                                 CODE OF VIRGINIA

SHAREHOLDERS&#8217; LIST FOR MEETING (§ 13.1-661)

A. After fixing a record date for a meeting, a corporation shall prepare an
alphabetical list of the names of all its shareholders who are entitled to
notice of a shareholders&#8217; meeting. If the board of directors fixes a
different record date under subsection E of &#xA7; 13.1-660 to determine the
shareholders entitled to vote at the meeting, a corporation also shall prepare
an alphabetical list of the names of all its shareholders who are entitled to
vote at the meeting. A list shall be arranged by voting group, and within each
voting group by class or series of shares, and show the address of and number of
shares held by each shareholder. Nothing contained in this subsection shall
require the corporation to include on such list the electronic mail address or
other electronic contact information of a shareholder.

B. The shareholders&#8217; list for notice shall be available for inspection by
any shareholder, beginning five business days after notice of the meeting is
given for which the list was prepared and continuing through the close of
business on the last business day before the meeting, (i) at the
corporation&#8217;s principal office or at a place identified in the meeting
notice in the county or city where the meeting will be held or (ii) on a
reasonably accessible electronic network, provided that the information required
to gain access to such list is provided with the notice of the meeting. In the
event that the corporation determines to make the list available on an
electronic network, the corporation may take reasonable steps to ensure that
such information is available only to shareholders of the corporation. A
shareholders&#8217; list for voting shall be similarly available for inspection
promptly after the record date for voting. The original share transfer books
shall be prima facie evidence as to who are the shareholders entitled to examine
such list or to vote at any meeting of shareholders. A shareholder, or the
shareholder&#8217;s agent or attorney, is entitled on written demand to inspect
and, subject to the requirements of subsection D of &#xA7; 13.1-771, to copy a
list, during regular business hours and at the shareholder&#8217;s expense,
during the period it is available for inspection.

C. If the corporation refuses to allow a shareholder or the shareholder&#8217;s
agent or attorney to inspect a shareholders&#8217; list before the meeting, or
to copy a list as permitted by subsection B, the circuit court of the county or
city where the corporation&#8217;s principal office, or if none in the
Commonwealth its registered office, is located, on application of the
shareholder, may summarily order the inspection or copying at the
corporation&#8217;s expense and may postpone the meeting for which the list was
prepared until the inspection or copying is complete.

D. Refusal or failure to prepare or make available the shareholders&#8217; list
does not affect the validity of action taken at the meeting.

HISTORY: Code 1950, § 13.1-30; 1956, c. 428; 1964, c. 418; 1975, c. 500; 1985,
c. 522; 2010, c. 782; 2012, c. 706; 2017, c. 646; 2019, c. 734; 2021, Sp. Sess.
I, c. 487; 2023, cc. 529, 530.