6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of FEBRUARY 2008
Commission File Number 333-08354

REUTERS GROUP PLC

(Translation of registrant’s name into English)

THE REUTERS BUILDING, SOUTH COLONNADE, CANARY WHARF, LONDON E14 5EP
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F þ Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes o No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_________.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

REUTERS GROUP PLC (Registrant) Date 29 February 2008
By:	/s/ Nancy C Gardner
	NANCY GARDNER, AUTHORISED SIGNATORY AND GENERAL COUNSEL, AMERICAS

Exhibit Index

99.1	Thomson Reuters PLC Memorandum of Association
99.2	Thomson Reuters PLC Articles of Association
99.3	Draft form of Equalization and Governance Agreement
99.4	Draft form of Thomson Reuters Corporation Deed of Guarantee
99.5	Draft form of Thomson Reuters PLC Deed of Guarantee
99.6	Draft form of Thomson Reuters Corporation Voting Share Trust Deed
99.7	Draft form of Thomson Reuters PLC Voting Share Trust Deed
99.8	Draft form of Special Voting Share Agreement
99.9	Draft form of Reuters Trust Principles Support Agreement
99.10	Draft form of Amended and Restated Deed of Mutual Covenant

EX-99.1

Exhibit 99.1

No. 6141013

THE COMPANIES ACT 1985 AND 2006

A PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

THOMSON REUTERS PLC

(incorporating all amendments to 27 February 2008)

Incorporated on 6 March 2007

Company number
6141013

THE COMPANIES ACT 1985 AND 2006

A PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

THOMSON REUTERS PLC

1.	The company’s name is Thomson Reuters PLC.1
2.	The company is to be a public limited company.2
3.	The company’s registered office is to be situated in England and Wales.
4.	The company’s objects are:3

(A) To enter into, operate and carry into effect an Equalization and Governance Agreement made between the company and Thomson Reuters Corporation, a corporation incorporated and existing in accordance with the laws of the Province of Ontario (TR Corporation); a Special Voting Share Agreement by and among Thomson Reuters Corporation Special Voting Share Trustee, Thomson Reuters PLC Special Voting Share Trustee, the company and TR Corporation; a Deed of Guarantee made between the company and TR Corporation in favour of certain creditors of TR Corporation and a Deed of Guarantee made between TR Corporation and the company in favour of certain creditors of the company, all such agreements to be entered into on or before the proposed scheme of arrangement to be made under section 425 of the Companies Act 1985 in connection with the offer made on behalf of the company to acquire Reuters Group PLC (the Scheme) becoming effective and each as described in the prospectus of the company dated on or around 29 February 2008, with full power to:

(i) agree any amendment or termination of all or any of the terms of the said agreements or the said deeds in accordance with the terms thereof;

1	The name of the company was changed from Alnery No. 2689 Limited to Thomson-Reuters Limited by way of special resolution dated 9 May 2007 and from Thomson-Reuters Limited to Thomson Reuters PLC by way of special resolution dated 28 January 2008.
2	This clause was inserted and the subsequent clauses renumbered accordingly by special resolution passed on 28 January 2008.
3	This clause was inserted in place of the existing clause 4 (previously clause 3) by special resolution passed on 27 February 2008.

(ii)	enter into, operate and carry into effect any further or other agreements or arrangements with or in connection with TR Corporation; and
(iii)	do all such things as in the opinion of the directors are necessary or desirable for the furtherance of this object constituted by or arising out of any agreement, deed or other arrangement mentioned in or made in accordance with this sub-clause.

(B)	To carry on business as a general commercial company and to carry on any trade or business whatsoever.
(C)	To carry on, acquire, obtain and supply wireless, telegraphic, telephonic, telex or other news and intelligence, and to issue, publish and circulate, and otherwise utilise, with a view of the profit or advantage of the company, the same news and intelligence.
(D)	To construct, purchase, hire or otherwise acquire or work, wireless installations, satellites and other electronic equipment, telegraphs, telex, telephones and other means of communications and telecommunications.
(E)	To acquire any estate or interest in and to take options over, construct, develop or exploit any property, real or personal, and rights of any kind and the whole or any part of the undertaking, assets and liabilities of any person and to act as a holding company.
(F)	To provide services of all descriptions.
(G)	To lend money and grant or provide credit and financial accommodation to any person and to deposit money with any person.
(H)	To invest money of the company in any investments and to hold, sell or otherwise deal with investments or currencies or other financial assets.
(I)	To enter into any arrangements with any government or authority or person and to obtain from any government or authority or person any legislation, orders, rights, privileges, franchises and concessions.
(J)	To borrow and raise money and accept money on deposit and to secure or discharge any debt or obligation in any manner and in particular (without prejudice to the generality of the foregoing) by mortgages of or charges upon all or any part of the undertaking, property and assets (present and future) and uncalled capital of the company or by the creation and issue of securities.
(K)	To enter into any guarantee, contract of indemnity or suretyship and in particular (without prejudice to the generality of the foregoing) to guarantee, support or secure, with or without consideration, whether by personal obligation or by mortgaging or charging all or any part of the undertaking, property and assets (present and future) and uncalled capital of the company or by both such methods or in any other manner,

