a single class. Other than Ms.
Board Diversity Matrix (as of April 26, 2023) Country of Principal Executive Offices: Singapore Foreign Private Issuer Yes Disclosure Prohibited under Home Country Law No Total Number of Directors 6 Female Male Non- Binary Did Not Disclose Gender Part I: Gender Identity Directors 2 4 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 1 141 Table of Contents B.
Board Diversity Matrix (as of March 28, 2024) Country of Principal Executive Offices: Singapore Foreign Private Issuer Yes Disclosure Prohibited under Home Country Law No Total Number of Directors 6 Female Male Non- Binary Did Not Disclose Gender Part I: Gender Identity Directors 2 4 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 1 140 Table of Contents B.
For so long as we qualify as a foreign private issuer, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including: • 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; • the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; • 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 • the selective disclosure rules by issuers of material nonpublic information under Regulation Fair Disclosure, or Regulation FD, which regulates selective disclosure of material non-public information by issuers. 148 Table of Contents We are required to file an annual report on Form 20-F within four months of the end of each fiscal year.
For so long as we qualify as a foreign private issuer, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including: • 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; • the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; • 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 • the selective disclosure rules by issuers of material nonpublic information under Regulation Fair Disclosure, or Regulation FD, which regulates selective disclosure of material non-public information by issuers.
As of the date of this annual report, 2,890,401 Class A Ordinary Shares have been issued under the 2021 ESPP. The following summarizes the material terms of the ESPP. Shares Su bj ect to the Plan .
As of the date of this annual report, 7,114,402 Class A Ordinary Shares have been issued under the 2021 ESPP. The following summarizes the material terms of the ESPP. Shares Su bj ect to the Plan .
Peter Oey has served as our Chief Financial Officer since April 2020 and leads financial operations, corporate accounting and reporting, treasury, financial planning and analysis, investor relations, tax, Sarbanes-Oxley Act compliance and procurement. Prior to joining us, Mr.
Peter Oey has served as our Chief Financial Officer since April 2020 and leads financial operations, corporate accounting and reporting, treasury, financial planning and analysis, investor relations, tax, Sarbanes-Oxley Act compliance and procurement. In addition to this, Mr. Oey also oversees our corporate finance and legal functions. Prior to joining us, Mr.
John Rogers has served on our board of directors since December 2021. Mr. Rogers has served as Chief Financial Officer of WPP plc and a member of its board of directors since February 2020. Mr.
John Rogers has served on our board of directors since December 2021. Mr. Rogers has served as Chief Financial Officer of Smith+Nephew since December 2023. From February 2020 to November 2023, Mr. Rogers served as Chief Financial Officer of WPP plc and a member of its board of directors. Mr.
Name Age Position/Title Anthony Tan Ping Yeow 41 Founder, Chairman and Chief Executive Officer Tan Hooi Ling 39 Founder and Director Maa Ming-Hokng 46 President Alex Hungate 56 Chief Operating Officer Peter Oey 52 Chief Financial Officer Ong Chin Yin 48 Chief People Officer Suthen Thomas Paradatheth 41 Group Chief Technology Officer Philipp Kandal 40 Chief Product Officer John Rogers 54 Independent Director Dara Khosrowshahi 53 Independent Director Ng Shin Ein 48 Independent Director Oliver Jay 39 Independent Director Anthony Tan Ping Yeow is our co-founder and has served as our Group Chief Executive Officer since our founding in 2012.
Name Age Position/Title Anthony Tan Ping Yeow 42 Founder, Chairman and Chief Executive Officer Alex Hungate 57 Chief Operating Officer Peter Oey 53 Chief Financial Officer Ong Chin Yin 49 Chief People Officer Suthen Thomas Paradatheth 42 Group Chief Technology Officer Philipp Kandal 41 Chief Product Officer John Rogers 55 Independent Director Dara Khosrowshahi 54 Independent Director Ng Shin Ein 49 Independent Director Oliver Jay 40 Independent Director Anthony Tan Ping Yeow is our co-founder and has served as our Group Chief Executive Officer since our founding in 2012.
Our Code of Business Conduct and Ethics sets out the principles designed to guide our business practices—compliance, integrity, respect and dedication. The code applies to all directors, officers, employees and extended workforce.
We seek to conduct business ethically, honestly, and in compliance with applicable laws and regulations. Our Code of Business Conduct and Ethics sets out the principles designed to guide our business practices—compliance, integrity, respect and dedication. The code applies to all directors, officers, employees and extended workforce.
Prior to joining us, Mr. Hungate served as President and Chief Executive Officer of SATS (SGX S58), with responsibility for leading the SATS group, where he had served since January 2014. Mr.
Alex Hungate has served as our Chief Operating Officer since January 2022, with responsibility for leading the Mobility, Deliveries and Financial Services businesses across the group. Prior to joining us, Mr. Hungate served as President and Chief Executive Officer of SATS (SGX S58), with responsibility for leading the SATS group, where he had served since January 2014. Mr.
Tan shall not participate in such determination and approval relating to him personally; • evaluating annually the appropriate level of compensation for our board of directors and committee service by non-employee directors; • reviewing and approving any severance or termination arrangements to be made with any executive officer, provided that Mr.
Tan shall not participate in such determination and approval relating to him personally; • reviewing and approving the implementation or revision of any compensation recoupment, “clawback” or similar policy allowing or requiring the Company to recoup compensation paid to executive officers and other employees and be responsible for the oversight and administration of any such policies; • evaluating periodically the appropriate level of compensation for our board of directors and committee service by non-employee directors; • reviewing and approving any severance or termination arrangements to be made with any executive officer, provided that Mr.
For January 1, 2022 and January 1, 2023, the administrator determined that there shall be no increase in the number of Class A Ordinary Shares reserved for issuance under the ESPP. Plan Administration . Our board of directors or, as delegated by the board of directors, the compensation committee of the board of directors, administers the ESPP.
For January 1, 2022 and January 1, 2023, the Compensation Committee determined that there shall be no increase in the number of Class A Ordinary Shares reserved for issuance under the ESPP. For January 1, 2024, the Compensation Committee determined that there shall be an increase of 20 million Class A Ordinary Shares under the ESPP.
As a result, you may not be provided with the benefits of certain corporate governance requirements of NASDAQ applicable to U.S. domestic public companies. Code of Business Conduct and Ethics We have adopted a Code of Business Conduct and Ethics. We seek to conduct business ethically, honestly, and in compliance with applicable laws and regulations.
