UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 


FORM 8-K
 


CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 12, 2021
 

 
ALTIMETER GROWTH CORP.
(Exact name of registrant as specified in its charter)
 


Cayman Islands
001-39573
98-1554598
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
 
2550 Sand Hill Road, Suite 150 Menlo Park, CA
94025
(Address of principal executive offices)
(Zip Code)

(650) 549-9145
Registrant’s telephone number, including area code

Not Applicable
(Former name or former address, if changed since last report)
 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one fifth of one redeemable warrant
 
AGCUU
 
NASDAQ Capital Market
Class A ordinary shares included as part of the units
 
AGC
 
NASDAQ Capital Market
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
 
AGCWW
 
NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 

Item 1.01 Entry Into A Material Definitive Agreement.

Business Combination Agreement

On April 12, 2021, Altimeter Growth Corp., a Cayman Islands exempted company (“Altimeter”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among J1 Holdings Limited, a Cayman Islands exempted company (“PubCo”), J2 Holdings Inc., a Cayman Islands exempted company and direct wholly owned subsidiary of PubCo (“Merger Sub 1”) and J3 Holdings Inc., a Cayman Islands exempted company and direct wholly owned subsidiary of PubCo (“Merger Sub 2”) and Grab Holdings Inc. a Cayman Islands exempted company (“Grab”).

The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of each of Altimeter and Grab.

The Business Combination

The Business Combination Agreement provides for, among other things, the following transactions on the closing date: (i) Altimeter will merge with and into Merger Sub 1, with Merger Sub 1 as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly owned subsidiary of PubCo (the “Initial Merger”), (ii) following the Initial Merger, Merger Sub 2 will merge with and into Grab, with Grab as the surviving entity in the merger and, after giving effect to such merger, continuing as a wholly owned subsidiary of PubCo (the “Acquisition Merger”). The Initial Merger, the Acquisition Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Business Combination”.

The Business Combination is expected to close in the second quarter of 2021, following the receipt of the required approval by Altimeter’s shareholders and the fulfillment of other customary closing conditions.

Business Combination Consideration

In accordance with the terms and subject to the conditions of the Business Combination Agreement, (i) each issued and outstanding ordinary share and preferred share in Grab will be cancelled and exchanged for the fraction of a PubCo Class A ordinary share equal to the Exchange Ratio (as defined in the Business Combination Agreement), provided that each issued and outstanding Key Executive Share (as defined in the Business Combination Agreement) will be cancelled and exchanged for the fraction of a PubCo Class B ordinary share equal to the Exchange Ratio; (ii) (x) each issued and outstanding Grab option, Grab restricted stock, and Grab restricted stock unit will be converted into an option to purchase PubCo Class A ordinary shares, an award of restricted PubCo Class A ordinary shares, and an award of restricted share units representing the right to receive PubCo Class A ordinary shares, respectively, under the PubCo Incentive Equity Plan (as defined in the Business Combination Agreement), each subject to substantially the same terms, as adjusted for the Exchange Ratio and (y) each issued and outstanding Key Executive Option, Key Executive Restricted Stock and Key Executive RSU (each as defined in the Business Combination Agreement) will be converted into an option to purchase PubCo Class B ordinary shares, an award of restricted PubCo Class B ordinary shares, and an award of restricted share units representing the right to receive PubCo Class B ordinary shares, respectively, under the PubCo Incentive Equity Plan, each subject to substantially the same terms, as adjusted for the Exchange Ratio; (iii) (x) each issued and outstanding Altimeter Unit will be automatically detached and the holder will be deemed to hold one Altimeter Class A ordinary share and one-fifth of an Altimeter warrant and (y) each issued and outstanding Altimeter Class A ordinary share and Altimeter Class B ordinary share will be cancelled and exchanged for one PubCo Class A ordinary share; and (iv) each issued and outstanding Altimeter warrant will be converted into a warrant to purchase one PubCo Class A Ordinary Share.

Representations and Warranties; Covenants

The Business Combination Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type. The parties have also agreed, among other things, (i) that, subject to receiving the necessary shareholder approval, PubCo will adopt a new incentive equity plan and employee stock purchase plan on closing and (ii) that on closing, the board of directors of PubCo shall consist of a total of seven directors, which shall include Anthony Tan, Hooi Ling Tan, Dara Khosrowshahi, Shin Ein Ng and Richard Barton (or, if any such Person is unable or unwilling to serve as a director, a replacement determined by the Company) and two directors to be designated by Grab.

Conditions to Each Party’s Obligations

The obligations of Altimeter and Grab to consummate the Business Combination is subject to certain closing conditions, including but not limited to, (i) the Registration Statement (as defined below) has become effective; (ii) the approval of the Altimeter and the Grab shareholders of the transactions contemplated in the Business Combination Agreement and the other transaction proposals has been obtained; (iii) PubCo shall have received proceeds from the PIPE Financing (as defined below) and under the Sponsor Subscription Agreement in an amount equal to at least $2.5 billion; (iv) PubCo’s listing application with NASDAQ is approved; (v) the accuracy of representations and warranties to various standards, from flat to material adverse effect; (vi) material compliance with pre-closing covenants; (vii) the bring-down to closing of a representation that no material adverse effect has occurred (both for Altimeter and Grab); (viii) the absence of a legal prohibition on consummating the transaction; (ix) compliance by Sponsor and Sponsor Affiliate with certain provisions in the Subscription Agreements and Sponsor Support Agreement (each as defined below) and (x) the delivery of customary certificates and ancillary agreements.

Termination

The Business Combination Agreement may be terminated under customary and limited circumstances prior to the Closing of the Business Combination, including, but not limited to: (i) by mutual written consent of Altimeter and Grab, (ii) by Altimeter if the representations and warranties of Grab are not true and correct at the standards specified in the Business Combination Agreement or if Grab fails to perform any covenant or agreement set forth in the Business Combination Agreement such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iii) by Grab if the representations and warranties of Altimeter are not true and correct at the standards specified in the Business Combination Agreement or if any of Altimeter, Altimeter Growth Holdings (“Sponsor”) or Altimeter Partner Fund, L.P. (“Sponsor Affiliate”)  fails to perform any covenant or agreement set forth in the Business Combination Agreement such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iv) by either Altimeter or Grab if the Business Combination is not consummated by the date that is 270 days after the date of the Business Combination, (v) by either Altimeter or Grab if there is a law in effect or a final, non-appealable order prohibiting the Business Combination, (vi) by either Altimeter or Grab if the Acquisition Merger is not consummated within 15 Business Days of the Initial Merger and (vii) by either Altimeter or Grab if the shareholder approval of the transactions contemplated in the Business Combination Agreement and the other transaction proposals has not been obtained following Altimeter’s shareholder meeting.

PIPE Financing (Private Placement)

Concurrently with the execution of the Business Combination Agreement, PubCo and Altimeter entered into subscription agreements (the “Subscription Agreements”) with certain investors. Pursuant to the Subscription Agreements and the Forward Purchase Agreements (as defined below), each investor agreed to subscribe for and purchase, and PubCo agreed to issue and sell to such investors an aggregate of 404,000,000 Class A ordinary shares for a purchase price of $10.00 per share, for aggregate gross proceeds of $4,040,000,000 (the “PIPE Financing”).

Concurrently with the execution of the Business Combination Agreement, Altimeter, Sponsor Affiliate and PubCo entered into a backstop subscription agreement (the “Backstop Subscription Agreement”), pursuant to which, among other things, Sponsor Affiliate will agree to backstop SPAC Share Redemptions (as defined in the Business Combination Agreement), and to the extent such backstop is required will agree to subscribe for and purchase that number of PubCo Class A ordinary shares to be determined in accordance with the terms of the Backstop Subscription Agreement.

The foregoing descriptions of the Subscription Agreements, the Backstop Subscription Agreement and the PIPE Financing are subject to and qualified in its entirety by reference to the full text of the form of Subscription Agreements, a copies of which is attached hereto as Exhibit 10.1 and Exhibit 10.2 and attached as Exhibit B to Exhibit 2.1 hereto.

Grab Voting, Support and Lock-Up Agreements

Concurrently with the execution of the Business Combination Agreement, Altimeter, PubCo, Grab and certain of the shareholders of Grab entered into customary voting support and lock-up agreements (the “Grab Voting Support and Lock-Up Agreements”), pursuant to which certain shareholders who hold an aggregate of at least 67% of the outstanding Grab voting shares have agreed, among other things: (a) to appear for purposes of constituting a quorum at any meeting of the shareholders of Grab 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 and (c) to vote against any proposals that would materially impede the transactions contemplated by the Business Combination Agreement or any other transaction proposal, and (d) to not sell or transfer any of their shares.

The foregoing description of the Grab Voting Support and Lock-Up Agreements is subject to and qualified in its entirety by reference to the full text of the Grab Voting Support and Lock-Up Agreements, copies of which is attached as Exhibit 10.3, Exhibit 10.4 and Exhibit 10.5 hereto.

Altimeter Sponsor Support and Lock-Up Agreement

Concurrently with the execution of the Business Combination Agreement, Altimeter, Sponsor, PubCo and Grab entered into a customary voting support agreement (the “Sponsor Support Agreement”), pursuant to which Sponsor has agreed to, among other things: (a) not to form a group to vote against any directors nominated by Grab, (b) to appear for purposes of constituting a quorum at any meeting of the shareholders of Altimeter called to seek approval of the consummation of transactions contemplated in the Business Combination Agreement and the 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, (e) to not redeem any common stock held by Sponsor, (f) not to amend the that certain letter agreement by and between Altimeter and Sponsor dated as of September 30, 2020, and (g) not to transfer any common stock or warrants held by Sponsor.

The foregoing description of the Sponsor Support Agreement is subject to and qualified in its entirety by reference to the full text of the Sponsor Support Agreement, a copy of which is attached as Exhibit 10.6 hereto.

Amended and Restated Registration Rights Agreement

Concurrently with the execution of the Business Combination Agreement, Altimeter, PubCo, Sponsor and certain holders of  and optionholders of Grab (the “Grab Holders”) will enter into an amended and restated registration rights agreement (the “Registration Rights Agreement”), to be effective upon closing pursuant to which, among other things, PubCo will agree to undertake certain resale shelf registration obligations in accordance with the U.S. Securities Act of 1933, as amended (the “Securities Act”) and Sponsor and Grab Holders have been granted customary demand and piggyback registration rights.

The foregoing description of the Registration Rights Agreement is subject to and qualified in its entirety by reference to the full text of the form of the Amended and Restated Registration Rights Agreement, a copy of which is attached as Exhibit 10.7 hereto.

Assignment, Assumption and Amendment Agreement

Concurrently with the execution of the Business Combination Agreement, Altimeter, Altimeter, PubCo and Continental Stock Transfer & Trust Company (“Continental”) entered into an amendment (the “Assignment, Assumption and Amendment Agreement”) to that certain warrant agreement, dated September 30, 2020, by and between Altimeter and Continental (“Existing Warrant Agreement”), to be effective upon closing pursuant to which, among other things, Altimeter will agree to assign all of its right, title and interest in the Existing Warrant Agreement to PubCo.

The foregoing description of the Assignment, Assumption and Amendment Agreement is subject to and qualified in its entirety by reference to the full text of the form of the Assignment, Assumption and Amendment Agreement, a copy of which is attached as Exhibit 10.8 hereto.

Amended and Restated Forward Purchase Agreement

Concurrently with the execution of the Business Combination Agreement, Altimeter, PubCo and Sponsor Affiliate entered into an amendment and restatement (the “Amended and Restated Sponsor Affiliate Forward Purchase Agreement”) of that certain forward purchase agreement, dated September 16, 2020, by and between Altimeter and Sponsor Affiliate, pursuant to which, among other things, Sponsor Affiliate has agreed to purchase units consisting of 17,500,000 PubCo Class A ordinary shares and 3,500,000 PubCo warrants for an aggregate price equal to $175,000,000 immediately prior to the closing.

Concurrently with the execution of the Business Combination Agreement, Altimeter, PubCo and JS Capital LLC (“JS”) entered into an amendment and restatement (and together with the Amended and Restated Sponsor Affiliate Forward Purchase Agreement the  “Forward Purchase Agreements”) of that certain forward purchase agreement, dated September 16, 2020, by and between Altimeter and JS, pursuant to which, among other things, JS has agreed to purchase units consisting of 2,500,000 PubCo Class A ordinary shares and 500,000 PubCo warrants for an aggregate price equal to $25,000,000 immediately prior to the closing.

The foregoing description of the Amended and Restated Forward Purchase Agreements is subject to and qualified in its entirety by reference to the full text of the form of the Amended and Restated Forward Purchase Agreements, copies of which is attached as Exhibit 10.9 and Exhibit 10.10 hereto.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The shares of PubCo Class A Ordinary Shares to be offered and sold in connection with the PIPE Financing, the Backstop Subscription Agreement and the Forward Purchase Agreements (and, in the case of the Forward Purchase Agreements only, the PubCo warrants) have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) thereof.

Item 7.01 Regulation FD Disclosure.

On April 13, 2021, Grab and Altimeter issued a press release (the “Press Release”) announcing the transactions. The Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Attached as Exhibit 99.3 and incorporated herein by reference is the investor presentation dated April, 2021, for use by Grab and Altimeter in meetings with certain of its shareholders as well as other persons with respect to the Business Combination, as described in this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2, Exhibit 99.3, Exhibit 99.4, Exhibit 99.5, Exhibit 99.6, Exhibit 99.7, Exhibit 99.8 and Exhibit 99.9 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Altimeter under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit 99.1, Exhibit 99.2, Exhibit 99.3, Exhibit 99.4, Exhibit 99.5, Exhibit 99.6, Exhibit 99.7, Exhibit 99.8 and Exhibit 99.9.

Forward-Looking Statements

This Current Report on Form 8-K, including the description of the transactions, agreements, and other information contained herein and the exhibits hereto (collectively, this “communication”) includes “forward-looking statements” within the meaning of the federal securities laws with respect to the proposed Business Combination, and also contains certain financial forecasts and projections. All statements other than statements of historical fact contained in this communication, including, but not limited to, statements as to future results of operations and financial position, planned products and services, business strategy and plans, objectives of management for future operations of Grab, market size and growth opportunities, competitive position, technological and market trends and the potential benefits and expectations related to the terms and timing of the proposed Business Combination, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” or other similar expressions. All forward-looking statements are based upon estimates and forecasts and reflect the views, assumptions, expectations, and opinions of Altimeter and Grab, which are all subject to change due to various factors including, without limitation, changes in general economic conditions as a result of COVID-19. Any such estimates, assumptions, expectations, forecasts, views or opinions, whether or not identified in this communication, should be regarded as indicative, preliminary and for illustrative purposes only and should not be relied upon as being necessarily indicative of future results.

The forward-looking statements and financial forecasts and projections contained in this communication are subject to a number of factors, risks and uncertainties. Potential risks and uncertainties that could cause the actual results to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, changes in domestic and foreign business, market, financial, political and legal conditions; the timing and structure of the Business Combination; changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations; the inability of the parties to successfully or timely consummate the Business Combination, the PIPE Financing and the other transactions in connection therewith, including as a result of the COVID-19 pandemic or the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Business Combination or that the approval of the shareholders of Altimeter or Grab is not obtained; the risk that the business combination disrupts current plans and operations of Altimeter or Grab as a result of the announcement and consummation of the Business Combination; the ability of Grab to grow and manage growth profitably and retain its key employees including its chief executive officer and executive team; the inability to obtain or maintain the listing of the post-acquisition company’s securities on Nasdaq following the Business Combination; failure to realize the anticipated benefits of Business Combination; risk relating to the uncertainty of the projected financial information with respect to Grab; the amount of redemption requests made by Altimeter’s shareholders and the amount of funds available in the Altimeter trust account; the overall level of demand for Grab’s services; general economic conditions and other factors affecting Grab’s business; Grab’s ability to implement its business strategy; Grab’s ability to manage expenses; changes in applicable laws and governmental regulation and the impact of such changes on Grab’s business, Grab’s exposure to litigation claims and other loss contingencies; the risks associated with negative press or reputational harm; disruptions and other impacts to Grab’s business, as a result of the COVID-19 pandemic and government actions and restrictive measures implemented in response; Grab’s ability to protect patents, trademarks and other intellectual property rights; any breaches of, or interruptions in, Grab’s technology infrastructure; changes in tax laws and liabilities; and changes in legal, regulatory, political and economic risks and the impact of such changes on Grab’s business. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of PubCo’s registration statement on Form F-4, the proxy statement/consent solicitation statement/prospectus discussed below, Altimeter’s Quarterly Report on Form 10-Q and other documents filed by PubCo or Altimeter from time to time with the U.S. Securities and Exchange Commission (the “SEC”). These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. In addition, there may be additional risks that neither Altimeter nor Grab presently know, or that Altimeter or Grab currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. Forward-looking statements reflect Altimeter’s and Grab’s expectations, plans, projections or forecasts of future events and view. If any of the risks materialize or Altimeter’s or Grab’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.

Forward-looking statements speak only as of the date they are made. Altimeter and Grab anticipate that subsequent events and developments may cause their assessments to change. However, while PubCo, Altimeter and Grab may elect to update these forward-looking statements at some point in the future, PubCo, Altimeter and Grab specifically disclaim any obligation to do so, except as required by law. The inclusion of any statement in this document does not constitute an admission by Grab nor Altimeter or any other person that the events or circumstances described in such statement are material. These forward-looking statements should not be relied upon as representing Altimeter’s or Grab’s assessments as of any date subsequent to the date of this document. Accordingly, undue reliance should not be placed upon the forward-looking statements. In addition, the analyses of Grab and Altimeter contained herein are not, and do not purport to be, appraisals of the securities, assets or business of the Grab, Altimeter or any other entity.

Important Information About the Proposed Transactions and Where to Find It

This communication relates to a proposed Business Combination between Grab and Altimeter. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The proposed Business Combination will be submitted to shareholders of Altimeter for their consideration.

PubCo intends to file a registration statement on Form F-4 (the “Registration Statement”) with the SEC which will include preliminary and definitive proxy statements to be distributed to Altimeter’s shareholders in connection with Altimeter’s solicitation for proxies for the vote by Altimeter’s shareholders in connection with the proposed Business Combination and other matters as described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to Grab’s shareholders in connection with the completion of the proposed Business Combination. Altimeter and PubCo also will file other documents regarding the proposed Business Combination with the SEC.

After the Registration Statement has been filed and declared effective, Altimeter will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the proposed Business Combination. This communication is not a substitute for the Registration Statement, the definitive proxy statement/prospectus or any other document that Altimeter will send to its shareholders in connection with the Business Combination. Altimeter’s shareholders and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus, in connection with Altimeter’s solicitation of proxies for its special meeting of shareholders to be held to approve, among other things, the proposed transactions, because these documents will contain important information about Altimeter, PubCo, Grab and the proposed Business Combination. Shareholders and investors may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC regarding the proposed transactions and other documents filed with the SEC by Altimeter, without charge, at the SEC’s website located at www.sec.gov or by directing a request to Altimeter. The information contained on, or that may be accessed through, the websites referenced in this document is not incorporated by reference into, and is not a part of, this document.

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Participants in the Solicitation

Altimeter, PubCo and Grab and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from Altimeter’s shareholders in connection with the proposed transactions. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Altimeter’s shareholders in connection with the proposed transactions will be set forth in PubCo’s proxy statement/prospectus when it is filed with the SEC. You can find more information about Altimeter’s directors and executive officers in Altimeter’s final prospectus filed with the SEC on September 30, 2020. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.

No Offer or Solicitation

This communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed Business Combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
 
Exhibit
Number
Description
2.1†
Business Combination Agreement, dated as of April 12, 2021, by and among Altimeter Growth Corp., J1 Holdings Limited, J2 Holdings Limited, J3 Holdings Limited and Grab Holdings Inc.
10.1
Sponsor Subscription Agreement, dated as of April 12, 2021, by and among Altimeter Growth Corp., J1 Holdings Limited and Altimeter Partners Fund.
10.2
Backstop Subscription Agreement, dated as of April 12, 2021, by and among Altimeter Growth Corp., J1 Holdings Limited and Altimeter Partners Fund.
10.3
Voting, Support and Lock-Up Agreement and Deed No. 1, dated as of April 12, 2021, Altimeter Growth Corp., J1 Holdings Limited, Grab, and the other parties named therein.
10.4
Voting, Support and Lock-Up Agreement and Deed No. 2, dated as of April 12, 2021, Altimeter Growth Corp., J1 Holdings Limited, Grab, and the other parties named therein.
10.5
Voting and Support Agreement and Deed No. 3, dated as of April 12, 2021, Altimeter Growth Corp., J1 Holdings Limited, Grab, and the other parties named therein.
10.6
Sponsor Support and Lock-Up Agreement and Deed, dated as of April 12, 2021, by and among Altimeter, Altimeter Growth Holdings, J1 Holdings Limited and Grab.
10.7
Amended and Restated Registration Rights Agreement, dated as of April 12, 2021, by and among Altimeter Growth Corp., Altimeter Growth Holdings, J1 Holdings Limited and the undersigned parties listed as “Investors” thereto.
10.8
Assignment, Assumption and Amendment Agreement, dated April 12, 2021, between Continental Stock Transfer & Trust Company and Altimeter Growth Corp.
10.9
Amended and Restated Forward Purchase Agreement, dated April 12, 2021, by and between Altimeter Growth Corp., Altimeter Partners Fund, L.P. and J1 Holdings Limited.
10.10
Amended and Restated Forward Purchase Agreement, dated April 12, 2021, by and between Altimeter Growth Corp., JS Capital LLC and J1 Holdings Limited
10.11
Shareholder Deed, dated April 12, 2021, by and among J1 Holdings Inc., Altimeter Growth Holdings, Grab Holdings Inc., Anthony Tan Ping Yeow and the other parties named therein.
99.1
Press Release, dated April 13, 2021.
Investor Presentation (Full Version), dated April 2021.
Investor Presentation (Webcast Version), dated April 2021.
Investor Webcast Transcript.
Grab Corporate Film Transcript, dated April 13, 2021.
Grab Corporate Video Transcript, dated April 13, 2021.
Grab Product Video Transcript, April 13, 2021.
Transcript of Altimeter Introduction Video.
The Grab Way.
Infographics.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated: April 13, 2021
   
 
ALTIMETER GROWTH CORP.
     
 
By:
/s/ Hab Siam
 
Name:
Hab Siam
 
Title:
General Counsel




Exhibit 99.2
 Working File:https://drive.google.com/drive/u/0/folders/1xMRWmQg2IxJ1KvW0nG9UsJnbQzqygSwq 
 

 Disclaimer      2  This Presentation has been prepared by Grab Holdings Inc. (the “Company”) and Altimeter Growth Corporation (the “SPAC”) in connection with a potential business combination involving the Company and the SPAC (the “Transaction”) and is preliminary in nature and solely for information and discussion purposes and must not be relied upon for any other purpose. The “Presentation” that follows shall mean and include the slides that follow, the oral presentation of the slides by members of the Company or the SPAC or any person on their behalf, the question-and-answer session that follows that oral presentation, copies of this document and any materials distributed at, or in connection with, that Presentation. By participating in the meeting, or by reading the Presentation slides, you will be deemed to have (i) agreed to the following limitations and notifications and made the following undertakings and (ii) acknowledged that you understand the legal and regulatory sanctions attached to the misuse, disclosure or improper circulation of this Presentation. This Presentation is being delivered on a confidential basis. Neither this Presentation nor any of its contents may be disclosed or used for any purposes other than information and discussion purposes without the prior written consent of the Company. You agree that you will not copy, reproduce or distribute this Presentation, in whole or in part, to other persons or entities at any time without the prior written consent of the Company.This Presentation does not constitute an offer or invitation for the sale or purchase of the securities, assets or business described herein or a commitment of the Company or the SPAC with respect to any of the foregoing, and this Presentation shall not form the basis of any contract. The Company and the SPAC expressly reserve the right, at any time and in any respect, to amend or terminate this process, to terminate discussions with any or all potential investors, to accept or reject any proposals and to negotiate with, or cease negotiations with, any party regarding a transaction involving the Company and the SPAC.If the Transaction is pursued, the SPAC will be required to file a proxy statement/prospectus on Form F-4 relating to the business combination and other relevant documents with the U.S. Securities and Exchange Commission (“SEC”). You are urged to read the proxy statement/prospectus and any other relevant documents filed with the SEC when they become available because, among other things, they will contain updates to the financial, industry and other information herein as well as important information about the SPAC, the Company and their contemplated Transaction. This Presentation does not purport to contain all information that may be required or relevant to an evaluation of the Transaction, and you will be responsible for conducting any investigations and analysis that it deems appropriate and for seeking independent advice as to the legal, tax, accounting, financial, credit and other related advice with respect to the Transaction. The Company and the SPAC reserve the right to amend or replace this Presentation at any time but none of the Company or the SPAC, their respective subsidiaries, affiliates, legal advisors or financial advisors shall have any obligation to update or supplement any content set forth in this Presentation or otherwise provide any additional information to you in connection with the Transaction should circumstances, management's estimates or opinions change or any information provided in this Presentation become inaccurate.This Presentation contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange act of 1934, as amended, and also contains certain financial forecasts and projections. All statements other than statements of historical fact contained in this Presentation, including statements as to future results of operations and financial position, planned products and services, business strategy and plans, objectives of management for future operations of the Company, market size and growth opportunities, competitive position and technological and market trends, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” or other similar expressions. All forward-looking statements are based upon estimates and forecasts and reflect the views, assumptions, expectations, and opinions of the Company and the SPAC as of the date of this Presentation, and may include, without limitation, changes in general economic conditions as a result of COVID-19, all of which are accordingly subject to change. Any such estimates, assumptions, expectations, forecasts, views or opinions set forth in this Presentation should be regarded as indicative, preliminary and for illustrative purposes only and should not be relied upon as being necessarily indicative of future results.  2 
 

