                                 CODE OF VIRGINIA

NOTICE TO SHAREHOLDERS (§ 13.1-728.6)

A. If a special meeting of shareholders is required to be called pursuant to
&#xA7; 13.1-728.5, notice of the special meeting shall be given by the public
corporation to all shareholders of record as of the record date set for the
meeting, whether or not entitled to vote at the meeting.

B. Notice of the special or annual shareholders&#8217; meeting at which the
voting rights are to be considered shall include or be accompanied by the
following:

   1. A copy of the control share acquisition statement delivered pursuant to
   this article; and

   2. A statement by the board of directors of its position or recommendation, or
   that it is taking no position or making no recommendation, with respect to the
   granting of voting rights to shares acquired in the control share acquisition
   or the proposed control share acquisition.

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