For Bridgetown 2 Holdings
Pansy Poon
+852 6609 8565
Pansy.yt.poon@pcg-group.com
Karin Wong
+852 9755 6265
Karin.Wong@pcg-group.com
IMPORTANT LEGAL INFORMATION
Forward-Looking
Statements
This document includes forward-looking statements within the meaning of the federal securities laws with respect to the
proposed transaction between PropertyGuru, PubCo and Bridgetown 2, 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 PropertyGuru, 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 outlook, believes, expects, potential, continues, may, will, should, could, seeks,
predicts, intends, trends, plans, estimates, anticipates or the negative version of these words or other comparable words.
All forward-looking statements are based upon estimates and forecasts and reflect the views, assumptions, expectations, and opinions of Bridgetown 2 and
PropertyGuru, 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 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 Bridgetown 2 or PropertyGuru is not obtained; the risk that the business combination
disrupts current plans and operations of Bridgetown 2 or PropertyGuru as a result of the announcement and consummation of the business combination; the ability of PropertyGuru 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 companys securities on the NYSE 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 PropertyGuru; the amount of redemption requests made by Bridgetown 2s shareholders and the amount of funds available in the
Bridgetown 2 trust account; PropertyGurus ability to attract new and retain existing customers in a cost effective manner; competitive pressures in and any disruption to the industry in which PropertyGuru and its subsidiaries (the
Group) operates; the Groups ability to achieve profitability despite a history of losses; the Groups ability to implement its growth strategies and manage its growth; customers of the Group continuing to make valuable
contributions to its platform, the Groups ability to meet consumer expectations; the success of the Groups new product or service offerings; the Groups ability to produce accurate forecasts of its operating and financial results;
the Groups ability to attract traffic to its websites; the Groups ability to assess property values accurately; the Groups internal controls; fluctuations in foreign currency exchange rates; the Groups ability to raise
capital; media coverage of the Group; the Groups ability to obtain insurance coverage; changes in the regulatory environments (such as anti-trust laws, foreign ownership restrictions and tax regimes) of the countries in which the Group
operates, general economic conditions in the countries in which the Group operates, the Groups ability to attract and retain management and skilled employees, the impact of
the COVID-19 pandemic on the business of the Group, the success of the Groups strategic investments and acquisitions, changes in the Groups relationship with its current customers,
suppliers and service providers, disruptions to information technology systems and networks, the Groups ability to grow and protect its brand and the Groups reputation, the Groups ability to protect its intellectual property;
changes in regulation and other contingencies; the Groups ability to achieve tax efficiencies of its corporate structure and intercompany arrangements; potential and future litigation that the Group may be involved in; unanticipated losses,
write-downs or write-offs, restructuring and impairment or other charges, taxes or other liabilities that may be incurred or required subsequent to, or in connection with, the consummation of the Business Combination and technological advancements
in the Groups industry. 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 PubCos registration
statement on Form F-4, the proxy statement/consent solicitation statement/prospectus discussed below, Bridgetown 2s Quarterly Report on
Form 10-Q and other documents filed by PubCo or Bridgetown 2 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. In addition, there may be additional risks that neither Bridgetown 2 nor PropertyGuru presently know, or that Bridgetown 2 or PropertyGuru currently believe are
immaterial, that could also cause actual results to differ from those contained in the forward-looking statements.
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