                                 CODE OF VIRGINIA

MEETING OF SHAREHOLDERS (§ 13.1-728.5)

A. If the acquiring person so requests at the time of delivery of a control
share acquisition statement and gives an undertaking to pay the
corporation&#8217;s expenses of a special meeting, within 10 days thereafter the
directors of the public corporation shall call a special meeting of shareholders
for the purpose of considering the voting rights to be granted the shares
acquired or to be acquired in the control share acquisition.

B. Unless the acquiring person agrees in writing to another date, the special
meeting of shareholders shall be held within 50 days after receipt by the public
corporation of the request.

C. If the acquiring person so requests in writing at the time of delivery of the
control share acquisition statement, the special meeting shall not be held
sooner than 30 days after receipt by the public corporation of the acquiring
person&#8217;s statement.

D. If the acquiring person makes no request under subsection A but delivers, no
later than 60 days before the intended date of notice of an annual meeting of
shareholders, a control share acquisition statement with respect to shares
acquired in a control share acquisition, the voting rights to be granted such
shares shall be considered by any such annual meeting.

E. Notwithstanding any contrary provision of this chapter, an appointment of a
proxy that confers authority to vote on the granting of voting rights pursuant
to this article shall be solicited separately from any offer to purchase, or
from any solicitation of an offer to sell, shares of the public corporation, and
may not be solicited sooner than 30 days before the meeting unless otherwise
agreed to in writing by the acquiring person and the public corporation. No such
appointment may be solicited or voted unless the appointment expressly provides
that it is revocable at all times until the completion of the vote.

F. Notwithstanding subsection A, the board of directors of the public
corporation may decline to call a special meeting of shareholders requested
under such subsection if they determine that, at the time of such request, the
acquiring person does not beneficially own shares having at least five percent
of the votes entitled to be cast at an election of directors. If the directors
so decline and if the control share acquisition statement accompanying such
request was delivered no later than 60 days before the intended date of notice
of an annual meeting of shareholders, the voting rights to be granted shares
acquired or to be acquired in the control share acquisition described in the
control share acquisition statement shall be considered at such annual meeting.

G. The control share acquisition statement required pursuant to subsections A,
C, D, and E shall be delivered under and meet the requirements of &#xA7;
13.1-728.4.

HISTORY: 1989, c. 14; 2005, c. 765; 2019, c. 734.