Common use of Nominating Committee Clause in Contracts

Nominating Committee. (a) A nominating committee (the “Nominating Committee”) to operate in accordance with the terms of reference of that committee as approved by the Board. (b) From time to time, the Nominating Committee can recommend for the Board’s approval policies regarding the appointment, retirement, termination, tenure of directors, and related aspects. (c) The Nominating Committee shall comprise: (I) two independent Directors; (II) one representative nominated by the TPG Investor Entities (as a group), provided they are entitled to appoint a Director under Clause 3.1; (III) one representative nominated by the KKR Investor, provided it is entitled to appoint a Director under Clause 3.1; and (IV) one representative nominated by REA, provided it is entitled to appoint a Director under Clause 3.1. (d) The Chairman of the Nominating Committee shall be appointed by either the TPG Investor Entities (as a group) or the KKR Investor (in each case, provided they are entitled to appoint a Director under Clause 3.1). Such appointment right will be rotated annually (or as otherwise agreed by the TPG Investor Entities (as a group) and the KKR Investor) between the TPG Investor Entities (as a group) and the KKR Investor, in the following order of rotation: the TPG Investor Entities (as a group), then the KKR Investor. (e) The Board or any two (2) members of the Nominating Committee may from time to time convene a meeting of the Nominating Committee. (f) The quorum necessary for the transaction of the business of the Nominating Committee shall be the presence in person, or by proxy, of at least the majority in number of the members of the Nominating Committee. (g) In the case of an equality of votes at any meeting of the Nominating Committee, the then chairman of the Nominating Committee shall be entitled to a second or casting vote.

Nominating Committee. (ai) A nominating committee (the “Nominating Committee”) to operate in accordance with the terms of reference of that committee as approved by the Board. (bii) From time to time, the Nominating Committee can recommend for the Board’s approval policies regarding the appointment, retirement, termination, termination and tenure of directors, Directors and related aspects. (ciii) The Nominating Committee shall comprise: (IA) two independent Non-Investor Directors; (IIB) one representative nominated by the TPG Investor Entities (acting as a group), provided they are entitled to appoint a an Investor Director under Clause 3.1pursuant to Article 87; (IIIC) one representative nominated by the KKR Investor, provided it is entitled to appoint a an Investor Director under Clause 3.1pursuant to Article 87; and (IVD) one representative nominated by REA, provided it is entitled to appoint a an Investor Director under Clause 3.1pursuant to Article 87. (div) The Chairman chairman of the Nominating Committee shall be appointed by either the TPG Investor Entities (acting as a group) or the KKR Investor (in each case, provided they are entitled to appoint a an Investor Director under Clause 3.1pursuant to Article 87). Such appointment right will shall be rotated annually (or as otherwise agreed by the TPG Investor Entities (as a group) and the KKR Investor) between the TPG Investor Entities (acting as a group) and the KKR Investor, Investor in the following order of rotation: the TPG Investor Entities (as a group), then the KKR Investor. (ev) The Board or any two (2) members of the Nominating Committee may from time to time convene a meeting of the Nominating Committee. (fvi) The quorum necessary for the transaction of the business of the Nominating Committee shall be the presence in person, or by proxy, of at least the majority in number of the members of the Nominating Committee. (gvii) In the case of an equality of votes at any meeting of the Nominating Committee, the then chairman of the Nominating Committee (as appointed in accordance with Article (iii)) shall be entitled to a second or casting vote.