SINGAPORE – Shareholders of ride-hailing and delivery player Grab have voted in favour of a proposal to double the voting power of each Class B share to 90 votes, from 45 votes previously.
Some 85.9 per cent of total valid votes cast at an extraordinary general meeting (EGM) on March 24 were in favour of the special resolution. At least two-thirds of valid votes were required to pass the resolution.
The Class B shares are held by Grab’s founder and group chief executive officer Anthony Tan as well as other key figures, such as the company’s co-founder Tan Hooi Ling and former president Ming Maa.
Assuming there is no conversion of Class B shares into Class A ones, which carry one vote per share, this will lift CEO Tan’s voting power to as much as 74.9 per cent – up from 59.1 per cent as at Jan 31 and 60.4 per cent five years ago.
Grab’s Class B shares grant its key executives greater voting power – a common practice among US tech companies that allows founders to retain control.
In its circular sent to shareholders on Mar 6, Grab declared that “maintaining (Anthony Tan’s) majority voting power is a prerequisite for satisfying the regulatory requirements of the Monetary Authority of Singapore” (MAS). His retention of voting power “provides a buffer against potential dilution from future corporate events, such as mergers and acquisitions or financings”, the company added.
Grab’s board had recommfinished that shareholders vote in favour of the resolution “to solidify its capital structure to preserve (its) focus on long-term growth”.
It also cited the necessary to “maintain a majority Singaporean control” over GXS Bank – Grab’s digital bank joint venture with Singtel – to meet the domestic regulatory requirement. MAS requires digital full banks to be anchored and headquartered in Singapore, and controlled by Singaporeans.
However, a spokesperson for the authority informed The Business Times that “there can be different ways to meet this requirement”.
In an additional statement to its shareholder circular, Grab itself declared that the MAS requirement “can be satisfied with a range of ownership and governance arrangements”. However, the company chose to meet the regulatory requirements via CEO Tan “maintaining his majority voting control” of the group, it added.
Prior to the EGM on March 24, market observers had raised concerns over Grab’s proposed upsizing of the power of its “super-voting” shares. For instance, Mr Mak Yuen Teen, an accounting professor at the National University of Singapore Business School, noted that Tan holds “so much power” even though his “economic interest is quite low”.
Mr Tan owned just 3.7 per cent of the shares, but had 63.2 per cent of voting power as at finish-2024, based on the company’s annual report.
In a separate announcement on March 24, Grab declared it will repurchase up to US$400 million (S$511 million) of its shares over the next four months. The relocate is part of a US$500 million share repurchase programme it announced in February.
The company declared that it has entered into a US$250 million accelerated share repurchase (ASR) agreement with JPMorgan, and a contingent forward purchase (CFP) pact of up to US$150 million with Morgan Stanley.
Under the ASR arrangement, Grab will pay JPMorgan US$250 million for an initial delivery of about 54.9 million Class A ordinary shares. This represents around 80 per cent of the total shares that may be repurchased, based on the securities’ last closing price.
The ASR transactions are expected to be completed by the second quarter of this year.
Meanwhile, under the CFP agreement, Grab may acquire Class A ordinary shares by reference to daily prices at a pre-agreed strike price. The total number of shares to be repurchased will depfinish on the company’s share price performance over the term of the transaction. The settlement for these shares is scheduled to take place in July.
Mr Peter Oey, Grab’s chief financial officer, declared that these transactions “reinforce our commitment to providing sustainable, long-term value to shareholders”.
He added: “Our business continues to perform strongly and we remain (convinced of) the long-term growth trajectory of our business. We view the current share price dislocation as a clear opportunity to enhance shareholder value.”
The ASR and CFP will be funded by Grab’s existing cash reserves. As at finish-December, its gross cash liquidity and net cash liquidity stood at US$7.4 billion and US$5.4 billion, respectively.
For the 2025 financial year finished December, Grab posted its first profitable full year – reporting earnings of US$268 million, a reversal of the US$105 million loss in FY2024.
Revenue for FY2025 grew about 20 per cent to US$3.4 billion from US$2.8 billion the year before.
Shares of Nasdaq-listed Grab closed 2.3 per cent or 8 cents higher at US$3.64 on March 23, before the announcements. THE BUSINESS TIMES
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