2

	the performance of any obligations or commitments of, and the repayment or payment of the principal amounts of and any premiums interest dividends and other moneys payable on or in respect of any securities or liabilities of, any person, including (without prejudice to the generality of the foregoing) any company which is at the relevant time a subsidiary or a holding company of the company or another subsidiary of a holding company of the company or otherwise associated with the company.
(L)	To amalgamate or enter into partnership or any profit-sharing arrangement with, or to co-operate or participate in any way with, or to take over or assume any obligation of, or to assist or subsidise any person.
(M)	To sell, exchange, mortgage, charge, let, grant licences, easements, options and other rights over, and in any other manner deal with, or dispose of, all or any part of the undertaking, property and assets (present and future) of the company for any or for no consideration and in particular (without prejudice to the generality of the foregoing) for any securities or for a share of profit or a royalty or other periodical or deferred payment.
(N)	To issue and allot securities of the company for cash or in payment or part payment for any real or personal property purchased or otherwise acquired by the company or any services rendered to the company or as security for any obligation or amount (even if less than the nominal amount of such securities) or for any other purpose, and to give any remuneration or other compensation or reward for services rendered or to be rendered in placing or procuring subscriptions of, or otherwise assisting in the issue of, any securities of the company or in or about the formation of the company or the conduct or course of its business.
(O)	To establish or promote, or concur or participate in establishing or promoting, any company, fund or trust and to subscribe for, underwrite, purchase or otherwise acquire securities of any company, fund or trust and to act as director of and as secretary, manager, registrar or transfer agent for any other company and to act as trustee of any kind and to undertake and execute any trust and any trust business (including the business of acting as trustee under wills and settlements and as executor and administrator).
(P)	To pay all the costs, charges and expenses preliminary or incidental to the promotion, formation, establishment and incorporation of the company, and to procure the registration or incorporation of the company in or under the laws of any place outside England.
(Q)	To the extent permitted by law, to give financial assistance for the purpose of the acquisition of shares of the company or any company which is at the relevant time the company’s holding company or subsidiary or another subsidiary of any such holding company or for the purpose of reducing or discharging a liability incurred for the purpose of such an acquisition.

3

(R)	To grant or procure the grant of donations, gratuities, pensions, annuities, allowances or other benefits, including benefits on death, to, or purchase and maintain any type of insurance for or for the benefit of, any directors, officers or employees or former directors, officers or employees of the company or any company which at any time is or was a subsidiary or a holding company of the company or another subsidiary of a holding company of the company or otherwise associated with the company or of any predecessor in business of any of them, and to the relations, connections or dependants of any such persons, and to other persons whose service or services have directly or indirectly been of benefit to the company or whom the board of directors of the company considers have any moral claim on the company or to their relations, connections or dependants, and to establish or support any funds, trusts, insurances or schemes or any associations, institutions, clubs or schools, or to do any other thing likely to benefit any such persons or otherwise to advance the interests of such persons or the company or its members, and to subscribe, guarantee or pay money for any purpose likely, directly or indirectly, to further the interests of such persons or the company or its members or for any national, charitable, benevolent, educational, social, public, political, general or useful object.
(S)	To enter into a Deed of Mutual Covenant with Reuters Founders Share Company Limited and others, and thereafter to agree to and become a party to such alterations of and additions to such Deed of Mutual Covenant as may be made in accordance with its terms or as the company may thereafter think fit to approve, and to exercise and enforce such powers and rights and to perform and to discharge such obligations as shall be conferred or (as the case may be) imposed upon the company by such Deed of Mutual Covenant, whether in its original form or with and subject to any such alterations and additions as aforesaid.
(T)	To give guarantees and indemnities of all kinds, and to make payments of all kinds, to or in favour of Reuters Founders Share Company Limited and/or all or any one or more of its directors and members for the time being.
(U)	To cease carrying on or to wind up any business or activity of the company, and to cancel any registration of and to wind up or procure the dissolution of the company in any state or territory.
(V)	To distribute any of the property of the company among its creditors and members or any class of either in cash, specie or kind.
(W)	To do all or any of the above things or matters in any part of the world and either as principals, agents, contractors, trustees or otherwise and by or through trustees, agents or otherwise and either alone or in conjunction with others.
(X)	To carry on any other activity and do anything of any nature which in the opinion of the board of directors of the company is or may be capable of being conveniently carried on or done in connection with the above, or likely directly or indirectly to enhance the value of or render more profitable all or any part of the company’s undertaking property or assets or otherwise to advance the interests of the company or of its members.

4

(Y)

To do any other thing which in the opinion of the board of directors of the company is or may be incidental or conducive to the attainment of the above objects or any of them.

(Z)

In this clause company, except where used in reference to this company, shall include any partnership or other body of persons, whether incorporated or not incorporated, and whether formed, incorporated, domiciled or resident in the United Kingdom or elsewhere, a company associated with the company shall include TR Corporation and its subsidiaries, person shall include any company as well as any other legal or natural person, securities shall include any fully, partly or nil paid or no par value share, stock, unit, debenture, debenture or loan stock, deposit receipt, bill, note, warrant, coupon, right to subscribe or convert, or similar right or obligation, and and or shall mean and/or where the context so permits, other and otherwise shall not be construed ejusdem generis where a wider construction is possible, and the objects specified in the different paragraphs of this clause shall not, except where the context expressly requires, be in any way limited or restricted by reference to or inference from the terms of any other paragraph or the name of the company or the nature of any trade or business carried on by the company, or by the fact that at any time the company is not carrying on any trade or business but may be carried out in as full and ample a manner and shall be construed in as wide a sense as if each of those paragraphs defined the objects of a separate distinct and independent company.