 Disclaimer (Cont’d)      2  The forward-looking statements and financial forecasts and projections contained in this Presentation are subject to a number of factors, risks and uncertainties, some of which are not currently known to us. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the proxy statement/prospectus on Form F-4 relating to the business combination, which is expected to be filed with the SEC, and other documents filed from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Moreover, the Company operates in a very competitive and rapidly changing environment, and new risks may emerge from time to time. It is not possible to predict all risks, nor assess the impact of all factors on the Company’s business or the extent to which any factor, or combination of factors, may cause the Company’s actual results, performance or financial condition to be materially different from the expectations of future results, performance of financial condition. In addition, the analyses of the Company and the SPAC contained herein are not, and do not purport to be, appraisals of the securities, assets or business of the Company, the SPAC or any other entity. This Presentation also contains information, estimates and other statistical data derived from third party sources (including Euromonitor), including research, surveys or studies, some of which are preliminary drafts, conducted by third parties, information provided by customers and/or industry or general publications. Such information involves a number of assumptions and limitations and due to the nature of the techniques and methodologies used in market research, Euromonitor cannot guarantee the accuracy of such information. You are cautioned not to give undue weight on such estimates. The Company and the SPAC have not independently verified such third party information, and make no representation as to the accuracy of, such third party information. The 2018 and 2019 historical financial data included in this Presentation has been derived based on the Company’s 2018 and 2019 audited financial statements, which were prepared in accordance with International Financial Reporting Standards, or IFRS, and are subject to an update based on an ongoing audit in accordance with PCAOB standards. The 2020 historical financial data included in this Presentation has been derived based on the Company’s management accounts prepared in accordance with IFRS and is subject to an ongoing PCAOB audit completion. In addition, the Company’s quarterly financial data included in this Presentation is based on financial data derived from the Company’s management accounts that have not been reviewed or audited and are subject to further review and updates. This Presentation also includes references to non-IFRS financial measures. Such non-IFRS measures should be considered only as supplemental to, and not as superior to, financial measures prepared in accordance with IFRS. For example, Adjusted Net Revenue is a non-IFRS financial measure, which adjusts the Company’s net revenue by adding back excess incentives. Excess incentives occur when payments made to driver/merchant partners exceed the Company’s revenue received from such driver/merchant partners (excess incentives are calculated on a monthly basis for each country and not on a driver-by-driver basis). See Appendix for an explanation of how the Company calculates Adjusted Net Revenue from net revenue. Contribution Profit (Loss) is also a non-IFRS financial measure, defined as Adjusted Net Revenue less direct costs (adjusted net revenue less subsidies, financial services costs, rewards costs and other direct costs) and sales and marketing expense. The Company uses Contribution Profit (Loss) to evaluate its operating performance and trends. The Company believes that Contribution Profit (Loss) is a useful indicator of its profitability. See Appendix for an explanation of how Contribution Profit (Loss) is calculated from Adjusted Net Revenue. This Presentation also includes “Pre-InterCo” data that does not reflect elimination of intra-group transactions, which means such data includes earnings and other amounts from transactions between entities within the Company group that are eliminated upon consolidation. Such data differs materially from the corresponding figures post-elimination of intra-group transactions. See Appendix for a reconciliation. Additionally, to the extent that forward-looking non-IFRS financial measures are provided, they are presented on a non-IFRS basis without reconciliations of such forward-looking non-IFRS measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation.Neither the Company and the SPAC nor any of their respective directors, officers, employees, advisors, representatives or agents make any representation or warranty of any kind, express or implied, as to the value that may be realized in connection with the Transaction, the legal, regulatory, tax, financial, accounting or other effects of a Transaction or the accuracy or completeness of the information contained in this Presentation, and none of them shall have any liability based on or arising from, in whole or in part, any information contained in, or omitted from, this Presentation or for any other written or oral communication transmitted to any person or entity in the course of its evaluation of the Transaction. Only those representations and warranties that are expressly made by the Company or the SPAC in a definitive written agreement with respect to the Transaction, if executed, and subject to the limitations and restrictions specified therein, shall have any legal effect.  3 
 

 DRIVING SOUTHEAST ASIA FORWARDA letter from Anthony and Hooi Ling, our co-founders      Back in business school where we met, we both took a class called “Business at the Base of the Pyramid”. We were greatly inspired by the many examples of double bottom line companies - those dedicated to delivering profit and social impact at the same time. This sparked in us a dream of building a company that would sustainably be a force for good for Southeast Asia, the place we call home. Back then, you wouldn’t have felt great about your family members taking a taxi alone in many cities around the region. The simple act of going somewhere could be a safety risk. When Hooi Ling was a consultant in the early days of her career, she would call her friends or family on her mobile phone for a sense of security, while taking taxi rides home late at night. Likewise, as we spent time with our community of drivers, we saw a group of everyday entrepreneurs simply trying to make an honest living with the skills and resources they had. They had hopes and dreams like you and I, but often didn’t have access to other income opportunities, and sometimes even struggled to put food on the table. The nexus of both the passenger and driver needs gave rise to the idea behind the business that became Grab in 2012. Safe and efficient mobility provides freedom, and we wanted to revolutionize transportation all across the region to enable our friends, family, and communities to enjoy this freedom, while enabling drivers to improve their income and productivity. As we digitally enabled drivers by equipping them with smartphones (for many of them, their first), brought them online with data plans, helped them set up bank accounts (also a first for many), and provided them a platform that made their job safer and more efficient, their response was tremendous. A former construction and odd jobs laborer in Indonesia recounted how he had been forced to scavenge on the streets because of how unstable his income was. He shared how he didn’t have a bank account until he signed up to drive with Grab. Earning with Grab eventually enabled him to buy a house for his family. A lady from Singapore, diagnosed with cerebral palsy, had been unemployed for many years because of her condition. She only started earning a regular income when she began delivering with Grab.A bakery worker in Malaysia shared how she has been hearing impaired since she was born, and told us that driving for Grab part-time enabled her to earn a living and be independent, which she felt is a rare achievement in the hearing impaired community. A single mother from Vietnam told us how being a GrabCar driver enabled her to support her daughter through college and even pay for her wedding. Many others shared how our platform not only increased their income, but enabled them to earn a living in a way that better supported their life choices and aspirations, be it to spend more time with family, be their own boss, or to give them the flexibility to pursue multiple interests. These and the many other stories of how our partners’ lives have changed for the better are what keep us going every single day. They also led us to replicate our partnership approach to help millions of merchants transition to a digital economy, leveraging our large consumer base, deliveries capabilities, and financial services solutions. We see this as more than just helping our partners make an income. We see this as true economic empowerment and making a positive change in their lives. When people have the opportunity to participate in the broader economy, it drives progress and fulfilment not only for themselves, but also for their loved ones and those they employ. This is why at Grab, our mission is to drive Southeast Asia forward by creating economic empowerment for everyone. 
 

 DRIVING SOUTHEAST ASIA FORWARDA letter from Anthony and Hooi Ling, our co-founders (cont’d)      Southeast Asia’s leading everyday everything appToday, we have grown into Southeast Asia’s leading superapp, based on GMV according to Euromonitor. We operate in over 400 cities in eight countries across the region, and serve 25 million monthly transacting users, over five million registered driver partners, over two million registered merchant partners, and more than two million registered GrabKios agents in Indonesia through our platform. We are the regional leader by GMV in our core segments of mobility, food deliveries and digital wallet payments. Depending on the country, we offer consumers over 15 hyperlocal services including ride-hailing, food, grocery and parcel delivery, mobile payments, micro-insurance, and telemedicine, all delivered via a single app personalized for each user. The Promise of Southeast AsiaWe operate in a region with some of the most attractive opportunities globally. Southeast Asia is still only in the early stages of online disruption. According to Euromonitor, online food delivery penetration in 2020 was just 11% compared with 21% in the U.S. and China (based on the percentage of total consumer food service ordered online, including online ordering for dine-in and takeaway). Additionally, according to Euromonitor, on-demand mobility penetration in 2020 was only 3% compared with 15% in China and 5% in the U.S. (based on the percentage of total consumer expenditure on ride-hailing out of consumer expenditure on buses, coaches and taxis, and operation of personal transport equipment). Roughly six in every ten adults in the region are either unbanked or underbanked, and the vast majority of commerce continues to be cash-based according to Euromonitor. Yet the region has a young population of approximately 670 million, around half of which is under the age of 30 years according to Euromonitor. Southeast Asia is rapidly developing, and we believe its future has never been brighter. There is a tremendous amount of headroom to grow, and Euromonitor estimates our addressable market to be over $180 billion by 2025, consisting of online food delivery, ride-hailing, and digital wallet markets. Our AspirationsNine years on from when we started, we are more optimistic than ever before. We have built an integrated ecosystem of services, seen as essential to the daily lives of our consumers. Our technology and operational platform is benefiting from years of sweat and investment. Our business continues to grow at scale while progressing towards profitability, and we believe our market opportunity continues to get bigger and bigger. We have proven our ability to operate with financial discipline, and we possess a strong balance sheet, supported by our successful $2 billion debt raise earlier this year. But most importantly, we are making steady progress towards the dream we set out to achieve - that is, building a sustainable double bottom line business that empowers and uplifts millions of Southeast Asians, every single day. Looking ahead, we hope to deepen and widen our impact on economic empowerment even further, by building the lowest cost delivery and distribution network for anything consumers might want, whether it’s services or products; and reinventing mobile payments, financial services and banking to further accelerate the growth of the digital economy here in Southeast Asia. This transaction in going public is an important milestone for us, and we are thrilled to welcome Altimeter and our group of top-tier shareholders to the Grab family. But we see it as just that - a single step in a much longer journey. It’s still Day 1 for us. While our business has evolved and our aspirations have grown, in our hearts remain the same conviction that has fueled us from the start - that through technology and our core principles of “Heart, Hunger, Honor and Humility”, we can deliver lasting impact to the hundreds of millions of people who call Southeast Asia home. We’re truly appreciative of this opportunity to go public, and would liken it to a strong gust of wind beneath our sails - providing us with the opportunity to accelerate our growth and make a difference in the region. We invite you to join us on our journey of driving Southeast Asia forward.Anthony Tan and Hooi Ling TanCo-founders, Grab 
 

 6  Transaction overview  Issuer  Altimeter Growth Corp. (Nasdaq: AGC)  PIPE Size  $4.04B  Price  $10.00 per common share  Valuation   $30.36B (Enterprise Value1)$39.55B (Equity Value2)  Anchor Order  $0.75B from Altimeter Capital Management and affiliates  Backstop   $500M of Trust Proceeds from Altimeter Capital Management and affiliates  Use Of Proceeds  Growth capital   Target Closing  July 2021  On pre-money basisOn post-money basis 
 

 7  Altimeter overview – Grab’s long term partner  +  ~$16B  Total Firm AUM  ~$12B  Total Private Capital Managed  ~79%  Net IRR (VC)  Entrepreneur led firm dedicated to helping founders innovate and change the world Leading mid-stage silicon valley, growth VC brandLeading late-stage, crossover investorDeep public capital market relationshipsExtensive experience in direct listings, IPOs, and SPACs  Altimeter’s long term commitment  3 year lock-up on sponsor promote shares  Up to $1.2B PIPE investment from Altimeter Capital  Disclosures: Returns and AUM are estimated as of Dec 31, 2020. Total Firm AUM, Total Private Capital Managed, and Net IRR values Snowflake at its closing price on Dec 31, 2020 plus an illiquidity discount. The information on this page represents selected investments for illustrative purposes only and does not constitute an exhaustive list of Altimeter’s past and current investments. These returns were not generated by AGC, but instead by affiliates of AGC’s sponsor. And these returns were generated for different entities, with different beneficial owners, and with different investment strategies. In any case, past performance does not indicate, predict, or guarantee future performance. 
 

   01.  Overview of Grab  02.  Key Investment Highlights  03.  Financial Highlights  04.  Appendix 
 

   How we started 
 

   Drive Southeast Asia forward by creatingeconomic empowerment for everyone  BUILD MARKETPLACES THAT ENABLE EVERYDAY ENTREPRENEURS TO THRIVE  Provide delightful experiences that encourage consumers to do business with everyday entrepreneurs. Offer high value.   ENSURE THE SUSTAINABILITY OF OUR MISSION  Learn how to help everyday entrepreneurs continuously reinvent themselves. Ensure our own longevity.   OUR MISSION  HOW CAN WE MAKE A DIFFERENCE?  10 
 

   Drive Southeast Asia forward by creatingeconomic empowerment for everyone  OUR MISSION  To serve our communities and each other   HEART  Achieving our mission requires grit and drive   Kaizen, in big and small ways.Build on ground truths.  HUNGER  Trust in Grab makes our mission possible  Act with integrity. Build trust. Steward resources wisely.  HONOUR  Acknowledging that we are all a work-in-progress   Learn from every experience.Seek first to understand, then to be understood.Debate, align, execute.  HUMILITY  4 H PRINCIPLES – HOW WE STAY ON MISSION  4  11  Consumer first.OneGrab.Leaders coach, serve, and inspire. 
 

 Our journey so far  12  2020  2014  2015  2016  2018  2019                                          2017  2012  2013  Mobility  Deliveries  Financial Services  Enterprise and Others   Country Expansion  Singapore  Philippines  Thailand  Indonesia  Vietnam  Myanmar  Cambodia  Malaysia  Acquisition of Uber's business in Southeast Asia  Launch of Grab’s first service – GrabTaxi  Selected for digital banking license in Singapore  Key Milestones  >$5B GMV  >$1B GMV  > $10B GMV >$1B Adj. Net Revenue   Product Expansion  GrabExpress  GrabShare  GrabPay  GrabAds  GrabDefence  GrabInvest  GrabMart  GrabKitchen  GrabInsure  GrabFinance  GrabFood  GrabBike  GrabCar  Note: Adjusted Net Revenue is a non-IFRS financial measure, which adjusts our net revenue by adding back excess incentives. Excess incentives occur when payments made to driver/merchant partners exceed Grab’s revenue received from such driver/merchant partners (excess incentives are calculated on a monthly basis for each country and not on a driver-by-driver basis). See Appendix for an explanation of how we calculate Adjusted Net Revenue from net revenue. Our net revenue on which our Adjusted Net Revenue is based is subject to an ongoing PCAOB audit. 
 

 #1 Superapp in Southeast Asia  13          Digital Advertising  Deliveries  Insurance  PayLater  Invest          Digital Wallet & GrabPay Card    Alternative to traditional advertising mediums including prints, television, billboards, classifieds   Displace cash transactions    Alternative to traditional dining options including home-cooked food and dine-in restaurants  Financial Services    Health  Hotels  Bill Payment  More    Mobility  Alternative to traditional modes of transport including trains, buses and private cars  Express  Ride on the wave of e-commerce with parcel delivery services  Incumbents  Incumbents  Remittance    Incumbents  Incumbents  Loans    Incumbents 
 

   Everyday Everything App deeply integrated into consumers’ lives  14 
 

 Our scale and leadership in Southeast Asia        GMV in 2020  $12.5B  Adjusted Net Revenue in 2020  $1.6B  Transactions completed in 2020  1.9B    Deliveries1, Mobility and Financial Services2 by GMV  #1          Monthly Transacting Users2 as of Dec 2020  25M  Cities in 8 countries  400+  Registered Driver Partners as ofDec 2020  5M+  Merchant Partners and 2M+ GrabKios Agentsas of Dec 2020  2M  15  Source: Euromonitor for category positionNote: Our 2020 net revenue on which Adjusted Net Revenue is based is subject to an ongoing PCAOB auditAdjusted Net Revenue is a non-IFRS financial measure, which adjusts our net revenue by adding back excess incentives. Excess incentives occur when payments made to driver/merchant partners exceed Grab’s revenue received from such driver/merchant partners (excess incentives are calculated on a monthly basis for each country and not on a driver-by-driver basis). See Appendix for an explanation of how we calculate Adjusted Net Revenue from net revenueCategory position is based on 2020 ride hailing and online food delivery GMV and digital wallet payments TPVOnline food delivery category positionDigital wallet payments category positionMonthly Transacting Users (“MTUs”) is defined as monthly number of unique users who transact via Grab’s products, where transact means to have successfully paid for any of our products 
 

 Strong top-line growth despite COVID-19  16    Adjusted Net Revenue ($M)          Mobility  Deliveries  Financial Services & Others  CAGR: 133 %  Adjusted Net Revenue as % of GMV  5%  Take rate1 expansion: 3x  14%  Note: Quarterly financial statistics are based on management accounts that have not been reviewed or audited and are subject to further review and updatesTake rate is calculated as Adjusted Net Revenue / GMV 
 

 Creating Economic Empowerment for Everyone 
 

 190250199  017779  010480    02.  Key Investment Highlights  01.  Overview of Grab  03.  Financial Highlights  04.  Appendix 
 

 Key investment highlights  19  Massive underpenetrated opportunity  World-class management and shareholders  Proprietary and differentiated technology  Hyperlocal approach  Deeply integrated Superapp ecosystem  Category leadership at scale 
 

 20  Southeast Asia is one of the most attractive digital economies in the world    Underpinned by MSMEsand Informal Economy  >180M  Informal workers  $3.0T  68%  Smartphone Penetration4  Large Market with Strong Growth  Digital and Mobile Native  7%  2020 - 2025E GDP3 CAGR  2020 GDP  >35%  MSME contribution to GDP  670M  Population  70M  Micro, Small & Medium Enterprises (MSMEs)  8 hrs  Time per day spent using internet1,2(Global average: 6 hrs 43 mins)  50%  Population under 30  Market opportunity  Hyperlocalization  Technology  Team  Superapp ecosystem  Category leadership  Source: Euromonitor unless otherwise specifiedDigital in 2020 Yearbook; Average amount of time that internet users aged 16 to 64 spend using the internet each day on any deviceAverage of Singapore, Malaysia, Indonesia, Philippines, Thailand and VietnamRepresents Nominal GDP growthPercentage of households having at least one smartphone 
 

 Large addressable Southeast Asia market opportunity  21  Payments Volume ($)  GMV ($)  GMV ($)  Large unbanked and underbanked populationPoor financial services infrastructure  Expensive private vehicle ownership Rapid urbanization fueling the need for efficient transportation  Accelerating structural shift post COVIDGrowing importance of digitization for merchants  Digital Wallet Payments  Online Food Delivery  Ride-Hailing  2020      2025E$171BConsumer Foodservice Value  $28B  2025E  2020      2025E$235BConsumer Expenditure on Land Mobility  $19B  2025E  2020      2025E$1,356BCash Transaction Value  $138B  2025E  Online Food Delivery market  Ride-Hailing market  Digital Wallet market    $9B  Market opportunity  Hyperlocalization  Technology  Team  Superapp ecosystem  Category leadership  Source: Euromonitor    $4B    $39B 
 

 22  Southeast Asia is still in the early innings of online disruption        Digital financial services promotingfinancial inclusion  Online food delivery providing convenience  On-demand mobility addressing the infrastructure gap  % 2020 electronic transactions (volume)      % 2020 banked population (age >15)  % 2020 online penetration2    % 2020 online penetration1    SE Asia  China  USA  SE Asia  China  USA  SE Asia  China  USA  Market opportunity  Hyperlocalization  Technology  Team  Superapp ecosystem  Category leadership  Source: EuromonitorNote: SE Asia statistics on this page refer to Indonesia, Malaysia, Philippines, Singapore, Thailand and VietnamBased on % of total consumer foodservice that is ordered online (including online ordering for dine-in and takeaway)Based on % of total consumer expenditure on ride-hailing out of consumer expenditure on buses, coaches and taxis, and operation of personal transport equipment 
 

 Grab is the category leader with growth and profitability at scale across segments  23  Market opportunity  Hyperlocalization  Technology  Team  Superapp ecosystem  Category leadership  Deliveries  $3.2B 2020 GMV  $5.5B 2020 GMV  $8.9B 2020 TPV1  Scale  Growth  37% 2020 – 2022E GMV growth  203% 2018 - 2020 GMV CAGR  102% 2018 – 2020 TPV CAGR  Mobility  Financial Services  Profitability2  11% EBITDA % of GMV in 4Q20  30% Long Term EBITDA % of Adj. Net Revenue  2H21Target EBITDA Breakeven Year  Note: Scale, Growth, Profitability metrics by segment are pre-interco. Quarterly financial statistics are based on management accounts that have not been reviewed or audited and are subject to further review and updatesIncludes on-Grab and off-Grab transactionsRefers to segment EBITDA prior to regional costs 
 

 Category leadership in Southeast Asia in terms of presence, scale and diversity   24    Years of operation    Category position1    Diversified business model across 8 countries with no single country contributing > 35% of Adj. Net Revenue  MobilityLargest last-mile transportation network  8          DeliveriesLargest delivery platform  3          Financial ServicesHave access to payments licenses in 6 core markets  3          1  1                                                                                                                                                                                                    IndonesiaSince 2014  SingaporeSince 2013  PhilippinesSince 2013  MalaysiaSince 2012  MyanmarSince 2017  VietnamSince 2014  ThailandSince 2013   CambodiaSince 2017        Market opportunity  Hyperlocalization  Technology  Team  Superapp ecosystem  Category leadership  3  1  Source: Euromonitor for category positionSoutheast Asia refers to Indonesia, Malaysia, Singapore, Thailand, Philippines and Vietnam only. Category position is based on 2020 ride hailing and online food delivery GMV and digital wallet payments TPVOnline food delivery category positionDigital wallet payments category position  2 
 

   25  Highly synergistic ecosystem designed to maximize usage and lower cost of service  Underpinned by proprietary technology and financial infrastructure    More Driver Partners    More Merchant Partners    More Consumers      More spending  More services and ease of access  More orders  Moreincome  More rides /deliveries / services  Higher earnings  Deep data-driven insights  Market opportunity  Hyperlocalization  Technology  Team  Superapp ecosystem  Category leadership 
 

 26  Deep integration strengthens our Superapp ecosystem  Micro-insurance products leveraging our Mobility and Financial Services businesses  Lending solutions leveraging proprietary driver earnings data and our Financial Services business  Ads, lending and other solutions leveraging our Deliveries, Financial Services and Enterprise businesses  Merchant partners  Consumers  Driver partners  Market opportunity  Hyperlocalization  Technology  Team  Superapp ecosystem  Category leadership 
 

 27  Consumers are increasingly engaged within our Superapp ecosystem        5x increase  1 service  2 services  ≥3 services    2 services  3 services  >3 services  Users are using more services  … which increases retention rates      1-yr retention rate for all users active in Dec 19  % Monthly Transacting Users split by number of services  Market opportunity  Hyperlocalization  Technology  Team  Superapp ecosystem  Category leadership 
 

 28  Bigger and faster spend by our consumers  GMV per user 1 by cohort, indexed to year 1 – including 2020  2016 Cohort  2017 Cohort  2018 Cohort  2019 Cohort  Year 1    1.00x    1.00x    1.00x    1.00x  Year 2    1.41x    1.49x    1.62x    1.45x  Year 3    1.93x    2.19x    2.06x  Year 4    2.75x    2.78x  Year 5    3.63x  Cohort GMV growth in 2020 despite COVID impact  Represents for Mobility and Deliveries, excluding non-consumer services such as GrabRentals and GrabKios  Market opportunity  Hyperlocalization  Technology  Team  Superapp ecosystem  Category leadership 
 

 29  Cross vertical synergies accelerating growth and underpinning competitive edge  57%  Integrated platform lowers our marketing spend…  1Q20 GrabFood MTUs that are also Mobility MTUs  59%  … and optimizes drivers’ time  4Q20 GrabFood two-wheel drivers that are also Mobility drivers2  39%  4Q20 merchants that are both GrabFood and Financial Services merchants1    4Q18  4Q19  4Q20  …demonstrated by decreasing S&M3 %  % of Adj. Net Revenue  Note: Quarterly financial statistics are based on management accounts that have not been reviewed or audited and are subject to further review and updatesBased on Malaysia onboarded merchant baseBased on Indonesia, Vietnam and Thailand driver baseSales & Marketing defined as our consumer retention, consumer acquisition and general direct marketing costs, and is subject to an ongoing PCAOB audit  Market opportunity  Hyperlocalization  Technology  Team  Superapp ecosystem  Category leadership 
 

 30  Our hyperlocal approach to outserve our consumers and partners    Hyperlocal Execution  Enabling local experiences to serve the diversity and richness of 8 countries    Longstanding Government Relationships  Regular and transparent dialogues with local government agencies to navigate each market’s unique complexities    Strategic Local Partnerships  Landmark partnerships with leading local corporates across various sectors  2019 – Grab Thailand and Cambodia launched GrabTukTuk, an iconic three-wheeled motor transport option in the region which provides safety, convenience and flexibility  Since 2015 – GrabFood Malaysia and Singapore runs the #GrabDurian campaign every year, serving up the King of Fruits to the delight of consumers, merchants and driver partners   2020 – GrabPay appointed by the Malaysia’s Ministry of Finance (MoF) as one of the official partners of the ePENJANA initiative to disperse RM50 ePENJANA credits to around 15 million Malaysians  2021 – Grab Indonesia partnered with local government to establish Covid-19 drive-through vaccination service across Indonesia in support of the nation’s vaccination drive  Market opportunity  Hyperlocalization  Technology  Team  Superapp ecosystem  Category leadership 
 

 31  Localized Superapp for each of our markets  Singapore  Indonesia  Malaysia  Thailand  Market opportunity  Hyperlocalization  Technology  Team  Superapp ecosystem  Category leadership 
 

   32  Strong core technology and AI allows us to build a trusted and customized platform   300  AI & data science workforce  8  R&D centers  40 Terabytes    Data generated daily  25M    Cumulative POI1  Market opportunity  Hyperlocalization  Technology  Team  Superapp ecosystem  Category leadership  Natural Language ProcessingBridging communication gap  Trust and SafetyCreate most trusted platform in SEA  Mapping OptimizationPredicting real time traffic and arrival times  Marketplace OptimizationPredictive AI catering to individual needs  85%Predictive Search Accuracy (Food)1  82% POI Predictive Search Accuracy1  86% ETA Accuracy (Transport)1   <0.2%Fraud LossRate2  Predictive AI Recommendations  Driver Facial Recognition  Collecting Real Time Data  Predictive AI Recommendations  Move your head up and down   Burger  In Feb 2021Fraud loss rate for Mobility, GrabFood, Express and Payments as at Dec 2020 
 

 33  Founders-led team with a deep bench    Peter OeyChief Financial Officer  Anthony TanCEO & Co-Founder  Ming MaaPresident  Neneng GoenadiCountry Managing Director at Grab Indonesia  Adelene Foo Head of Merchants and GrabExpress  Mike Truong Head of Product  Demi YuHead of Deliveries  Russell CohenGroup Managing Director Operations and Head of Mobility  Chin Yin OngChief People Officer  Hooi-Ling TanCo-Founder  Suthen ThomasCTO – Deliveries  Reuben LaiHead of Financial Services  Vikas AgrawalCTO – Financial Services  Market opportunity  Hyperlocalization  Technology  Team  Superapp ecosystem  Category leadership 
 

 34  World-class, blue-chip shareholder base    Market opportunity  Hyperlocalization  Technology  Team  Superapp ecosystem  Category leadership                            Series F$790MSep 2016  Series A$5M Apr 2014  May 2014Series B$16M  Series C$54MOct 2014  Dec 2014Series D$250M  Series D-1$20MMay 2015  Aug 2016Series E$335M  Uber acquisitionMar 2018  Jul 2017Series G>$2.0B  Series H$6.2B1  Founders  Includes $400M of committed capital  
 

 Creating economic empowerment for everyone  35 
 

 27  03.  Financial Highlights    03.  FinancialHighlights  01.  Overview of Grab  02.  Key Investment Highlights  04.  Appendix 
 

   Growing topline  GMV ($B)  Adj. Net Revenue ($B)    +40% CAGR    +96% CAGR  +42% CAGR  % GMV  7%  8%  13%  14%  13%  13%  Actual  Projected  Actual  Projected  37  Note: Our 2018, 2019 and 2020 net revenue on which Adjusted Net Revenue is based is subject to an ongoing PCAOB auditAdjusted Net Revenue is a non-IFRS financial measure, which adjusts our net revenue by adding back excess incentives. Excess incentives occur when payments made to driver/merchant partners exceed Grab’s revenue received from such driver/merchant partners (excess incentives are calculated on a monthly basis for each country and not on a driver-by-driver basis). See Appendix for an explanation of how we calculate Adjusted Net Revenue from net revenue 
 