Subject to the foregoing, we intend to rely on the exemptions listed above. As a result, you may not be provided with the benefits of certain corporate governance requirements of NASDAQ applicable to U.S. domestic public companies. 148 Table of Contents Code of Business Conduct and Ethics We have adopted a Code of Business Conduct and Ethics.
For information regarding share awards granted to our directors and executive officers, see “—Share Incentive Plans.” Employment Agreements and Indemnification Agreements Mr. Tan is party to an employment agreement with us. Under the employment agreement, Mr. Tan serves as Founder, Chairman and Chief Executive Officer of the Company.
Tan is party to an employment agreement with us. Under the employment agreement, Mr. Tan serves as Founder, Chairman and Chief Executive Officer of the Company.
The contribution rates vary, depending on the age of the employee, and whether such employee is a Singapore citizen or permanent resident (contributions are not required or permitted in respect of a foreigner on a work pass). We did not pay any cash compensation to our independent directors in 2022.
The contribution rates vary, depending on the age of the employee, and whether such employee is a Singapore citizen or permanent resident (contributions are not required or permitted in respect of a foreigner on a work pass). For information regarding share awards granted to our directors and executive officers, see “—Share Incentive Plans.” Employment Agreements and Indemnification Agreements Mr.
From 2003 to 2005, Ms. Ong was HR Manager, Greater China for Hyperion Solutions (acquired by Oracle) and was based in Shanghai. Ms.
Ong was Head of HR—Asia Pacific for Orange Business Services from December 2007 to June 2014. From 2005 to 2007, Ms. Ong was Director of Human Resources, Asia Pacific for F5 Networks. From 2003 to 2005, Ms. Ong was HR Manager, Greater China for Hyperion Solutions (acquired by Oracle) and was based in Shanghai. Ms.
Compensation Compensation of Directors and Executive Officers In 2022, we paid an aggregate of $7 million in cash compensation and benefits in kind to our executive officers as a group. Our executive officers do not receive pension, retirement or other similar benefits, and we have not set aside or accrued any amount to provide such benefits to our executive officers.
None of our directors or executive officers receives pension, retirement or other similar benefits from us, and we have not set aside or accrued any amount to provide such benefits to our directors or executive officers.
We are a non-U.S. company with foreign private issuer status 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.
Accordingly, our shareholders will receive less or different information about us than a shareholder of a U.S. domestic public company would receive. We are a non-U.S. company with foreign private issuer status 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.
In his personal capacity, he supports a range of causes in the region such as Transform Cambodia, which rescues and protects street children and offers them healthcare, education and life skills. 138 Table of Contents Tan Hooi Ling is our co-founder and, following her graduation from Harvard Business School in mid-2011 through the end of 2011, helped build and run our team in connection with the incorporation and launching of our business.
Tan received an MBA from Harvard Business School in 2011 and a B.A. with honors in economics and public policy from the University of Chicago in 2004. In his personal capacity, he supports a range of causes in the region such as Transform Cambodia, which rescues and protects street children and offers them healthcare, education and life skills.
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.
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.
However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. Accordingly, our shareholders will receive less or different information about us than a shareholder of a U.S. domestic public company would receive.
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 will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers.
Ong was Regional HR Director—Asia, Middle East & Africa for DXC Technology (previously known as CSC) from July 2014 to October 2015. Previously, Ms. Ong was Head of HR—Asia Pacific for Orange Business Services from December 2007 to June 2014. From 2005 to 2007, Ms. Ong was Director of Human Resources, Asia Pacific for F5 Networks.
Ong was appointed as a director with effect from January 1, 2024 for a term until December 31, 2024, subject to renewal. Prior to joining us, Ms. Ong was Regional HR Director—Asia, Middle East & Africa for DXC Technology (previously known as CSC) from July 2014 to October 2015. Previously, Ms.
Share Ownership Ownership of the Company’s shares by its directors and executive officers is set forth in “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders” of this annual report. F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable. 150 Table of Contents
We believe our employee relations are strong, and we consistently gather ground-up employee feedback through engagement surveys. None of our employees are represented by a labor union. E. Share Ownership Ownership of the Company’s shares by its directors and executive officers is set forth in “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders” of this annual report. F.
The 2021 Plan became effective on December 1, 2021. The following summarizes the material terms of the 2021 Plan. Shares Subject to the Plan .
The plan became effective on December 1, 2021 and was further amended and restated (as approved by our board of directors) in November 2023. The following summarizes the material terms of the GHL 2021 Equity Incentive Plan, as amended and restated (the “2021 Plan”). Shares Subject to the Plan .
As of February 28, 2023, under the 2021 Plan, 426,936,713 Ordinary Shares remained available for grant, and RSUs underlying 93,978,289 Class A Ordinary Shares were outstanding and 15,045,882 Class B Ordinary Shares were outstanding.
As of March 1, 2024, under the 2021 Plan, 570,775,843 Ordinary Shares remained available for grant, and RSUs underlying 78,669,665 Class A Ordinary Shares were outstanding and 10,623,134 Class B Ordinary Shares were outstanding.
Although not required and as may be changed from time to time, we have a majority-independent board of directors, a majority-independent compensation committee and a nominating committee. Subject to the foregoing, we intend to rely on the exemptions listed above.
In addition, we are not required to have our shareholders approve certain issuances of securities, including those in connection with the establishment of or material amendments to equity compensation plans or arrangements. Although not required and as may be changed from time to time, we have a majority-independent board of directors, a majority-independent compensation committee and a nominating committee.
The following table indicates the distribution of our full-time employees by function as of December 31, 2022: Function Number of Employees General and administrative 1,356 Sales and marketing 885 Operations and support 6,364 (1) Research and development 3,329 Total 11,934 Note: (1) Includes 1,992 employees of Jaya Grocer, of which we acquired a majority economic interest in January 2022.
The following table indicates the distribution of our full-time employees by function as of December 31, 2023: Function Number of Employees General and administrative 1,323 Sales and marketing 786 Operations and support 5,661 Research and development 2,834 Total 10,604 In addition, as of December 31, 2023, we had 1,401 fixed-term contract employees and 3,984 temporary agency workers.
All awards under the 2021 Plan may be granted for Class A Ordinary Shares.