5.	The liability of each member is limited.
6.	The company’s share capital is £100, divided into 100 shares of £1 each.4

⁴ The capital of the company has been increased and reorganised as follows:

(a) by written special resolutions passed on 21 December 2007:

(i)	the authorised share capital was increased to £50,010 comprising 50,010 ordinary shares of £1 each; and
(ii)	the authorised share capital was then consolidated into 3,334 ordinary shares of £15 each;

(b) by ordinary and special resolutions passed on 22 February 2008:

(i)	the issued 3,334 ordinary shares in the company of £15 each were consolidated to 1,667 ordinary shares of £30 each;
(ii)	the issued 1,667 ordinary shares of £30 each (after the consolidation referred to in paragraph (i) above) were subdivided into 5,001 ordinary shares of £10 each;
(iii)	conditional upon the Scheme becoming effective, the authorised share capital of the company was increased by £3,999,949,991 to £4,000,000,001 by the creation of:

(A)	an additional 399,944,999 ordinary shares of £10 each, ranking pari passu in all respects with the existing issued ordinary share capital of the company;
(B)	one Special Voting Share of £500,000; and
(C)	one Reuters Founders Share of £1.

5

I, the subscriber to this memorandum of association, wish to form a company pursuant to this memorandum; and I agree to take the number of shares shown opposite my name.

Name and address of subscriber	Number of shares taken by subscriber
Alnery Incorporations No.1 Limited		1
One Bishops Square London E1 6AO
C.A.J. Morris for and on behalf of Alnery Incorporations No.1 Limited
Total shares taken		1

Dated: 26 February 2007.

Witness to the above signature:

J. Khoo
One Bishops Square
London E1 6AO

6

EX-99.2

Exhibit 99.2

No. 6141013

THE COMPANIES ACT 1985 AND 2006

                                                     
PUBLIC COMPANY LIMITED BY SHARES

                                                     
ARTICLES OF ASSOCIATION

OF

THOMSON REUTERS PLC

(adopted by special resolution passed on 22 February 2008, to take effect from the Effective Date)
                                                     

CONTENTS

Page

1. EXCLUSION OF OTHER REGULATIONS	1
2. DEFINITIONS AND INTERPRETATION	1
2.1 Headings	1
2.2 References to Articles	1
2.3 References to shareholders	2
2.4 Definitions	2
3. SHARE CAPITAL	17
4. VARIATION OF RIGHTS	18
4.1 Consents required for variation	18
4.2 When shares not a separate class	18
4.3 Rights not varied by issue of further shares or permission to hold or transfer Uncertificated Shares; exception for Reuters Founders Share	19
5. ALTERATION OF SHARE CAPITAL	19
5.1 Company may increase capital; consent of the holder of the Reuters Founders Share required for creation of shares with voting rights not identical to those of Ordinary Shares	19
5.2 Company may consolidate, cancel and subdivide shares (other than the Reuters Founders Share)	19
5.3 Fractional entitlements to shares	20
5.4 Company may purchase its own shares (other than the Reuters Founders Share)	21
5.5 Company may reduce its capital – exception regarding the Reuters Founders Share	21
6. SHARES	21
6.1 Company may issue shares with whatever rights or restrictions, but consent of the holder of the Reuters Founders Share required for issue of shares not identical to Ordinary Shares	21
6.2 Directors may issue shares, but consent of the holder of the Reuters Founders Share required for issue of shares not identical to Ordinary Shares	21
6.3 Section 80 authority for allotments of relevant securities	22
6.4 Disapplication of section 89(1) (pre-emption) for allotments under section 80 authority	22
6.5 Company may pay commissions and brokerages	23
6.6 Company may recognise renunciations of allotments	23
6.7 Company not bound to recognise trusts of shares	23
7. RIGHTS IN RELATION TO AN ACQUIRING PERSON	24
7.1 Service of notice on Acquiring Person	24
7.2 Voting rights of the holder of the Reuters Founders Share	24
7.3 Directors’ resolution as to a person being Acquiring Person conclusive	26
7.4 Directors’ resolution as to shares being shares of an Acquiring Person conclusive	27
7.5 Notices under Article 7 to be in writing	27
7.6 No obligation to serve notice if address unknown	27
7.7 Articles on notices to apply	27
7.8 Service of notices on non-shareholders	27
7.9 Directors’ decisions conclusive	28
7.10 Company register of share Interests	28
7.11 Directors to inform other Directors regarding Acquiring Persons	28
7.12 ADR Custodians and ADS holders	28
7.13 Interests in shares – exclusions	29
7.14 Suspension of voting rights	29
7.15 Calculation of votes	29
8. UNCERTIFICATED SHARES	29
8.1 Directors may permit shares to be a Participating Security	29
8.2 Shares may be changed from uncertificated to certificated form and vice versa	30

