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 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 the above communications, 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 contained in
the above communications are subject to a number of factors, risks and uncertainties, some of which are not currently known to Grab or AGC.You should carefully consider the foregoing factors and the other risks and uncertainties described in the
Risk Factors section of GHLs registration statement on Form F-4, the proxy statement/ prospectus therein, AGCs Quarterly Report on
Form 10-Q and other documents filed by GHL 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 AGCs and Grabs expectations, plans, projections or forecasts of future events and view. If any of the risks materialize or AGCs or Grabs
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 GHL, AGC and Grab may elect to update these forward-looking statements at some
point in the future, GHL, AGC and Grab specifically disclaim any obligation to do so, except as required by law. The inclusion of any statement in the above communications 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 AGCs or Grabs assessments as of any date subsequent to the date of the above communications.
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 Grab, AGC or any
other entity.
Non-IFRS Financial Measures
The above communications 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
The above communications relate to a proposed transaction between Grab and AGC. They do not constitute an
offer to sell or exchange, or the solicitation of an offer to sell, subscribe for, buy or exchange any securities or a solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation, 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.
In connection with the business combination, GHL has filed a registration statement on Form F-4 (the Registration Statement) with the SEC that includes a preliminary proxy statement of AGC to be distributed to AGCs shareholders in connection with AGCs solicitation for proxies for
the vote by AGCs shareholders in connection with the proposed transactions and other matters as described in the Registration Statement, as well as the preliminary prospectus of GHL relating to the offer of the securities to be issued in
connection with the completion of the proposed business combination. AGC and GHL also will file other documents regarding the proposed transaction with the SEC.