Senate File 2200 S-5033 Amend Senate File 2200 as follows: 1 1. By striking page 2, line 14, through page 3, 2 line 5, and inserting 3 < Sec. ___. Section 490.1620, Code 2014, is amended 4 to read as follows: 5 490.1620 Financial statements for shareholders. 6 1. A Except as provided in subsection 4, a 7 corporation shall deliver prepare and make available 8 to its shareholders , as provided in subsection 3, 9 annual financial statements, which may be consolidated 10 or combined statements of the corporation and one or 11 more of its subsidiaries, as appropriate, that include 12 a balance sheet as of the end of the fiscal year, an 13 income statement for that year, and a statement of 14 changes in shareholders’ equity for the year unless 15 that information appears elsewhere in the financial 16 statements. If financial statements are prepared for 17 the corporation on the basis of generally accepted 18 accounting principles, the annual financial statements 19 must also be prepared on that basis. 20 2. If the annual financial statements are reported 21 upon by a public accountant, the report must accompany 22 them. If not, the statements must be accompanied by a 23 statement of the president or the person responsible 24 for the corporation’s accounting records which does all 25 of the following: 26 a. States such person’s reasonable belief whether 27 the statements were prepared on the basis of generally 28 accepted accounting principles and, if not, describing 29 the basis of preparation. 30 b. Describes any respects in which the statements 31 were not prepared on a basis of accounting consistent 32 with the statements prepared for the preceding year. 33 3. Within one hundred twenty days after the close 34 of each fiscal year, the corporation shall send 35 deliver the annual financial statements described 36 in subsections 1 and 2 to each any person who was a 37 shareholder of the corporation at the end of such 38 fiscal year . Thereafter, on written request from 39 a shareholder to whom the statements were not sent 40 delivered , the corporation shall send deliver to the 41 shareholder the latest financial statements. A public 42 The corporation may fulfill its responsibilities 43 obligation to deliver the financial statements under 44 this section this subsection by any of the following 45 methods: 46 a. By any means authorized under section 490.141. 47 b. By making the financial statements available 48 to a shareholder via internet access without charge 49 notwithstanding the lack of consent otherwise required 50 -1- SF2200.3009 (2) 85 da/rj 1/ 2 #1.

by section 490.141, subsection 10, paragraph “b” and by 1 notifying the shareholder of instructions for access. 2 c. If the corporation is a public corporation, 3 by delivering the specified financial statements, 4 or otherwise making them available, in any manner 5 permitted by the applicable rules and regulations of 6 the United States securities and exchange commission. 7 d. If the corporation is not a public corporation, 8 by filing annual financial reports in compliance with 9 state or federal law, provided that such reports meet 10 all the following requirements: 11 (1) Contain a balance sheet as of the end of the 12 fiscal year and an income statement for that fiscal 13 year. 14 (2) Are required by state or federal law to be 15 filed with a state or federal agency within one hundred 16 twenty days after the close of each fiscal year. 17 (3) Are available to the public, including via 18 internet access, without charge. 19 4. A corporation with fewer than one hundred 20 shareholders as of the end of the corporation’s fiscal 21 year, or that operates on a cooperative basis as 22 defined under 26 U.S.C. §1381, shall be excused from 23 complying with this section if the corporation prepares 24 annual financial statements, which may be consolidated 25 or combined statements of the corporation and one or 26 more of its subsidiaries, as appropriate, that include 27 a balance sheet as of the end of the fiscal year and an 28 income statement for that fiscal year. Upon written 29 request from a shareholder, the corporation shall, at 30 its expense, deliver to the shareholder the requested 31 financial statements as provided in subsection 32 3, paragraph “a” or “b” . If the annual financial 33 statements are reported upon by a public accountant, 34 the report must accompany them. > 35 2. By renumbering as necessary. 36 ______________________________ CHARLES SCHNEIDER -2- SF2200.3009 (2) 85 da/rj 2/ 2 #2.