                                 CODE OF VIRGINIA

FINANCIAL STATEMENTS FOR SHAREHOLDERS (§ 13.1-774)

A. Upon the written request of a shareholder, a corporation shall deliver or
make available to the requesting shareholder by posting on its website or by
other generally recognized means financial statements for the most recent fiscal
year for which annual financial statements have been prepared for the
corporation. The financial statements may be consolidated or combined statements
of the corporation and one or more of its subsidiaries, as appropriate, that
include a balance sheet as of the end of the corporation&#8217;s fiscal year, an
income statement for that year, and a statement of changes in
shareholders&#8217; equity for the year unless that information appears
elsewhere in the financial statements. If financial statements for the specified
period have been prepared for the corporation on the basis of generally accepted
accounting principles, the corporation shall deliver or make available such
financial statements to the requesting shareholder.

B. If the annual financial statements are audited or otherwise reported upon by
a public accountant, the accountant&#8217;s report must accompany them. If the
annual financial statements are not reported upon by a public accountant, the
president or the person responsible for the corporation&#8217;s accounting
records shall provide the shareholder with a statement of the basis of
accounting used in preparation of the annual financial statements and a
description of any respects in which the statements were not prepared on a basis
of accounting consistent with the statements prepared for the preceding year.

C. A public corporation may fulfill its responsibilities under this section by
delivering the specified financial statements, or otherwise making them
available, in any manner permitted by the applicable rules and regulations of
the U.S. Securities and Exchange Commission.

D. Notwithstanding the provisions of subsections A and B:

   1. As a condition to delivering or making available financial statements to a
   requesting shareholder, the corporation may require the requesting shareholder
   to agree to reasonable restrictions on the confidentiality, use, and
   distribution of such financial statements; and

   2. The corporation may, if it reasonably determines that the
   shareholder&#8217;s request is not made in good faith or for a proper purpose,
   decline to deliver or make available such financial statements to that
   shareholder.

E. If a corporation does not respond to a shareholder&#8217;s request for
financial statements pursuant to subsection A within 30 days of delivery of such
request to the corporation&#8217;s secretary:

   1. The requesting shareholder may apply to the circuit court in the city or
   county where the corporation&#8217;s principal office is located, or, if none
   in the Commonwealth, where its registered office is located for an order
   requiring delivery of or access to the requested financial statements. The
   court shall dispose of an application under this subsection on an expedited
   basis.

   2. If the court orders delivery or access to the requested financial
   statements, it may impose reasonable restrictions on their confidentiality,
   use, or distribution.

   3. In such proceeding, if the corporation has declined to deliver or make
   available such financial statements because the requesting shareholder had
   been unwilling to agree to restrictions proposed by the corporation on the
   confidentiality, use, or distribution of such financial statements, the
   corporation shall have the burden of demonstrating that the restrictions
   proposed by the corporation were reasonable.

   4. In such proceeding, if the corporation has declined to deliver or make
   available such financial statements pursuant to subdivision D 2 of &#xA7;
   13.1-774, the corporation shall have the burden of demonstrating that it had
   reasonably determined that the shareholder&#8217;s request was not made in
   good faith or for a proper purpose.

   5. If the court orders delivery or access to the requested financial
   statements, it may order the corporation to pay the shareholder&#8217;s
   expenses incurred to obtain such order unless the corporation establishes that
   it had refused delivery or access to the requested financial statements
   because the shareholder had refused to agree to reasonable restrictions on the
   confidentiality, use, or distribution of the financial statements or that the
   corporation had reasonably determined that the shareholder&#8217;s request was
   not made in good faith or for a proper purpose.

HISTORY: Code 1950, § 13.1-47; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2005,
c. 765; 2010, c. 782; 2019, c. 734.