 Improving profitability  Contribution Profit1 ($B)    Actual  Projected  38  % Adj. Net Revenue      7%  21%  30%  37%  (118%)  (156)%  EBITDA2 ($B)    % Adj. Net Revenue      (52%)  (25%)  (5%)  10%  (220%)  (317)%  Actual  Projected  Mobility segment EBITDA positive since 4Q 2019  Note: Our 2018, 2019 and 2020 net revenue on which Adjusted Net Revenue is based is subject to an ongoing PCAOB auditContribution Profit (Loss) is a non-IFRS financial measure, defined as Adjusted Net Revenue less direct costs (adjusted net revenue less subsidies, financial services costs, rewards costs and other direct costs) and sales and marketing expense (marketing costs and acquisition costs). We use Contribution Profit (Loss) to evaluate our operating performance and trends. We believe that Contribution Profit (Loss) is a useful indicator of our profitabilityPost regional costs 
 

 39  Deliveries is growing rapidly       +39% CAGR  +203% CAGR  Adj. Net Revenue (Pre-InterCo) as % GMV  GMV (Pre-InterCo) ($B)  Segment EBITDA1 (Pre-InterCo)as % Adj. Net Revenue    Actual  Projected  Actual  Projected  Actual  Projected  Take rate improvement to reach steady state  Note: The segment GMV, Adjusted Net Revenue and EBITDA figures shown here are "Pre-InterCo" data, which means such data includes earnings and other amounts from transactions between entities within the group that are eliminated upon consolidation. These figures differ materially from actual segment GMV, Adjusted Net Revenue and EBITDA. See Appendix for a reconciliation. Investors should not place undue reliance on such data. Our 2018, 2019 and 2020 net revenue on which Adjusted Net Revenue is based is subject to an ongoing PCAOB auditPrior to regional costs 
 

 40  Mobility is EBITDA positive at scale    +35% CAGR      Actual  Projected  Actual  Projected  Actual  Projected  Take rate improvement to reach steady state  GMV (Pre-InterCo) ($B)  Segment EBITDA1 (Pre-InterCo)as % GMV  Note: The segment GMV, Adjusted Net Revenue and EBITDA figures shown here are "Pre-InterCo" data, which means such data includes earnings and other amounts from transactions between entities within the group that are eliminated upon consolidation. These figures differ materially from actual segment GMV, Adjusted Net Revenue and EBITDA. See Appendix for a reconciliation. Investors should not place undue reliance on such data. Our 2018, 2019 and 2020 net revenue on which Adjusted Net Revenue is based is subject to an ongoing PCAOB auditPrior to regional costs  Adj. Net Revenue (Pre-InterCo) as % GMV 
 

 Financial Services offer a wide range of products and services  41  Singapore  Malaysia  Thailand  Philippines  Vietnam  Indonesia  Insurance  Wealth  Through a co-lending arrangement  Lending  Payments & Rewards  E-wallet  ✔  ✔  ✔  ✔  ✔  ✔  Rewards program  ✔  ✔  ✔  ✔  ✔  ✔  GrabPay Mastercard  ✔  -  ✔  -  -  -  PayLater  ✔  ✔  ✔  -  -  ✔  Smartphone financing  ✔  ✔  ✔  ✔  ✔  -  Driver cash loan / incentive advance  -  ✔  ✔  ✔1  ✔1  -  Merchant working capital loan   ✔  ✔  ✔  ✔  In progress  ✔  Merchant invoice financing  ✔  ✔  In progress  ✔  -  ✔  Driver insurance  ✔  ✔  In progress  In progress  ✔  ✔  Consumer insurance  ✔  ✔  ✔  ✔  ✔  ✔  Cash management  ✔   -  -  -  -  ✔ 
 

 42  Financial Services is expanding and diversifying     Adj. Net Revenue (Pre-InterCo) ($M)    +23% CAGR  TPV (Pre-InterCo) ($B)  19.1  0.5   2.2  +29% CAGR  +102% CAGR  7.8  8.9  11.0  14.6   off-Grab TPV   on-Grab TPV  GrabPayRewardsRemittance  Payments  Digibank  LoansDepositsBanking services  Financial Services   Lending  Insurance  Wealth  AutoAccident Travel  Cash loanPurchase financingUnsecured loan  Money market fundIndex fundRobo-advisory  Actual  Projected  Actual  Projected   Non-payments   Payments  630  439  376  342  359  90  Note: Our 2018, 2019 and 2020 net revenue on which Adjusted Net Revenue is based is subject to an ongoing PCAOB audit 
 

 Key investment highlights  43  Massive underpenetrated opportunity  World-class management and shareholders  Proprietary and differentiated technology  Hyperlocal approach  Deeply integrated Superapp ecosystem  Category leadership at scale 
 

   44  03.  Financial Highlights    04.  Appendix  01.  Overview of Grab  02.  Key Investment Highlights  03.  Financial Highlights 
 

 45  GrabPay helps reinforce our Superapp flywheel  1.8x  GrabPay users are using more services…  Average # of use cases per user1  2.2x  …spending more on our platform and  12-month retention rate2  2.2x  TPV per user (US$)1  …have higher retention rates than cash users  As of Dec 2020For the Dec 2019 cohort 
 

 46  Transaction structure summary   Sources ($M)    SPAC Cash in Trust1  500  PIPE + FPA  4,040  Grab Equity Rollover  34,260  Total Sources  38,800  Uses ($M)    Cash to Balance Sheet  4,390  Grab Equity Rollover  34,260  Est. Transaction Expenses  150  Total Uses  38,800  Pro Forma Valuation ($M)    PF Shares Outstanding (M)2  3,955  Share Price ($)  10.00  PF Equity Value  39,552  (+) PF Net Debt / (Cash)3  (8,287)  PF Enterprise Value   31,265  2022E Adj. Net Revenue  3,268   PF EV / 2022E Adj. Net Revenue  9.6x  Pro Forma Ownership Split    Existing Grab Shareholders  87.7%4  PIPE + FPA Investors  10.2%  SPAC Investors  1.3%  GrabForGood Fund  0.5%  SPAC Founder Shares  0.3%  Total  100%  Note: Excludes impact of 10M warrants held by public, 4M warrants held by forward purchase agreement participants (Altimeter Hedge Fund and JS Capital) and 12M warrants held by the sponsor. All warrants have a strike price of $11.50 per common shareSPAC sponsor has the ability to replace up to $500M of potential redemptions from the cash in trust. Excludes interest earned in the trust. SPAC cash amount subject to change depending on the actual interest earned in the trustComprises ~3,469M shares to existing Grab shareholders (on fully-diluted basis; includes ~43M of shares issued pursuant to an IPO grant), 404M PIPE + FPA shares, 50M existing SPAC public common shares, 20M shares issued for the GrabForGood Fund and 12.5M SPAC founder shares Includes $400M of committed funding and $322M in estimated tax benefitsIncludes ~43M shares issued pursuant to an IPO grant 
 

 47  Transaction Structure - Step 1: SPAC Merger  SPAC(Cayman)  SPACSecurity holders    PubCo(Cayman)    Merger  PubCo stock, warrants  Target Merger Sub(Cayman)    SPAC Merger Sub(Cayman)      New Cayman ListCo (“PubCo”), SPAC Merger Sub and Target Merger Sub are formedPubCo obtains listing approvalSPAC Merger Sub merges into SPAC (with SPAC Merger Sub surviving) Outstanding SPAC stock and warrants cancelled in exchange for PubCo stock and warrants 
 

 48  Transaction Structure - Step 2: Target Merger and PIPE Investment  PIPE investors purchase PubCo sharesTarget Merger Sub merges into Target, with Target survivingOutstanding Target stock cancelled in exchange for PubCo stock    PubCo(Cayman)  SPACShareholders    Target(Cayman)  TargetShareholders    Target Merger Sub(Cayman)  Merger  PubCo shares    SPAC Merger Sub(Cayman)    PIPEInvestors    Cash   
 

 49  PubCo(Cayman)  SPACShareholders    Target(Cayman)  TargetShareholders      PIPEInvestors    SPAC Merger Sub(Cayman)      Transaction Structure: Resulting Structure 
 

 50  Cap table      Ordinary shares beneficially owned immediately prior to closing of the business combination1        Ordinary shares beneficially owned immediately after closing of the business combination1,2            Pre-closing ordinaryshare equivalents  % oftotalordinaryshares  % ofvotingpower    Class A ordinary shares  Class B ordinary shares  % of totalordinaryshares  % of votingPower3  Directors and Executive Officers                    Anthony Tan Ping Yeow    63,611,1004  2.6%  2.6%    -  122,882,3115  2.2%5  60.4%5  Tan Hooi Ling    19,608,169  0.8%  0.8%    -  25,555,1076   -6   -6  Ming-Hokng Maa    11,067,055  0.4%  0.4%    -  14,423,5697   -7   -7  Peter Oey    *  *  *    *  -  *  *  Chin Yin Ong    *  *  *    *  -  *  *  All Directors and Executive Officers as a Group    94,957,762  3.8%  3.8%    875,079  122,882,311  3.3%  60.4%                             Principal Shareholders                    SoftBank Vision Fund8    536,469,904  21.7%  21.7%    699,175,218   -  18.6%   7.6%   Uber    411,192,808  16.6%  16.6%    535,902,982   -  14.3%   5.8%   Didi Chuxing    214,975,611  8.7%  8.7%    280,175,307   -  7.5%   3.1%   Toyota Motor Corp    171,033,526  6.9%  6.9%    222,906,079   -  5.9%   2.4%   Note: * Less than 1%In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares that the person has the right to acquire within 60 days are included, including through the exercise of any option or other right or the conversion of any other security. However, these shares are not included in the computation of the percentage ownership of any other person. Shares shown immediately prior to closing of the Business Combination reflect pre-closing equity grants to Mr. Tan, Ms. Ling and Mr. Maa of, respectively, 13,000,000, 6,500,000 and 5,400,000 pre-closing ordinary share equivalents. Shares shown immediately after closing of the Business Combination reflect the conversion rate of the pre-closing ordinary share equivalents in the Business Combination. Information with respect to after the closing of the Business Combination is based on the assumptions described in slide 44, titled “Transaction structure summary”, of the Grab Investor Presentation April 2021.For each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all Class A and Class B ordinary shares as a single class. In respect of matters requiring a shareholder vote, each Class A ordinary share will be entitled to one vote and each Class B ordinary share will be entitled to 45 votes. Each Class B ordinary share will be convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares will not be convertible into Class B ordinary shares under any circumstances.Includes 14,425,710 pre-closing ordinary share equivalents held by Hibiscus Worldwide Ltd., a Cayman limited company (“Hibiscus”). Pursuant to the voting trust agreement (the “Voting Trust Agreement”), dated December 4, 2015, among Hibiscus, the Company and Mr. Tan, Mr. Tan has sole voting power over all of the shares held by Hibiscus and accordingly he is deemed to beneficially own these shares.Consists of the 64,102,768 Class B ordinary shares to be beneficially owned by Mr. Tan; 18,800,867 Class B ordinary shares to be held by Hibiscus and deemed beneficially owned by Mr. Tan pursuant to the Voting Trust Agreement; 25,555,107 Class B ordinary shares to be held by Ms. Ling and deemed beneficially owned by Mr. Tan pursuant to the Shareholders Deed (as defined below); and 14,423,569 Class B ordinary shares to be held by Mr. Maa and deemed beneficially owned by Mr. Tan pursuant to the Shareholders’ Deed. The Class B ordinary shares held by Ms. Ling and Mr. Maa will be deemed beneficially owned by Mr. Tan pursuant to a shareholders’ deed (the “Shareholders’ Deed”) to be entered into concurrently with the business combination agreement, irrevocably appointing Mr. Tan as attorney-in-fact and proxy to vote all of their Class B ordinary shares.Pursuant to the Shareholders Deed, these shares will be voted solely, and deemed beneficially owned, by Mr. Tan.Pursuant to the Shareholders Deed, these shares will be voted solely, and deemed beneficially owned, by Mr. Tan. Includes $400 million in committed funding from Softbank Vision Fund.  
 

 51  ($M)               Pre-money enterprise value            30,363         Grab’s existing EV to equity value bridge      3,8971  Pre-money equity value            34,260         Gross primary proceeds      4,540          PIPE size      4,040          SPAC cash in trust2      500         Sponsor promote      125         IPO Grant      427        GrabForGood Fund      200  PF post-money equity value            39,552                PF EV to equity value bridge            8,287       Grab’s existing EV to equity value bridge        3,897       Net primary proceeds        4,390        Gross proceeds        4,540        Estimated transaction expense        (150)  PF enterprise value            31,265                Price per share ($)            10.00                Other metrics (M shares)                GrabForGood fund share commitment3           20    IPO Grant          33    Total Grab shares (fully diluted)          2,629                 Exchange ratio            1.30              Share price            (M)             $10.00   $11.50   $12.50   $15.00   $17.50   $18.00   Shares outstanding at merger close                              Existing Grab Shareholders (rollover)      3,426.0   3,426.0   3,426.0   3,426.0   3,426.0   3,426.0         PIPE investor shares (including Sponsor co-investment)      404.0   404.0   404.0   404.0   404.0   404.0         SPAC investor shares      50.0   50.0   50.0   50.0   50.0   50.0         Sponsor promote shares      12.5   12.5   12.5   12.5   12.5   12.5         New IPO grant      42.7   42.7   42.7   42.7   42.7   42.7         GrabForGood fund shares      20.0   20.0   20.0   20.0   20.0   20.0   Total shares outstanding at merger close            3,955.2   3,955.2   3,955.2   3,955.2   3,955.2   3,955.2                           Warrants (based on Treasury Stock Method)                          Sponsor warrants          12.0   12.0   12.0   12.0   12.0   12.0     SPAC investors warrants          10.0   10.0   10.0   10.0   10.0   10.0     FPA investors’ warrants          4.0   4.0   4.0   4.0   4.0   4.0                             Net shares issued against sponsor warrants          -   -   1.0   2.8   4.1   4.3     Net shares issued against SPAC warrants          -  -  0.8   2.3   3.4   3.6     Net shares issued against FPA investors’ warrants          -   -   0.3   0.9   1.4   1.4   Total net shares issued pursuant to warrants            -   -   2.1   6.1   8.9   9.4                           Total diluted shares outstanding             3,955.2   3,955.2   3,957.3   3,961.3   3,964.1   3,964.6                           PF ownership split (%)                            Sponsor promote + warrants        0.3%   0.3%   0.3%   0.4%   0.4%   0.4%       SPAC investors + warrants        1.3%   1.3%   1.3%   1.3%   1.3%   1.4%       FPA investors’ warrants        0.0%   0.0%   0.0%   0.0%   0.0%   0.0%       PIPE investors (including sponsor co-investment)        10.2%   10.2%   10.2%   10.2%   10.2%   10.2%       Existing Grab shareholders        86.6%   86.6%   86.6%   86.5%   86.4%   86.4%       IPO grant        1.1%   1.1%   1.1%   1.1%   1.1%   1.1%       GrabForGood fund        0.5%   0.5%   0.5%   0.5%   0.5%   0.5%   Total            100.0%   100.0%   100.0%   100.0%   100.0%   100.0%   Cap table analysis at various prices  Note: As of March 31, 2021; Indicative (i.e PIPE size and valuation metrics subject to finalisation) and subject to final update prior to signing; An existing JV partner in a Grab subsidiary has the option to swap its shares in the Grab subsidiary into the listco which could result in additional 42,146,630 listco shares issued, approximately 6 months from listing; An existing JV partner in another Grab subsidiary has the option to swap its shares in the Grab subsidiary into the listco which could result in additional 79,302,487 listco shares issued, approximately 3 years from now; Excludes shares reserved for the new ESOP / ESPP plansIncludes $400M of committed funding and $322M in estimated tax benefitsSPAC sponsor has the ability to replace up to $500M of potential redemptions from the cash in trust. Excludes interest earned in the trust. SPAC cash amount subject to change depending on the actual interest earned in the trustShares committed by Grab to fund GrabForGood fund 
 

 52  Key Terms - Staged Lock-Up Release Plan  Excludes Sponsor promote shares, IPO grants, GrabForGood fund and shares reserved under the new ESOP / ESPPMembers of management who have not exercised vested options or settled RSUs prior to closing will not be able to exercise or settle such options or RSUs, respectively, until Form S-8 is filed which is expected to occur 60 days after closingIncludes PIPE shares at $34.3B pre-money equity value for a $4.04B PIPE, which will be registered ~30 to 75 days after listingFor any 5 trading days within the 10 consecutive trading day period preceding such earnings release or for any 5 trading days within any 10 consecutive trading day period after such earnings releaseRemaining 1.9% relating to the Sponsor promote, IPO grants and GrabForGood fund   D = Listing Day  Price Threshold  Mgmt2  Top 5 GHI  Top 70%(exc. Top 5)  Other GHI + Employees  SPAC  PIPE3  %TSO        2.3%  47.7%  12.4%  24.2%  1.3%  10.2%  Released  Cumulative  Day 1(D - 19 July)  n.a.   -  -  30%(3.7% TSO)  100%(24.2% TSO)  100%(1.3% TSO)  -  29.2%  29.2%  PIPE registration(D+ ~30 to 75)  n.a.  -  -  -  -  -  100%(10.2% TSO)  10.1%  39.4%  5 days after2Q results(D+50-60)  >$12.504  50%(1.2% TSO)  50%(23.9% TSO)  35%(4.3% TSO)  -  -  -  29.4%  68.7%  180 days after(D+180)  n.a.  50%(1.2% TSO)  50%(23.9% TSO)  35%(4.3% TSO)  -  -  -  29.4%  98.1%5  % Post-Transaction Fully Diluted Total Shares Outstanding (TSO)1 
 

 53  2020–2022 Revenue CAGR  43%  27%  65%  64%  44%  20%  2020–2023 Revenue CAGR  42%  27%  52%  49%  42%  21%  Growth adjustedenterprise value / revenue1   2022E multiple   2023E multiple  Peer 2022E average: 0.23xPeer 2023E average: 0.17x      Enterprise value / revenue      Attractively priced relative to our global peers   Peer 2022E average: 10xPeer 2023E average: 8x  2  Source: FactSet as of Mar 12, 20212022 metric defined as 2022 revenue multiple divided by 2020-2022 revenue CAGR, 2023 metric defined as 2023 revenue multiple divided by 2020-2023 revenue CAGR;Grab figures based on adjusted net revenue 
 

 54  Reconciliation from Pre-InterCo to Post-InterCo GMV              Actuals      Projections      ($B)             2018  2019  2020  2021  2022  2023  Deliveries                                Pre-InterCo    0.6   2.9   5.5   7.5   10.6   14.7           InterCo adj.    0.0   0.0   0.0   0.0   0.0   0.0           Post-InterCo    0.6   2.9   5.5   7.5   10.6   14.7                           Mobility                              Pre-InterCo      4.6   5.7   3.2   4.2   6.1   7.9         InterCo adj.      0.0   (0.0)  (0.0)  (0.0)  (0.0)  (0.0)        Post-InterCo      4.6   5.7   3.2   4.2   6.1   7.9                           Financial Services                            Pre-InterCo        2.2   7.8   8.9   11.0   14.6   19.1       InterCo adj.        (1.7)  (4.2)  (5.1)  (6.0)  (6.8)  (7.7)      Post-InterCo        0.5   3.6   3.8   4.9   7.8   11.3                           Enterprise & Others                            Pre-InterCo        0.00   0.01   0.03   0.1   0.2   0.3       InterCo adj.        0.00   0.00  0.00  0.0  0.0  0.0      Post-InterCo        0.00   0.01   0.03   0.1   0.2   0.3                           Consolidated                          Pre-InterCo          7.4   16.4   17.6   22.8   31.5   42.0     InterCo adj.          (1.7)  (4.2)  (5.1)  (6.0)  (6.8)  (7.7)    Post-InterCo          5.7   12.2   12.5   16.7   24.7   34.2   Note: These figures are presented to show segment and consolidated metrics (a) before elimination of intra-group transactions, which means such data includes earnings and other amounts from transactions between entities within the group that are eliminated upon consolidation and (b) after elimination of intra-group transactions, which is the basis on which our consolidated financial data is prepared. 
 

 55  Reconciliation from Pre-InterCo to Post-InterCo Adj. Net Revenue               Actuals      Projections      ($B)             2018  2019  2020  2021  2022  2023  Deliveries                                Pre-InterCo    0.0   0.2   0.8   1.2   1.6   2.2           InterCo adj.    (0.0)  (0.0)  (0.0)  (0.0)  0.0   0.0           Post-InterCo    0.0   0.2   0.8   1.2   1.6   2.2                           Mobility                              Pre-InterCo      0.4   0.6   0.5   0.8   1.2   1.6         InterCo adj.      (0.0)  (0.0)  (0.0)  (0.0)  (0.0)  (0.0)        Post-InterCo      0.4   0.6   0.5   0.8   1.2   1.6                           Financial Services                            Pre-InterCo        0.1   0.4   0.3   0.4   0.4   0.6       InterCo adj.        (0.1)  (0.1)  (0.1)  (0.1)  (0.2)  (0.2)      Post-InterCo        0.0   0.2   0.2   0.2   0.3   0.4                           Enterprise & Others                            Pre-InterCo        0.00   0.01   0.03   0.1   0.2   0.3       InterCo adj.        0.00   0.00  0.00  0.0   0.0   0.0       Post-InterCo        0.00   0.01   0.03   0.1   0.2   0.3                           Consolidated                          Pre-InterCo          0.5   1.2   1.7   2.5   3.4   4.7     InterCo adj.          (0.1)  (0.1)  (0.1)  (0.1)  (0.2)  (0.2)    Post-InterCo          0.4   1.0   1.6   2.3   3.3   4.5   Note: These figures are presented to show segment and consolidated metrics (a) before elimination of intra-group transactions, which means such data includes earnings and other amounts from transactions between entities within the group that are eliminated upon consolidation and (b) after elimination of intra-group transactions, which is the basis on which our consolidated financial data is prepared. 
 

 56  Reconciliation from Pre-InterCo to Post-InterCo EBITDA              Actuals      Projections      ($B)             2018  2019  2020  2021  2022  2023  Deliveries                                Pre-InterCo    (0.2)  (0.8)  (0.3)  (0.0)  0.1   0.3           InterCo adj.    (0.0)  0.0   0.1   0.1   0.1   0.1           Post-InterCo    (0.2)  (0.8)  (0.2)  0.1   0.2   0.5                           Mobility                              Pre-InterCo      (0.5)  (0.2)  0.3   0.5   0.7   1.0         InterCo adj.      0.1   0.0   0.1   0.0   0.1   0.1         Post-InterCo      (0.4)  (0.2)  0.3   0.5   0.8   1.0                           Financial Services                            Pre-InterCo        (0.2)  (0.5)  (0.2)  (0.3)  (0.3)  (0.1)      InterCo adj.        (0.0)  (0.0)  (0.2)  (0.1)  (0.2)  (0.2)      Post-InterCo        (0.2)  (0.5)  (0.4)  (0.5)  (0.4)  (0.3)                          Enterprise & Others                            Pre-InterCo        (0.0)  (0.0)  (0.0)  0.0   0.1   0.1       InterCo adj.        0.0   0.0   0.0   0.0   0.0   0.0       Post-InterCo        (0.0)  (0.0)  (0.0)  0.0   0.1   0.1                           Regional costs            (0.5)  (0.7)  (0.6)  (0.7)  (0.8)  (0.8)                          Consolidated                          Pre-InterCo          (1.3)  (2.3)  (0.8)  (0.6)  (0.2)  0.5     InterCo adj.          0.0   0.0   (0.0)  (0.0)  0.0   (0.0)    Post-InterCo          (1.3)  (2.3)  (0.8)  (0.6)  (0.2)  0.5   Note: These figures are presented to show segment and consolidated metrics (a) before elimination of intra-group transactions, which means such data includes earnings and other amounts from transactions between entities within the group that are eliminated upon consolidation and (b) after elimination of intra-group transactions, which is the basis on which our consolidated financial data is prepared. 
 

 57  ($M)  2018  2019  2020  Comment  Gross Billing  966  1,667  1,816  Gross Billing is a measure by which the Company evaluates and manages its business. The Company defines Gross Billing as the total sum attributable to the Company from each transaction, without any adjustments for incentives paid to its customers  Drivers and Merchants Base Incentives  (550)  (633)  (223)  Base Incentives refer to the amount of incentives to driver and merchant partners up to the amount of commissions earned by Grab from those drivers and merchants   Adjusted Net Revenue  416  1,034  1,593  Gross Billing less base incentives  Drivers and Merchants Excess Incentives  (371)  (579)  (396)  Excess Incentives occur when payments made to driver/merchant partners exceed Grab’s revenue received from such driver/merchant partners (excess incentives are calculated on a monthly basis for each country and not on a driver-by-driver basis)  Net Revenue1  46  455  1,197  Adjusted Net Revenue less excess incentives  Reconciliation from Net Revenue1 to Adjusted Net Revenue  Note: Our 2018, 2019 and 2020 historical financial data are subject to an ongoing PCAOB auditNet revenue is calculated for each country by cities on a monthly basis and then aggregated 
 

 58  ($B)  2018  2019  2020  EBITDA  (1.3)  (2.3)  (0.8)  Reconciling items:            Other income / expense  0.1   -   -    Interest expense from RCPS  (0.4)  (1.1)  (1.4)   Depreciation / amortization  (0.8)  (0.7)  (0.4)  Net loss  (2.5)  (4.0)  (2.7)  Reconciliation from EBITDA to Net Loss  Note: Our 2018, 2019 and 2020 historical financial data are subject to an ongoing PCAOB audit 
 

 Post-InterCo Financials     Actuals      Projections      ($B)  2018A  2019A  2020A  2021E  2022E  2023E  Overall                    GMV - Post Inter-Co  5.7   12.2   12.5   16.7   24.7   34.2   Growth (%)     115%   2%   34%   48%   39%   MTU1 (Millions)   23   29   25   29   36   43   Growth (%)     27%   (16%)  20%   23%   19%   GMV per MTU1 ($)   249   419   511   571   684   799   Growth (%)     68%   22%   12%   20%   17%   Adjusted Net Revenue - Post Inter-Co2  0.4   1.0   1.6   2.3   3.3   4.5   Growth (%)     148%   54%   46%   40%   39%   Contribution Profit - Post Inter-Co3  (0.7)  (1.2)  0.1   0.5   1.0   1.7   % of GMV   (11%)  (10%)  1%   3%   4%   5%   EBITDA - Post Interco, Pre Regional Costs4  (0.8)  (1.6)  (0.2)  0.2   0.6   1.3   % of GMV   (14%)  (13%)  (2%)  1%   3%   4%   EBITDA - Post Interco, Post Regional Costs  (1.3)  (2.3)  (0.8)  (0.6)  (0.2)  0.5   % of GMV   (23%)  (19%)  (7%)  (3%)  (1%)  1%   Deliveries                    GMV - Post Inter-Co  0.6   2.9   5.5   7.5   10.6   14.7   Growth (%)     396%   86%   38%   42%   38%   Adjusted Net Revenue - Post Inter-Co2  0.03   0.2   0.8   1.2   1.6   2.2   Growth (%)     698%   228%   46%   39%   38%   Take Rate5 (%)   5%   8%   14%   15%   15%   15%   Contribution Profit - Post Inter-Co3  (0.1)  (0.7)  (0.0)  0.1   0.3   0.5   % of GMV   (24%)  (25%)  (1%)  2%   3%   4%   EBITDA - Post Interco  (0.2)  (0.8)  (0.2)  0.1   0.2   0.5   % of GMV   (29%)  (28%)  (3%)  1%   2%   3%   59  Note: 1. Monthly Transaction Users (“MTUs”) is defined as monthly number of unique users who transact via Grab’s products, where transact means to have successfully paid for any of our products; 2. Adjusted Net Revenue is a non-IFRS financial measure, which adjusts our net revenue by adding back excess incentives. Excess incentives occur when payments made to driver/ merchant partners exceed Grab’s revenue received from such driver/merchant partners (excess incentives are calculated on a monthly basis for each country and not on a driver-by-driver basis). Our net revenue on which our Adjusted Net Revenue is based is subject to an ongoing PCAOB audit. 3. Contribution Profit (Loss) is a non-IFRS financial measure, defined as Adjusted Net Revenue less direct costs (adjusted net revenue less subsidies, financial serviother direct costs) and sales and marketing expense (marketing costs and acquisition costs). We use Contribution Profit (Loss) to evaluate our operating performance and trends. We believe that Contribution Profit (Loss) is a useful indicator of our profitability; 4. Regional costs comprises staff ces costs, rewards costs and costs (Grab engineering teams, corporate finance team, C-suite etc.), subscription costs (such as cloud services, SMS costs, software subscription, mapping costs etc.), and other operating costs that are not allocatable to a segment. 5. Take rate for segment is calculated as Adjusted Net Revenue / GMV.  
 