Page

8.3 Uncertificated Shares are not a separate class	30
8.4 Disapplication of inconsistent Articles	30
9. POWER OF SALE OF UNCERTIFICATED SHARES	30
9.1 Powers of Company in respect of procuring sales of Uncertificated Shares	30
10. ORDINARY SHARES	31
10.1 Notice of meetings and voting rights	31
10.2 Dividends	31
10.3 Liquidation, dissolution and winding up	32
11. SPECIAL VOTING SHARE	32
11.1 Notice of meetings and voting rights	32
11.2 Adjustments	33
11.3 Dividends	34
11.4 Liquidation, dissolution and winding up	34
11.5 Redemption	35
11.6 No transfer of Special Voting Share	35
11.7 Amendment of rights and obligations	36
12. THE REUTERS FOUNDERS SHARE	36
12.1 Reuters Founders Share may defeat resolution to vary or abrogate its rights	36
12.2 Deemed variations or abrogations of Reuters Founders Share rights	36
12.3 Action without consent of the holder of the Reuters Founders Share a deemed variation or abrogation	37
12.4 Definition and interpretation as regards “Control” of Company	37
12.5 Directors to inform other Directors (and Directors to inform the holder of the Reuters Founders Share) of attempts to gain Control	37
12.6 Reuters Founders Share Control Notices	38
12.7 Rescission of Reuters Founders Share Control Notice	38
12.8 Voting rights of Reuters Founders Share whilst Reuters Founders Share Control Notice in force	38
12.9 Opinions of the holder of the Reuters Founders Share conclusive	42
12.10 Holder of the Reuters Founders Share may requisition general meetings other than annual general meetings	42
12.11 Directors to convene requisitioned meeting and circulate any statement of the holder of the Reuters Founders Share	43
12.12 Holder of the Reuters Founders Share may convene meeting if Directors in default	43
12.13 Holder of the Reuters Founders Share may convene general meetings other than annual general meetings while Reuters Founders Share Control Notice in force	44
12.14 Holder of the Reuters Founders Share may receive notice of and attend and speak at general meetings	44
12.15 Consultation between Directors and Reuters Trustees	44
12.16 Reuters Trustees entitled to make representations to the Directors	45
12.17 Dividends	45
12.18 Liquidation, dissolution and winding up	45
12.19 No transfer of Reuters Founders Share	45
12.20 Consent of the holder of the Reuters Founders Share	45
12.21 Notices and other communications	46
13. SHARE CERTIFICATES	46
13.1 Contents of share certificates	46
13.2 Certificates for Joint holders	46
13.3 Entitlement of shareholders holding Certificated Shares to share certificates	46
13.4 Entitlement to balancing certificates	46
13.5 Entitlement to consolidating certificates	46
13.6 Directors may issue split certificates	47
13.7 Replacement of damaged, lost or stolen certificates	47
13.8 Requests for replacement certificates for joint holders	47
13.9 Entitlement to certificate for shares changed to Certificated Shares	47
13.10 No entitlement to certificate in respect of Uncertificated Shares	47
14. CALLS ON SHARES	47
14.1 Directors may make calls for amounts unpaid on shares	47

Page

14.2 Obligation to pay calls	48
14.3 Interest on unpaid calls	48
14.4 Calls deemed to be made when so provided by terms of issue of shares	48
14.5 Directors’ discretion as to amounts and times of calls on issue of shares	48
14.6 Directors may accept and pay interest on moneys in advance of calls	48
15. FORFEITURE AND LIEN	49
15.1 Directors may serve payment notice in respect of unpaid calls	49
15.2 Notice to provide for forfeiture of shares	49
15.3 Forfeiture of shares	49
15.4 Forfeited or surrendered share the property of the Company	49
15.5 Ex-shareholder to remain liable for moneys unpaid on forfeited shares	49
15.6 Company to have lien on shares not fully paid	50
15.7 Company’s power of sale under lien	50
15.8 Application of sale proceeds	50
15.9 Title to shares sold under lien or after forfeiture	50
16. TRANSFER OF SHARES	51
16.1 Requirements as to form of transfers of Certificated Shares	51
16.2 Requirements as to transfers of Uncertificated Shares	51
16.3 Transferor to remain holder until transfer actually registered	51
16.4 Directors may suspend registration of transfers	51
16.5 Directors may refuse to register certain renunciations and transfers of Certificated Shares	51
16.6 Directors may refuse to register transfers of Certificated Shares of more than one class of share, unstamped transfers or transfers unaccompanied by proof of transferor’s title	52
16.7 Registration of transfers of Uncertificated Shares	52
16.8 Directors to notify refusals to register transfers of Uncertificated Shares	52
16.9 Company may retain registered transfers	52
16.10 No fee for registration of transfers or related documents	52
16.11 Company may destroy documents after certain periods	53
17. TRANSMISSION OF SHARES	53
17.1 Personal representatives of deceased holders entitled to shares but liabilities of estate continue	53
17.2 Registration of persons entitled to shares by operation of law	53
17.3 Registration of other persons	54
17.4 Limitations apply to such transfers	54
17.5 Entitlement to share rights pending registration of persons entitled to shares by operation of law	54
18. UNTRACED SHAREHOLDERS	54
18.1 Company may sell shares of untraced holders after certain periods	54
18.2 Power of sale to extend to additional shares	55
18.3 Procedures for exercise of power of sale	55
19. TAKEOVER BIDS	56
19.1 Equivalent Treatment Principle	56
19.2 Qualifying Takeover Bids	57
20. GENERAL MEETINGS	59
20.1 Annual general meetings to be held	59
20.2 Directors to convene general meetings other than annual general meetings	59
21. NOTICE OF GENERAL MEETINGS	59
21.1 Periods of notice for general meetings	59
21.2 Determination of record date for serving notices of meetings	59
21.3 Accidental non-delivery of notice to or non-receipt of notice by any person (except to the holder of the Reuters Founders Share) not to invalidate proceedings at meeting	60
21.4 Contents of notices of general meetings	60
21.5 Notice of annual general meeting	60
21.6 Notices to identify special business	60
21.7 Determination of record date for entitlement to attend and vote at general meetings	60
21.8 Routine business of annual general meetings	61