Awards made to our executive officers (other than the Key Executives) under the 2021 Plan shall be granted for Class B Ordinary Shares and/or Class A Ordinary Shares. All other awards under the 2021 Plan shall be granted for Class A Ordinary Shares. Capitalization A dj ustment .
With respect to the Substitute Awards, as of February 28, 2023, options to purchase 8,629,556 Class A Ordinary Shares and 30,999,893 Class B Ordinary Shares, RSUs underlying 34,373,805 Class A Ordinary Shares and 52,869 Class B Ordinary Shares, and restricted shares with respect to 21,634,594 Class B Ordinary Shares were outstanding.
With respect to the Substitute Awards, as of March 1, 2024, options to purchase 6,924,253 Class A Ordinary Shares and 28,619,682 Class B Ordinary Shares, RSUs underlying 11,321,182 Class A Ordinary Shares, and restricted shares with respect to 10,336,577 Class B Ordinary Shares were outstanding.
Removed
Tan received an MBA from Harvard Business School in 2011 and a B.A. with honors in economics and public policy from the University of Chicago in 2004.
Added
Compensation Compensation of Directors and Executive Officers In 2023, we paid an aggregate of $7 million in cash compensation and benefits in kind to our directors and executive officers as a group.
Removed
Ms. Tan returned to our company in April 2015 and served as our Chief Operating Officer until January 2022, overseeing critical pillars of our operations, including corporate strategy, technology (product, design, engineering, data science and analytics), user experience and people operations. Before that, Ms.
Added
Therefore, as of the date of this annual report, the maximum number of Ordinary Shares that may be issued under the 2021 Plan, including past and future issuances, is 760,568,055.
Removed
Tan led high priority strategic and operational projections at Salesforce from February 2013 to March 2015, specializing in corporate strategy, corporate operations, pricing intelligence and monetization.
Added
As a result, as of the date of this annual report, the maximum number of Class A Ordinary Shares that may be issued under the ESPP, including past and future issuances, is 94,821,802. Plan Administration . Our board of directors or, as delegated by the board of directors, the compensation committee of the board of directors, administers the ESPP.
Removed
She was also previously a consultant at McKinsey & Company from January 2012 to January 2013 as an Associate, and from October 2006 to June 2009 as a Business Analyst, advising global corporations in Southeast Asia, North America, Latin America and Australia on corporate strategy and operations. Ms. Tan sits on the board of Wise (formerly TransferWise).
Added
Ms. Ong Chin Yin is subject to a term of office from January 31, 2024 to December 31, 2024, subject to renewal.
Removed
She received an MBA from Harvard Business School in 2011 and a bachelor of engineering (mechanical) degree from the University of Bath in 2006. Maa Ming-Hokng has served as our Group President since September 2016, and is responsible for corporate development activities, including strategic partnerships and investment opportunities, managing our overall capital structure, and other corporate activities.
Added
Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from NASDAQ corporate governance listing standards.
Removed
Prior to joining us, Mr. Maa was responsible for Investments and M&A at Softbank from July 2014 to September 2016, where he helped oversee SoftBank’s investments in leading companies in the ride-sharing and e-commerce industries, including Softbank’s April 2015 Series D investment in Grab and additional Series F investment in September 2016. From June 2012 to June 2014, Mr.
Added
Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable. 149 Table of Contents
Removed
Maa was a Principal at Ancora Capital Management Pte Ltd, an Indonesian private equity firm focused on middle market growth equity investments. From August 2000 to June 2012, Mr. Maa was a Vice President at Goldman Sachs’ Merchant Banking Division, the firm’s global private equity group, and was based in Tokyo, New York and San Francisco. At Goldman Sachs, Mr.
Removed
Maa managed investments across a wide spectrum of industries and served on the boards of several technology and media companies. From 1998 to 2000, Mr. Maa was an advanced computer systems engineer at the National Aeronautics and Space Administration (NASA). Mr.
Removed
Maa received a master’s of science degree in 2000 and a bachelor of science degree in 1999, both in computer science and electrical engineering, from the Massachusetts Institute of Technology. Alex Hungate has served as our Chief Operating Officer since January 2022, with responsibility for leading the Mobility, Deliveries and Financial Services businesses across the group.
Removed
In addition, as of December 31, 2022, we had 1,268 fixed-term contract employees and 5,434 temporary agency workers. Our employee relations are strong, and we consistently gather ground-up employee feedback through engagement surveys. None of our employees are represented by a labor union. E.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

32 edited+2 added−2 removed34 unchanged
Biggest changeTransactions with GrabFin Operations (Malaysia) On October 15, 2019, pursuant to a sale and purchase agreement dated August 20, 2018, and the supplemental agreement dated April 3, 2019, Grab Financial Services Asia Inc. (“GFSA”), an entity in our financial services segment, acquired a 40% interest in Reversemortgage Sdn. Bhd., which subsequently changed its name to GrabFin Operations (Malaysia) Sdn. Bhd.
Biggest changeIn 2023, 2022 and 2021, transactions of an aggregate value of approximately $78 million, $41 million and $56 million, respectively, were conducted under the FCA. Transactions with GrabFin Operations (Malaysia) On October 15, 2019, pursuant to a sale and purchase agreement dated August 20, 2018, and the supplemental agreement dated April 3, 2019, Grab Financial Services Asia Inc.
PIPE Financing (Private Placement) Substantially concurrently with the execution of the Business Combination Agreement, (i) the Company, AGC and the PIPE Investors entered into PIPE Subscription Agreements pursuant to which the PIPE Investors committed to subscribe for and purchase, in the aggregate, 326,500,000 Class A Ordinary Shares for $10 per share, for an aggregate purchase price equal to $3.265 billion; (ii) AGC, Sponsor Affiliate and the Company entered into a subscription agreement pursuant to which Sponsor Affiliate has committed to subscribe for and purchase 57,500,000 Class A Ordinary Shares for $10.00 per share for an aggregate purchase price equal to $575 million; and (iii) AGC, Sponsor Affiliate and the Company entered into the Backstop Subscription Agreement pursuant to which Sponsor Affiliate agreed to backstop SPAC Share Redemptions (as defined in the Business Combination Agreement), and to the extent such backstop is required will subscribe for and purchase that number of Class A Ordinary Shares to be determined in accordance with the terms of the Backstop Subscription Agreement for $10 per share. 154 Table of Contents GHI Voting, Support and Lock-Up Agreements Concurrently with the execution of the Business Combination Agreement, the Company, AGC, GHI and certain of the shareholders of GHI entered into voting support and lock-up agreements (the “GHI Shareholder Support Agreements”), pursuant to which certain shareholders who hold an aggregate of at least 67% of the outstanding GHI voting shares (on an as converted basis) agreed, among other things: (a) to appear for purposes of constituting a quorum at any meeting of the shareholders of GHI called to seek approval of the transactions contemplated in the Business Combination Agreement and the other transaction proposals, (b) to vote in favor of the transactions contemplated by the Business Combination Agreement and other transaction proposals, (c) to vote against any proposals that would materially impede the transactions contemplated by the Business Combination Agreement or any other transaction proposal, (d) to not sell or transfer any of their shares.