 Post-InterCo Financials (Cont’d)     Actuals      Projections      ($B)  2018A  2019A  2020A  2021E  2022E  2023E  Mobility                    GMV - Post Inter-Co  4.6   5.7   3.2   4.2   6.1   7.9   Growth (%)     23%   (43%)  29%   46%   30%   Adjusted Net Revenue - Post Inter-Co  0.4   0.6   0.5   0.8   1.2   1.6   Growth (%)     56%   (2%)  55%   44%   30%   Take Rate (%)   8%   10%   17%   20%   20%   20%   Contribution Profit - Post Inter-Co  (0.4)  (0.1)  0.4   0.6   0.8   1.1   % of GMV   (8%)  (2%)  12%   14%   13%   14%   EBITDA - Post Interco  (0.4)  (0.2)  0.3   0.5   0.8   1.0   % of GMV   (9%)  (4%)  10%   13%   13%   13%   Financial Services                     off-Grab TPV  0.5   3.6   3.8   4.9   7.8   11.3   Growth (%)     666%   6%   31%   58%   45%   Adjusted Net Revenue - Post Inter-Co  0.03   0.2   0.2   0.2   0.3   0.4   Growth (%)     713%   (1%)  7%   15%   59%   Contribution Profit - Post Inter-Co  (0.2)  (0.4)  (0.2)  (0.3)  (0.2)  (0.1)  % of GMV   (33%)  (10%)  (6%)  (5%)  (3%)  (1%)  EBITDA - Post Interco  (0.2)  (0.5)  (0.4)  (0.5)  (0.4)  (0.3)  % of GMV   (49%)  (15%)  (10%)  (9%)  (5%)  (3%)  Enterprise & Others                     GMV  0.00   0.01   0.03   0.1   0.2   0.3   Growth (%)     57%   357%   251%   78%   68%   Adjusted Net Revenue  0.00   0.01   0.03   0.1   0.2   0.3   Growth (%)     383%   339%   190%   82%   73%   EBITDA  (0.00)  (0.01)  (0.00)  0.01   0.1   0.1   % of GMV   (96%)  (209%)  (3%)  10%   29%   37%   60 
 

 Pre-InterCo Financials1    Actuals      Projections      ($B)  2018A  2019A  2020A  2021E  2022E  2023E  Overall                    GMV - Pre Inter-Co  7.4   16.4   17.6   22.8   31.5   42.0   Growth (%)     121%   7%   29%   38%   33%   MTU (Million)   23   29   25   29   36   43   Growth (%)     27%   (16%)  20%   23%   19%   GMV per MTU ($)   324   563   719   777   872   979   Growth (%)     74%   28%   8%   12%   12%   Adjusted Net Revenue - Pre Inter-Co  0.5   1.2   1.7   2.5   3.4   4.7   Growth (%)     138%   47%   44%   39%   37%   Contribution Profit - Pre Inter-Co  (0.7)  (1.2)  0.1   0.5   1.0   1.7   % of GMV   (9%)  (8%)  1%   2%   3%   4%   EBITDA - Pre Interco, Pre Regional Costs  (0.8)  (1.6)  (0.2)  0.2   0.6   1.3   % of GMV   (11%)  (10%)  (1%)  1%   2%   3%   Deliveries                    GMV - Pre Inter-Co  0.6   2.9   5.5   7.5   10.6   14.7   Growth (%)     396%   86%   38%   42%   38%   Adjusted Net Revenue - Pre Inter-Co  0.04   0.2   0.8   1.2   1.6   2.2   Growth (%)     589%   227%   46%   39%   38%   Take Rate (%)   6%   8%   15%   15%   15%   15%   Contribution Profit - Pre Inter-Co  (0.1)  (0.7)  (0.2)  0.0   0.2   0.4   % of GMV   (24%)  (25%)  (3%)  0%   2%   3%   EBITDA - Pre Interco  (0.2)  (0.8)  (0.3)  (0.0)  0.1   0.3   % of GMV   (28%)  (29%)  (5%)  (0%)  1%   2%   61  Note: 1. The “Pre-Interco” data set forth in this section does not reflect elimination of intra-group transactions, which means this data includes earnings and other amounts from transactions between entities within the group that are eliminated upon consolidation. Such data differs materially from the corresponding figures post-elimination of intra-group transactions. See page 45 - 47 for a reconciliation. Investors should not place under reliance on such data.  
 

 Pre-InterCo Financials1 (Cont’d)     Actuals      Projections      ($B)  2018A  2019A  2020A  2021E  2022E  2023E  Mobility                    GMV - Pre Inter-Co  4.6   5.7   3.2   4.2   6.1   7.9   Growth (%)     23%   (43%)  29%   46%   30%   Adjusted Net Revenue - Pre Inter-Co  0.4   0.6   0.5   0.8   1.2   1.6   Growth (%)     54%   (2%)  55%   44%   30%   Take Rate (%)   8%   10%   17%   20%   20%   20%   Contribution Profit - Pre Inter-Co  (0.4)  (0.2)  0.3   0.5   0.7   1.0   % of GMV   (9%)  (3%)  10%   13%   12%   13%   EBITDA - Pre Interco  (0.5)  (0.2)  0.3   0.5   0.7   1.0   % of GMV   (11%)  (4%)  8%   12%   12%   12%   Financial Services                     TPV - Pre Inter-Co  2.2   7.8   8.9   11.0   14.6   19.1   Growth (%)     255%   15%   23%   33%   30%   Adjusted Net Revenue - Pre Inter-Co  0.1   0.4   0.3   0.4   0.4   0.6   Growth (%)     297%   (5%)  10%   17%   44%   Contribution Profit - Pre Inter-Co  (0.1)  (0.3)  (0.1)  (0.1)  (0.0)  0.1   % of GMV   (5%)  (4%)  (1%)  (1%)  (0%)  1%   EBITDA - Pre Interco  (0.2)  (0.5)  (0.2)  (0.3)  (0.3)  (0.1)  % of GMV   (8%)  (6%)  (3%)  (3%)  (2%)  (1%)  Enterprise & Others                     GMV  0.00   0.01   0.03   0.1   0.2   0.3   Growth (%)     57%   357%   251%   78%   68%   Adjusted Net Revenue  0.00   0.01   0.03   0.1   0.2   0.3   Growth (%)     383%   339%   190%   82%   73%   EBITDA  (0.00)  (0.01)  (0.00)  0.0   0.1   0.1   % of GMV   (96%)  (209%)  (3%)  10%   29%   37%   62  Note: 1. The “Pre-Interco” data set forth in this section does not reflect elimination of intra-group transactions, which means this data includes earnings and other amounts from transactions between entities within the group that are eliminated upon consolidation. Such data differs materially from the corresponding figures post-elimination of intra-group transactions. See page 45 - 47 for a reconciliation. Investors should not place under reliance on such data.  
 

 63  As of Dec 31 ($M)  2018  2019  2020  Non-current assets  2,362  1,886  1,753  Plant and equipment  405   530   397   Intangible assets and Goodwill  1,750   1,204   908   Investment in associates  23   33   17   Other investment  184   119   431           Current assets  3,308   3,193   3,788   Inventories  1   5   3   Trade and other receivables  389   449   330   Other investments, including derivatives  1,748   1,227   -  Cash and cash equivalents  1,169   1,5121  3,455           Total assets  5,670   5,079   5,541           Equity attributable to owners of the Company  (1,185)  (4,339)  (6,287)  Share capital  57   77   108   Reserves  3,007   3,586   4,004   Accumulated losses  (4,249)  (8,001)  (10,399)  Non-controlling interests  132   67   29   Total equity - deficit  (1,053)  (4,272)  (6,258)  Historical balance sheet  Note: Our 2018, 2019 and 2020 historical financial data are subject to an ongoing PCAOB auditIncludes amount of deposits / restricted cash which are subject to regulatory restrictions and therefore not available for general use within the group 
 

 64  As of Dec 31 ($M)  2018  2019  2020  Non-current liabilities  6,117   8,508   10,925   Convertible redeemable preference shares  5,847   8,256   10,726   Loan and Borrowings  162   182   155   Provisions  2   3   3   Other payables  12   16   16   Deferred tax liabilities  93   52   25           Current liabilities  606   843   874   Loan and Borrowings  88   163   96   Trade and other payables  517   677   776   Provisions  2   3   3   Current tax liabilities  0   0   0           Total liabilities  6,724   9,351   11,799   Total equity and liabilities  5,670   5,079   5,541   Historical balance sheet (cont’d)  Note: Our 2018, 2019 and 2020 historical financial data are subject to an ongoing PCAOB audit 
 

 65  For the year ended Dec 31 ($M)  2018  2019  2020  Cash flows from operating activities        Loss before income tax  (2,581)  (4,074)  (2,735)  Adjustments for:        Amortisation of intangible assets  757   591   285   Depreciation of property, plant and equipment  58   113   126   Impairment of intangible assets  -  32   0   Impairment of property, plant and equipment  -  32   58   Equity-settled share based payment  9   32   60   Finance costs  461   1,053   1,434   Net impairment loss on financial assets  6   42   8   Finance income  (56)  (76)  (52)  (Gain)/loss on disposal of property, plant and equipment  1   (0)  (0)  Loss on disposal of intangible assets  -  1   0   Other investment written off  -  5   2   Share of loss of equity-accounted investees (net of tax)  0   0   6     (1,346)  (2,250)  (809)  Changes in:         Inventories  (0)  (3)  1    Trade and other receivables  (239)  (83)  69    Trade and other payables  233   221   42   Cash used in operations  (1,353)  (2,114)  (697)  Tax paid  (3)  (7)  0   Net cash used in operating activities  (1,356)  (2,122)  (697)  Historical statement of cash flows  Note: Our 2018, 2019 and 2020 historical financial data are subject to an ongoing PCAOB audit 
 

 66  For the year ended Dec 31 (($M)  2018  2019  2020  Cash flows from investing activities        Acquisition of property, plant and equipment  (59)  (72)  (63)  Acquisition of intangible assets  (10)  (43)  (1)  Proceeds from disposal of property, plant and equipment  1   7   0   Proceeds from disposal of subsidiary without a change in control  0   -  0   Acquisition of subsidiaries, net of cash acquired  27   (22)  (2)  Acquisition of equity accounted investee  (24)  (10)  0   Net proceeds from / (acquisition of) other investments  (1,834)  579   (299)  Deposits pledged  -  (139)  0   Interest received  37   76   51   Net cash from/(used) in investing activities  (1,861)  375   (314)  Cash flows from financing activities        Proceeds from exercise of share options  18   5   7   Proceeds from borrowings  10   -  4   Repayment of borrowings  (63)  (79)  0   Payment of lease liabilities  -  (30)  (14)  Proceeds from issue of convertible redeemable preference shares  2,735   1,938   1,389   Proceeds from changes in non-controlling interest without a loss of control  214   124   329   Interest paid  (3)  (20)  (18)  Net cash from financing activities  2,910   1,938   1,697   Net increase/(decrease) in cash and cash equivalents  (306)  191   686   Cash and cash equivalents at 1 January  1,483   1,169   2,731   Effect of exchange rate fluctuations on cash held  (6)  13   38   Adjustments on initial application of IFRS 9  (1)  -  0   Cash and cash equivalents at 31 December  1,169   1,373  3,455   Historical statement of cash flows (cont’d)  Note: Our 2018, 2019 and 2020 historical financial data are subject to an ongoing PCAOB audit 
 

 67  Risk factors relating to Grab  Grab faces intense competition across the segments and markets it serves.Grab has had deficiencies in net assets and incurred net losses in each year since inception and may not be able to continue to raise sufficient capital or achieve or sustain profitability. Grab’s brand and reputation are among its most important assets and are critical to the success of its business. The COVID-19 pandemic has materially impacted Grab’s business, is still ongoing, and it or other pandemics or public health threats could adversely affect Grab’s business, financial condition, results of operations and prospects.If Grab fails to manage its growth effectively, its business, financial condition, results of operations and prospects could be materially and adversely affected.Grab’s business may not continue to grow at historical levels, which could adversely affect its prospects. Grab’s business segments are still in relatively early stages of growth, and if these segments do not continue to grow, grow slower than Grab expects, or fail to grow as large as Grab expects or achieve profitability, Grab’s business, financial condition, results of operations and prospects could be materially and adversely affected.The expansion of Grab’s financial services business may not ultimately be successful and could subject Grab to additional requirements and risks.If Grab is unable to maintain and enhance its ecosystem, Grab’s results of operations and prospects could be adversely affected.Grab’s business is subject to both geographic and business concentration risks. Improper, dangerous, illegal or otherwise inappropriate activity by Grab’s consumers or driver or merchant partners or other third parties could harm Grab’s business and reputation and expose Grab to liability. Grab’s pricing methodologies are impacted by a number of factors and ultimately may not be successful in attracting and retaining consumers and driver and merchant partners.Grab may not be able to make acquisitions or investments, or successfully integrate them into Grab’s business.Failure to safeguard the personal and business sensitive data of Grab’s consumers and driver and merchant partners, and protect Grab’s network against security breaches, could damage its reputation and brand, resulting in an adverse effect on its business and results of operations.Grab is subject to various anti-corruption laws. Grab has substantially completed an internal investigation into potential violations of certain anti-corruption laws related to its operations in one of the countries in which it operates and has voluntarily self-reported the potential violations to the U.S. Department of Justice. Although Grab does not believe the issues that were the subject of its internal investigation would result in material financial penalties, there can be no assurance that failure to comply with any such laws would not have a material adverse effect on it.The proper uninterrupted functioning of Grab’s highly complex information technology platform is essential to Grab’s business. Grab’s business depends upon the interoperability of Grab’s Superapp and platform with different devices, operating systems and third-party software that Grab does not control.  
 

 68  Risk factors relating to Grab (cont’d)  Grab relies to a large extent on third-party cloud infrastructure services providers, including Amazon Web Services and Microsoft Azure, and any disruption of or interference with Grab’s use of their services could adversely affect Grab’s business, financial condition, results of operations and prospects. Security breaches involving sensitive and confidential information could also expose Grab to liability under various laws and regulations across jurisdictions and increase the risk of litigation and governmental investigation. If Grab does not adequately protect its intellectual property rights, or if third parties claim that Grab is misappropriating the intellectual property of others, Grab may incur significant costs and its business, financial condition, results of operations and prospects may be adversely affected. Grab relies on its partnerships with financial institutions and other third parties for the payment processing infrastructure, and if these elements become unavailable or unavailable on favorable terms, Grab’s business, financial condition, results of operations and prospects could be materially and adversely affected. Unfavorable media coverage could harm Grab’s business, financial condition, results of operations and prospects.Grab relies on third-party background check providers to screen potential drivers and they may fail to provide accurate information. Grab’s company culture has contributed to its success and if Grab cannot maintain and evolve Grab’s culture as it grows, Grab’s business could be materially and adversely affected.Grab depends on talented, experienced and committed personnel, including engineers, to grow and operate Grab’s business, and if Grab is unable to recruit, train, motivate and retain qualified personnel, Grab’s business, financial condition, results of operations and prospects may be materially and adversely affected.Grab faces intense competition for highly skilled personnel, especially engineers.Grab’s business is subject to numerous legal and regulatory risks that could have an adverse impact on Grab’s business and prospects. Grab’s business is subject to extensive and evolving regulation and oversight relating to the provision of payment and financial services.If Grab’s drivers are reclassified as employees, there may be adverse business, financial, tax, legal and other consequences.Grab is exposed to fluctuations in currency exchange rates.Grab tracks certain operational metrics with internal systems and tools and do not independently verify such metrics. Certain of Grab’s operational metrics are subject to inherent challenges in measurement, and any real or perceived inaccuracies in such metrics may adversely affect Grab’s business and reputation.Industry data, projections and estimates contained in this proxy statement/prospectus are inherently uncertain and subject to interpretation. Accordingly, you should not place undue reliance on such information. 
 

 69  Risk factors relating to Grab (cont’d)  Grab’s business depends heavily on insurance coverage provided by third parties, and Grab is subject to the risk that this may be insufficient or that insurance providers may be unable to meet their obligations. Grab has incurred a significant amount of debt and may in the future incur additional indebtedness. Grab’s payment obligations under such indebtedness may limit the funds available to us, and the terms of Grab’s debt agreements may restrict its flexibility in operating its business. Increases in fuel, food, labor, energy, and other costs could adversely affect Grab.An increase in the use of credit and debit cards may result in lower growth or a decline in the use of Grab’s e- wallet services.Grab’s reported results of operations may be adversely affected by changes in accounting principles.Changes in, or failure to comply with, competition laws could adversely affect Grab.Adverse litigation judgments or settlements resulting from legal proceedings in which Grab may be involved could expose Grab to monetary damages or limit the ability to operate its business.Grab allows consumers to pay for services using cash, which raises numerous regulatory, operational, and safety concerns. If Grab does not successfully manage those concerns, Grab could become subject to adverse regulatory actions and suffer reputational harm or other adverse financial and accounting consequences. Grab may be affected by governmental economic and trade sanctions laws and regulations that apply to Myanmar. Grab in certain jurisdictions is subject to restrictions on foreign ownership.Grab is subject to risks associated with operating in the rapidly evolving Southeast Asia, and Grab is therefore exposed to various risks inherent in operating and investing in the region. Grab’s revenue and net income may be materially and adversely affected by any economic slowdown or developments in the social, political, regulatory and economic environments in any regions of Southeast Asia as well as globally.Uncertainties with respect to the legal system in certain markets in Southeast Asia could adversely affect Grab.Grab could face uncertain tax liabilities in various jurisdictions where Grab operates, and suffer adverse financial consequences as a result. Natural events, wars, terrorist attacks and other acts of violence involving any of the countries in which Grab has operations could adversely affect its operations. During the interim period, Grab is prohibited from entering into certain transactions that might otherwise be beneficial to Grab or its shareholders. Grab is subject to risks associated with strategic alliances and partnerships. 
 

 Disclaimer      Forward-Looking StatementsThis document includes “forward-looking statements” within the meaning of the federal securities laws with respect to the proposed transaction between Grab Holdings Inc. (“Grab”), J1 Holdings Inc. (“PubCo”) and Altimeter Growth Corp. (“AGC”), and also contains certain financial forecasts and projections. All statements other than statements of historical fact contained in this document, including, but not limited to, statements as to future results of operations and financial position, planned products and services, business strategy and plans, objectives of management for future operations of Grab, market size and growth opportunities, competitive position, technological and market trends and the potential benefits and expectations related to the terms and timing of the proposed transactions, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” or other similar expressions. All forward-looking statements are based upon estimates and forecasts and reflect the views, assumptions, expectations, and opinions of AGC and Grab, which are all subject change due to various factors including, without limitation, changes in general economic conditions as a result of COVID-19. Any such estimates, assumptions, expectations, forecasts, views or opinions, whether or not identified in this document, should be regarded as indicative, preliminary and for illustrative purposes only and should not be relied upon as being necessarily indicative of future results.The forward-looking statements and financial forecasts and projections contained in this document are subject to a number of factors, risks and uncertainties. Potential risks and uncertainties that could cause the actual results to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, changes in domestic and foreign business, market, financial, political and legal conditions; the timing and structure of the business combination; changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations; the inability of the parties to successfully or timely consummate the business combination, the PIPE investment and other transactions in connection therewith, including as a result of the COVID-19 pandemic or the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the business combination or that the approval of the shareholders of AGC or Grab is not obtained; the risk that the business combination disrupts current plans and operations of AGC or Grab as a result of the announcement and consummation of the business combination; the ability of Grab to grow and manage growth profitably and retain its key employees including its chief executive officer and executive team; the inability to obtain or maintain the listing of the post-acquisition company’s securities on Nasdaq following the business combination; failure to realize the anticipated benefits of business combination; risk relating to the uncertainty of the projected financial information with respect to Grab; the amount of redemption requests made by AGC’s shareholders and the amount of funds available in the AGC trust account; the overall level of demand for Grab’s services; general economic conditions and other factors affecting Grab’s business; Grab’s ability to implement its business strategy; Grab’s ability to manage expenses; changes in applicable laws and governmental regulation and the impact of such changes on Grab’s business, Grab’s exposure to litigation claims and other loss contingencies; the risks associated with negative press or reputational harm; disruptions and other impacts to Grab’s business, as a result of the COVID-19 pandemic and government actions and restrictive measures implemented in response; Grab’s ability to protect patents, trademarks and other intellectual property rights; any breaches of, or interruptions in, Grab’s technology infrastructure; changes in tax laws and liabilities; and changes in legal, regulatory, political and economic risks and the impact of such changes on Grab’s business. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of PubCo’s registration statement on Form F-4, the proxy statement/consent solicitation statement/prospectus discussed below, AGC’s Quarterly Report on Form 10-Q and other documents filed by PubCo or AGC from time to time with the U.S. Securities and Exchange Commission (the “SEC”). These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. In addition, there may be additional risks that neither AGC nor Grab presently know, or that AGC or Grab currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. Forward-looking statements reflect AGC’s and Grab’s expectations, plans, projections or forecasts of future events and view. If any of the risks materialize or AGC’s or Grab’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.Forward-looking statements speak only as of the date they are made. AGC and Grab anticipate that subsequent events and developments may cause their assessments to change. However, while PubCo, AGC and Grab may elect to update these forward-looking statements at some point in the future, PubCo, AGC and Grab specifically disclaim any obligation to do so, except as required by law. The inclusion of any statement in this document does not constitute an admission by Grab nor AGC or any other person that the events or circumstances described in such statement are material. These forward-looking statements should not be relied upon as representing AGC’s or Grab’s assessments as of any date subsequent to the date of this document. Accordingly, undue reliance should not be placed upon the forward-looking statements. In addition, the analyses of Grab and AGC contained herein are not, and do not purport to be, appraisals of the securities, assets or business of the Grab, AGC or any other entity.  70 
 



 Disclaimer (cont’d)      2  Non-IFRS Financial MeasuresThis document may also include references to non-IFRS financial measures. Such non-IFRS measures should be considered only as supplemental to, and not as superior to, financial measures prepared in accordance with IFRS, and such non-IFRS measures may be different from non-IFRS financial measures used by other companies. Important Information About the Proposed Transactions and Where to Find ItThis document relates to a proposed transaction between Grab and AGC. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The proposed transactions will be submitted to shareholders of AGC for their consideration. PubCo intends to file a registration statement on Form F-4 (the “Registration Statement”) with the SEC which will include preliminary and definitive proxy statements to be distributed to AGC’s shareholders in connection with AGC’s solicitation for proxies for the vote by AGC’s shareholders in connection with the proposed transactions and other matters as described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to Grab’s shareholders in connection with the completion of the proposed business combination. AGC and PubCo also will file other documents regarding the proposed transaction with the SEC. After the Registration Statement has been filed and declared effective, AGC will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the proposed transactions. This communication is not a substitute for the Registration Statement, the definitive proxy statement/prospectus or any other document that AGC will send to its shareholders in connection with the business combination. AGC’s shareholders and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus, in connection with AGC’s solicitation of proxies for its special meeting of shareholders to be held to approve, among other things, the proposed transactions, because these documents will contain important information about AGC, PubCo, Grab and the proposed transactions. Shareholders and investors may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC regarding the proposed transactions and other documents filed with the SEC by AGC, without charge, at the SEC's website located at www.sec.gov or by directing a request to AGC. The information contained on, or that may be accessed through, the websites referenced in this document is not incorporated by reference into, and is not a part of, this document.INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.Participants in the SolicitationAGC, PubCo and Grab and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from AGC’s shareholders in connection with the proposed transactions. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of AGC’s shareholders in connection with the proposed transactions will be set forth in PubCo’s proxy statement/prospectus when it is filed with the SEC. You can find more information about AGC’s directors and executive officers in AGC’s final prospectus filed with the SEC on September 30, 2020. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.No Offer or SolicitationThis document is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed transactions or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.   71 
 

Exhibit 99.3
 Working File:https://drive.google.com/drive/u/0/folders/1xMRWmQg2IxJ1KvW0nG9UsJnbQzqygSwq 
 

 Disclaimer      2  This Presentation has been prepared by Grab Holdings Inc. (the “Company”) and Altimeter Growth Corporation (the “SPAC”) in connection with a potential business combination involving the Company and the SPAC (the “Transaction”) and is preliminary in nature and solely for information and discussion purposes and must not be relied upon for any other purpose. The “Presentation” that follows shall mean and include the slides that follow, the oral presentation of the slides by members of the Company or the SPAC or any person on their behalf, the question-and-answer session that follows that oral presentation, copies of this document and any materials distributed at, or in connection with, that Presentation. By participating in the meeting, or by reading the Presentation slides, you will be deemed to have (i) agreed to the following limitations and notifications and made the following undertakings and (ii) acknowledged that you understand the legal and regulatory sanctions attached to the misuse, disclosure or improper circulation of this Presentation. This Presentation is being delivered on a confidential basis. Neither this Presentation nor any of its contents may be disclosed or used for any purposes other than information and discussion purposes without the prior written consent of the Company. You agree that you will not copy, reproduce or distribute this Presentation, in whole or in part, to other persons or entities at any time without the prior written consent of the Company.This Presentation does not constitute an offer or invitation for the sale or purchase of the securities, assets or business described herein or a commitment of the Company or the SPAC with respect to any of the foregoing, and this Presentation shall not form the basis of any contract. The Company and the SPAC expressly reserve the right, at any time and in any respect, to amend or terminate this process, to terminate discussions with any or all potential investors, to accept or reject any proposals and to negotiate with, or cease negotiations with, any party regarding a transaction involving the Company and the SPAC.If the Transaction is pursued, the SPAC will be required to file a proxy statement/prospectus on Form F-4 relating to the business combination and other relevant documents with the U.S. Securities and Exchange Commission (“SEC”). You are urged to read the proxy statement/prospectus and any other relevant documents filed with the SEC when they become available because, among other things, they will contain updates to the financial, industry and other information herein as well as important information about the SPAC, the Company and their contemplated Transaction. This Presentation does not purport to contain all information that may be required or relevant to an evaluation of the Transaction, and you will be responsible for conducting any investigations and analysis that it deems appropriate and for seeking independent advice as to the legal, tax, accounting, financial, credit and other related advice with respect to the Transaction. The Company and the SPAC reserve the right to amend or replace this Presentation at any time but none of the Company or the SPAC, their respective subsidiaries, affiliates, legal advisors or financial advisors shall have any obligation to update or supplement any content set forth in this Presentation or otherwise provide any additional information to you in connection with the Transaction should circumstances, management's estimates or opinions change or any information provided in this Presentation become inaccurate.This Presentation contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange act of 1934, as amended, and also contains certain financial forecasts and projections. All statements other than statements of historical fact contained in this Presentation, including statements as to future results of operations and financial position, planned products and services, business strategy and plans, objectives of management for future operations of the Company, market size and growth opportunities, competitive position and technological and market trends, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” or other similar expressions. All forward-looking statements are based upon estimates and forecasts and reflect the views, assumptions, expectations, and opinions of the Company and the SPAC as of the date of this Presentation, and may include, without limitation, changes in general economic conditions as a result of COVID-19, all of which are accordingly subject to change. Any such estimates, assumptions, expectations, forecasts, views or opinions set forth in this Presentation should be regarded as indicative, preliminary and for illustrative purposes only and should not be relied upon as being necessarily indicative of future results.  2 
 