Page

22. PROCEEDINGS AT GENERAL MEETINGS	61
22.1 Directors may attend and speak at general meetings	61
22.2 Directors may make provision for persons (other than the holder of the Reuters Founders Share) to attend general meetings at satellite venues	61
22.3 Discretion of Chairman to interrupt or adjourn general meetings	62
22.4 Directors may arrange for persons to hear, see and speak at general meetings by audio-visual means	62
22.5 Validity of meetings if accommodation inadequate	62
22.6 Rights of shareholders to take part in general meetings	63
22.7 Chairman’s power to adjourn in certain circumstances	63
22.8 Notice of adjournment not required	63
22.9 Amendments to resolutions	63
22.10 Arrangements for security of general meetings	64
23. VOTES OF SHAREHOLDERS	64
23.1 Votes on show of hands and on polls	64
23.2 Votes of joint holders	64
23.3 Votes by receivers and others on behalf of shareholders suffering from mental disorder	64
23.4 No shareholders to vote if sums unpaid on shares	65
23.5 Direction Notices to shareholders and others not entitled to vote because in default under section 793	65
23.6 Cesser of effect of Direction Notices	66
23.7 Direction Notices and depositaries	66
23.8 Obligations of depositary under Direction Notice	66
23.9 Interpretation of paragraphs 23.4 to 23.8	67
23.10 Saving for Directors’ powers under section 794(1)	67
23.11 Holder of the Reuters Founders Share may require Directors to serve notice under section 793 of the CA 2006 or a Direction Notice or to apply to Court under section 794(1) of the CA 2006	68
23.12 Objections to admissibility of votes to be raised only at the relevant meeting – saving for votes of Reuters Founders Share	68
23.13 Votes on a poll may be given personally or by proxy	68
23.14 Proxy need not be a shareholder	68
23.15 Requirements as to form of appointment of proxy	69
23.16 Proxy may exercise a shareholder’s rights to attend, speak and vote	69
23.17 Validity of votes by proxies	69
24. CORPORATION ACTING BY REPRESENTATIVES	69
24.1 Requirements for appointment of representative by corporation	69
24.2 Representatives of Reuters Founders Share Company	70
25. MEETINGS OF SHAREHOLDERS	70
25.1 Notice with respect to Joint Electorate Action or Class Rights Action	70
25.2 Manner of voting	70
25.3 Withdrawal of demand for poll	70
25.4 Procedure for polls	71
25.5 Voting by proxy	71
25.6 Objections to validity of votes	71
25.7 Quorum	71
25.8 Meetings where no quorum present	72
25.9 Scrutineers	72
25.10 Adjournment of meetings	72
25.11 Actions for shareholder approval	73
25.12 Procedure for approval of Joint Electorate Actions and Class Rights Actions	73
25.13 Co-ordination with TR Corporation	73
25.14 Discretionary matters	74
26. FINANCIAL YEAR	74
27. MANAGEMENT OF THE COMPANY	74
27.1 Constitution of the Board of Directors	74
27.2 Management generally	74
27.3 No share qualification – Directors may attend and speak at general meetings	75

Page

27.4 Powers to give pensions to Directors	75
27.5 Appointment to any executive office not to cease with Directorship unless contract so provides	75
28. APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS	75
28.1 Vacation of office as Director	75
28.2 Appointment of Directors by Company	76
28.3 Resolutions to appoint two or more Directors to be subject to consent of general meeting	76
28.4 Company and Directors may fill casual vacancies and appoint additional
Directors	77
29. MANAGEMENT IN RELATION TO THE EQUALIZATION AND GOVERNANCE AGREEMENT	77
30. OBSERVANCE OF REUTERS TRUST PRINCIPLES	78
31. MEETINGS OF THE BOARD OF DIRECTORS	78
31.1 Quorum	78
31.2 Calling of meetings	78
31.3 Notice of meetings	79
31.4 Chairman	79
31.5 Voting at meetings	79
31.6 Resolutions of Directors in writing	79
31.7 Form of written resolutions	79
31.8 Resolutions in writing by committees	79
31.9 Communications through electronic means	80
31.10 Remuneration and expenses	80
31.11 Directors may delegate to committees	80
31.12 Meetings and proceedings of committees	80
31.13 Validity of acts of Directors or committees	80
31.14 Participation in meetings by audio-visual means	80
32. DIRECTORS’ INTERESTS	81
32.1 Directors may be interested in contracts with the Company and in companies party to such contracts	81
32.2 Directors’ interests in contracts – general prohibition on voting	81
32.3 Exceptions to prohibition on voting	81
32.4 Directors voting on executive appointments	82
32.5 Chairman to rule on materiality of a Director’s interest	82
32.6 Directors to resolve as to the materiality of a Chairman’s interest	83
32.7 Confidential Information	83
33. OFFICERS	83
33.1 General	83
33.2 Chairman	83
33.3 Deputy Chairman	83
33.4 President	83
33.5 Vice President	84
33.6 Directors may appoint attorneys	84
33.7 Secretary to the Board of Directors	84
33.8 Variation of duties	84
33.9 Term of office	84
34. BORROWING POWERS	84
35. REGISTERS	85
35.1 Entries on Registers of numbers of Uncertificated Shares and Certificated Shares	85
35.2 Directors may keep branch Registers	85
36. CORPORATE SEAL	85
37. EXECUTION OF INSTRUMENTS	85
38. AUTHENTICATION OF DOCUMENTS	85
39. AMENDMENTS TO ARTICLES	86
39.1 Joint Electorate Action amendments	86
39.2 Class Rights Action amendments	86
39.3 Amendments upon termination of Equalization and Governance Agreement	86