PIPE Financing (Private Placement) Substantially concurrently with the execution of the Business Combination Agreement, (i) the Company, AGC and the PIPE Investors entered into PIPE Subscription Agreements pursuant to which the PIPE Investors committed to subscribe for and purchase, in the aggregate, 326,500,000 Class A Ordinary Shares for $10 per share, for an aggregate purchase price equal to $3.265 billion; (ii) AGC, Sponsor Affiliate and the Company entered into a subscription agreement pursuant to which Sponsor Affiliate has committed to subscribe for and purchase 57,500,000 Class A Ordinary Shares for $10.00 per share for an aggregate purchase price equal to $575 million; and (iii) AGC, Sponsor Affiliate and the Company entered into the Backstop Subscription Agreement pursuant to which Sponsor Affiliate agreed to backstop SPAC Share Redemptions (as defined in the Business Combination Agreement), and to the extent such backstop is required will subscribe for and purchase that number of Class A Ordinary Shares to be determined in accordance with the terms of the Backstop Subscription Agreement for $10 per share. 153 Table of Contents GHI Voting, Support and Lock-Up Agreements Concurrently with the execution of the Business Combination Agreement, the Company, AGC, GHI and certain of the shareholders of GHI entered into voting support and lock-up agreements (the “GHI Shareholder Support Agreements”), pursuant to which certain shareholders who hold an aggregate of at least 67% of the outstanding GHI voting shares (on an as converted basis) agreed, among other things: (a) to appear for purposes of constituting a quorum at any meeting of the shareholders of GHI called to seek approval of the transactions contemplated in the Business Combination Agreement and the other transaction proposals, (b) to vote in favor of the transactions contemplated by the Business Combination Agreement and other transaction proposals, (c) to vote against any proposals that would materially impede the transactions contemplated by the Business Combination Agreement or any other transaction proposal, (d) to not sell or transfer any of their shares.
The Business Combination Agreement contained customary representations and warranties and pre- and post-closing covenants of each party and customary closing conditions. 152 Table of Contents The Initial Merger As a result of the Initial Merger, at the Initial Merger Effective Time (i) all the property, rights, privileges, agreements, powers and franchises, liabilities and duties of AGC and AGC Merger Sub become the property, rights, privileges, agreements, powers and franchises, liabilities and duties of AGC Merger Sub as the surviving company, and AGC Merger Sub thereafter became a wholly-owned subsidiary of the Company and the separate corporate existence of AGC ceased to exist, (ii) each issued and outstanding security of AGC immediately prior to the Initial Merger Effective Time was canceled in exchange for or converted into securities of GHL as set out below, (iii) the board of directors and officers of AGC Merger Sub and AGC ceased to hold office, and the board of directors and officers of AGC Merger Sub was changed as determined by us, (iv) AGC Merger Sub’s memorandum and articles of association was amended and restated to read in their entirety in the form attached as Exhibit J to the Business Combination Agreement, and (v) our memorandum and articles of association was amended and restated to read in their entirety in the form attached as Exhibit L to the Business Combination Agreement.
The Business Combination Agreement contained customary representations and warranties and pre- and post-closing covenants of each party and customary closing conditions. 151 Table of Contents The Initial Merger As a result of the Initial Merger, at the Initial Merger Effective Time (i) all the property, rights, privileges, agreements, powers and franchises, liabilities and duties of AGC and AGC Merger Sub become the property, rights, privileges, agreements, powers and franchises, liabilities and duties of AGC Merger Sub as the surviving company, and AGC Merger Sub thereafter became a wholly-owned subsidiary of the Company and the separate corporate existence of AGC ceased to exist, (ii) each issued and outstanding security of AGC immediately prior to the Initial Merger Effective Time was canceled in exchange for or converted into securities of GHL as set out below, (iii) the board of directors and officers of AGC Merger Sub and AGC ceased to hold office, and the board of directors and officers of AGC Merger Sub was changed as determined by us, (iv) AGC Merger Sub’s memorandum and articles of association was amended and restated to read in their entirety in the form attached as Exhibit J to the Business Combination Agreement, and (v) our memorandum and articles of association was amended and restated to read in their entirety in the form attached as Exhibit L to the Business Combination Agreement.