 Disclaimer (Cont’d)      2  The forward-looking statements and financial forecasts and projections contained in this Presentation are subject to a number of factors, risks and uncertainties, some of which are not currently known to us. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the proxy statement/prospectus on Form F-4 relating to the business combination, which is expected to be filed with the SEC, and other documents filed from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Moreover, the Company operates in a very competitive and rapidly changing environment, and new risks may emerge from time to time. It is not possible to predict all risks, nor assess the impact of all factors on the Company’s business or the extent to which any factor, or combination of factors, may cause the Company’s actual results, performance or financial condition to be materially different from the expectations of future results, performance of financial condition. In addition, the analyses of the Company and the SPAC contained herein are not, and do not purport to be, appraisals of the securities, assets or business of the Company, the SPAC or any other entity. This Presentation also contains information, estimates and other statistical data derived from third party sources (including Euromonitor), including research, surveys or studies, some of which are preliminary drafts, conducted by third parties, information provided by customers and/or industry or general publications. Such information involves a number of assumptions and limitations and due to the nature of the techniques and methodologies used in market research, Euromonitor cannot guarantee the accuracy of such information. You are cautioned not to give undue weight on such estimates. The Company and the SPAC have not independently verified such third party information, and make no representation as to the accuracy of, such third party information. The 2018 and 2019 historical financial data included in this Presentation has been derived based on the Company’s 2018 and 2019 audited financial statements, which were prepared in accordance with International Financial Reporting Standards, or IFRS, and are subject to an update based on an ongoing audit in accordance with PCAOB standards. The 2020 historical financial data included in this Presentation has been derived based on the Company’s management accounts prepared in accordance with IFRS and is subject to an ongoing PCAOB audit completion. In addition, the Company’s quarterly financial data included in this Presentation is based on financial data derived from the Company’s management accounts that have not been reviewed or audited and are subject to further review and updates. This Presentation also includes references to non-IFRS financial measures. Such non-IFRS measures should be considered only as supplemental to, and not as superior to, financial measures prepared in accordance with IFRS. For example, Adjusted Net Revenue is a non-IFRS financial measure, which adjusts the Company’s net revenue by adding back excess incentives. Excess incentives occur when payments made to driver/merchant partners exceed the Company’s revenue received from such driver/merchant partners (excess incentives are calculated on a monthly basis for each country and not on a driver-by-driver basis). See Appendix for an explanation of how the Company calculates Adjusted Net Revenue from net revenue. Contribution Profit (Loss) is also a non-IFRS financial measure, defined as Adjusted Net Revenue less direct costs (adjusted net revenue less subsidies, financial services costs, rewards costs and other direct costs) and sales and marketing expense. The Company uses Contribution Profit (Loss) to evaluate its operating performance and trends. The Company believes that Contribution Profit (Loss) is a useful indicator of its profitability. See Appendix for an explanation of how Contribution Profit (Loss) is calculated from Adjusted Net Revenue. This Presentation also includes “Pre-InterCo” data that does not reflect elimination of intra-group transactions, which means such data includes earnings and other amounts from transactions between entities within the Company group that are eliminated upon consolidation. Such data differs materially from the corresponding figures post-elimination of intra-group transactions. See Appendix for a reconciliation. Additionally, to the extent that forward-looking non-IFRS financial measures are provided, they are presented on a non-IFRS basis without reconciliations of such forward-looking non-IFRS measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation.Neither the Company and the SPAC nor any of their respective directors, officers, employees, advisors, representatives or agents make any representation or warranty of any kind, express or implied, as to the value that may be realized in connection with the Transaction, the legal, regulatory, tax, financial, accounting or other effects of a Transaction or the accuracy or completeness of the information contained in this Presentation, and none of them shall have any liability based on or arising from, in whole or in part, any information contained in, or omitted from, this Presentation or for any other written or oral communication transmitted to any person or entity in the course of its evaluation of the Transaction. Only those representations and warranties that are expressly made by the Company or the SPAC in a definitive written agreement with respect to the Transaction, if executed, and subject to the limitations and restrictions specified therein, shall have any legal effect.  3 
 

 4  Today’s speakers  Peter OeyCFO, Grab  Ming MaaPresident, Grab  Brad GerstnerFounder & CEO, Altimeter  Anthony TanCo-Founder & CEO, Grab  Chris ConfortiPartner, Altimeter 
 

 5  Transaction overview  Issuer  Altimeter Growth Corp. (Nasdaq: AGC)  PIPE Size  $4.04B  Price  $10.00 per common share  Valuation   $30.36B (Enterprise Value1)$39.55B (Equity Value2)  Anchor Order  $0.75B from Altimeter Capital Management and affiliates  Backstop   $500M of Trust Proceeds from Altimeter Capital Management and affiliates  Use Of Proceeds  Growth capital   Target Closing  July 2021  On pre-money basisOn post-money basis 
 

 6  Altimeter overview – Grab’s long term partner  +  ~$16B  Total Firm AUM  ~$12B  Total Private Capital Managed  ~79%  Net IRR (VC)  Entrepreneur led firm dedicated to helping founders innovate and change the world Leading mid-stage silicon valley, growth VC brandLeading late-stage, crossover investorDeep public capital market relationshipsExtensive experience in direct listings, IPOs, and SPACs  Altimeter’s long term commitment  3 year lock-up on sponsor promote shares  Up to $1.2B PIPE investment from Altimeter Capital  Disclosures: Returns and AUM are estimated as of Dec 31, 2020. Total Firm AUM, Total Private Capital Managed, and Net IRR values Snowflake at its closing price on Dec 31, 2020 plus an illiquidity discount. The information on this page represents selected investments for illustrative purposes only and does not constitute an exhaustive list of Altimeter’s past and current investments. These returns were not generated by AGC, but instead by affiliates of AGC’s sponsor. And these returns were generated for different entities, with different beneficial owners, and with different investment strategies. In any case, past performance does not indicate, predict, or guarantee future performance. 
 

   Drive Southeast Asia forward by creatingeconomic empowerment for everyone  OUR MISSION  To serve our communities and each other   HEART  Achieving our mission requires grit and drive   Kaizen, in big and small ways.Build on ground truths.  HUNGER  Trust in Grab makes our mission possible  Act with integrity. Build trust. Steward resources wisely.  HONOUR  Acknowledging that we are all a work-in-progress   Learn from every experience.Seek first to understand, then to be understood.Debate, align, execute.  HUMILITY  4 H PRINCIPLES – HOW WE STAY ON MISSION  7  Consumer first.OneGrab.Leaders coach, serve, and inspire. 
 

 Our journey so far  8  2020  2014  2015  2016  2018  2019                                          2017  2012  2013  Mobility  Deliveries  Financial Services  Enterprise and Others   Country Expansion  Singapore  Philippines  Thailand  Indonesia  Vietnam  Myanmar  Cambodia  Malaysia  Acquisition of Uber's business in Southeast Asia  Launch of Grab’s first service – GrabTaxi  Selected for digital banking license in Singapore  Key Milestones  >$5B GMV  >$1B GMV  > $10B GMV >$1B Adj. Net Revenue   Product Expansion  GrabExpress  GrabShare  GrabPay  GrabAds  GrabDefence  GrabInvest  GrabMart  GrabKitchen  GrabInsure  GrabFinance  GrabFood  GrabBike  GrabCar  Note: Adjusted Net Revenue is a non-IFRS financial measure, which adjusts our net revenue by adding back excess incentives. Excess incentives occur when payments made to driver/merchant partners exceed Grab’s revenue received from such driver/merchant partners (excess incentives are calculated on a monthly basis for each country and not on a driver-by-driver basis). See Appendix for an explanation of how we calculate Adjusted Net Revenue from net revenue. Our net revenue on which our Adjusted Net Revenue is based is subject to an ongoing PCAOB audit. 
 

   Everyday Everything App deeply integrated into consumers’ lives  9 
 

 #1 Superapp in Southeast Asia  10          Digital Advertising  Deliveries  Insurance  PayLater  Invest          Digital Wallet & GrabPay Card    Alternative to traditional advertising mediums including prints, television, billboards, classifieds   Displace cash transactions    Alternative to traditional dining options including home-cooked food and dine-in restaurants  Financial Services    Health  Hotels  Bill Payment  More    Mobility  Alternative to traditional modes of transport including trains, buses and private cars  Express  Ride on the wave of e-commerce with parcel delivery services  Incumbents  Incumbents  Remittance    Incumbents  Incumbents  Loans    Incumbents 
 

 Our scale and leadership in Southeast Asia        GMV in 2020  $12.5B  Adjusted Net Revenue in 2020  $1.6B  Transactions completed in 2020  1.9B    Deliveries1, Mobility and Financial Services2 by GMV  #1          Monthly Transacting Users3 as of Dec 2020  25M  Cities in 8 countries  400+  Registered Driver Partners as ofDec 2020  5M+  Merchant Partners and 2M+ GrabKios Agentsas of Dec 2020  2M  11  Source: Euromonitor for category position (information to be finalized prior to signing)Note: Our 2020 net revenue on which Adjusted Net Revenue is based is subject to an ongoing PCAOB auditAdjusted Net Revenue is a non-IFRS financial measure, which adjusts our net revenue by adding back excess incentives. Excess incentives occur when payments made to driver/merchant partners exceed Grab’s revenue received from such driver/merchant partners (excess incentives are calculated on a monthly basis for each country and not on a driver-by-driver basis). See Appendix for an explanation of how we calculate Adjusted Net Revenue from net revenueCategory position is based on 2020 ride hailing and online food delivery GMV and digital wallet payments TPVOnline food delivery category positionDigital wallet payments category positionMonthly Transacting Users (“MTUs”) is defined as monthly number of unique users who transact via Grab’s products, where transact means to have successfully paid for any of our products 
 

 Creating Economic Empowerment for Everyone 
 

 13  Southeast Asia is still in the early innings of online disruption        Digital financial services promotingfinancial inclusion  Online food delivery providing convenience  On-demand mobility addressing the infrastructure gap  % 2020 electronic transactions (volume)      % 2020 banked population (age >15)  % 2020 online penetration2    % 2020 online penetration1    SE Asia  China  USA  SE Asia  China  USA  SE Asia  China  USA  Source: EuromonitorNote: SE Asia statistics on this page refer to Indonesia, Malaysia, Philippines, Singapore, Thailand and VietnamBased on % of total consumer foodservice that is ordered online (including online ordering for dine-in and takeaway)Based on % of total consumer expenditure on ride-hailing out of consumer expenditure on buses, coaches and taxis, and operation of personal transport equipment 
 

 Grab is the category leader with growth and profitability at scale across segments  14  Deliveries  $3.2B 2020 GMV  $5.5B 2020 GMV  $8.9B 2020 TPV1  Scale  Growth  37% 2020 – 2022E GMV growth  203% 2018 - 2020 GMV CAGR  102% 2018 – 2020 TPV CAGR  Mobility  Financial Services  Profitability2  11% EBITDA % of GMV in 4Q20  30% Long Term EBITDA % of Adj. Net Revenue  2H21Target EBITDA Breakeven Year  Note: Scale, Growth, Profitability metrics by segment are pre-interco. Quarterly financial statistics are based on management accounts that have not been reviewed or audited and are subject to further review and updatesIncludes on-Grab and off-Grab transactionsRefers to segment EBITDA prior to regional costs 
 

 Category leadership in Southeast Asia in terms of presence, scale and diversity   15    Years of operation    Category position1    Diversified business model across 8 countries with no single country contributing > 35% of Adj. Net Revenue  MobilityLargest last-mile transportation network  8          DeliveriesLargest delivery platform  3          Financial ServicesHave access to payments licenses in 6 core markets  3          1  1                                                                                                                                                                                                    IndonesiaSince 2014  SingaporeSince 2013  PhilippinesSince 2013  MalaysiaSince 2012  MyanmarSince 2017  VietnamSince 2014  ThailandSince 2013   CambodiaSince 2017        3  1  Source: Euromonitor for category positionSoutheast Asia refers to Indonesia, Malaysia, Singapore, Thailand, Philippines and Vietnam only. Category position is based on 2020 ride hailing and online food delivery GMV and digital wallet payments TPVOnline food delivery category positionDigital wallet payments category position  2 
 

   16  Highly synergistic ecosystem designed to maximize usage and lower cost of service  Underpinned by proprietary technology and financial infrastructure    More Driver Partners    More Merchant Partners    More Consumers      More spending  More services and ease of access  More orders  Moreincome  More rides /deliveries / services  Higher earnings  Deep data-driven insights 
 

 17  Bigger and faster spend by our consumers  GMV per user 1 by cohort, indexed to year 1 – including 2020  2016 Cohort  2017 Cohort  2018 Cohort  2019 Cohort  Year 1    1.00x    1.00x    1.00x    1.00x  Year 2    1.41x    1.49x    1.62x    1.45x  Year 3    1.93x    2.19x    2.06x  Year 4    2.75x    2.78x  Year 5    3.63x  Cohort GMV growth in 2020 despite COVID impact  Represents for Mobility and Deliveries, excluding non-consumer services such as GrabRentals and GrabKios 
 

   Growing topline  GMV ($B)  Adj. Net Revenue ($B)    +40% CAGR    +96% CAGR  +42% CAGR  % GMV  7%  8%  13%  14%  13%  13%  Actual  Projected  Actual  Projected  18  Note: Our 2018, 2019 and 2020 net revenue on which Adjusted Net Revenue is based is subject to an ongoing PCAOB auditAdjusted Net Revenue is a non-IFRS financial measure, which adjusts our net revenue by adding back excess incentives. Excess incentives occur when payments made to driver/merchant partners exceed Grab’s revenue received from such driver/merchant partners (excess incentives are calculated on a monthly basis for each country and not on a driver-by-driver basis). See Appendix for an explanation of how we calculate Adjusted Net Revenue from net revenue 
 

 Improving profitability  Contribution Profit1 ($B)    Actual  Projected  19  % Adj. Net Revenue      7%  21%  30%  37%  (118%)  (156)%  EBITDA2 ($B)    % Adj. Net Revenue      (52%)  (25%)  (5%)  10%  (220%)  (317)%  Actual  Projected  Mobility segment EBITDA positive since 4Q 2019  Note: Our 2018, 2019 and 2020 net revenue on which Adjusted Net Revenue is based is subject to an ongoing PCAOB auditContribution Profit (Loss) is a non-IFRS financial measure, defined as Adjusted Net Revenue less direct costs (adjusted net revenue less subsidies, financial services costs, rewards costs and other direct costs) and sales and marketing expense (marketing costs and acquisition costs). We use Contribution Profit (Loss) to evaluate our operating performance and trends. We believe that Contribution Profit (Loss) is a useful indicator of our profitabilityPost regional costs 
 

 20  Deliveries is growing rapidly       +39% CAGR  +203% CAGR  Adj. Net Revenue (Pre-InterCo) as % GMV  GMV (Pre-InterCo) ($B)  Segment EBITDA1 (Pre-InterCo)as % Adj. Net Revenue    Actual  Projected  Actual  Projected  Actual  Projected  Take rate improvement to reach steady state  Note: The segment GMV, Adjusted Net Revenue and EBITDA figures shown here are "Pre-InterCo" data, which means such data includes earnings and other amounts from transactions between entities within the group that are eliminated upon consolidation. These figures differ materially from actual segment GMV, Adjusted Net Revenue and EBITDA. See Appendix for a reconciliation. Investors should not place undue reliance on such data. Our 2018, 2019 and 2020 net revenue on which Adjusted Net Revenue is based is subject to an ongoing PCAOB auditPrior to regional costs 
 

 21  Mobility is EBITDA positive at scale    +35% CAGR      Actual  Projected  Actual  Projected  Actual  Projected  Take rate improvement to reach steady state  GMV (Pre-InterCo) ($B)  Segment EBITDA1 (Pre-InterCo)as % GMV  Note: The segment GMV, Adjusted Net Revenue and EBITDA figures shown here are "Pre-InterCo" data, which means such data includes earnings and other amounts from transactions between entities within the group that are eliminated upon consolidation. These figures differ materially from actual segment GMV, Adjusted Net Revenue and EBITDA. See Appendix for a reconciliation. Investors should not place undue reliance on such data. Our 2018, 2019 and 2020 net revenue on which Adjusted Net Revenue is based is subject to an ongoing PCAOB auditPrior to regional costs  Adj. Net Revenue (Pre-InterCo) as % GMV 
 

 Financial Services offer a wide range of products and services  22  Singapore  Malaysia  Thailand  Philippines  Vietnam  Indonesia  Insurance  Wealth  Through a co-lending arrangement  Lending  Payments & Rewards  E-wallet  ✔  ✔  ✔  ✔  ✔  ✔  Rewards program  ✔  ✔  ✔  ✔  ✔  ✔  GrabPay Mastercard  ✔  -  ✔  -  -  -  PayLater  ✔  ✔  ✔  -  -  ✔  Smartphone financing  ✔  ✔  ✔  ✔  ✔  -  Driver cash loan / incentive advance  -  ✔  ✔  ✔1  ✔1  -  Merchant working capital loan   ✔  ✔  ✔  ✔  In progress  ✔  Merchant invoice financing  ✔  ✔  In progress  ✔  -  ✔  Driver insurance  ✔  ✔  In progress  In progress  ✔  ✔  Consumer insurance  ✔  ✔  ✔  ✔  ✔  ✔  Cash management  ✔   -  -  -  -  ✔ 
 

 23  Financial Services is expanding and diversifying     Adj. Net Revenue (Pre-InterCo) ($M)    +23% CAGR  TPV (Pre-InterCo) ($B)  19.1  0.5   2.2  +29% CAGR  +102% CAGR  7.8  8.9  11.0  14.6   off-Grab TPV   on-Grab TPV  GrabPayRewardsRemittance  Payments  Digibank  LoansDepositsBanking services  Financial Services   Lending  Insurance  Wealth  AutoAccident Travel  Cash loanPurchase financingUnsecured loan  Money market fundIndex fundRobo-advisory  Actual  Projected  Actual  Projected   Non-payments   Payments  630  439  376  342  359  90  Note: Our 2018, 2019 and 2020 net revenue on which Adjusted Net Revenue is based is subject to an ongoing PCAOB audit 
 

 Key investment highlights  24  Massive underpenetrated opportunity  World-class management and shareholders  Proprietary and differentiated technology  Hyperlocal approach  Deeply integrated Superapp ecosystem  Category leadership at scale 
 

   44    Appendix 
 

 26  Reconciliation from Pre-InterCo to Post-InterCo GMV              Actuals      Projections      ($B)             2018  2019  2020  2021  2022  2023  Deliveries                                Pre-InterCo    0.6   2.9   5.5   7.5   10.6   14.7           InterCo adj.    0.0   0.0   0.0   0.0   0.0   0.0           Post-InterCo    0.6   2.9   5.5   7.5   10.6   14.7                           Mobility                              Pre-InterCo      4.6   5.7   3.2   4.2   6.1   7.9         InterCo adj.      0.0   (0.0)  (0.0)  (0.0)  (0.0)  (0.0)        Post-InterCo      4.6   5.7   3.2   4.2   6.1   7.9                           Financial Services                            Pre-InterCo        2.2   7.8   8.9   11.0   14.6   19.1       InterCo adj.        (1.7)  (4.2)  (5.1)  (6.0)  (6.8)  (7.7)      Post-InterCo        0.5   3.6   3.8   4.9   7.8   11.3                           Enterprise & Others                            Pre-InterCo        0.00   0.01   0.03   0.1   0.2   0.3       InterCo adj.        0.00   0.00  0.00  0.0  0.0  0.0      Post-InterCo        0.00   0.01   0.03   0.1   0.2   0.3                           Consolidated                          Pre-InterCo          7.4   16.4   17.6   22.8   31.5   42.0     InterCo adj.          (1.7)  (4.2)  (5.1)  (6.0)  (6.8)  (7.7)    Post-InterCo          5.7   12.2   12.5   16.7   24.7   34.2   Note: These figures are presented to show segment and consolidated metrics (a) before elimination of intra-group transactions, which means such data includes earnings and other amounts from transactions between entities within the group that are eliminated upon consolidation and (b) after elimination of intra-group transactions, which is the basis on which our consolidated financial data is prepared. 
 

 27  Reconciliation from Pre-InterCo to Post-InterCo Adj. Net Revenue               Actuals      Projections      ($B)             2018  2019  2020  2021  2022  2023  Deliveries                                Pre-InterCo    0.0   0.2   0.8   1.2   1.6   2.2           InterCo adj.    (0.0)  (0.0)  (0.0)  (0.0)  0.0   0.0           Post-InterCo    0.0   0.2   0.8   1.2   1.6   2.2                           Mobility                              Pre-InterCo      0.4   0.6   0.5   0.8   1.2   1.6         InterCo adj.      (0.0)  (0.0)  (0.0)  (0.0)  (0.0)  (0.0)        Post-InterCo      0.4   0.6   0.5   0.8   1.2   1.6                           Financial Services                            Pre-InterCo        0.1   0.4   0.3   0.4   0.4   0.6       InterCo adj.        (0.1)  (0.1)  (0.1)  (0.1)  (0.2)  (0.2)      Post-InterCo        0.0   0.2   0.2   0.2   0.3   0.4                           Enterprise & Others                            Pre-InterCo        0.00   0.01   0.03   0.1   0.2   0.3       InterCo adj.        0.00   0.00  0.00  0.0   0.0   0.0       Post-InterCo        0.00   0.01   0.03   0.1   0.2   0.3                           Consolidated                          Pre-InterCo          0.5   1.2   1.7   2.5   3.4   4.7     InterCo adj.          (0.1)  (0.1)  (0.1)  (0.1)  (0.2)  (0.2)    Post-InterCo          0.4   1.0   1.6   2.3   3.3   4.5   Note: These figures are presented to show segment and consolidated metrics (a) before elimination of intra-group transactions, which means such data includes earnings and other amounts from transactions between entities within the group that are eliminated upon consolidation and (b) after elimination of intra-group transactions, which is the basis on which our consolidated financial data is prepared. 
 

 28  Reconciliation from Pre-InterCo to Post-InterCo EBITDA              Actuals      Projections      ($B)             2018  2019  2020  2021  2022  2023  Deliveries                                Pre-InterCo    (0.2)  (0.8)  (0.3)  (0.0)  0.1   0.3           InterCo adj.    (0.0)  0.0   0.1   0.1   0.1   0.1           Post-InterCo    (0.2)  (0.8)  (0.2)  0.1   0.2   0.5                           Mobility                              Pre-InterCo      (0.5)  (0.2)  0.3   0.5   0.7   1.0         InterCo adj.      0.1   0.0   0.1   0.0   0.1   0.1         Post-InterCo      (0.4)  (0.2)  0.3   0.5   0.8   1.0                           Financial Services                            Pre-InterCo        (0.2)  (0.5)  (0.2)  (0.3)  (0.3)  (0.1)      InterCo adj.        (0.0)  (0.0)  (0.2)  (0.1)  (0.2)  (0.2)      Post-InterCo        (0.2)  (0.5)  (0.4)  (0.5)  (0.4)  (0.3)                          Enterprise & Others                            Pre-InterCo        (0.0)  (0.0)  (0.0)  0.0   0.1   0.1       InterCo adj.        0.0   0.0   0.0   0.0   0.0   0.0       Post-InterCo        (0.0)  (0.0)  (0.0)  0.0   0.1   0.1                           Regional costs            (0.5)  (0.7)  (0.6)  (0.7)  (0.8)  (0.8)                          Consolidated                          Pre-InterCo          (1.3)  (2.3)  (0.8)  (0.6)  (0.2)  0.5     InterCo adj.          0.0   0.0   (0.0)  (0.0)  0.0   (0.0)    Post-InterCo          (1.3)  (2.3)  (0.8)  (0.6)  (0.2)  0.5   Note: These figures are presented to show segment and consolidated metrics (a) before elimination of intra-group transactions, which means such data includes earnings and other amounts from transactions between entities within the group that are eliminated upon consolidation and (b) after elimination of intra-group transactions, which is the basis on which our consolidated financial data is prepared. 
 

 29  ($M)  2018  2019  2020  Comment  Gross Billing  966  1,667  1,816  Gross Billing is a measure by which the Company evaluates and manages its business. The Company defines Gross Billing as the total sum attributable to the Company from each transaction, without any adjustments for incentives paid to its customers  Drivers and Merchants Base Incentives  (550)  (633)  (223)  Base Incentives refer to the amount of incentives to driver and merchant partners up to the amount of commissions earned by Grab from those drivers and merchants   Adjusted Net Revenue  416  1,034  1,593  Gross Billing less base incentives  Drivers and Merchants Excess Incentives  (371)  (579)  (396)  Excess Incentives occur when payments made to driver/merchant partners exceed Grab’s revenue received from such driver/merchant partners (excess incentives are calculated on a monthly basis for each country and not on a driver-by-driver basis)  Net Revenue1  46  455  1,197  Adjusted Net Revenue less excess incentives  Reconciliation from Net Revenue1 to Adjusted Net Revenue  Note: Our 2018, 2019 and 2020 historical financial data are subject to an ongoing PCAOB auditNet revenue is calculated for each country by cities on a monthly basis and then aggregated 
 

 30  ($B)  2018  2019  2020  EBITDA  (1.3)  (2.3)  (0.8)  Reconciling items:            Other income / expense  0.1   -   -    Interest expense from RCPS  (0.4)  (1.1)  (1.4)   Depreciation / amortization  (0.8)  (0.7)  (0.4)  Net loss  (2.5)  (4.0)  (2.7)  Reconciliation from EBITDA to Net Loss  Note: Our 2018, 2019 and 2020 historical financial data are subject to an ongoing PCAOB audit 
 

 31  Risk factors relating to Grab  Grab faces intense competition across the segments and markets it serves.Grab has had deficiencies in net assets and incurred net losses in each year since inception and may not be able to continue to raise sufficient capital or achieve or sustain profitability. Grab’s brand and reputation are among its most important assets and are critical to the success of its business. The COVID-19 pandemic has materially impacted Grab’s business, is still ongoing, and it or other pandemics or public health threats could adversely affect Grab’s business, financial condition, results of operations and prospects.If Grab fails to manage its growth effectively, its business, financial condition, results of operations and prospects could be materially and adversely affected.Grab’s business may not continue to grow at historical levels, which could adversely affect its prospects. Grab’s business segments are still in relatively early stages of growth, and if these segments do not continue to grow, grow slower than Grab expects, or fail to grow as large as Grab expects or achieve profitability, Grab’s business, financial condition, results of operations and prospects could be materially and adversely affected.The expansion of Grab’s financial services business may not ultimately be successful and could subject Grab to additional requirements and risks.If Grab is unable to maintain and enhance its ecosystem, Grab’s results of operations and prospects could be adversely affected.Grab’s business is subject to both geographic and business concentration risks. Improper, dangerous, illegal or otherwise inappropriate activity by Grab’s consumers or driver or merchant partners or other third parties could harm Grab’s business and reputation and expose Grab to liability. Grab’s pricing methodologies are impacted by a number of factors and ultimately may not be successful in attracting and retaining consumers and driver and merchant partners.Grab may not be able to make acquisitions or investments, or successfully integrate them into Grab’s business.Failure to safeguard the personal and business sensitive data of Grab’s consumers and driver and merchant partners, and protect Grab’s network against security breaches, could damage its reputation and brand, resulting in an adverse effect on its business and results of operations.Grab is subject to various anti-corruption laws. Grab has substantially completed an internal investigation into potential violations of certain anti-corruption laws related to its operations in one of the countries in which it operates and has voluntarily self-reported the potential violations to the U.S. Department of Justice. Although Grab does not believe the issues that were the subject of its internal investigation would result in material financial penalties, there can be no assurance that failure to comply with any such laws would not have a material adverse effect on it.The proper uninterrupted functioning of Grab’s highly complex information technology platform is essential to Grab’s business. Grab’s business depends upon the interoperability of Grab’s Superapp and platform with different devices, operating systems and third-party software that Grab does not control.  
 

