CODE OF VIRGINIA

FINANCIAL STATEMENTS FOR SHAREHOLDERS (§ 13.1-774)

A. If requested in writing by any shareholder, a corporation shall furnish the
shareholder with the financial statements for the most recent fiscal year, which
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 fiscal year, an income statement for that year, and a statement of changes
in shareholders’ equity for the year unless that information appears
elsewhere in the financial statements. If financial statements are prepared for
the corporation on the basis of generally accepted accounting principles, the
annual financial statements must also be prepared on that basis.

B. If the annual financial statements are reported upon by a certified public
accountant, the accountant’s report must accompany them. If the annual
financial statements are not reported upon by a certified public accountant, the
president or the person responsible for the corporation’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. If a corporation does not comply with a shareholder’s request for
financial statements within 30 days of delivery of such request to the
corporation, the circuit court in the city or county where the
corporation’s principal office is located, or, if none in the
Commonwealth, where its registered office is located may, upon application of
the shareholder, summarily order the corporation to furnish such financial
statements.

D. 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 United States Securities and Exchange Commission.

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