                                 CODE OF VIRGINIA

APPRAISAL NOTICE AND FORM (§ 13.1-734)

A. If a corporate action requiring appraisal rights under &#xA7; 13.1-730
becomes effective, the corporation shall deliver a written appraisal notice and
the form required by subdivision B 1 to all shareholders who satisfy the
requirements of &#xA7; 13.1-733. In the case of a merger under &#xA7; 13.1-719,
the parent corporation shall deliver an appraisal notice and form to all record
shareholders who may be entitled to assert appraisal rights.

B. The appraisal notice shall be delivered no earlier than the date the
corporate action specified in subsection A of § 13.1-730 became effective and
no later than 10 days after such date and shall:

   1. Supply a form that (i) specifies the first date of any announcement to
   shareholders made prior to the date the corporate action became effective of
   the principal terms of the proposed corporate action, (ii) if such
   announcement was made, requires the shareholder asserting appraisal rights to
   certify whether beneficial ownership of those shares for which appraisal
   rights are asserted was acquired before that date, and (iii) requires the
   shareholder asserting appraisal rights to certify that such shareholder did
   not vote for or consent to the transaction as to the class or series of shares
   for which appraisal is sought;

   2. State:
   				a. Where the form must be delivered and where certificates for
   certificated shares are required to be deposited and the date by which those
   certificates must be deposited, which date may not be earlier than the date by
   which the corporation must receive the required form under subdivision b;
   				b. A date by which the corporation must receive the form, which date may
   not be fewer than 40 nor more than 60 days after the date the subsection A
   appraisal notice is delivered, and state that the shareholder shall have
   waived the right to demand appraisal with respect to the shares unless the
   form is received by the corporation by such specified date;
   				c. The corporation&#8217;s estimate of the fair value of the shares;
   				d. That, if requested in writing, the corporation will provide, to the
   shareholder so requesting, within 10 days after the date specified in
   subdivision b, the number of shareholders who return the forms by the
   specified date and the total number of shares owned by them; and
   				e. The date by which the notice to withdraw under &#xA7; 13.1-735.1 must
   be received, which date must be within 20 days after the date specified in
   subdivision b; and

   3. Be accompanied by a copy of this article.

HISTORY: Code 1950, §§ 13-85, 13.1-75, 13.1-78; 1956, c. 428; 1968, c. 733;
1972, c. 425; 1975, c. 500; 1984, c. 613; 1985, c. 522; 2005, c. 765; 2007, c.
165; 2010, c. 782; 2012, c. 706; 2019, c. 734.