 32  Risk factors relating to Grab (cont’d)  Grab relies to a large extent on third-party cloud infrastructure services providers, including Amazon Web Services and Microsoft Azure, and any disruption of or interference with Grab’s use of their services could adversely affect Grab’s business, financial condition, results of operations and prospects. Security breaches involving sensitive and confidential information could also expose Grab to liability under various laws and regulations across jurisdictions and increase the risk of litigation and governmental investigation. If Grab does not adequately protect its intellectual property rights, or if third parties claim that Grab is misappropriating the intellectual property of others, Grab may incur significant costs and its business, financial condition, results of operations and prospects may be adversely affected. Grab relies on its partnerships with financial institutions and other third parties for the payment processing infrastructure, and if these elements become unavailable or unavailable on favorable terms, Grab’s business, financial condition, results of operations and prospects could be materially and adversely affected. Unfavorable media coverage could harm Grab’s business, financial condition, results of operations and prospects.Grab relies on third-party background check providers to screen potential drivers and they may fail to provide accurate information. Grab’s company culture has contributed to its success and if Grab cannot maintain and evolve Grab’s culture as it grows, Grab’s business could be materially and adversely affected.Grab depends on talented, experienced and committed personnel, including engineers, to grow and operate Grab’s business, and if Grab is unable to recruit, train, motivate and retain qualified personnel, Grab’s business, financial condition, results of operations and prospects may be materially and adversely affected.Grab faces intense competition for highly skilled personnel, especially engineers.Grab’s business is subject to numerous legal and regulatory risks that could have an adverse impact on Grab’s business and prospects. Grab’s business is subject to extensive and evolving regulation and oversight relating to the provision of payment and financial services.If Grab’s drivers are reclassified as employees, there may be adverse business, financial, tax, legal and other consequences.Grab is exposed to fluctuations in currency exchange rates.Grab tracks certain operational metrics with internal systems and tools and do not independently verify such metrics. Certain of Grab’s operational metrics are subject to inherent challenges in measurement, and any real or perceived inaccuracies in such metrics may adversely affect Grab’s business and reputation.Industry data, projections and estimates contained in this proxy statement/prospectus are inherently uncertain and subject to interpretation. Accordingly, you should not place undue reliance on such information. 
 

 33  Risk factors relating to Grab (cont’d)  Grab’s business depends heavily on insurance coverage provided by third parties, and Grab is subject to the risk that this may be insufficient or that insurance providers may be unable to meet their obligations. Grab has incurred a significant amount of debt and may in the future incur additional indebtedness. Grab’s payment obligations under such indebtedness may limit the funds available to us, and the terms of Grab’s debt agreements may restrict its flexibility in operating its business. Increases in fuel, food, labor, energy, and other costs could adversely affect Grab.An increase in the use of credit and debit cards may result in lower growth or a decline in the use of Grab’s e- wallet services.Grab’s reported results of operations may be adversely affected by changes in accounting principles.Changes in, or failure to comply with, competition laws could adversely affect Grab.Adverse litigation judgments or settlements resulting from legal proceedings in which Grab may be involved could expose Grab to monetary damages or limit the ability to operate its business.Grab allows consumers to pay for services using cash, which raises numerous regulatory, operational, and safety concerns. If Grab does not successfully manage those concerns, Grab could become subject to adverse regulatory actions and suffer reputational harm or other adverse financial and accounting consequences. Grab may be affected by governmental economic and trade sanctions laws and regulations that apply to Myanmar. Grab in certain jurisdictions is subject to restrictions on foreign ownership.Grab is subject to risks associated with operating in the rapidly evolving Southeast Asia, and Grab is therefore exposed to various risks inherent in operating and investing in the region. Grab’s revenue and net income may be materially and adversely affected by any economic slowdown or developments in the social, political, regulatory and economic environments in any regions of Southeast Asia as well as globally.Uncertainties with respect to the legal system in certain markets in Southeast Asia could adversely affect Grab.Grab could face uncertain tax liabilities in various jurisdictions where Grab operates, and suffer adverse financial consequences as a result. Natural events, wars, terrorist attacks and other acts of violence involving any of the countries in which Grab has operations could adversely affect its operations. During the interim period, Grab is prohibited from entering into certain transactions that might otherwise be beneficial to Grab or its shareholders. Grab is subject to risks associated with strategic alliances and partnerships. 
 

 Disclaimer      2  Forward-Looking StatementsThis document includes “forward-looking statements” within the meaning of the federal securities laws with respect to the proposed transaction between Grab Holdings Inc. (“Grab”), J1 Holdings Inc. (“PubCo”) and Altimeter Growth Corp. (“AGC”), and also contains certain financial forecasts and projections. All statements other than statements of historical fact contained in this document, including, but not limited to, statements as to future results of operations and financial position, planned products and services, business strategy and plans, objectives of management for future operations of Grab, market size and growth opportunities, competitive position, technological and market trends and the potential benefits and expectations related to the terms and timing of the proposed transactions, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” or other similar expressions. All forward-looking statements are based upon estimates and forecasts and reflect the views, assumptions, expectations, and opinions of AGC and Grab, which are all subject change due to various factors including, without limitation, changes in general economic conditions as a result of COVID-19. Any such estimates, assumptions, expectations, forecasts, views or opinions, whether or not identified in this document, should be regarded as indicative, preliminary and for illustrative purposes only and should not be relied upon as being necessarily indicative of future results.The forward-looking statements and financial forecasts and projections contained in this document are subject to a number of factors, risks and uncertainties. Potential risks and uncertainties that could cause the actual results to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, changes in domestic and foreign business, market, financial, political and legal conditions; the timing and structure of the business combination; changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations; the inability of the parties to successfully or timely consummate the business combination, the PIPE investment and other transactions in connection therewith, including as a result of the COVID-19 pandemic or the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the business combination or that the approval of the shareholders of AGC or Grab is not obtained; the risk that the business combination disrupts current plans and operations of AGC or Grab as a result of the announcement and consummation of the business combination; the ability of Grab to grow and manage growth profitably and retain its key employees including its chief executive officer and executive team; the inability to obtain or maintain the listing of the post-acquisition company’s securities on Nasdaq following the business combination; failure to realize the anticipated benefits of business combination; risk relating to the uncertainty of the projected financial information with respect to Grab; the amount of redemption requests made by AGC’s shareholders and the amount of funds available in the AGC trust account; the overall level of demand for Grab’s services; general economic conditions and other factors affecting Grab’s business; Grab’s ability to implement its business strategy; Grab’s ability to manage expenses; changes in applicable laws and governmental regulation and the impact of such changes on Grab’s business, Grab’s exposure to litigation claims and other loss contingencies; the risks associated with negative press or reputational harm; disruptions and other impacts to Grab’s business, as a result of the COVID-19 pandemic and government actions and restrictive measures implemented in response; Grab’s ability to protect patents, trademarks and other intellectual property rights; any breaches of, or interruptions in, Grab’s technology infrastructure; changes in tax laws and liabilities; and changes in legal, regulatory, political and economic risks and the impact of such changes on Grab’s business. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of PubCo’s registration statement on Form F-4, the proxy statement/consent solicitation statement/prospectus discussed below, AGC’s Quarterly Report on Form 10-Q and other documents filed by PubCo or AGC from time to time with the U.S. Securities and Exchange Commission (the “SEC”). These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. In addition, there may be additional risks that neither AGC nor Grab presently know, or that AGC or Grab currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. Forward-looking statements reflect AGC’s and Grab’s expectations, plans, projections or forecasts of future events and view. If any of the risks materialize or AGC’s or Grab’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.Forward-looking statements speak only as of the date they are made. AGC and Grab anticipate that subsequent events and developments may cause their assessments to change. However, while PubCo, AGC and Grab may elect to update these forward-looking statements at some point in the future, PubCo, AGC and Grab specifically disclaim any obligation to do so, except as required by law. The inclusion of any statement in this document does not constitute an admission by Grab nor AGC or any other person that the events or circumstances described in such statement are material. These forward-looking statements should not be relied upon as representing AGC’s or Grab’s assessments as of any date subsequent to the date of this document. Accordingly, undue reliance should not be placed upon the forward-looking statements. In addition, the analyses of Grab and AGC contained herein are not, and do not purport to be, appraisals of the securities, assets or business of the Grab, AGC or any other entity.  34 
 



 Disclaimer (cont’d)      2  Non-IFRS Financial MeasuresThis document may also include references to non-IFRS financial measures. Such non-IFRS measures should be considered only as supplemental to, and not as superior to, financial measures prepared in accordance with IFRS, and such non-IFRS measures may be different from non-IFRS financial measures used by other companies. Important Information About the Proposed Transactions and Where to Find ItThis document relates to a proposed transaction between Grab and AGC. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The proposed transactions will be submitted to shareholders of AGC for their consideration. PubCo intends to file a registration statement on Form F-4 (the “Registration Statement”) with the SEC which will include preliminary and definitive proxy statements to be distributed to AGC’s shareholders in connection with AGC’s solicitation for proxies for the vote by AGC’s shareholders in connection with the proposed transactions and other matters as described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to Grab’s shareholders in connection with the completion of the proposed business combination. AGC and PubCo also will file other documents regarding the proposed transaction with the SEC. After the Registration Statement has been filed and declared effective, AGC will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the proposed transactions. This communication is not a substitute for the Registration Statement, the definitive proxy statement/prospectus or any other document that AGC will send to its shareholders in connection with the business combination. AGC’s shareholders and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus, in connection with AGC’s solicitation of proxies for its special meeting of shareholders to be held to approve, among other things, the proposed transactions, because these documents will contain important information about AGC, PubCo, Grab and the proposed transactions. Shareholders and investors may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC regarding the proposed transactions and other documents filed with the SEC by AGC, without charge, at the SEC's website located at www.sec.gov or by directing a request to AGC. The information contained on, or that may be accessed through, the websites referenced in this document is not incorporated by reference into, and is not a part of, this document.INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.Participants in the SolicitationAGC, PubCo and Grab and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from AGC’s shareholders in connection with the proposed transactions. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of AGC’s shareholders in connection with the proposed transactions will be set forth in PubCo’s proxy statement/prospectus when it is filed with the SEC. You can find more information about AGC’s directors and executive officers in AGC’s final prospectus filed with the SEC on September 30, 2020. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.No Offer or SolicitationThis document is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed transactions or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.   35 
 

Exhibit 99.4

Business Combination between Grab and Altimeter
Investor Webcast Transcript
April 13, 2021

Vivian Tong

Hi, this is Vivian Tong, Head of US Investor Relations at Grab. Welcome to the Grab and Altimeter Capital Investor Webcast.

I would like to remind everyone that the information discussed today is entirely qualified by the disclaimers in the investor presentation included on the form 8-K filed today by Altimeter Growth Corporation, which may be accessed on the SEC’s website or at www.grab.com/investors.

A few items from the disclaimers to highlight are:

First, during this presentation, we will be making certain forward-looking statements including-- but not limited to-- projections or estimates about future performance, industry outlook and the proposed business combination.  These are inherently subject to risks, uncertainties and other factors that could cause actual facts or results to differ from these forward-looking statements;

Second, Grab’s 2018, 2019 and 2020 historical financial data included in this Presentation are subject to updates based on completion of an ongoing PCAOB audit.  Grab’s quarterly financial data included in this Presentation has not been reviewed or audited and is subject to further review and updates.

Third, in today's presentation, we may refer to certain non-IFRS financial measures. The definitions and limitations of these non-IFRS financial measures are also available in the investor presentation.

Accordingly, please refer to the complete investor presentation, which we have posted to Grab’s investor relations site and filed, for more information. You should not put undue reliance on these types of statements and data. Grab and Altimeter Growth Corporation are under no obligation and expressly disclaim any obligation to update, alter or otherwise revise any forward-looking statements or other information, whether as a result of new information, future events or otherwise, except as required by law.

Please review the form 8-K filed today, which also includes a copy of our press release and the investor presentation, for additional information.

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Additional information is available on the Grab Investor Relations website at www.grab.com/investors. Altimeter Growth Corporation will also be filing a Current Report on Form 8-K, which will include a copy of the business combination agreement and the investor presentation, with the Securities and Exchange Commission available at www.sec.gov.

For today’s presentation, we have the senior management team at Grab - Anthony Tan, Co-Founder and CEO of Grab, Ming Maa, President, and Peter Oey, CFO, as well as Brad Gerstner, Founder and CEO of Altimeter Capital Management.

Let me provide a quick overview of the proposed transactions.

Upon consummation of the proposed transactions, Grab will become a publicly listed company through its business combination with Altimeter Growth Corporation, which is a Nasdaq-listed SPAC.

We have commitments from PIPE investors of $4.0 billion in the aggregate, at a pro forma equity value of $39.6 billion.

Altimeter Capital Management and its affiliates have agreed to provide an anchor commitment of $750 million.

In addition, Altimeter Growth Corporation will provide $500 million of cash currently held in trust upon the consummation of the business combination, assuming no redemptions by its shareholders.

With that, I will turn it over to Brad to begin the call.

Brad Gerstner

Thank you Vivian - and thank you to everyone for joining us today.  I’m thrilled to be here with Anthony, Ming and Peter who will share more about Grab’s business and opportunity.

Before I turn over to this incredible team, let me just quickly reiterate Altimeter’s commitments as Grab’s long-term partner.

For those who don’t know Altimeter, we are venture and public company investors with a long track record of helping visionary founders build iconic companies, disrupt markets and improve lives through all stages of growth.  I have worked on over 100 IPOs and invested in such market leading companies as Snowflake, Uber, Zillow, Bytedance, Sea Limited, Pinduoduo, Roblox, Booking,com, and many more.

Altimeter is not in the SPAC business - rather we are in the business of being expert partners and investors in the worlds best internet and software companies - and Altimeter Capital Markets powers some of the worlds best IPOs  to help world class companies step into the public market.

And grab is one of them.

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Grab is an iconic founder-led, mission driven company.  To us, the Grab Superapp is a combination of some of the best mobility, food delivery, and financial services businesses you see globally - all in one app - that is beloved in Southeast Asia.  It fuels daily consumer interactions and also empowers millions of people in one of the fastest-growing regions in the world with the ability to earn an income.

So we are thrilled to be leading the Grab IPO investing $750 million alongside some of the world’s best institutional public market shareholders, including Fidelity, Morgan Stanley Investment Management, T Rowe Price, Nuveen and Malaysia’s PNB, among many, many others.

And, we have agreed to lock up our sponsor promote shares for 3 years. We are 100% aligned with Grab’s core values and we’ve pledged at least 10% of these shares to the GrabforGood Fund to support economic empowerment in Southeast Asia.

So that’s it.  Together we step into the public markets and embark on the next leg of this important journey to help people live better lives and help entrepreneurs make a living.  We are committed to offering founders better, fairer, and faster alternatives for their companies to enter the public markets.  And, we are honored to be on this journey with Grab.

Now I am pleased to introduce you to the co-founder and CEO of Grab - Anthony Tan

Anthony Tan

Thanks so Brad

It gives us immense pride to become a representative of Southeast Asian companies on the global public markets, with what is expected to be one of the largest U.S. public listings for a Southeast Asian tech company to date

We’ve been focused on Southeast Asia since day one because we believe deeply in this region’s potential.

And the step we’re able to take today is validation; there isn’t a more exciting place to be in today, than Southeast Asia.

We believe we’re in a great position to go public. Despite COVID-19 we’ve come out of 2020 stronger than ever, demonstrating the resilience of our business.

We achieved GMV of $12.5 billion and Adjusted net revenues of $1.6 billion in 2020 surpassing pre-pandemic levels

We’ve grown rapidly and consistently, while keeping our focus on ensuring the long-term sustainability of our business.

Going public now will give us wind in our sails to accelerate our mission ; our mission of empowering everyday entrepreneurs and bringing financial inclusion to the millions of unbanked and underbanked in our region, at the same time maintaining our focus on building a sustainable business for the long term.

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We evaluated the various options of going public and had been preparing for this journey to become a public company for over a year now.

Through that process, we met Altimeter and it became very clear that partnering with them was the best course for the company to go public, and we believe they are the right long-term partner for us. We chose to partner with Brad specifically and the Altimeter team because of several reasons.

One: they truly believe in our long-term vision and have committed to making a sizable investment in our future, which includes a lock-up of their sponsor promote shares.

Two: we share common values. They believe in our mission and want to help us have a broader impact in the world. They committed to supporting our GrabForGood Fund which seeks to uplift our partners and the broader community in Southeast Asia with programs that will provide the foundation for social and economic mobility, and opportunities to improve their quality of life.. And this is very meaningful to us.

Altimeter has what it takes to help us grow our business. Brad and the team have experience in building businesses; they have been where we are and they have the wisdom that comes with direct experience. And we value that.

We’re incredibly excited about the road ahead of us, and believe we can play a central role in the digital transformation of Southeast Asia.

We exist to drive Southeast Asia forward by creating economic empowerment for everyone, and we will further our mission through this transaction.

Grab was born out of a desire to create a truly unique, Southeast Asian enterprise with a double bottom line -- one that would deliver shareholder returns AND social impact at the same time.

We started Grab to offer consumers a convenient transportation option they could trust, while empowering drivers with tools to improve their productivity and income. As we look back over the last 8.5 years, we realized that our business has evolved tremendously. We’ve expanded all across the region and have become Southeast Asia’s leading superapp.

Our mission is supported by our 4H principles - Heart, Hunger, Honor, Humility.

These are the qualities we care about most as Grabbers.

They guide our very decision-making, and give us a sense of what’s important, what’s right, as we work to outserve Southeast Asia.

We invite you to view the Grab Way and the corporate video about Grab, which are available at our investor relations website where we discuss the 4H’s and why these principles build the foundation of our mission.

Our journey started in 2012 with the launch of our taxi hailing services. Today, with our diverse mobility service offerings, we are consumers’ #1 choice for ride-hailing in each of our markets.

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A major milestone for us was when we acquired Uber Southeast Asia operations in March 2018. This acquisition proved our ability to outcompete a well-funded, sophisticated global player.

The acquisition also laid the foundation for our Deliveries business regionally. We were totally new to the game and up against competitors who were entrenched in the business. But thanks to the strength of the Grab ecosystem, we were able to expand across all our 8 operating countries in just 2 years and became the #1 most loved food delivery player in Southeast Asia today.

We launched our financial services business starting with payments in 2017. Then in 2019, we expanded our offerings to include lending, insurance and wealth solutions.

Now looking into the future, I am excited about our many new growth opportunities. We want to leverage our strong consumer-facing business, to offer enterprise solutions to our merchants and business partners, through targeted advertising, localized map solutions, and localized fraud detection technology.

We were recently selected for the award of the first digital banking license in Singapore. This will be the FIRST digital banking license to be awarded by any regulators in Southeast Asia. This marks the dawn of a very exciting digital banking future across Southeast Asia.

The key to a Superapp is the relevance of our services to our consumers’ everyday lives. From the time the consumer wakes up and orders breakfast, commutes to and from the workplace, all the way to the evening when the consumer pays bills or shops online.

We focus on these everyday transactions like transportation, eating, shopping, and digital payments. It’s this laser-focus on daily habits that allows us to capture as many different touchpoints for wallet spend as possible.

What makes us unique is that all of this is on 1 single platform, while most other companies bifurcate their services across multiple apps. In addition, our transactions are high frequency in nature which helps create habituation and trust.

Today, we've scaled beyond transportation into a whole array of everyday consumer services including deliveries and financial services.

We’ve stitched all this into a seamless user experience for the consumer in one single superapp, that we localized for each market of our 8 markets in Southeast Asia.

We’re constantly localizing the consumer experience for every country because the specific services that drive the flywheel are different country-by-country

For instance, in Indonesia, pre-paid mobile top-ups called pulsa are very popular, so that’s one of the services you’ll see on the front screen in that country

In Thailand and Cambodia, we offer 3-wheel tuk-tuk services because they’re a popular local mode of transportation

And we’d like to show you a quick video that shows our product in action.

We’re the leading superapp in Southeast Asia, and the regional leader in our 3 core segments of deliveries, mobility, and financial services.

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We've expanded across the region, and are in approximately 428 cities in 8 countries with 25 million monthly transacting users.

This is all enabled by our driver network of more than 5 million drivers, which is more than 2.5x the size of our next closest competitor, and more than 2 million merchants on our platform

In spite of the huge challenges caused by the COVID-19 pandemic, our business has now surpassed pre-COVID levels. Overall, we’re extremely blessed to have a resilient and diversified business.

And in spite of the toll of the pandemic and the fall in demand of our Mobility business throughout 2020, we achieved a GMV of $12.5 billion and Adjusted net revenues of $1.6 billion, which more than tripled over a 2-year period compared to 2018.

Peter and Ming will be providing more color and texture into our growth and performance in the upcoming sections.

We are only just getting started. With more than 70 million SMEs in Southeast Asia, and countless more unrecorded, there’s still tremendous room for growth.

My aspiration is that one day, Grab will play a role in empowering and uplifting even more everyday entrepreneurs across Southeast Asia.

In the immediate term, this means we will be focused on:

One: building the largest, lowest cost delivery and distribution network for anything you as a consumer might want - whether it’s services or products

Two: reinventing mobile payments and financial services that will help further accelerate the growth of the digital economy in this region that is still significantly underbanked and underserved.

This infrastructure will help enable us to expand into new products and services to enhance the Superapp experience. I’m really excited about the road ahead of us.

Now I’ll hand over to Ming to share more about the opportunities ahead.

Ming Maa

Thanks Anthony

I’ll walk through a few key highlights, including come context on the large and underpenetrated market that we operate in and our strategy behind how we created the largest Superapp ecosystem in the region, and achieved category leadership - all based on a hyperlocal-first approach and powered by machine learning.

Now first of all, we’re still at the very early stages of adoption. Southeast Asia is China 5 years ago. In Food delivery, tremendous penetration headroom yet to go.

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Obviously COVID accelerated adoption across the board, but what's so critical to understand is even when cities open back up, as they have in Singapore for well over a quarter now, we're seeing deliveries continue to stick; and continue to grow.

In Mobility, we’re still just scratching the surface.

We have a lot of dense cities, where public transportation infrastructure has limited reach, and where car ownership largely unaffordable.

And lastly in financial services: Roughly 6 in every 10 consumers are either unbanked or underbanked and the vast majority of commerce continues to be done through cash. So we have this very unique opportunity in time to bypass traditional banking altogether.

In deliveries, we are the largest provider at scale - over $5.5 billion of GMV. Our growth has exceeded 200% per annum in a market that we expect to reach $21 billion by 2025. And importantly, we’re already segment EBITDA breakeven in 5 of our 6 core markets today.

In mobility, this is a segment where we have made great strides in improving financial performance; we generate segment EBITDA margins of 11% of GMV or 55% of revenues as of last quarter. And there are real long-term structural reasons behind our margin profile.  And importantly, we were segment EBITDA profitable throughout all of COVID.

In financial services, we’ve scaled this business off the billions of transactions in our ecosystem, and we’ve now hit that very important inflection point in the S-curve where 40% of GrabPay is now transacting outside of our platform; and we’ll continue to push that figure higher and higher every year.

Two key points to highlight on this page. First, we are the #1 category leader in all our key segments, and that includes food deliveries, ride hailing and financial services (in terms of digital wallet payments). We achieved leadership in online food deliveries and digital wallet payments after just 3 years of operations, and that’s a direct result of our superapp strategy.

And second, we are a regional business. No single country contributes more than 35% of our Adjusted net revenues. And this is important because a regional strategy diversifies our market risk and creates resiliency. For example, some of our larger markets like Indonesia have been severely impacted by COVID, but despite that, and because of the recovery that we’re seeing in other markets, our total revenues as of the end of last year has exceeded our total pre-covid revenues. All of this was all made possible by our diversified business.

Our superapp strategy is based on creating a flywheel by adding more daily services over time to grow consumer spend and engagement on our platform. And as consumer spend grows, the income opportunities for our merchant and driver partners also grow, and that pulls in even more merchants and drivers onto our platform.

This then creates wider selection, better value, faster delivery times, and improves consumer experience and consumer loyalty.

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And behind every transaction is our financial services segment, which offers a specifically customized product through every step of this virtuous cycle to encourage greater spend and higher earnings.

Now, turning to metrics. There are clear benefits to life-time value when we drive engagement on our superapp. And our super app strategy allows us to capture some very powerful GMV cohort dynamics - just 2 points on this page. First, going from left-to-right, our cohorts are consistently spending more on Grab each and every year.

And that’s true even during COVID, which are the years boxed in green

Second, new cohorts are consistently ramping up their spend on Grab at a faster rate than older cohorts. Meaning the flywheel is spinning faster every year as we build out new services for our consumers.

With that, I’ll hand over to Peter

Peter Oey

Thanks Ming. I will take you through our financial highlights, including our projections. I will also profile our 3 key business segments and their summary financials.

Let’s kick off looking at our consolidated financial profile & start with GMV and Adjusted net revenue.

Despite COVID we ended 2020 with roughly flat GMV. Our Deliveries and Financial Services segments cushioned the impact on our Mobility segment. Looking ahead we are projecting our GMV to grow by a CAGR of 40% from 2020 – 2023.

Now where is this growth coming from. Mobility plays a key part of this growth and we expect Mobility to recover the by second half of 2022.