Page

39.4 Amendments upon a change to Part 22 of the CA 2006	87
40. RESERVES	87
41. CASH DISTRIBUTIONS	87
41.1 Equivalent Distributions	87
41.2 Equalisation Payment	88
41.3 Timing of Cash Distribution	88
42. DIVIDEND PAYMENTS	89
42.1 Directors may declare and pay fixed and interim dividends	89
42.2 Dividends to be paid pro rata to amounts paid on shares	89
42.3 Directors may pay dividends to ADR Custodians and shareholders in currencies other than sterling	89
42.4 Distributable reserves	89
42.5 Pre-acquisition profits distributable	89
42.6 No dividends to bear interest against the Company	89
42.7 Directors may make deductions from dividends	90
42.8 Directors may retain dividends on shares of persons entitled by operation of law pending registration	90
42.9 Waivers of dividends	90
42.10 Directors may pay dividends in kind	90
42.11 Payment of foreign currency dividends to ADR Custodians	90
42.12 Receipts for dividends to joint holders	90
42.13 Dividend resolution may specify record date at any time	91
42.14 Cheques	91
42.15 Non-receipt of cheques	91
42.16 Unclaimed dividends	91
43. CAPITALISATION OF PROFITS AND RESERVES	91
44. SCRIP DIVIDENDS	92
44.1 Directors may offer shares in lieu of dividends with authority of Ordinary Resolution	92
44.2 Period and other terms of authority for scrip dividends	92
44.3 Offer to be communicated to shareholders	93
44.4 Number of shares to which shareholders entitled	93
44.5 No fractional entitlements	93
44.6 Directors may capitalise profits and reserves for issue of scrip dividends	93
44.7 Scrip dividend shares to rank pari passu with existing shares	94
44.8 Directors may determine terms and conditions of offers of scrip dividends	94
45. ACCOUNTS	94
45.1 Accounting records to be kept at Office; shareholders’ right of inspection	94
45.2 Balance sheets and profit and loss accounts to be sent to shareholders and others	94
46. AUDITORS	95
46.1 Validity of acts of auditors	95
46.2 Auditors entitled to notice of and to attend and be heard at general meetings	95
47. COMMUNICATIONS	95
47.1 Mode of delivery of communications, when communications deemed delivered	95
47.2 Transferees and persons entitled by operation of law bound by notices in respect of shares pending registration	96
47.3 Notices to joint holders	96
47.4 Persons entitled following death or bankruptcy entitled to delivery of notices pending registration	97
47.5 Entitlement to receipt of notices	97
47.6 Notices of general meetings by advertisement	97
47.7 Serving for statutory requirements	98
48. LIQUIDATION	98
49. WINDING UP	98
49.1 Directors may petition court for winding up with consent of holder of the Reuters Founders Share	98
49.2 Directors may distribute assets in kind on a winding up	98
50. THOMSON REUTERS NEWS SERVICES	98

No. 6141013

THE COMPANIES ACT 1985 AND 2006

PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

THOMSON REUTERS PLC

(adopted by special resolution passed on 22 February 2008, to take effect from the Effective Date)

1.	EXCLUSION OF OTHER REGULATIONS
	No regulations set out in any Applicable Laws, or in any statutory instrument or other subordinate legislation made under any Applicable Laws, concerning companies shall apply as the regulations or articles of the Company.
2.	DEFINITIONS AND INTERPRETATION
2.1	Headings
	Headings are for convenience only and are not to affect the meaning or construction of any of the provisions of these Articles.
2.2	References to Articles
	References to “these Articles”, “hereto”, “herein”, “hereby”, “hereunder”, “hereof” and similar expressions refer to these Articles, as amended or supplemented from time to time, and not to any particular Article, paragraph, subparagraph, clause or other portion hereof and include any and every instrument supplemental or ancillary hereto.

2.3	References to shareholders
	References to shareholders of the Company are to members of the Company, as that term is defined in the CA 1985 as in force from time to time.
2.4	Definitions

2.4.1 For the purposes of these Articles, the following terms shall have the following meanings:

(a)	“Acquiring Person” means, at any particular time, any Person, other than an Approved Person or a member of the TR Group, who (i) is or becomes Interested in 15% or more of the outstanding Voting Shares or (ii) is deemed to be an Acquiring Person pursuant to paragraph 7.3 or paragraph 7.4; provided, however, that, for the purpose of calculating whether or not any Person is Interested in 15% or more of the outstanding Voting Shares, shares of such class held by the Company as treasury shares shall be disregarded;
(b)	“Action” means, in relation to the Company or TR Corporation, any Distribution or action affecting the amount or nature of issued share capital of the Company or TR Corporation, including any offer by way of rights, bonus issue, sub-division or consolidation, repurchase or buy-back, or offer to purchase, or amendment of the rights of any Shares, or a series of one or more such actions;
(c)	“ADR Custodian” means a custodian (or depositary), approved by the Company, under arrangements whereby such custodian (or depositary) holds shares in the Company and either itself or some other person issues American Depositary Receipts evidencing American Depositary Shares which represent such shares in the Company (or evidence of a right to receive the same);
(d)	“Applicable Laws” means:

(i)	any applicable law, statute, rule or regulation and any judgment, order, decree, licence, permit, directive or requirement of any Governmental Agency having jurisdiction over the Company and/or TR Corporation; and
(ii)	the rules, regulations and guidelines of:

(A) any stock exchange or other trading market on which any shares or other securities or

2

depositary receipts representing such shares or securities of either the Company or TR Corporation are listed, traded or quoted; and

(B) any other body with which entities with securities listed or quoted on such exchanges customarily comply,

(but, if not having the force of law, only if compliance with such directives, requirements, rules, regulations or guidelines is in accordance with the general practice of Persons to whom they are intended to apply), in each case for the time being in force and taking account of all exemptions, waivers or variations from time to time applicable (in particular situations or generally) to the Company or TR Corporation, as the case may be;

(e)	“Approved Person” means, at any particular time, any Person who has been designated as such for the purposes of these Articles by the holder of the Reuters Founders Share, in its sole and absolute discretion, by notice given in writing to the Company, unless such designation has been revoked in accordance with the Terms of Approval;
(f)	“Board of Directors” or “Board” means the board of directors of the Company (or a duly authorised committee of the board of directors of the Company) from time to time;
(g)	“CA 1985” means the Companies Act 1985 as in force from time to time;
(h)	“CA 2006” means the Companies Act 2006 as in force from time to time;
(i)	“Certificated Share” means a share which is recorded in the Register as being held in certificated form;
(j)	“Class Rights Action” means each of the following actions if proposed to be taken by either the Company or TR Corporation:

(i)	the voluntary Liquidation of such company;
(ii)	any adjustment to the Equalization Ratio other than an adjustment made pursuant to Section 3.1.1(C) of the Equalization and Governance Agreement;

3

(iii)	any amendment to, or termination of (including, for the avoidance of doubt, the voluntary termination of), the Equalization and Governance Agreement, the Special Voting Share Agreement, the TR Corporation Guarantee or the TR PLC Guarantee, other than any amendment which is formal or technical in nature and which is not materially prejudicial to the interests of the shareholders of the Company or TR Corporation or is necessary to correct any inconsistency or manifest error as may be agreed by the TR Board;
(iv)	any amendment to, removal or alteration of the effect of (which shall include the ratification of any breach of) any of the TR PLC Entrenched DLC Provisions or the TR Corporation Entrenched DLC Provisions;
(v)	a change in the corporate status of the Company from a public limited company incorporated in England and Wales with its primary listing on the Official List of the UK Listing Authority or of TR Corporation from a corporation existing under the OBCA with its primary listing on the TSX or the NYSE (unless such change occurs in connection with a termination of the Equalization and Governance Agreement in accordance with Section 11.1.1 or Section 11.1.2(B) thereof);
(vi)	any other action or matter the TR Board determines (either in a particular case or generally), should be approved as a Class Rights Action; and
(vii)	any Action to be approved as a Class Rights Action pursuant to Section 3.1.1(C) of the Equalization and Governance Agreement;

provided, however, that if a particular matter constitutes both a Joint Electorate Action and a Class Rights Action, it shall be treated as a Class Rights Action;

(k)	“Company” means Thomson Reuters PLC, a public limited company incorporated in England and Wales;
(l)	“Control” means, save for the purposes of paragraphs 12.4 to 12.9:

(i) when applied to the relationship between a Person and a corporation, the beneficial ownership by such Person (in the case of the Company or TR Corporation, either

4

alone or together with the other corporation) at the relevant time of shares of such corporation carrying more than the greater of (A) 50% of the voting rights ordinarily exercisable at meetings of shareholders of such corporation and (B) the percentage of voting rights ordinarily exercisable at meetings of shareholders of such corporation that are sufficient to elect a majority of the directors of such corporation; and

(ii) when applied to the relationship between a Person and a partnership, joint venture or other unincorporated entity, the beneficial ownership by such Person (in the case of the Company or TR Corporation, either alone or together with the other corporation) at the relevant time of more than 50% of the ownership interests of the partnership, joint venture or other unincorporated entity in circumstances where it can reasonably be expected that such Person directs or has the power to direct the affairs of the partnership, joint venture or other unincorporated entity;

and the words “Controlled by”, “Controlling” and “under common Control with” and similar words have corresponding meanings; provided that a Person who Controls a corporation, partnership, joint venture or other unincorporated entity (the “second-mentioned Person”) shall be deemed to Control a corporation, partnership, joint venture or other unincorporated entity which is Controlled by the second-mentioned Person and so on;

(m)	“Cross-Guarantees” means, collectively, the TR Corporation Guarantee and the TR PLC Guarantee, and “Cross-Guarantee” means either one of them;
(n)	“Directors” means those individuals appointed or elected to the Board of Directors from time to time and “Director” means any one of them;
(o)	“Distribution” means, in relation to the Company or TR Corporation, any dividend or other distribution, whether of income or capital, and in cash or any other form, made by such company or any of its Subsidiaries to the holders of Ordinary Shares, in the case of the Company, or TR Corporation Common Shares, in the case of TR Corporation;
(p)	“Disclosure and Transparency Rules” means the disclosure and transparency rules for the time being in force, as published

5

	by the Financial Services Authority in its Handbook of Rules and Guidance;
(q)	“DLC Equalization Principle” means the principles set out in Section 3 of the Equalization and Governance Agreement, in particular, Section 3.1;
(r)	“DLC Structure” means the dual listed company structure effected pursuant to the Equalization and Governance Agreement and the transactions contemplated thereby, including the Special Voting Share Agreement, these Articles, the Memorandum of Association, the TR Corporation Articles, the TR Corporation By-Laws and the Cross-Guarantees;
(s)	“Effective Date” means the date on which the proposed Scheme of Arrangement to be made under section 425 of the CA 1985 in connection with the offer made on behalf of the Company to acquire Reuters Group PLC becomes effective;
(t)	“electronic form” has the same meaning as in the CA 2006;
(u)	“electronic means” has the same meaning as in the CA 2006;
(v)	“electronic signature” has the meaning given in section 7 of the Electronic Communications Act 2000;
(w)	“Equalization and Governance Agreement” means the Equalization and Governance Agreement, to be entered into on or before the Effective Date, between the Company and TR Corporation, as the same may be amended or modified from time to time in accordance with its terms;
(x)	“Equalization Ratio” means, at any time, the ratio of (i) one to (ii) the TR PLC Equivalent Number at such time;
(y)	“Equivalent Distribution” has the meaning attributed thereto in subparagraph 41.1.1;
(z)	“Equivalent Resolution” means, in relation to a resolution of the Company, a resolution of TR Corporation that is certified by a duly authorised officer of TR Corporation as equivalent in nature and effect to such resolution of the Company;
(aa)	“Governmental Agency” means a court of competent jurisdiction, any government or any governmental, regulatory, self-regulatory or administrative authority, agency, commission, body or other governmental entity and shall include any relevant competition authorities, the UK Panel on