Subject to the terms and conditions of the Business Combination Agreement, at the Acquisition Effective Time: • each GHI Ordinary Share and GHI Preferred Share (other than GHI Key Executive Shares, GHI Restricted Stock, GHI Key Executive Restricted Stock, GHI Dissenting Shares and GHI treasury shares) issued and outstanding immediately prior to the Acquisition Effective Time was canceled in exchange for the right to receive such fraction of a newly issued Class A Ordinary Share that is equal to the Exchange Ratio, without interest, subject to rounding up to the nearest whole Class A Ordinary Share; • each GHI Key Executive Share (other than GHI Key Executive Restricted Stock and GHI Dissenting Shares) issued and outstanding immediately prior to the Acquisition Effective Time was canceled in exchange for the right to receive such fraction of a newly issued Class Ordinary Share that is equal to the Exchange Ratio, without interest, subject to rounding up to the nearest whole Class A Ordinary Share; • each GHI Option outstanding immediately prior to the Acquisition Effective Time, whether vested or unvested, was automatically assumed by GHL and converted into an option to purchase the number of Class A Ordinary Shares equal to (i) the number of GHI Ordinary Shares subject to such GHI Option immediately prior to the Acquisition Effective Time multiplied by (ii) the Exchange Ratio (such product rounded down to the nearest whole number), and otherwise, became subject to substantially the same terms and conditions as were applicable to such GHI Option immediately prior to the Acquisition Effective Time; 153 Table of Contents • each GHI Key Executive Option outstanding immediately prior to the Acquisition Effective Time, whether vested or unvested, was automatically assumed by GHL and converted into an option to purchase the number of Class B Ordinary Shares equal to (i) the number of GHI Ordinary Shares subject to such GHI Key Executive Option immediately prior to the Acquisition Effective Time multiplied by (ii) the Exchange Ratio (such product rounded down to the nearest whole number), and otherwise, became subject to substantially the same terms and conditions as were applicable to such GHI Key Executive Option immediately prior to the Acquisition Effective Time; • each award of GHI Restricted Stock outstanding immediately prior to the Acquisition Effective Time was automatically converted into an award of restricted Class A Ordinary Shares equal to (i) the number of GHI Shares subject to the GHI Restricted Stock award immediately before the Acquisition Effective Time multiplied by (ii) the Exchange Ratio (such product rounded down to the nearest whole number), and otherwise, became subject to substantially the same terms and conditions as were applicable to such award of GHI Restricted Stock immediately prior to the Acquisition Effective Time; • each award of GHI Key Executive Restricted Stock outstanding immediately prior to the Acquisition Effective Time was automatically converted into an award of restricted Class B Ordinary Shares equal to (i) the number of GHI Shares subject to the GHI Key Executive Restricted Stock award immediately before the Acquisition Effective Time multiplied by (ii) the Exchange Ratio (such product rounded down to the nearest whole number), and otherwise, became subject to substantially the same terms and conditions as were applicable to such award of GHI Key Executive Restricted Stock immediately prior to the Acquisition Effective Time; • each GHI RSU outstanding immediately prior to the Acquisition Effective Time, whether vested or unvested, was automatically assumed by GHL and converted into an award of restricted share units representing the right to receive the number of Class A Ordinary Shares equal to (i) the number of GHI Ordinary Shares subject to such GHI RSU immediately prior to the Acquisition Effective Time multiplied by (ii) the Exchange Ratio (such product rounded down to the nearest whole number), and otherwise, became subject to substantially the same terms and conditions as were applicable to such GHI RSU immediately prior to the Acquisition Effective Time; and • each GHI Key Executive RSU outstanding immediately prior to the Acquisition Effective Time, whether vested or unvested, was automatically assumed by GHL and converted into an award of restricted share units representing the right to receive the number of Class B Ordinary Shares equal to (i) the number of GHI Ordinary Shares subject to such GHI Key Executive RSU immediately prior to the Acquisition Effective Time multiplied by (ii) the Exchange Ratio (such product rounded down to the nearest whole number), and otherwise, became subject to substantially the same terms and conditions as were applicable to such GHI Key Executive RSU immediately prior to the Acquisition Effective Time.
Subject to the terms and conditions of the Business Combination Agreement, at the Acquisition Effective Time: • each GHI Ordinary Share and GHI Preferred Share (other than GHI Key Executive Shares, GHI Restricted Stock, GHI Key Executive Restricted Stock, GHI Dissenting Shares and GHI treasury shares) issued and outstanding immediately prior to the Acquisition Effective Time was canceled in exchange for the right to receive such fraction of a newly issued Class A Ordinary Share that is equal to the Exchange Ratio, without interest, subject to rounding up to the nearest whole Class A Ordinary Share; • each GHI Key Executive Share (other than GHI Key Executive Restricted Stock and GHI Dissenting Shares) issued and outstanding immediately prior to the Acquisition Effective Time was canceled in exchange for the right to receive such fraction of a newly issued Class Ordinary Share that is equal to the Exchange Ratio, without interest, subject to rounding up to the nearest whole Class A Ordinary Share; • each GHI Option outstanding immediately prior to the Acquisition Effective Time, whether vested or unvested, was automatically assumed by GHL and converted into an option to purchase the number of Class A Ordinary Shares equal to (i) the number of GHI Ordinary Shares subject to such GHI Option immediately prior to the Acquisition Effective Time multiplied by (ii) the Exchange Ratio (such product rounded down to the nearest whole number), and otherwise, became subject to substantially the same terms and conditions as were applicable to such GHI Option immediately prior to the Acquisition Effective Time; 152 Table of Contents • each GHI Key Executive Option outstanding immediately prior to the Acquisition Effective Time, whether vested or unvested, was automatically assumed by GHL and converted into an option to purchase the number of Class B Ordinary Shares equal to (i) the number of GHI Ordinary Shares subject to such GHI Key Executive Option immediately prior to the Acquisition Effective Time multiplied by (ii) the Exchange Ratio (such product rounded down to the nearest whole number), and otherwise, became subject to substantially the same terms and conditions as were applicable to such GHI Key Executive Option immediately prior to the Acquisition Effective Time; • each award of GHI Restricted Stock outstanding immediately prior to the Acquisition Effective Time was automatically converted into an award of restricted Class A Ordinary Shares equal to (i) the number of GHI Shares subject to the GHI Restricted Stock award immediately before the Acquisition Effective Time multiplied by (ii) the Exchange Ratio (such product rounded down to the nearest whole number), and otherwise, became subject to substantially the same terms and conditions as were applicable to such award of GHI Restricted Stock immediately prior to the Acquisition Effective Time; • each award of GHI Key Executive Restricted Stock outstanding immediately prior to the Acquisition Effective Time was automatically converted into an award of restricted Class B Ordinary Shares equal to (i) the number of GHI Shares subject to the GHI Key Executive Restricted Stock award immediately before the Acquisition Effective Time multiplied by (ii) the Exchange Ratio (such product rounded down to the nearest whole number), and otherwise, became subject to substantially the same terms and conditions as were applicable to such award of GHI Key Executive Restricted Stock immediately prior to the Acquisition Effective Time; • each GHI RSU outstanding immediately prior to the Acquisition Effective Time, whether vested or unvested, was automatically assumed by GHL and converted into an award of restricted share units representing the right to receive the number of Class A Ordinary Shares equal to (i) the number of GHI Ordinary Shares subject to such GHI RSU immediately prior to the Acquisition Effective Time multiplied by (ii) the Exchange Ratio (such product rounded down to the nearest whole number), and otherwise, became subject to substantially the same terms and conditions as were applicable to such GHI RSU immediately prior to the Acquisition Effective Time; and • each GHI Key Executive RSU outstanding immediately prior to the Acquisition Effective Time, whether vested or unvested, was automatically assumed by GHL and converted into an award of restricted share units representing the right to receive the number of Class B Ordinary Shares equal to (i) the number of GHI Ordinary Shares subject to such GHI Key Executive RSU immediately prior to the Acquisition Effective Time multiplied by (ii) the Exchange Ratio (such product rounded down to the nearest whole number), and otherwise, became subject to substantially the same terms and conditions as were applicable to such GHI Key Executive RSU immediately prior to the Acquisition Effective Time.