A great example of our mobility rebound from COVID is Singapore, where our Adjusted net revenue in the first several months of 2021 has already exceeded pre-COVID level highs on a comparable basis. This demonstrates we are able to resume our growth trajectory as our markets adapt to a new normal, and we’ll discuss this in more detail in the Mobility section.

For Deliveries and Financial Services businesses we are sustaining the momentum we are seeing and experiencing.

If we look at the right chart despite GMV being flat in 2019 to 2020 we actually grew Adjusted net revenue by 60% for the same period. And that’s driven by an increase in our take rate from 8% to 13%

Looking ahead we are expecting continued rapid growth for Adjusted net revenues at a 42% CAGR from 2020 to 2023

We have taken a conservative approach and assumed in our projections that Adjusted net revenue remains flat as a percentage of GMV

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Let’s now look at profitability. Our contribution margins improved greatly from 2019, and were positive in 2020 at 7% of Adjusted net revenue. We do expect our contribution margin to continue to grow over the next several years. On the right chart is our consolidated EBITDA profile. In Mobility, we have been segment EBITDA positive since 4Q 2019. In Deliveries, we are already segment EBITDA positive in 5 out of our 6 core markets. As we continue to scale with positive contribution margins, we expect to reach EBITDA breakeven in the latter part of 2022, and achieve positive EBITDA for 2023

Here is what is driving the long term profitability profile:

First, optimization of our sales and marketing spend, driven by our ability to sustain growth in user engagement.

Second, optimization of our fixed and headcount cost base, with increase in our scale across services.

And, third, optimization of our cloud and other technology costs, as we innovate on our technology architecture.

I also wanted to highlight that our business is capex-light, with a negative net working capital profile. This translates to a very strong free cash flow generative profile which ramps up as our EBITDA grows.

I will now cover the financial highlights of our 3 key segments:

First, let me touch on Deliveries, which today makes up the majority of our revenues. While our Deliveries business is relatively young, it has grown at a 203% CAGR from 2018 to 2020. This underscores the quality of relevance of our deliveries solution in our markets, and the acceleration of consumer adoption due to COVID. In terms of growth, we expect to grow at a 39% CAGR over the next 3 years. This is driven by sustained growth in food delivery, also the ramp up in our groceries delivery business, as well as growth in our parcel delivery business which has benefitted from the strong growth of e-commerce in Southeast Asia. As we demonstrate our ability to help merchants expand their businesses, we have also been able to expand our take rate.

Adjusted net revenue as a percentage of GMV more than doubled from 6% in 2018 to 15% in 2020. We are taking a conservative approach, by forecasting take rates to remain stable over the next three years

We have delivered strong improvement in our segment EBITDA, and as I had had mentioned earlier, we are already segment EBITDA positive in 5 out of our 6 core markets in Deliveries

We expect to breakeven on a segment EBITDA basis in 2022 and subsequently scale our margins to 15% of Adjusted net revenues by 2023.

Turning to Mobility next on slide 21 – our Mobility segment experienced strong growth in 2019, but declined in 2020 due to COVID. However we see encouraging signs of recovery with several of our markets already approaching pre-COVID levels of activity. Our diversified presence provides our business strong resilience which is helping us to successfully navigate through peaks and valleys in COVID. We expect our Mobility segment to recover by the second half of 2022. Recent developments on the COVID vaccine and our commitment to the successful rollout across Southeast Asia provides us confidence in the recovery trajectory

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As mentioned, Singapore is a great example where we are seeing strong demand in Mobility as we recover from COVID.  We have begun our road to recovery from the pandemic despite certain segments of the Mobility business that are still largely missing due to travel restrictions, such as airport rides and tourism driven rides. This demonstrates we are able to resume our growth trajectory as our markets adapt to a new normal

Our Adjusted net revenue as a percentage of GMV continued to increase in 2020 despite the impact of COVID. We expect it to remain steady at around 20% between now and 2023. In terms of profitability Mobility became segment EBITDA positive in 4Q 2019.  We delivered strong financial performance in 2020 despite COVID. We are projecting to continue scaling profitability on a segment EBITDA basis for Mobility to a steady state of about 13% of GMV.

Let me now transition to our financial services segment. This slide is a busy slide because getting to where we are today has taken a massive amount of effort building our financial services architecture, infrastructure and suite of licenses.

We’ve also been working constantly with regulators to build trust. Today we have access to payment licenses in our core markets, insurance licenses in 6 countries, and lending licenses in 5 countries. We have also been selected for the award of a digital bank license in Singapore. This is a unique portfolio of licenses that we’ve worked hard at obtaining over the last few years, putting Grab in a great position as we build out our Financial Services in the near term. As of today, we have launched a range of solutions under the 4 major services - Payment & Rewards, Lending, Insurance and Wealth Management.

Looking at the numbers on the right, we delivered payments TPV of $8.9 billion in 2020, representing a 102% CAGR from 2018. Of this amount, $4.0 billion or approximately 40% of TPV was from off-Grab services. Now going forward, we are projecting TPV growth of 29% CAGR through 2023. We expect off-Grab TPV to grow to be about roughly 60% of TPV by 2023, as we accelerate the growth of our off-Grab payments network

We project our Adjusted net revenue to grow at a 23% CAGR over the next 3 years. The majority of our Adjusted net revenue comes from payments today. However, as we expand our range of financial services, we expect the proportion represented by non-payments services to grow to 46% in 2023. Overall, we are very bullish on our Financial Services segment, and believe that there is substantial headroom for growth not yet fully reflected in these projections. For instance, if we’re able to build and ramp up our digital bank in Singapore, which will take time, it will help us to drive a further upward inflection in our long term trajectory

I will conclude with a quick recap of our key investment highlights.

First, we are the category leader in a highly underpenetrated market with massive headroom for growth.

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Second, we have created a tightly integrated set of assets – our technology infrastructure, our large ecosystem of use cases, and our broad network of consumers, drivers and merchant partners.

Third, with these and our hyperlocal approach, we have created a set of offerings that are important to the daily lives of millions of people across Southeast Asia.

And fourth, all these allow us to deliver higher growth and better margins.

We are at an inflection point today. And we are just getting started. We have proven that we’re able to build a resilient, sustainable and high growth business; going back to what Anthony said, can deliver a double bottom line - profits and social impact at the same time.

I am confident that the team will continue to execute with a laser focus on our mission to drive Southeast Asia forward by creating economic empowerment for everyone

Thank you for taking the time to join our presentation today; especially to our supportive shareholders who have been on this journey with us since the beginning, and those we have recently welcomed through this transaction, and to anyone joining in to learn more about this incredible company we continue to build.

We thank our participants for giving us this opportunity to share our story with you. And I hope you will join us on our journey to create a better future for Southeast Asia.

Forward-Looking Statements

This document includes “forward-looking statements” within the meaning of the federal securities laws with respect to the proposed transaction between Grab Holdings Inc. (“Grab”), J1 Holdings Inc. (“PubCo”) and Altimeter Growth Corp. (“AGC”), and also contains certain financial forecasts and projections. All statements other than statements of historical fact contained in this document, including, but not limited to, statements as to future results of operations and financial position, planned products and services, business strategy and plans, objectives of management for future operations of Grab, market size and growth opportunities, competitive position, technological and market trends and the potential benefits and expectations related to the terms and timing of the proposed transactions, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” or other similar expressions. All forward-looking statements are based upon estimates and forecasts and reflect the views, assumptions, expectations, and opinions of AGC and Grab, which are all subject change due to various factors including, without limitation, changes in general economic conditions as a result of COVID-19. Any such estimates, assumptions, expectations, forecasts, views or opinions, whether or not identified in this document, should be regarded as indicative, preliminary and for illustrative purposes only and should not be relied upon as being necessarily indicative of future results.

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The forward-looking statements and financial forecasts and projections contained in this document are subject to a number of factors, risks and uncertainties. Potential risks and uncertainties that could cause the actual results to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, changes in domestic and foreign business, market, financial, political and legal conditions; the timing and structure of the business combination; changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations; the inability of the parties to successfully or timely consummate the business combination, the PIPE investment and other transactions in connection therewith, including as a result of the COVID-19 pandemic or the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the business combination or that the approval of the shareholders of AGC or Grab is not obtained; the risk that the business combination disrupts current plans and operations of AGC or Grab as a result of the announcement and consummation of the business combination; the ability of Grab to grow and manage growth profitably and retain its key employees including its chief executive officer and executive team; the inability to obtain or maintain the listing of the post-acquisition company’s securities on Nasdaq following the business combination; failure to realize the anticipated benefits of business combination; risk relating to the uncertainty of the projected financial information with respect to Grab; the amount of redemption requests made by AGC’s shareholders and the amount of funds available in the AGC trust account; the overall level of demand for Grab’s services; general economic conditions and other factors affecting Grab’s business; Grab’s ability to implement its business strategy; Grab’s ability to manage expenses; changes in applicable laws and governmental regulation and the impact of such changes on Grab’s business, Grab’s exposure to litigation claims and other loss contingencies; the risks associated with negative press or reputational harm; disruptions and other impacts to Grab’s business, as a result of the COVID-19 pandemic and government actions and restrictive measures implemented in response; Grab’s ability to protect patents, trademarks and other intellectual property rights; any breaches of, or interruptions in, Grab’s technology infrastructure; changes in tax laws and liabilities; and changes in legal, regulatory, political and economic risks and the impact of such changes on Grab’s business. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of PubCo’s registration statement on Form F-4, the proxy statement/consent solicitation statement/prospectus discussed below, AGC’s Quarterly Report on Form 10-Q and other documents filed by PubCo or AGC from time to time with the U.S. Securities and Exchange Commission (the “SEC”). These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. In addition, there may be additional risks that neither AGC nor Grab presently know, or that AGC or Grab currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. Forward-looking statements reflect AGC’s and Grab’s expectations, plans, projections or forecasts of future events and view. If any of the risks materialize or AGC’s or Grab’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.

Forward-looking statements speak only as of the date they are made. AGC and Grab anticipate that subsequent events and developments may cause their assessments to change. However, while PubCo, AGC and Grab may elect to update these forward-looking statements at some point in the future, PubCo, AGC and Grab specifically disclaim any obligation to do so, except as required by law. The inclusion of any statement in this document does not constitute an admission by Grab nor AGC or any other person that the events or circumstances described in such statement are material. These forward-looking statements should not be relied upon as representing AGC’s or Grab’s assessments as of any date subsequent to the date of this document. Accordingly, undue reliance should not be placed upon the forward-looking statements. In addition, the analyses of Grab and AGC contained herein are not, and do not purport to be, appraisals of the securities, assets or business of the Grab, AGC or any other entity.

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Non-IFRS Financial Measures

This document may also include references to non-IFRS financial measures. Such non-IFRS measures should be considered only as supplemental to, and not as superior to, financial measures prepared in accordance with IFRS, and such non-IFRS measures may be different from non-IFRS financial measures used by other companies.

Important Information About the Proposed Transactions and Where to Find It

This document relates to a proposed transaction between Grab and AGC. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The proposed transactions will be submitted to shareholders of AGC for their consideration.

PubCo intends to file a registration statement on Form F-4 (the “Registration Statement”) with the SEC which will include preliminary and definitive proxy statements to be distributed to AGC’s shareholders in connection with AGC’s solicitation for proxies for the vote by AGC’s shareholders in connection with the proposed transactions and other matters as described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to Grab’s shareholders in connection with the completion of the proposed business combination. AGC and PubCo also will file other documents regarding the proposed transaction with the SEC.

After the Registration Statement has been filed and declared effective, AGC will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the proposed transactions. This communication is not a substitute for the Registration Statement, the definitive proxy statement/prospectus or any other document that AGC will send to its shareholders in connection with the business combination. AGC’s shareholders and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus, in connection with AGC’s solicitation of proxies for its special meeting of shareholders to be held to approve, among other things, the proposed transactions, because these documents will contain important information about AGC, PubCo, Grab and the proposed transactions. Shareholders and investors may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC regarding the proposed transactions and other documents filed with the SEC by AGC, without charge, at the SEC's website located at www.sec.gov or by directing a request to AGC. The information contained on, or that may be accessed through, the websites referenced in this document is not incorporated by reference into, and is not a part of, this document.

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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Participants in the Solicitation

AGC, PubCo and Grab and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from AGC’s shareholders in connection with the proposed transactions. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of AGC’s shareholders in connection with the proposed transactions will be set forth in PubCo’s proxy statement/prospectus when it is filed with the SEC. You can find more information about AGC’s directors and executive officers in AGC’s final prospectus filed with the SEC on September 30, 2020. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.

No Offer or Solicitation

This document is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed transactions or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

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Exhibit 99.5

Business Combination between Grab and Altimeter
Grab Corporate Film Transcript
April 13, 2021

NARRATOR:

Southeast Asia is a place brimming with ambition, but also limitations. Millions face challenges in their everyday lives.

That’s why we’ve created the Everyday Everything App. A platform that's creating new possibilities for millions of people to thrive, just like Alicia.

Alicia (Traditional food truck owner, growing with GrabFood):

My Jollijeep serves many food like sisig sa rada.

Jollijeeps are very traditional.

Because of Grab’s technology we can reach out to so many people, not just in Makati, but everywhere.

Now, I have my new regular customers that I have never seen.

Because my business is better now, I can take care of my family, especially now that I have my grandchildren.

NARRATOR:

Now that local restaurants can reach more customers, GrabFood is helping to level the playing field.

But sometimes the obstacles aren’t to do with money, but independence.

Mokhtar (Grab Delivery Partner, person with disability):

I was a very active person. I played soccer, I played Golf.

When I first got stricken by a stroke, I just found myself useless.

My wife had to carry the role of the single breadwinner of the house.

I just can’t let her do it. I had to get back up again and do it for my family.

And with Grab, it gives me a chance to prove to the rest of the world that I don’t have to depend on anyone else to move around.

NARRATOR:

And Mokhtar’s not the only one proving that you can overcome what life throws at you.

Rudianto is one of the 100million unbanked we’ll be helping access the digital economy by 2023.

Rudianto (GrabCar Driver):

Before I had a savings account, I kept all my money in a drawer.

I was worried that it would get stolen.

I didn’t know of digital currency then.

Then I found out that I could open a ‘money’ account with Grab.



I have been driving with Grab for 4 years.

I kept saving money.

And thanks to god, I was able to build a house. I was able to buy a car.

Now, my wish is to get married.

NARRATOR:

And there are thousands of other people and businesses well on the way to reaching their dreams.

One such business is Piscok super.

Anthony (Owner of Piscok Super, operating out of GrabKitchen):

We started as a small outlet in Mokkasar.

In Jakarta, if you want to expand your business faster, it will be expensive.

A lot of small businesses are struggling.

They’re lacking support, financing, infrastructure.

GrabKitchen provides you with the facilities: Kitchen, utilities and payment gateway.

With this kind of support, within one or two months, I’ve already expanded my business by more than 5 outlets.

NARRATOR:

With GrabKitchen, small restaurants are popping up and expanding across the region.

But some problems, like waiting for hours to receive medical advice require a new solution. And Grab is working on it.

Fei (GrabHealth Lead):

In my personal experience, when you go to the doctor, you take your queue number as early as 6 in the morning. You can easily get your turn at 1pm.

GrabHealth is a platform where you can have access to trusted and reliable medical information, and get your medical supplies to your doorstep.

Our vision is to have one private doctor in every family.

NARRATOR:

Southeast Asia is made up of over 641 million people. And to Grab, that’s millions of reasons to never stop empowering them with the Everyday Everything App.



Exhibit 99.6

Business Combination between Grab and Altimeter
Grab Corporate Video Transcript
April 13, 2021

Anthony:

Hello, I am Anthony Tan, co-founder and CEO of Grab.

Hooi Ling:

Hi, I am Hooi Ling, co-founder and COO of Grab.

Anthony:

9 years ago, Hooi Ling and I met at business school.  We connected on our shared passion for our home of Southeast Asia and were inspired by the idea that economic profitability and social impact don’t need to be

mutually exclusive.

When we first conceived of Grab it was to build a company that could be run profitably and also be a force for good in Southeast Asia.

Southeast Asia is a wonderful place where Grab and over 650 million people call home. It is spread across 11 countries, hundreds of cities and is a melting pot of many different people, languages and cultures.

This diversity makes SE Asia a truly unique place, but also one where the challenges are very real. Cities are getting more and more congested. Income inequality is widening, leaving out those who are underserved and underprivileged. Sadly, these challenges affect millions of people and businesses. Overcoming them is central to Grab’s history.

Hooi Ling:

One of the first challenges we took on was Safety. In Southeast Asia, public transport infrastructure can be limited and car ownership expensive. Back then, people would think twice about hailing a taxi.  But some of us didn't have a choice as there were no better options.

I still remember the fear and vigilance I felt every time I took a taxi home late at night. I would pretend to be on the phone with my mother to create a sense of security. This fear was something many women experienced.

At the same time, we realised that taxi drivers had their own difficult challenges too. They were stuck in a system that had not innovated to serve them better,  trapped in unfavourable lease terms, and working under poor conditions. Many lived hand to mouth, with little control over their own time and income.

We founded Grab to create a solution that doesn’t just make it safe and easy for anyone to commute, but also give drivers a better way to earn a living for their families.

Anthony:

Getting Grab off the ground was an immense challenge but we overcame it with lots of perseverance, sweat and even tears. We pounded the pavement to recruit drivers at coffee shops, petrol stations, and taxi queues. We helped drivers download the app, set up their first bank account, and explained how it all worked – one driver at a time.



Today, 9 years on, we’re well on our way to building an enduring platform that is both a good business and one that is a force for good.

Before we dive into our business, let’s take a tour together across Southeast Asia and hear from our consumers, merchants and drivers, their stories of how Grab has impacted their lives.

Anthony:

These are the kinds of stories that inspire my team and I to do what we do everyday.

Let me outline some of the fundamentals of our business.

Today we are Southeast Asia’s leading superapp for hyperlocal services. We offer essential high-frequency consumer services – all available in a single “everyday everything” app.

As Southeast Asia’s market leader in our core verticals of deliveries, mobility and digital financial services, we’ve achieved leading scale through technology and a hyperlocal approach to the close to 400 cities and 8 countries that we operate in.

Every month, the Grab ecosystem connects consumers from all walks of life with millions of driver and merchant partners.

They rely on us to meet their everyday needs. From getting breakfast delivered and riding to work in the morning, to sending money and packages to their friends and family, ordering groceries and daily necessities, and even procuring insurance, lending and investment products priced for the everyday Southeast Asian.

Our highly integrated ecosystem and diversified service offerings benefit our drivers too. Almost half of all our active drivers earn from fulfilling bookings across multiple services on the Grab app.

Using our driver superapp, they are able to seamlessly toggle between accepting ride-hailing, food and goods delivery bookings, and even earn from helping our consumers top up their GrabPay wallets.

The peak hours for our Mobility and Deliveries business are different, enabling our drivers to maximize their earnings by staying busy all day, while minimizing cost to consumers.

During the morning rush hour, they focus on transporting people. At lunch time, they deliver food. In the afternoon, they deliver packages, and then during evening rush hour, they go back to transporting people and delivering dinner.

Today, our 5 million driver partners form the region’s leading on-demand mobility, logistics and distribution network. This network allows us to fulfill orders faster and more affordably, as well as onboard small restaurants, local entrepreneurs, and traditional businesses, allowing them all to participate in the digital economy.

Across the region, 2 million merchants, ranging from street side hawkers to international brands, partner with us to offer our consumers unrivalled selection, convenience and value.

Beyond providing them with access to a large engaged consumer base, we equip them with tools, data and insights to help them grow their business, reduce costs, and improve their productivity.



I am so proud that our ecosystem is able to create income opportunities for millions of everyday entrepreneurs, in ways that support their life choices and aspirations.

Our mission is to drive Southeast Asia forward by creating economic empowerment for everyone. The Grab Way articulates this very mission, and how we believe we can achieve it.

Our values can be defined by what we call the “4H’s”.

- Heart, to serve our communities and each other, leveraging technology as a force for good.

- Hunger, because achieving our mission requires tremendous grit and drive

- Honour, because our word is our bond

- Humility, acknowledging that we are all a work in progress.

The 4H’s guide our decision-making. They give us a sense of what’s important, and what’s right, as we work to serve Southeast Asia.

Now, I’ll turn over the rest of the presentation to Ming and Peter.

Ming:

Thanks Anthony,

Let me share with you a few highlights about our business.

First, Southeast Asia is a large market with several powerful drivers of secular growth. It’s home to a very large population, twice the size of the United States. It’s one of the fastest growing regions in the world with 7% GDP growth. And it’s home to a very young demographic of mobile natives, where over half the population is under the age of 30.

Against this macro backdrop we’re focused on large market opportunities that are at an early stage of growth, and expect our total addressable market to grow tremendously across our 3 core segments.

By 2025, the total consumer spend across F&B, e-commerce, and transportation in Southeast Asia will exceed US$500 billion, representing a very large and durable opportunity for Grab to address through our core segments.

For Deliveries, the COVID-19 pandemic has accelerated adoption by several quarters. Only 8% of consumer food service spend in 2019 was in the form of deliveries, and this has more than doubled in 2020 during the pandemic.

For Mobility, COVID-19 impacted the industry around the world as people stayed home, but we’re seeing strong recoveries take place as cities start moving and economies reopen.

For example, in Singapore, not only has our mobility business recovered, but it’s now 10% higher than pre-covid levels.

And we expect the mobility market to continue to grow because our penetration rates remain a fraction of where they are in the United States.

And then finally, financial services is a particularly high growth market opportunity.

Today, roughly 3 in 4 Southeast Asians are either unbanked or underbanked and the vast majority of commerce continues to be done in cash.



And this, we believe, presents a tremendous opportunity for us to create a regional fintech platform that spans payments, lending, insurance and asset management.

Second, we have an iconic brand that is deeply embedded into the daily lives of millions of Southeast Asians.

From the moment you wake up, until you turn off the lights, we are the everyday everything app that millions of Southeast Asians turn to for their most common needs.

Whether it's ordering breakfast, getting a ride to work, buying groceries, or paying a bill.

Our focus on everyday transactions that span across eating, shopping, transportation, and digital payments is what allows us to capture as many different touch points as possible for wallet spend.

This is the Superapp strategy, and we’re confident that no one executes on this better than Grab.

And you can see the results of this strategy in the tremendous brand recognition that we have. Today, in any of the 8 countries that we operate in, consumers prefer to “Get a Grab’”, or “do Grab for dinner” more than any other company.

Third, our ecosystem creates a powerful flywheel that accelerates growth and underpins our competitive moat. Every day, millions of transactions occur on our platform. And the more activity we generate, the greater the benefits for everyone in our ecosystem. As we add more services, we give consumers more reasons to increase their engagement on our platform. And the larger and more engaged our consumers become, the more income opportunities we create for our merchant partners. This then draws more drivers and delivery partners into our ecosystem.  Which then leads to greater selection, better value, and faster delivery times. And all of this improves our consumer experience and retention and lowers our cost of acquisition. And over time, this creates a virtuous cycle of growth for not only ourselves, but for everyone in the ecosystem.

Now, if we look at our metrics, approximately 40% of first-time GrabFood consumers are also mobility consumers.

In fact, the proportion of our consumers that uses 2 or more services from Grab has grown by 5x over the last 2 years.

And because they’re using more services, they’re spending more on Grab.

In fact, the GMV per active user has grown by more than 3x and we believe there’s large headroom to continue growing this even further

Now, not only does wallet spend grow but the more services that our consumers use, the higher their retention rates.

Of the active users that use more than 3 services from Grab, approximately 75% of our consumers a year ago are still with us using Grab today. And all of these effects drive higher consumer lifetime values over time.

Now our Superapp strategy also drives meaningful synergies on the cost side for 2 reasons:


First, because all of our services are on 1 platform, we can very easily roll out and cross-sell additional services to our consumers, to our drivers, to our merchants, without requiring a separate download. For example, over 57% of our GrabFood consumers use our mobility services, and almost 4 in 10 of our active driver partners, who are credit eligible, have also taken up a loan from our financial services group. And all of this cross-sell drives down our total acquisition costs.




Second, our broad driver network can also act as a free wallet top-up channel for consumers – think of it as an ATM that comes to you. And this is acutely critical in unlocking markets that are highly unbanked or underbanked.

We operate with a deeply hyperlocal approach that is absolutely critical to success in a region as diverse as Southeast Asia.

We operate a truly regional business and have proven our ability to win across multiple geographies.

Now in part, this is because we’ve known from the beginning that every country is different, and localizing our services and localizing our approach is key to operating in the region

We invest in dedicated ‘boots on the ground’ execution teams in every single country.

And we invest in developing and maintaining deep and long-standing relationships with governments across the region, because the key is in helping our government partners nation-build and solve some of their most important challenges.

For example, Ramadan bazaars are a yearly highlight in countries like Malaysia. When they were cancelled due to social distancing requirements, we worked with local governments to bring bazaar sellers online.

In Singapore, the government selected Grab to deliver Covid relief disbursements to drivers.

And in Indonesia, we’re helping to accelerate vaccination efforts by setting up drive-through vaccination centers across several cities.

Our user experience is also tailored to the needs of our consumers in each individual market.

We offer motorbike transportation in Thailand, Indonesia, and Vietnam, we offer tuk-tuk transportation in Cambodia, tricycle hailing services in Philippines, and all of these are not just popular, they are often the preferred mode of transportation in our markets.

Fifth, we’ve invested heavily into AI and our own proprietary platforms that create long-term moats around our business.

The volume and frequency of data that we process through our platform each and every single day gives us an unrivalled view on consumption patterns and consumer behaviours across Southeast Asia. No one knows Southeast Asia like we do.

We bring this data together with deep AI and machine learning capabilities, not just to power intelligent and delightful consumer outcomes, but to help solve bigger problems in the region like fraud and traffic congestion.

For example, our routing algorithms optimize the efficiency for driver-partners. Every ride factors in over 50 different attributes including the driver profile, ride history, location, time of day etc. to find passengers the best match possible.



This helps our driver-partners maximize their earnings potential, and leads to shorter wait times and the lowest possible fees for our consumers.

AI powers much of the Grab experience today.  From personalizing every engagement our consumers have on our platform, to driving operational and service efficiency. AI is at the core of what we do.

And we’ve started to monetize a lot of our tech expertise. For example, GrabDefence is our in-house fraud prevention and detection platform that allows us to maintain the highest integrity of transactions in the industry. We have a unique insight into how fraud operates in the region, and we’re now happy to offer GrabDefence to all other companies in our ecosystem.

Peter:

The strengths that Ming just discussed have enabled us to build a strong business with a unique combination of leadership, scale, growth and rapidly expanding margins.

Through the combination of our ecosystem and everyday everything app, we offer a broad range of services that we recognize in 4 business segments: Deliveries, Mobility, Financial Services, and Enterprise and Other Services.

Let me provide a brief summary of each:

Let's start with Deliveries.

Our Deliveries business provides on-demand delivery of ready-to-eat meals, groceries, and parcels. We have 900,000 restaurants in our ecosystem, which provides greater service diversity for our consumers, and increases the income opportunity for our drivers. It contributes to a significant portion of our revenue today.

Our deliveries business is a real success story of how we were able to leverage our driver network and hyperlocal expertise to grow rapidly.

We started focusing on ramping up food delivery only about 2 years ago and in a very short period of time, we have already become the #1 player in the majority of our markets with an annualized GMV of $6.8B, with net revenues growing more than 10x since 2018.

