Size and Composition of the Board. (a) Subject to Section 5.1(c) and Section 5.5, the Parties agree that during the First Five Years, the Board shall consist of not more than five (5) Directors of which: (i) Singtel shall be entitled to appoint one (1) Director (the “Singtel Director”) pursuant to and subject to the conditions set forth in Section 5.3; (ii) Grab shall be entitled to appoint two (2) Directors (the “Grab Directors”) pursuant to and subject to the conditions set forth in Section 5.4 (it being understood and agreed that Grab has nominated ▇▇▇▇▇ Fu Hua as an Independent Director (in addition to Grab’s nomination of another Independent Director) until further written notice by Grab to the Company and Singtel, and that the foregoing shall not in any way amend, deviate from or supersede Grab’s right to appoint two (2) Grab Directors and one (1) Independent Director subject to the terms and conditions of Section 5.2 and Section 5.4); (iii) two (2) Directors shall be Independent Directors (as defined in Section 5.2(a)), and each of Grab and Singtel shall be entitled to nominate one (1) Independent Director subject to Section 5.2; (iv) at least one-third of the Board shall be Independent Directors; and (v) the majority of the Board shall be Singapore citizens or Singapore permanent residents; provided, that, if and for so long as Singtel meets the Singtel Enhanced Threshold and Singtel is not a Non-Contributing Shareholder, Singtel shall obtain Grab’s rights under Sections 5.1(a)(ii), 5.4 and 5.7 applied mutatis mutandis (but for the avoidance of doubt, not under Section 5.13), and Grab shall obtain Singtel’s rights under Sections 5.1(a)(i) and 5.3 applied mutatis mutandis. (b) Subject to Section 5.1(c) and Section 5.5, following the First Five Years, the majority of the Board shall be Independent Directors and the size of the Board shall be increased to not more than seven (7) Directors. The additional two (2) Directors shall be Independent Directors, and each of Grab and Singtel shall be entitled to nominate one (1) of such additional Independent Directors (such that, in the aggregate, each of Grab and Singtel shall be entitled to nominate two (2) Independent Directors) subject to Section 5.2. (c) Notwithstanding the provisions of Sections 5.1(a) and (b), but subject to Section 5.5, a Shareholder (other than Grab, Singtel or their respective Shareholder Group) which continues to own Class A Ordinary Shares representing at least 20% of the then outstanding voting rights in respect of Class A Ordinary Shares at that time (the “Other Shareholder Threshold”), and is not a Non-Contributing Shareholder (the “Other Shareholder Appointment Conditions”), shall be entitled to nominate one (1)
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Size and Composition of the Board. (a) Subject to Section 5.1(c) and Section 5.5, the Parties agree that during the First Five Years, the Board shall consist of not more than five (5) Directors of which:
(i) Singtel shall be entitled to appoint one (1) Director (the “Singtel Director”) pursuant to and subject to the conditions set forth in Section 5.3;
(ii) Grab shall be entitled to appoint two (2) Directors (the “Grab Directors”) pursuant to and subject to the conditions set forth in Section 5.4 (it being understood and agreed that Grab has nominated ▇H▇▇▇▇ Fu Hua ▇▇ ▇▇▇ as an Independent Director (in addition to Grab’s nomination of another Independent Director) until further written notice by Grab to the Company and Singtel, and that the foregoing shall not in any way amend, deviate from or supersede Grab’s right to appoint two (2) Grab Directors and one (1) Independent Director subject to the terms and conditions of Section 5.2 and Section 5.4);
(iii) two (2) Directors shall be Independent Directors (as defined in Section 5.2(a)), and each of Grab and Singtel shall be entitled to nominate one (1) Independent Director subject to Section 5.2;
(iv) at least one-third of the Board shall be Independent Directors; and
(v) the majority of the Board shall be Singapore citizens or Singapore permanent residents; provided, that, if and for so long as Singtel meets the Singtel Enhanced Threshold and Singtel is not a Non-Contributing Shareholder, Singtel shall obtain Grab’s rights under Sections 5.1(a)(ii), 5.4 and 5.7 applied mutatis mutandis (but for the avoidance of doubt, not under Section 5.13), and Grab shall obtain Singtel’s rights under Sections 5.1(a)(i) and 5.3 applied mutatis mutandis.
(b) Subject to Section 5.1(c) and Section 5.5, following the First Five Years, the majority of the Board shall be Independent Directors and the size of the Board shall be increased to not more than seven (7) Directors. The additional two (2) Directors shall be Independent Directors, and each of Grab and Singtel shall be entitled to nominate one (1) of such additional Independent Directors (such that, in the aggregate, each of Grab and Singtel shall be entitled to nominate two (2) Independent Directors) subject to Section 5.2.
(c) Notwithstanding the provisions of Sections 5.1(a) and (b), but subject to Section 5.5, a Shareholder (other than Grab, Singtel or their respective Shareholder Group) which continues to own Class A Ordinary Shares representing at least 20% of the then outstanding voting rights in respect of Class A Ordinary Shares at that time (the “Other Shareholder Threshold”), and is not a Non-Contributing Shareholder (the “Other Shareholder Appointment Conditions”), shall be entitled to nominate one (1),
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