Securities Act of 1933, as amended (the “Securities Act”) and Sponsor, the Sponsor Related Parties and holders of GHI securities have been granted customary demand and piggyback registration rights. 155 Table of Contents Assignment, Assumption and Amendment Agreement Concurrently with the execution of the Business Combination Agreement, AGC, the Company and Continental entered into the Assignment, Assumption and Amendment Agreement and amended the Existing Warrant Agreement, pursuant to which, among other things, AGC assigned all of its right, title and interest in the Existing Warrant Agreement to GHL effective upon the Initial Closing, and we assumed the warrants provided for under the Existing Warrant Agreement.
Securities Act of 1933, as amended (the “Securities Act”) and Sponsor, the Sponsor Related Parties and holders of GHI securities have been granted customary demand and piggyback registration rights. 154 Table of Contents Assignment, Assumption and Amendment Agreement Concurrently with the execution of the Business Combination Agreement, AGC, the Company and Continental entered into the Assignment, Assumption and Amendment Agreement and amended the Existing Warrant Agreement, pursuant to which, among other things, AGC assigned all of its right, title and interest in the Existing Warrant Agreement to GHL effective upon the Initial Closing, and we assumed the warrants provided for under the Existing Warrant Agreement.
Compensation—Share Incentive Plans.” Other Related Party Transactions Collaboration Agreement with Toyota We are party to a Framework Collaboration Agreement dated June 13, 2018 and renewed and amended on August 15, 2021 and August 16, 2022 (collectively the “FCA”) with Toyota Motor Corp. (“Toyota”), a principal shareholder.
Compensation—Share Incentive Plans.” Other Related Party Transactions Collaboration Agreement with Toyota We are party to a Framework Collaboration Agreement dated June 13, 2018 and renewed and amended on August 15, 2021, August 16, 2022 and August 1, 2023 (collectively the “FCA”) with Toyota Motor Corp. (“Toyota”), a principal shareholder.
Sdn. Bhd. MCars Sdn. Bhd. is a wholly-owned subsidiary of Orion SPV Pte. Ltd., a company 49%-owned by Ideal Team Enterprises Limited, which is in turn owned by Nicholas Tan, Mr. Tan’s brother. C. Interests of Experts and Counsel Not applicable. 157 Table of Contents
Sdn. Bhd. MCars Sdn. Bhd. is a wholly-owned subsidiary of Orion SPV Pte. Ltd., a company 49%-owned by Ideal Team Enterprises Limited, which is in turn owned by Nicholas Tan, Mr. Tan’s brother. C. Interests of Experts and Counsel Not applicable. 156 Table of Contents
Contract with MCars Sdn. Bhd. On October 25, 2022, one of our wholly-owned subsidiaries, Green Rentals Sdn. Bhd., awarded a contract to purchase 400 units of Perodua Bezza, which were due to be written off, to MCars. Sdn. Bhd. for MYR 11.4 million (approximately $3 million).
Contract with MCars Sdn. Bhd. On October 25, 2022, one of our wholly-owned subsidiaries, Green Rentals Sdn. Bhd., awarded a contract to purchase 400 units of Perodua Bezza, which were due to be written off, to MCars. Sdn. Bhd. for MYR 11.4 million (approximately $2.5 million).
Tan pursuant to the shareholders’ deed dated April 12, 2021 (the “Shareholders’ Deed”), by and among GHL, Altimeter Growth Holdings, Grab Holdings Inc., the Key Executives and certain entities related to Mr. Tan; (iii) 7,010,984 Class B Ordinary Shares that Mr. Tan may acquire within 60 days upon exercise of options or vesting of restricted share units awarded to Mr.
Tan pursuant to the shareholders’ deed dated April 12, 2021 (the “Shareholders’ Deed”), by and among GHL, Altimeter Growth Holdings, Grab Holdings Inc., the Key Executives and certain entities related to Mr. Tan; (iii) 12,130,207 Class B Ordinary Shares that Mr. Tan may acquire within 60 days upon exercise of options or vesting of restricted share units awarded to Mr.
Major Shareholders The following table sets forth information regarding the beneficial ownership of Ordinary Shares as of February 28, 2023 by: • each person known by us to be the beneficial owner of more than 5% of Ordinary Shares; • each of our directors and executive officers; and • all our directors and executive officers as a group.
Major Shareholders The following table sets forth information regarding the beneficial ownership of Ordinary Shares as of March 1, 2024 by: • each person known by us to be the beneficial owner of more than 5% of Ordinary Shares; • each of our directors and executive officers; and • all our directors and executive officers as a group.
(8) The number of Class A Ordinary Shares beneficially owned was reported in the amendment no. 1 to the Schedule 13G filed by DiDi Global Inc.
(6) The number of Class A Ordinary Shares beneficially owned was reported in the amendment no. 2 to the Schedule 13G filed by DiDi Global Inc.
Class A Ordinary Shares will not be convertible into Class B Ordinary Shares under any circumstances. 151 Table of Contents (3) Consists of (i) 65,966,461 Class B Ordinary Shares held by Mr. Tan; (ii) 19,492,330 Class B Ordinary Shares held by Hibiscus Worldwide Ltd., a Cayman limited company (“Hibiscus”), and deemed beneficially owned by Mr.
Class A Ordinary Shares will not be convertible into Class B Ordinary Shares under any circumstances. 150 Table of Contents (3) Consists of (i) 70,653,096 Class B Ordinary Shares held by Mr. Tan; (ii) 19,492,330 Class B Ordinary Shares held by Hibiscus Worldwide Ltd., a Cayman limited company (“Hibiscus”), and deemed beneficially owned by Mr.
Our supermarkets business is subject to the Guidelines on Foreign Participation in Distributive Trade Services (revised on May 12, 2020) issued by the Malaysian Ministry of Domestic Trade and Consumer Affairs, which stipulate a maximum foreign voting cap of 50% for smaller retail formats (non-superstores) in 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.