As of December 2020, we had surpassed a $1 billion net revenue run rate while making significant strides to improve profitability.

We also reached a significant milestone in our path to profitability for the segment as we have reached a positive segment EBITDA margin in 5 out of 6 core markets.

Let's turn our attention now to Mobility.

Our Mobility business provides services including private rides, motorcycle, taxis and carpool services.

We started the Grab business 9 years ago with Mobility and this business has enabled us to form a strong foundation of driver partners from which our other businesses have been able to leverage and grow.

Given our scale and leadership across Southeast Asia, we have been able to manage this business towards sustained profitability despite Covid-19.



While most of the countries in Southeast Asia are still in lockdown mode, we are already seeing a nice recovery in mobility.

December was 5x what we saw at the bottom at the early onset of Covid-19.

In October 2019, we achieved segment EBITDA profitability for Mobility, marking a key milestone.

We demonstrated a strong segment EBITDA margin of over 10% in Q4’20 despite ongoing Covid-19 restrictions in the region. This leads the industry and we have been able to sustain and expand our margins despite impacts from Covid-19.

Switching now to our 3rd segment, Financial Services.

Our Financial Services business provides payments, rewards, lending, wealth management, insurance, remittances and other services.

As Southeast Asia’s No. 1 SuperApp, Grab has an enormous user base with large payment volumes through our ecosystem incorporating multiple ‘hook’ use cases.

We launched GrabPay in 2017 as a digital payments tool for our core ride hailing and food delivery businesses and have since extended the payment options for third party merchants and launched a portfolio of Digital Financial Services to drive additional monetization across the platform.

We launched our lending business in 2019 with financing solutions targeted to our driver and merchant partners.

Our GrabInsure business was also launched in the same year, to offer fractionalised insurance products that were bespoke and relevant for our ecosystem of consumers and drivers.

Given the lack of financial literacy in Southeast Asia, we saw a significant opportunity for personal investing. It was with this in mind that GrabInvest was launched in 2020.

In December 2020, we took one step further in our journey to increase financial inclusion within the region, as the Grab-Singtel consortium was selected by the Monetary Authority of Singapore to build a digital full bank.

We have recently raised over US$300M+ in the Series A funding round for our Financial Services business, marking an important next step in the growth of this segment.

Our fourth segment is Enterprise & Other Services. We have exciting and emerging verticals including GrabAds, which allows businesses to place targeted and personalized ads on our platform; GrabDefence, our anti-fraud detection systems.

Next, let me provide a few highlights on our financials.

We doubled our business from 2018 to 2019, and then COVID hit; but if you annualize our latest month’s performance, we have grown meaningfully again in terms of GMV.

In terms of net revenue, we have grown exponentially in 2020, despite Covid-19, because of the diversity of our businesses and increasing monetization initiatives.



There has been a dramatic improvement in EBITDA, as we have always had an eye on profitability while going after the big opportunity in front of us, and as we previously mentioned, our Mobility business is profitable, but we are still investing for growth and expanding our verticals.

We have a solid balance sheet and ample cash at the Company - US$3.5 billion in total as of December 2020 and a cushion of an additional US$2 billion with the Term Loan B facility having closed earlier this year.

We are improving our cash generation as Mobility is profitable and Deliveries is nearing breakeven.

With that, let me turn it back over to Anthony.

Anthony:

Today, the combination of our thriving ecosystem, proprietary tech, and exceptional scale enables us to take on the many challenges in this growing region of Southeast Asia.

I am so excited about the future, being on the right side of history and building a legacy that will outlast all of us.

We ensure our business is sustainable by continuously providing delightful experiences and unbeatable value to our consumers, while we help driver and merchant partners reinvent themselves.

A lot has changed since our first ride in 2012, but our mission remains resolute.

We exist to drive Southeast Asia forward by creating economic empowerment for everyone.



Exhibit 99.7

Business Combination between Grab and Altimeter
Grab Product Video Transcript
April 13, 2021

The Grab ecosystem is a single, seamless platform brought to life with 3 super apps - one for consumers, one for drivers, and one for merchants. Together, these super apps provide hyperlocal services for the people of Southeast Asia every day.

Anytime a consumer has an essential need, all they need to do is tap on the familiar Green and White logo to get started.

Whether it’s breakfast, lunch, dinner, or teatime, the consumer has thousands of merchants big and small to choose from with GrabFood.

Browsing for their meal of choice is easy with categories and mouth-watering food images. While browsing, they may come across personalised promotional ads placed by our merchants using GrabAds.

Once the consumer decides on their meal, check-out is easy with a variety of payment options on the GrabPay Wallet. With each transaction, the consumer earns points on GrabRewards, a loyalty programme, which gives them a reason to keep using Grab.

The consumer can track the status and location of the driver in real-time. For every tip they leave, it further adds to the driver’s earnings. Consumers can also leave reviews for the restaurant, which allows us to continuously improve their experience, every day.

When needed, the consumer can easily buy daily essentials on GrabMart, which offers everything from groceries, flowers, stationery, to cleaning supplies.

It’s easy to find what they need, when they need it.

When it’s time to head to work (or anywhere else), Grab Rides is top-of-mind.

Based on the consumer’s selected mode, the app assigns the nearest verified driver to the booking.

From pick-up to drop-off, the consumer can relax with our suite of safety features in place.

The consumer is assured when their transactions go through the Grab payment infrastructure that’s fast and secure. In our ecosystem, cashless payments are a daily reality.

Beyond daily essentials, the Grab platform provides access to financial products like wealth management, insurance, and lending, creating greater financial inclusion for the everyday consumer.

With our multiple services, recommended products, and experiences personalised according to a consumer’s behaviour and preferences, the consumer app becomes everyone’s unique everyday everything app.

Now let’s take a look at the driver super app.

A driver on the Grab platform is equipped with our best-in-class navigation systems and highly detailed maps to take on the complicated cities of Southeast Asia. At the same time, their every drive feeds valuable data to our intelligence, allowing us to continuously enhance the overall user experience, including improving personalisation and fine-tuning our safety features.



A driver can choose when to work, where to work, and what they prefer to transport - people, food, parcels, groceries…or all of the above.

Over time, job recommendations are personalised based on the driver’s usual locations, preferences, and behaviours.

As each job gets completed, earnings are made clear and easy to access.

Ultimately, the driver app is designed to empower everyday entrepreneurs to take control of their day.

And now let’s take a look at the merchant super app.

Across Southeast Asia today, Grab merchants count on our integrated platform to receive orders, process payments, and manage their business.

Because of our large base of consumers, a Grab merchant is able to target and reach more customers using our advertising products.

Tools are personalised according to their needs, helping the merchant grow their business in their own unique ways.

They also get access to our large fleet of drivers, which not only reduces overhead costs, but also ensures their goods are delivered reliably and on time, resulting in a satisfying experience for consumers.

As the consumer, driver, and merchant each complete and start a new transaction, we see a win-win-win exchange that creates value for everyone. It’s what we call a ‘virtuous cycle of growth’.

With a thriving ecosystem, Grab will drive Southeast Asia forward by creating economic empowerment for everyone.



Exhibit 99.8

Business Combination between Grab and Altimeter
Transcript of Altimeter Introduction Video
April 13, 2021

Hey - I’m Brad Gerstner, founder and CEO of Altimeter Capital. We are honored and excited to partner with Anthony and Ling and Grabbers everywhere to help them become a public company and start the next leg of this important journey.

For those who know me, you know I’ve founded several companies including Altimeter.  Our mission is simple: to help visionary founders build iconic companies, disrupt markets and improve lives through all stages of growth. This includes the important transition to the public markets. I have worked on over 100 IPOs and invested in such market leading companies as Snowflake, Uber, Zillow, Bytedance, Sea Limited, Pinduoduo, Roblox, Booking,com, and many more…

And while Altimeter has always partnered with companies on their IPOs - we’ve now expanded our platform to include the Altimeter Founder’s IPO - what we believe to be a better, fairer, faster way to enter the public markets.

So why are we so excited about Grab?

Grab is a Category leader in every vertical - and growing.


An iconic brand.  A great business model.  With diverse revenue in mobility, deliveries, and financial services.  Some might say Uber + Door Dash + Ant Financial all in one app.


It’s still early days in Southeast Asia, which is one of the fastest-growing economies in the world.  We’ve already seen this movie - how profit and growth has unfolded in the US, China, Europe and LAT - and we’re seeing the same and better in SEA markets. We expect these markets to 3-4x over the next several years to well over $100 B annual TAM.


Grab’s leading products endured and grew stronger during the pandemic as they delivered critical hyperlocal services.  They really are at the forefront of digital transformation in the region -- delivering both favorable financial returns and positive social impact.

Customers love Grab.  The brand is known for Trust, Convenience, Selection and Value - which is why they have attracted such a large audience of loyal customers.  As in other markets, we see incredible flywheel effects as each business feeds the other due to this customer affection.



The app helps millions of people live their lives - and millions of entrepreneurs make a living.

And, finally - Grab is a company with heart - with founders as leaders and a beloved culture.  They are truly dedicated to improving the quality of life in every market they serve.

For Altimeter, this is not just a deal - this is a long term partnership - in an important and impactful business.  We are Founders investing alongside Founders and we intend to be owners for the long haul.  We are leading the PIPE and have locked up our Sponsor Promote shares for 3 years.   And, we are thrilled that many of the world’s best institutional public market shareholders are joining us as Grab steps into the public market.

Finally, we’re proud to donate 10% of our Sponsor shares - in partnership with Grab - to the GrabforGood Fund to further their mission to improve the lives of the people they serve.

So here is to the long and road ahead!

It is my honor to introduce you to the co-founder and CEO of Grab - Anthony Tan



Exhibit 99.9

The Grab Way

Why did we start Grab?

Back in business school where we met, we both took a class called Business at the Base of the Pyramid (BBOP) and were greatly inspired by the story of Lapdesk, a for-profit social enterprise (FOPSE) dedicated to eradicating the shortage of classroom desks at public schools. This case study and BBOP made us realise that businesses can create double bottom lines—i.e. deliver profits and social impact at the same time—and sparked a dream of building a company that would be a force for good for Southeast Asia (SEA), the place we call home.

This dream led to the founding of MyTeksi in 2012.

Back then, you wouldn’t have felt great about your mother, sister, wife, or child taking a taxi alone in Malaysia. The simple act of going somewhere was a risk. When Hooi Ling took taxis home after a late night at work, she would pretend to be on the phone with her mother to deter drivers from robbing or attacking her.

Mobility is freedom, and we wanted to make it safe for anyone to travel in Malaysia. But as we worked with the community of drivers, we learned something that changed our viewpoint entirely.

We saw a group of everyday entrepreneurs simply trying to make an honest living with the skills and resources they had. They had hopes and dreams like you and I, but often didn’t have access to other job opportunities or just didn’t know how to get themselves from where they were to where they wanted to be.

As we equipped them with smartphones (for many of them, their first), brought them online with data plans, and served them a platform that made their job safer and more efficient, their response was tremendous.

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Rudianto, a former construction worker, shared how he didn’t have a bank account until he signed up to drive with Grab, and how earning with Grab enabled him to buy a house for his family. Joey, who works at a bakery in Malaysia has been hearing impaired since she was born, told us that driving for Grab part-time enabled her to earn a living and be independent, which she feels is a rare achievement in the hearing impaired community. Siti, a single mother, told us how being a GrabCar driver enabled her to support her daughter through college and even pay for her wedding. Roszana, who was diagnosed with cerebral palsy, had given up on finding a job until she learnt about delivering with Grab. Mark, who has now graduated from college, drove GrabBike part-time to fund his education. And many others shared how our platform not only increased their earnings, but enabled them to earn a living in a way that better supported their life choices and aspirations, be it to spend more time with family, to be their own boss so they can control their own destiny, or to give them the flexibility to pursue multiple interests.

This is more than just making an income. This is economic empowerment—when people feel like they can make choices, feel ownership and not feel trapped. When people have the opportunity to participate in our broader economy in the way that they choose, it drives progress and personal fulfilment not only for themselves, but also for their loved ones and those they employ.

When we opened our eyes to see them, everyday entrepreneurs were all around. They are the tuk tuk driver in Phnom Penh, the wet market fishmonger, and the Chinatown chicken rice seller we’ve known for the past 20 years. With more than 70 million SMEs in SEA, employing over 140 million people and accounting for 99% of all businesses in the region, everyday entrepreneurs are the bedrock of our economy.

While we’ve already had an impact on this community, we still have a long way to go.

First, while we’ve made some progress helping segments of everyday entrepreneurs find a gainful living, the reality is that many earn enough for basic necessities, with little room to save or build up any financial cushion to absorb economic shocks which are bound to come.

Second, advances in technology are accelerating the pace of innovation, and large segments of everyday entrepreneurs are struggling to keep up. Without help, technology that could have been used to empower this community will marginalise them instead.

Both of these translate to a large portion of the region’s population left exposed and vulnerable to macroeconomic factors, and history has shown us how that story plays out. During the Asian Financial Crisis when incomes were displaced, we saw street riots, mass looting, and unspeakable violence. Left unchecked, these trends foretell a challenging future for our region.

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But if we can enable the everyday entrepreneurs of SEA to continue to have a space in the economy, and equip them with the tools and skills to continue being the growth engine of our region, we can play a role in preventing history from repeating itself, and instead enable shared progress for not only them, but for everyone within their ecosystem.

So for now and for as long as the above continues to hold true, Grab’s mission is to drive Southeast Asia forward by creating economic empowerment for everyone—because everyone should have the option to pursue economic progress for themselves.


How can we make a difference?

We don’t pretend to have all the answers or have everything figured out. But here’s the thesis for how Grab can achieve our mission as best as we understand it today. As we learn, this thesis will evolve.


1. Build marketplaces that enable everyday entrepreneurs to thrive

Grab aspires to become experts in the craft of building and growing marketplaces that enable everyday entrepreneurs to thrive. We’re not trying to support everyday entrepreneurs through charity. Charity isn’t sustainable or scalable, but more importantly, it isn’t empowering. Instead, we’re building markets that everyday entrepreneurs can thrive in, and helping them participate in markets that are getting harder for them to be a part of without what we enable.

Markets are where consumers and providers exchange value. There’s a deep science in understanding what makes markets work, and how to expand them. That science describes making markets trustworthy, kickstarting virtuous cycles, and ensuring win-win value-exchange. We have to master and build on that science to make markets more open to everyday entrepreneurs.

Think about it this way—imagine if we wanted to serve everyday entrepreneur retailers in the pre-internet days. Maybe we’d build a shopping mall—a physical 2-sided market. But then we would have to get consumers to come. So we build parking lots, an amazing food court, entertainment, and other amenities. We’d find anchor tenants like an Apple Store, and maybe even give them discounted rent to help attract consumers. But then we’d find innovative ways to expose these everyday entrepreneurs to all the shoppers who came to the mall.  For example, maybe we’d line the walk between the anchor store and food court with shops of everyday entrepreneurs. Learning how to do this all in the AI-powered, mobile internet age is the craft of marketplace-making that Grab has to master.

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Our understanding of the markets we are expanding show us that we have to be great at the following:


A)
Provide delightful experiences that encourage consumers to do business with everyday entrepreneurs.

Without consumers, we cannot help our partners. And consumers have many choices. If we can’t serve them well, we will lose the opportunity to inspire them to do more business with everyday entrepreneurs. So in order for our markets to attract, retain, and be loved by consumers, we need to stand head and shoulders above the crowd in meeting their needs in delightful, safe, seamless, and convenient ways.

How we do this will range from setting quality standards for everyday entrepreneurs to join and continue participating in our markets; to providing them with training, education and assistance so they can continuously improve their attractiveness and competitiveness; to working with partners to extend their world-class offerings to consumers in our markets; to continuously setting and raising the bar for the industry on experiences Grab is in direct control of.


B)
Offer unbeatable value.

For everyday entrepreneurs to remain competitive, especially as large organisations apply new technologies, we have to help them provide equal or better value. In some cases we need to make sure prices are unbeatable, and in other cases, we have to make sure value-for-money is unbeatable. As we master the craft of digital marketplace-making, we should be having data- and science-based discussions on which approach to use in each situation.

We do this by:


Making our costs competitive so partners can benefit from the cost advantages of scale and technology, no matter their size. We must remember that our cost is their cost. The cost structure of Grab is in effect passed through everyday entrepreneurs to their customers. The more wasteful we are, the less successful they will be. The more prudent and wise we are with our investments, the faster we scale impact.

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Integrating services and experiences across our ecosystem, to create a holistic differentiated offering that no single player, partner, or entrepreneur could achieve on its own. In doing so, we create value for consumers that is greater than the sum of its parts.

If consumers get a delightful experience and unbeatable value from engaging and transacting with the everyday entrepreneurs across our ecosystem, why wouldn’t they? That’s how we can create space in the economy for everyday entrepreneurs, and solve for some of the near-term challenges they face.


2. Ensure sustainability of our mission

In the long-term, as we see technology and businesses evolve, we believe there are two possible futures. In Future A, the world is primarily dominated by a few big companies who do everything themselves. In Future B, technology creates a new renaissance, where everyday entrepreneurs and small companies thrive with greater access to consumers facilitated by companies that help them succeed. If you had to bet, which future do you think is going to come to reality?

We, for one, don’t want to leave this choice to chance.  Grab can and should play a meaningful role in building Future B.

But future-building is a much longer game, so we need to make sure we can sustain our movement for the long haul.

This implies we have to do two things exceptionally well.


A)
Learn how to help everyday entrepreneurs continuously reinvent themselves.

With innovation comes disruption and it is inevitable that over time, innovation will render certain vocations obsolete and structurally reduce demand for services rendered by entire segments of everyday entrepreneurs. When that happens, how do we help them adapt and reinvent themselves so they can stay in the game? This is the hardest part of our thesis to figure out.

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We’re doing a number of experiments to this end, including:


Working with partners to offer free certification courses to drivers;


Grouping individual street food hawkers together so they can hold their own against larger merchants;


Leveraging AI to lower costs of delivering insights and business support to everyday entrepreneurs that they otherwise would not have been able to afford.

This, of course, isn’t enough, but it is a start and we will need to continue chipping away at this challenge boldly over time.


B)
Ensure our longevity.

Kongō Gumi, the Japanese construction firm, was once the world’s oldest company, continuously running for over 1,400 years. Unfortunately, they overextended their leverage, and in 2006 went through liquidation.

We will be of no help to everyday entrepreneurs (or anyone for that matter) if we constantly need financial help ourselves, and are unable to fund our own continuous reinvention. To ensure our own longevity, we need to learn how to be economically prudent, financially sustainable, and wise enough to manage risks that could sink our organisation.


How do we stay on mission?

Our mission won’t be easy to steward. On some days it will feel like threading a needle with your toes whilst blindfolded. We’ve learned that for us to achieve this mission, Grab needs to be one team that supports each other to do the best work of our lives. To ensure we build that kind of organisation, we have our 4Hs.

The 4Hs serve as our guide for how Grabbers should lead, collaborate, solve problems, and support each other through the ups and downs of this journey. They are a culmination of our learnings thus far about what’s worked and what’s important, and will continually evolve as we learn more.

It’s important to remember that each of the principles below should be interpreted and applied within the context of the Grab Way in its entirety. The sequencing below is not a reflection of any particular order of importance—all the principles are of equal importance and we believe that if we stand by them, we will serve all our stakeholders1 interests well.




1 Consumers, partners, Grabbers, investors, government, public, etc.
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HEART—TO SERVE OUR COMMUNITIES AND EACH OTHER


Consumer first.


As creators and stewards of marketplaces, we will constantly have to balance the needs of all sides of the marketplace to sustain its health over the long term. While we will always strive to achieve the best outcomes for all our stakeholders within the constraints of our mission, there will be times when we will need to make difficult trade offs. In these moments, we will prioritise the needs of consumers first, partners second (merchant, driver, delivery, agent and business partners), and Grab last. This is premised on the beliefs that building healthy marketplaces is core to us achieving our mission, and that love and trust of paying end-consumers ultimately determines the health and success of any marketplace.


In making decisions, we strive to take a long-term view of consumer and partner value to the Grab ecosystem instead of focusing solely on the short-term.


OneGrab.


We recognise that we are stronger as OneGrab vs. as individual functions or business lines. We therefore actively work to overcome and break silos across verticals, functions, and hierarchies.


We work as teams (not individuals) and always endeavour to bring the best of Grab together to put our best foot forward for our stakeholders.


We before me. We put Grab’s interests ahead of our team’s interests, and similarly our team’s interests ahead of our individual interests.


Leaders coach, serve, and inspire.


Leaders at Grab are servant-leaders who do not view power as something to hoard or lord over others. They help Grabbers grow and succeed by coaching and inspiring everyone they work with, leading by example, and rolling up their sleeves to solve problems with their teams. Blaming, shaming, and coercive tactics are not part of their DNA.

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HUNGER—ACHIEVING OUR MISSION REQUIRES GRIT AND DRIVE


Kaizen, in big and small ways.


We recognise that the path to achieving our mission is going to involve its fair share of twists and turns, requiring us to continuously adapt to new information and changing circumstances. Kaizen is the spirit of adaptability that Grab needs to navigate this winding road. Adaptability implies that we inspire and encourage our colleagues to solve problems as they arise. It implies that we constantly improve how we work. And it implies that we seek disruptive innovations to continue to advance our mission.


In an organisation that is growing as fast as ours, it is easy to neglect the spirit of adaptability. When busyness kicks in, reflection, ideation, and experimentation are often replaced by blame, pressure, and a fear of failure. Instead, we have to remain steadfast in seeking help and feedback, reflecting on our impact, ideating, problem-solving as a team, and experimenting with courage. With experimentation will come failure - that’s okay, as long as we own up to and learn from our mistakes.


Build on ground truths.


The best solutions come from a deep understanding of the target audience and problems being solved. To achieve this, we believe it’s important to personally go to the ground, apply our five senses to understand and experience the problems, and speak to stakeholders. In doing so, we allow our conscious and unconscious assumptions to be challenged, and round out our understanding with insights often not evident from data and second hand information alone.


HONOUR—TRUST IN GRAB MAKES OUR MISSION POSSIBLE


Act with integrity. Build trust.


Trust is both a key enabler of our mission and the secret sauce for high performing teams. So we work to do the right thing, honour our word and not compromise our integrity.


Likewise, trust is the foundation upon which successful marketplaces are built. So we constantly strive to establish and build trust amongst all participants of the marketplaces we steward.

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Steward resources wisely


We use resources that have been entrusted to us responsibly and with careful consideration—evaluating whether the result is worth the investment, or whether something can be done in a more efficient manner. This will enable us to keep our costs competitive, and offer unbeatable value to our consumers and partners.


That said, we are also not pennywise and pound foolish. We recognise that prudent investment is what drives growth. This requires strategic discipline as well as wisdom to pick our battles, take calculated risks, and balance between our short- and long-term investments.


We recognise that Grabbers dedicate a significant portion of our precious time to the company, and we respect every second by using it effectively, avoiding wasted or duplicative effort.


HUMILITY—ACKNOWLEDGING THAT WE ARE ALL A WORK-IN-PROGRESS


Learn from every experience


We recognise that no matter how experienced or accomplished we are, we will always have room to learn and grow. So we actively seek out the learning from every encounter and experience. As we execute on our mission, the best source of learning often comes from the very people we seek to serve - our consumers, partners, communities and Grabbers.


Seek first to understand, then to be understood.


We listen actively, with an open heart and mind (being conscious of our biases), and always begin by assuming good intent.


We continuously work to improve our understanding and appreciation of diverse socioeconomic backgrounds, so we can be better contextual listeners.


We solve problems by fully understanding each other’s context, intent and challenges, so that we can work on finding win-win solutions together.

9



Debate, align, execute.


In the pursuit of our mission and in the spirit of kaizen, we value diversity of opinions and perspectives, and healthy respectful debate.


In making decisions, while we seek alignment from all relevant parties wherever possible, when teams are at an impasse, we escalate quickly up the chain of command so that we can keep moving forward.


Once a decision is made, we cease all debate, commit to making the best of it, and follow through with the appropriate execution regardless of whether or not we agree with the chosen path.


This is just the beginning

The world is at a fork in the road. On one side is massive economic disenfranchisement, and on the other side is sustainable economic empowerment. If we do our work well, we can help the world choose the better path.

We can’t say for certain we know how to achieve this. We can’t say for certain that we have even identified the problems we need to solve. But what we can say is that if our amazing team of Grabbers work together in the Grab Way, we can make a lasting difference for Southeast Asia by creating economic empowerment for everyone.

Godspeed,
Anthony and Hooi Ling

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Exhibit 99.10


Grab Southeast Asia’s Leading Superapp[1] Driving economic empowerment across Southeast Asia All-in-one platform for everyday needs and everyday entrepreneurs 1 1 2 3 2 3 4 1 Financial Services 1 Digital wallet & GrabPay Card 2 Deliveries: On-demand delivery for 2 Insurance, wealth management ready-to-eat meals, groceries and parcels and loans 3 Mobility: On-demand two, three and 3 PayLater four-wheel transport options 4 Remittance 1. Based on category leadership in online food delivery, ride-hailing and digital wallet payments, as determined by Euromonitor based on 2020 share of GMV across Indonesia, Malaysia, Philippines, Singapore, Thailand and Vietnam.



Grab’s scale at-a-glance[2] 1.9B 25M[3] 5M transactions monthly registered driver completed transacting users partners in 2020 2M 2M 400+ merchant partners GrabKios agents cities across 8 countries 2. MTUs, driver-, merchant and agent-partner numbers are as of December 2020. 3. Monthly Transacting Users (“MTUs”) are dened as number of monthly unique users who have successfully paid for any of our products.



The Southeast Asian Market Opportunity population, 6 in 10 people in Southeast Asia 670M 2x the size of the U.S. are unbanked or underbanked4 US$180B+ US$52B 2020 2025 Total Addressable Market (TAM)[4] across online food delivery, ride-hailing and digital wallet payments 4. Source: Euromonitor Nascent Stages of Digital Transformation[5] Southeast Asia China 43% 21% 15% 17% 11% 3% % 2020 % 2020 % 2020 online food delivery ride-hailing electronic transactions penetration[6] penetration[7] (volume) 5. Source: Euromonitor. Southeast Asia statistics here refer to Indonesia, Malaysia, Philippines,Singapore, Thailand and Vietnam 6. Based on % of total consumer foodservice that is ordered online (including online ordering for dine-in and takeaway) 7. Based on % of total consumer expenditure on ride-hailing out of consumer expenditure on buses, coaches and taxis, and operation of personal transport equipment



Grab’s Superapp Success Story Cross platform synergies accelerate growth and deliver competitive edge #1 Category Leadership Across Southeast Asia[8] Online food delivery Digital wallet payments 8 countries Ride-hailing 8. Source: Euromonitor. Based on 2020 share of GMV in online food delivery and ride-hailing, and share of TPV for digital wallet payments, across Indonesia, Malaysia, Singapore, Thailand, Philippines and Vietnam Higher engagement and retention 79% 5x 59% 1-yr retention rate increase since 2018 of 2-wheel driver-partners for users who use for % of MTUs that use service both GrabFood more than 3 services[9] more than 2 services and Mobility[10] 9. for all users active in Dec 2019 10. As of 4Q2020. Based on Indonesia, Vietnam and Thailand driver-partner base.