Extended-Undertaking Pub 10302019 PDF

EXTENDED UNDERTAKING
This Extended Undertaking (the "Extended Undertaking") is executed by:
GRAB HOLDINGS INC. ("GHI"), an exempted company with limited liability

incorporated under the laws of the Cayman Islands, with principal office address at c/o
International Corporation Services Ltd., P.O. Box 472, Harbour Place, 2nd Floor, 103
South Church Street George Town, Grand Cayman KYl -1106, Cayman Islands; and
MYTAXI.PH, INC. ("MTPH"), a corporation organized and existing under the laws of
the Philippines, with principal office address at 12th Floor, Wilcon IT Hub Building, 2251
Chino Roces Avenue, Makati City, both represented herein by their authorized
representative, Erasto Miguel Aguila, acting pursuant to the authority granted under the
Special Power of Attorney dated 4 April 2018 issued by GHI and the Special Power of
Attorney dated 4 April 2018 issued by MTPH attached hereto as Annex A and Annex B,
respectively (GHI, MTPH and all of the entities under the direct or indirect Control of GHI,
"Grab");
in favor of:
the PHILIPPINE COMPETITION COMMISSION, an independent quasi-judicial body

created under Republic Act No. 10667, otherwise known as the Philippine Competition
Act (the "PCA"), with office address at the 25th Floor, Vertis North Corporate Center 1,
North Avenue, Quezon City (the "PCC").
RECITALS:
(A) On 25 March 2018, Grab acquired Uber's Southeast Asia business, specifically Uber's
operations, assets, and data (excluding intellectual property other than data of riders, driver
partners, eaters, couriers, and restaurant merchants) with respect to Singapore, Cambodia,
Indonesia, Malaysia, Myanmar, Thailand, the Philippines, and Vietnam (excluding Lion
City Rentals, Viet Car Rental Company Limited, and Uber Philippines Centre of
Excellence LLC) in exchange for the issuance of shares in Grab to Uber representing a
27.5% ownership interest in Grab on a fully-diluted basis (the "Transaction").
(B) On 3 April 2018, the PCC issued Commission Resolution No. 08 2018 directing the
Mergers and Acquisitions Office ("MAO") to commence a motu proprio review of the
Philippine aspect of the Transaction in accordance with Sections 3 .3 and 13 of the PCC
Rules on Merger Procedure (the "Merger Rules").
(C) On 10 August 2018, following Grab's submission of the Undertaking dated 9 August 2018
setting its proposed voluntary commitments (the "Undertaking"), the PCC rendered
Commission Decision No. 26-M-12/2018 that it would take no further action with respect
to the Transaction on the basis of the voluntary commitments in the Undertaking (the
"Commitment Decision"). Under the terms of the Undertaking, it was to be in effect for a
period of one (1) year from the date of the Commitment Decision, i.e., until 10 August
2019.
(D) On 8 August 2019, following Grab's submission of the Manifestation and Omnibus Motion
with an Undertaking Extension Letter on 5 August 2019 (which includes the terms of the
proposed extension of the Undertaking to enable Grab and the PCC to discuss a new set of
voluntary commitments relating to the Transaction), the PCC issued a Resolution dated 8
August 2019 consenting to the extension of the Undertaking until 20 October 2019. This
was further extended upon Grab's submission of a Manifestation and Omnibus Motion
• \ l I
ANNEX A
SPECIAL POWER OF ATTORNEY ISSUED BY GRAB HOLDINGS INC.
[confidential]
19
[confidential]
[confidential]
[confidential]
[confidential]
j l
'
ANNEXB
SPECIAL POWER OF ATTORNEY ISSUED BY MYTAXI.PH, INC.
[confidential]
20
[confidential]
[confidential]
,.
ANNEXC
FORM OF REPORT FOR INCENTIVES MONITORlNG
[confidential]
21
' ' .
ANNEXD
SCHEDULE OF QUARTERLY REPORTS
[confidential]
22
ANNEXE
TEMPLATE FOR MONITORING DATA ON SERVICE QUALITY COMMITMENTS
[confidential]
23
ANNEXF
SAMPLE TRIP RECEIPT
[confidential]
24
[confidential]
ANNEXG
AGREED METHODOLOGY FOR MONTHLY TRIP SAMPLES
[confidential]
25
[confidential]
26
[confidential]
27
[confidential]
28
[confidential]
29
ANNEXB
REFUND MECHANISM FOR THE DISGORGEMENT
[confidential]
30
[confidential]
31
ANNEX I
SAMPLE COMPUTATION IN ARRIVING
AT THE DISGORGED AMOUNT
[confidential]
32
ANNEXJ
CONTENTS OF OTICE TO GRAB RIDERS
[confidential]
33

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EXTENDED UNDERTAKING

This Extended Undertaking (the "Extended Undertaking") is executed by:

GRAB HOLDINGS INC. ("GHI"), an exempted company with limited liability

the PHILIPPINE COMPETITION COMMISSION, an independent quasi-judicial body

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