Tan pursuant to the Shareholders’ Deed; and (v) 11,995,011 Class B Ordinary Shares held by Mr. Maa and the trusts created by Mr. Maa for which he is the trustee (the “Maa Trusts”), and 8,184,824 Class B Ordinary Shares that Mr. Maa may acquire within 60 days upon exercise of options or vesting of restricted share units awarded to Mr.
Tan pursuant to the Shareholders’ Deed; and (v) 9,868,351 Class B Ordinary Shares held by Mr. Maa and the trusts created by Mr. Maa for which he is the trustee (the “Maa Trusts”), and 9,246,174 Class B Ordinary Shares that Mr. Maa may acquire within 60 days upon exercise of options or vesting of restricted share units awarded to Mr.
As of February 28, 2023, 11,995,011 Class B Ordinary Shares representing 10.0% of the total issued and outstanding Class B Ordinary Shares, were held by three record holders in the United States. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. B.
As of March 1, 2024, 9,868,351 Class B Ordinary Shares representing 8.0% of the total issued and outstanding Class B Ordinary Shares, were held by three record holders in the United States. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. B.
On February 17, 2020, GFSA, as lender, entered into a loan agreement (the “Loan Agreement”) with GOM, as borrower, pursuant to which it granted GOM a revolving interest-free loan facility of MYR 30 million (approximately $7 million) to be used only for general corporate purposes.
Tong's 60% interest in GOM and we now wholly own GOM. 155 Table of Contents On February 17, 2020, GFSA, as a lender, entered into a loan agreement (the “Loan Agreement”) with GOM, as a borrower, pursuant to which it granted GOM a revolving interest-free loan facility of MYR 30 million (approximately $6.5 million) to be used only for general corporate purposes.
Tan under our share incentive plans; (iv) 22,873,300 Class B Ordinary Shares held by Ms. Tan, and 6,849,720 Class B Ordinary Shares that Mr. Tan may acquire within 60 days upon exercise of options or vesting of restricted share units awarded to Ms. Tan under our share incentive plans, both deemed beneficially owned by Mr.
Tan under our share incentive plans; (iv) 22,907,952 Class B Ordinary Shares held by Ms. Tan Hooi Ling (“Ms. Tan”), and 7,243,301 Class B Ordinary Shares that Mr. Tan may acquire within 60 days upon exercise of options or vesting of restricted share units awarded to Ms. Tan under our share incentive plans, both deemed beneficially owned by Mr.
(7) The number of Class A Ordinary Shares beneficially owned was reported in the Schedule 13G filed by Morgan Stanley and Morgan Stanley Investment Management Inc. on February 9, 2023.
(5) The number of Class A Ordinary Shares beneficially owned was reported in the amendment no. 1 to the Schedule 13G filed by Morgan Stanley and Morgan Stanley Investment Management Inc. on February 8, 2024.
Class A Ordinary Shares Class B Ordinary Shares % of Total Ordinary Shares % of Voting Power(2) Directors and Executive Officers (1) Anthony Tan Ping Yeow * 142,372,630 (3) 3.8% 63.2% Tan Hooi Ling * 29,723,020 (4) * * Ming-Hokng Maa * 20,179,835 (5) * * Alex Hungate * — * * Peter Oey * — * * Ong Chin Yin * — * * Suthen Thomas Paradatheth * — * * Philipp Kandal * — * * John Rogers * — * * Dara Khosrowshahi — — — — Ng Shin Ein * — * * Oliver Jay * — * * All executive officers and directors as a group * 142,372,630 4.0% 63.2% Principal Shareholders SVF entities (6) 709,265,250 — 18.3% 7.7% Uber Technologies, Inc. 535,902,982 — 13.9% 5.9% Morgan Stanley (7) 294,950,430 — 7.6% 3.2% Didi Chuxing (8) 270,598,100 — 7.0% 3.0% Toyota Motor Corp 222,906,079 — 5.8% 2.4% * Less than 1% of the total number of outstanding Ordinary Shares (1) The business address for the directors and executive officers of the Company is 3 Media Close, #01-03/06, Singapore 138498.
Class A Ordinary Shares Class B Ordinary Shares % of Total Ordinary Shares % of Voting Power(2) Directors and Executive Officers (1) Anthony Tan Ping Yeow * 151,541,411 (3) 3.9% 64.1% Alex Hungate * — * * Peter Oey * — * * Ong Chin Yin * — * * Suthen Thomas Paradatheth * — * * Philipp Kandal * — * * John Rogers * — * * Dara Khosrowshahi — — — — Ng Shin Ein * — * * Oliver Jay * — * * All executive officers and directors as a group * 151,541,411 4.2% 64.2% Principal Shareholders SVF entities (4) 549,175,218 — 13.9% 5.9% Uber Technologies, Inc. 535,902,982 — 13.6% 5.7% Toyota Motor Corp 222,906,079 — 5.7% 2.4% Morgan Stanley (5) 212,463,004 — 5.4% 2.3% Didi Chuxing (6) 197,299,816 — 5.0% 2.1% * Less than 1% of the total number of outstanding Ordinary Shares (1) The business address for the directors and executive officers of the Company is 3 Media Close, #01-03/06, Singapore 138498.
(formerly known as Xiaoju Kuaizhi Inc.) and Marvelous Yarra Limited on March 15, 2023 and consists of (i) 8,995,300 Class A Ordinary Shares directly held by DiDi Global Inc., and (ii) 261,602,800 Class A Ordinary Shares held by Marvelous Yarra Limited.
(formerly known as Xiaoju Kuaizhi Inc.) and Marvelous Yarra Limited on February 14, 2024 and consists of (i) 8,995,300 Class A Ordinary Shares directly held by DiDi Global Inc., and (ii) 188,304,516 Class A Ordinary Shares held by Marvelous Yarra Limited.
As of December 31, 2022, $0.2 million was drawn and outstanding under the amended and restated Loan Agreement. 156 Table of Contents Contract with National University of Singapore We have a contract with the National University of Singapore’s NUS AI Lab for artificial intelligence research and intellectual property creation related to our business for SGD 1.25 million (approximately $1 million) over two years from April 1, 2021.
Contract with National University of Singapore We have a contract with the National University of Singapore’s NUS AI Lab for artificial intelligence research and intellectual property creation related to our business for SGD 1.25 million (approximately $0.9 million) over two years from April 1, 2021.
(6) The number of Class A Ordinary Shares beneficially owned was reported in the amendment no. 1 to the Schedule 13G filed by certain SVF entities and other reporting persons on February 14, 2023 and consists of (i) 699,175,218 Class A Ordinary Shares held of record by SVF Investments (UK) Limited, and (ii) 10,090,032 Class A Ordinary Shares held of record by ZA Tech Global Limited.
