298. Information on critical factors that may be material to shareholders and investors must be
disclosed to them including –
(a) any change of the company’s name;
(b) decisions on increasing or decreasing the authorized and issued capital;
(c) any acquisition by the company of its own shares, the sources of funds to acquire the shares, the quantity of shares acquired, the acquisition price and the reason for the acquisition;
(d) any increase or decrease in the company’s share price of at least 5%;
(e) any discontinuance of the business of the company whose sales accounted for at least 10% of sales revenue for the fiscal year preceding the reporting year; and
(f) any changes in the company’s priority areas of operation.

299. During preparations for a general shareholders’ meeting and during such a meeting, shareholders must be given cost effective information on each item of the agenda.

300. If the company’s reorganization or restructuring is on the agenda of the annual general meeting the following information must be given to shareholders –
(a) the rationale for the company’s re -organization or restructuring;
(b) the opinion of a professional securities market expert on the re-organization or restructuring; and
(c) annual statements and annual balance sheets for the preceding three fiscal years of all entities taking part in the re-organization or restructuring.

301. The company’s annual report to the shareholders should contain information necessary to enable shareholders to evaluate the results of the company’s operations for the year, including –
(a) the company’s position in the industry;
(b) the attainment of the company’s strategic objectives;
(c) actual and planned annual results;
(d) prospects for the company’s development, including sales, productivity, market share, income generation and profitability;
(e) major risk factors;
(f) relationships with competitors; and
(g) a review of the most significant transactions of the company during the year.

302. The age, profession, principal place of work, citizenship and other attributes of each Board member should be disclosed in the annual report, including when the member was first appointed and when such member was appointed to his/her current position.

• According to the NATIONAL CODE ON CORPORATE GOVERNANCE ZIMBABWE