Thomson Reuters Corp /Can/ (TRI) April 2026 Annual General Meeting Transcript

Greetings everyone, and welcome to Thomson Reuters' special meeting of shareholders to consider and approve the company's proposed return of capital and share consolidation transactions. Thank you for joining us today. I'm David Thomson, Chairman of Thomson Reuters, and I will be chairing proceedings today. In addition to myself, I would like to introduce Steve Hasker, our CEO. I would like to briefly outline the format of the meeting. First, we will summarize the rationale for the return of capital and share consolidation transactions. We will then deal with the formal business of the meeting, as outlined in the circular, sent to shareholders in respect of such transactions. Following that, we will answer questions or comments from shareholders regarding the transactions. I would like to note, for the record, that the procedures being followed for today's meeting have been established based on the advice of the company's legal counsel, including its external legal advisors. I would like to note that this meeting is also being webcast live on thompsonreuters.com. The matter before us today will be moved and seconded by a shareholder or proxy holder of Thomson Reuters. We will conduct the vote on the special resolution by ballot. As is generally the case, the vast majority of shares represented at this meeting have been voted in advance by proxy. I want to thank all those shareholders who exercise their right to vote in advance. The preliminary voting results based on proxies received in advance of the meeting will be announced before the end of the meeting. Details regarding the final voting results will be made available in the next few days. The only item of business to consider and vote on today is the approval of the special resolution approving a plan of arrangement to implement the return of capital and share consolidation transactions, as more fully described in the related circular sent to shareholders. Be effective. The special resolution must be approved. by at least two-thirds of the votes cast by shareholders present in person or by proxy and entitled to vote at the meeting. I've asked Nori Campbell, Chief Legal Officer and Company Secretary, to act as Secretary of the meeting and I would like to ask her to table the notice calling the meeting and proof that such notice and the related circular and proxy forms have been distributed or made available to shareholders.

Mr. Chairman, I have done so.

Thank you, Nori. I have appointed representatives of our transfer agent, Computer Share Trust Company of Canada, to act as scrutineers of the meeting. They have advised me that a quorum is present. Only shareholders of record, as of the close of business on March 6, 2026, or their duly appointed proxy holders are entitled to take part in and vote at this meeting. I now declare that this meeting is regularly called and properly constituted for the transaction of business. As previously mentioned, the only item of business for shareholders to consider and vote on today is the approval of the special resolution approving a plan of arrangement to implement the return of capital and share consolidation transactions. this special resolution is being considered pursuant to an order of the Ontario Superior Court of Justice. A copy of the order is attached as Appendix C to the circular that accompanied the notice of this meeting and a copy is available for inspection at this meeting. If the special resolution is approved, the final hearing of the Court to approve the plan of arrangement to implement the return of capital and share consolidation transactions is scheduled to be held by videoconference on April 29, 2026 at 11 a.m. or as soon thereafter as is reasonably practicable before the court at 330 University Avenue, Toronto, Ontario. Before I turn to the voting for this item, I would like to ask Steve Hasker, our President and CEO, to comment on the rationale for the return of capital and share consolidation transactions. Should anyone have any questions relating to the return of capital and share consolidation transactions, we would be pleased to respond to them following Steve's remarks.

Thank you, Mr. Chairman.

Since 2018, we have received approximately $24.9 billion of growth proceeds derived from, firstly, the sale of a 55% interest in our financial and risk business, also called Refinitiv, to a Blackstone-led consortium in 2018. And secondly, subsequent dispositions of London Stock Exchange Group PLC, or LSEG, shares received as consideration from the sale of Refinitiv between March 2021 and May 2024, and have returned a significant portion of such proceeds to shareholders by way of share repurchases under our normal course issue a bid, a substantial issue a bid or tender offer, and return of capital transactions in 2018 and 2023. We are now proposing a third return of capital transaction to return to shareholders $605 million of the gross proceeds derived from approximately 32.4 million LSEG shares. in May of 2024. If the transactions are approved and implemented in accordance with the plan of arrangement, you will receive a cash distribution of approximately $1.36 for each Thomson Reuters common share that you hold, estimated based on the number of common shares issued and outstanding as of the record date for this meeting, and assuming no shareholders opt out of the return of capital. After returning $605 million of capital to shareholders, we will reduce our company's share count on a basis proportional to the return of capital distribution in accordance with the plan of arrangement. You can think of the consolidation as similar to a reverse stock split. Shareholders who are taxable in a jurisdiction other than Canada were provided with the right to opt out of the return of capital as described in the circular. We provided these shareholders with this opt out right because of the tax consequences of opting out of the return of capital may be preferable to participating in it. Shareholders who opted out of the return of capital will not receive the cash distribution and they will continue to hold the same number of shares that they currently hold. If the return of capital and share consolidation transactions receive all required approvals including at today's meeting. We expect that they will be effective on or about Monday, May 4. Further details about the return of capital and share consolidation transactions can be found in the related circular that was sent to shareholders. We would now like to take this opportunity to open the floor for questions regarding the return of capital and share consolidation transactions. If you have a question or remark please go to one of the microphones so that everyone can hear clearly. Please identify yourself by name and indicate whether you're a shareholder or a proxy holder representing a shareholder. As a matter of courtesy we ask that you please limit yourself to one brief question or remark so that everyone who wishes to participate in the meeting will have a chance to do so but you are welcome to line up again if you wish to ask another.

The microphones are now open. All right well since there are no questions, I would like to hand the meeting back to our Chairman, David Thompson. Thank you. Thank you, Steve.

The Board of Directors, upon careful consideration of a number of factors, has determined that the return of capital and shareholder consolidation transactions are in the best interests of our company and unanimously recommends that you vote to approve the special resolution approving the plan of arrangement to implement the return of capital and share consolidation transactions. I will now ask Jen Ruddick for a motion to approve the special resolution, the full text of which is set out in Appendix A to the Circular.

Mr. Chairman, I move that the special resolution set forth in Appendix A of the Management Proxy Circular is hereby approved.

Thank you, Jen. May I call upon Nawal Zahrab, Assistant General Counsel, Corporate and Securities, Thomson Reuters, to second that motion.

Mr. Chairman, I second the motion.

Thank you, Nawal. I will now report on the voting results based on the proxies received in advance of the meeting. We wish to report that more than 90% of the eligible shares were voted in advance of the meeting. I'm pleased to confirm that based on votes received in advance of the meeting, the special resolution approving the plan of arrangement to implement the return of capital and share consolidation transactions has been approved. Over 90%, 99%, excuse me, voted in favor. The final voting results will be made publicly available in the next few days. There are no further questions. I believe Jen Roddick has a motion to terminate the meeting.

Mr. Chairman, I move that the meeting terminate.

Thank you, Jen. May I have a seconder for that motion?

Mr. Chairman, I second the motion.

Thank you, Nawal. Ladies and gentlemen, that concludes this meeting. On behalf of Thomson Reuters and our board, I would like to thank you, our shareholders, for attending the special meeting today. The meeting is now terminated. Please join us for refreshments. Thank you.