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**.MANAGEMENT COMMITTEE
** The following shall refer to the competence of the Management Committee of the Company: ** making decisions on the initiation, carrying out and termination (including termination by amicable settlement) of court, arbitration or alternative dispute resolution proceedings in which the Company is or may become involved, arising out of the agreements or transactions entered into by the Company, in which the sum (value of property) in dispute exceeds or may exceed US$*00,000 (five hundred thousand US Dollars) (or equivalent thereof in Russian Roubles or other currency), as well as those related to contesting resolutions of government authorities including tax authorities, on assessing penalties on the Company, where the sum (value of property) in dispute exceeds or may exceed US$*,000,000 (one million US Dollars) (or equivalent thereof in Russian Roubles or other currency); ** Meeting of the Management Committee shall be convened whenever necessary but at least once in each month by telephone (unless the Shareholder agrees otherwise). Any member of the Management Committee may, whenever it is deemed necessary, convene a meeting. A notice about convening a meeting of the Management Committee shall be sent to members of the Management Committee not less than five (5) business days in advance. Subject to approval by all members of the Management Committee the period for sending a notice may be decreased, but shall be no less than 48 hours. ** Each member of the Management Committee shall have one vote. The General Director shall act as chairman of the Management Committee. Decisions on the issues within the competence of the Management Committee shall be adopted by a simple majority vote of the members of the Management Committee present at the meeting. If the votes of the Management Committee are equal in relation to any issue, the vote of the chairman shall be determinative. The decisions on issues listed in paragraphs 7-12 of Clause 12.2 hereof shall be adopted unanimously by all the members of the Management Committee.