(4) The number of Class A Ordinary Shares beneficially owned was reported in the amendment no. 2 to the Schedule 13G filed by certain SVF entities and other reporting persons on February 13, 2024 and consists of 549,175,218 Class A Ordinary Shares held of record by SVF Investments (UK) Limited.
Our co-founder Tan Hooi Ling served on the Board of Trustees of the National University of Singapore from June 2019 to March 2022.
Our co-founder Tan Hooi Ling (who no longer holds any position at Grab since December 31, 2023) served on the Board of Trustees of the National University of Singapore from June 2019 to March 2022.
On March 10, 2020, GFSA and GOM amended and restated the Loan Agreement to change and redenominate the facility amount to $8 million.
On March 10, 2020, GFSA and GOM amended and restated the Loan Agreement to change and redenominate the facility amount to $8 million. As of December 31, 2023, $0.2 million was drawn and outstanding under the amended and restated Loan Agreement.
The percentage of our Ordinary Shares beneficially owned is computed on the basis of 3,747,115,325 Class A Ordinary Shares and 120,327,102 Class B Ordinary Shares issued and outstanding as of February 28, 2023, and does not include the 25,999,981 Class A Ordinary Shares issuable upon the Warrants outstanding as of February 28, 2023.
The percentage of our Ordinary Shares beneficially owned is computed on the basis of 3,822,472,613 Class A Ordinary Shares and 122,921,729 Class B Ordinary Shares issued and outstanding as of March 1, 2024, and does not include the 25,999,981 Class A Ordinary Shares issuable upon the Warrants outstanding as of March 1, 2024.
(“GOM”), a licensed money lender in Malaysia, and an option to purchase the remaining 60% subject to regulatory approval. Prior to the foregoing transactions, the shares in GOM were owned by two individuals holding 10% and 30%, respectively, and Mr. Kooi Ong Tong (60%), who is Mr. Tan’s father-in-law. Mr. Tong currently retains a 60% interest in GOM.
Prior to the foregoing transactions, the shares in GOM were owned by two individuals holding 10% and 30%, respectively, and Mr. Kooi Ong Tong (60%), who is Mr. Tan’s father-in-law. In May 2023, we acquired Mr.
To our knowledge, as of February 28, 2023, 2,353,660,573 Class A Ordinary Shares, or 62.8% of the total outstanding Class A Ordinary Shares, were held by 66 record holders in the United States.
To our knowledge, as of March 1, 2024, 3,296,563,711 Class A Ordinary Shares, or 86.2% of the total outstanding Class A Ordinary Shares, were held by 31 record holders in the United States.
In the case of Mr. Hungate, who joined us after the execution of the initial lock-up, the new lock-up will apply to any shares that vest prior to the new extension date.
In the case of Mr. Hungate, who joined us after the execution of the initial lock-up, the new lock-up applied to any shares that vested prior to the new extension date. The extended lock-up, which expired on May 30, 2023, was on substantially the same terms as the lock-up that expired on May 30, 2022.
The extended lock-up, which is due to expire on May 30, 2023, is on substantially the same terms as the lock-up that was due to expire on May 30, 2022. For further details regarding Ordinary Shares subject to the lock-up, see “Item 3. Key Information—D.
For further details regarding Ordinary Shares subject to the lock-up, see “Item 3. Key Information—D.
Accordingly, 50% of the ordinary shares in Jaya Grocer are held by an entity (“Malaysian local partner”) owned by a Malaysian national, our co-founder Hooi Ling Tan. The full purchase of the ordinary shares in Jaya Grocer by the Malaysian local partner was funded through the purchase of preference shares in the Malaysian local partner by us.
The full purchase of the ordinary shares in Jaya Grocer by the Malaysian local partner was funded through the purchase of preference shares in the Malaysian local partner by us.
As reported in the Schedule 13G, Morgan Stanley has shared voting power over 274,729,725 Class A Ordinary Shares and shared dispositive power over 294,950,430 Class A Ordinary Shares, and Morgan Stanley Investment Management Inc. has shared voting power over 180,894,593 Class A Ordinary Shares and shared dispositive power over 200,593,057 Class A Ordinary Shares.
As reported in the Schedule 13G, as amended, Morgan Stanley has shared voting power over 200,280,269 Class A Ordinary Shares and shared dispositive power over 212,463,004 Class A Ordinary Shares, and Morgan Stanley Investment Management Inc. has shared voting power over 195,315,166 Class A Ordinary Shares and shared dispositive power over 206,915,268 Class A Ordinary Shares.
The FCA further requires us to use our best efforts to maintain an 80%-unit share percentage of Toyota vehicles for its rental fleet, subject to mitigating circumstances. In 2022, 2021 and 2020, transactions of an aggregate value of approximately $41 million, $56 million and $287 million, respectively, were conducted under the FCA.
The FCA also grants Toyota certain preference rights to provide capital for vehicle purchase financing for the driver-partners. The FCA further requires us to use our best efforts to maintain an 80%-unit share percentage of Toyota vehicles for its rental fleet, subject to mitigating circumstances.
Removed
(4) Pursuant to the Shareholders’ Deed, these shares will be voted solely, and deemed beneficially owned, by Mr. Tan. (5) Pursuant to the Shareholders’ Deed, these shares will be voted solely, and deemed beneficially owned, by Mr. Tan.
Added
(“GFSA”), an entity in our financial services segment, acquired a 40% interest in Reversemortgage Sdn. Bhd., which subsequently changed its name to GrabFin Operations (Malaysia) Sdn. Bhd. (“GOM”), a licensed money lender in Malaysia, and an option to purchase the remaining 60% (which was retained by Mr. Tong) subject to regulatory approval.
Removed
The FCA also grants Toyota certain preference rights to provide capital for vehicle purchase financing for the driver-partners, commits us to procure certain auto insurance products from parties recommended by Toyota and requires us to use our best efforts to recommend Toyota’s inclusion in any auto insurance company which we may establish.
Added
Accordingly, 50% of the ordinary shares in Jaya Grocer are held by an entity (“Malaysian local partner”) owned by a Malaysian national, who used to be, until October 2023, our co-founder Hooi Ling Tan (who now no longer holds any position at Grab). The entity is now owned by one of our employees.

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