6

	Takeovers and Mergers, the European Commission, the London Stock Exchange, the UK Listing Authority, the Canadian securities regulatory authorities, the TSX, the U.S. Securities and Exchange Commission, the NYSE and NASDAQ;
(bb)	“holder”, with respect to any shares in the capital of the Company or TR Corporation, means the registered holder of such shares;
(cc)	“Interest” means, save for the purposes of Article 19, and subject to paragraphs 7.13 and 39.4, in relation to shares, an interest in shares as defined in Part 22 of the CA 2006 and the words “Interested in” and similar words have corresponding meanings;
(dd)	“Joint Electorate Action” means any action put to shareholders of either the Company or TR Corporation, except for a Class Rights Action or a Procedural Resolution. For the avoidance of doubt, each of the following actions, if put to the holders of Ordinary Shares or the holders of TR Corporation Common Shares, shall be put to the TR Shareholders as a Joint Electorate Action:

(i)	the appointment, election, re-election or removal of any director of the Company or TR Corporation;
(ii)	to the extent such receipt or adoption is required by Applicable Laws, the receipt or adoption of the financial statements or accounts of the Company or TR Corporation, or financial statements or accounts prepared on a consolidated basis, other than any financial statements or accounts in respect of the period(s) ended prior to April, 2008;
(iii)	a change of name of the Company or TR Corporation; and
(iv)	the appointment or removal of the auditors of the Company or TR Corporation;

(ee) “Liquidation” means, with respect to either the Company or TR Corporation, any liquidation, winding up, receivership, dissolution, insolvency or equivalent or analogous proceedings pursuant to which the assets of such company will be liquidated and distributed to creditors and other holders of provable claims against such company;

7

(ff)	“London Stock Exchange” means the London Stock Exchange plc or any successor thereto;
(gg)	“Matching Action” means, in relation to an Action of TR Corporation (the “Primary Action”), an Action by the Company the overall effect of which, as determined by the TR Board, is such that, when taken together with the Primary Action, the economic benefits and voting rights in relation to Joint Electorate Actions of a holder of an Ordinary Share relative to the rights of a holder of a TR Corporation Common Share are maintained in proportion to the then prevailing Equalization Ratio;
(hh)	“Memorandum of Association” means the Memorandum of Association of the Company;
(ii)	“month” means a calendar month;
(jj)	“NASDAQ” means the National Association of Security Dealers, Inc. Automated Quotations System or any successor thereto;
(kk)	“NYSE” means the New York Stock Exchange, Inc. or any successor thereto;
(ll)	“OBCA” means the Business Corporations Act (Ontario), as it may be amended from time to time and any successor legislation thereto;
(mm)	“Office” means the registered office of the Company from time to time;
(nn)	“Operator” has the meaning given to that expression in the Uncertificated Securities Regulations;
(oo)	“Ordinary Resolution” has the meaning attributed thereto in section 282 of the CA 2006;
(pp)	“Ordinary Shares” means the issued ordinary shares in the Company (including the underlying ordinary shares to each TR PLC ADS);
(qq)	“Parallel Shareholder Meeting”, in relation to a meeting of shareholders of the Company, means any meeting of the shareholders of TR Corporation which is:

(i) nearest in time to, or is contemporaneous with, such meeting of the shareholders of the Company and at

8

which some or all of the same resolutions or some or all Equivalent Resolutions are to be considered; or

(ii) designated by the TR Corporation Board as the parallel meeting of shareholders of TR Corporation of such meeting of shareholders of the Company;

(rr)	“Participating Issuer” means a participating issuer, as defined in the Uncertificated Securities Regulations;
(ss)	“Participating Security” means a share or class of shares or a renounceable right of allotment of a share, title to which is permitted to be transferred by means of a Relevant System in accordance with the Uncertificated Securities Regulations;
(tt)	“Permitted Bid Acquisition” has the meaning attributed thereto in subparagraph 19.2.1(d);
(uu)	“Person” includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organisation, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator, or other legal representative;
(vv)	“Procedural Resolution” means a resolution of a procedural or technical nature put to shareholders at any meeting of the Company or TR Corporation, whether annual, general or otherwise, including, without limitation, any resolution:

(i)	that certain Persons be allowed to attend or be excluded from attending the meeting;
(ii)	that discussion be closed and the question put to the vote (provided no amendments have been raised);
(iii)	that the question under discussion not be put to the vote;
(iv)	to proceed with matters in an order other than that set out in the notice of the meeting;
(v)	to adjourn the debate (for example, to a subsequent meeting); and
(vi)	to adjourn the meeting;

(ww) “Qualifying Takeover Bid” has the meaning attributed thereto in subparagraph 19.2.1(e);

9

(xx)	“Redemption Price” in relation to the Special Voting Share, means the amount for the time being paid up on the Special Voting Share together with all unpaid dividends on the Special Voting Share, whether or not such dividends have been earned or declared, calculated down to the redemption date;
(yy)	“Register” means, unless the context otherwise requires, the register of shareholders kept pursuant to section 352 of the CA 1985 and any successive legislation and any register maintained by the Company of persons holding any renounceable right of allotment of a share;
(zz)	“Relevant System” means a relevant system, as defined in the Uncertificated Securities Regulations;
(aaa)	“Requisite Majority” means, in the case of an Ordinary Resolution, a majority or, in the case of a Special Resolution, 75%;
(bbb)	“Rescission Notice” has the meaning attributed thereto in paragraph 12.7;
(ccc)	“Reuters Founders Share” has the meaning attributed thereto in paragraph 3(c);
(ddd)	“Reuters Founders Share Company” means Reuters Founders Share Company Limited, a company incorporated and existing in accordance with the laws of England and Wales;
(eee)	“Reuters Founders Share Control Notice” has the meaning attributed thereto in paragraph 12.6;
(fff)	“Reuters Founders Share Provisions” means paragraphs 4.1 to 4.3, Article 5, paragraphs 6.1 and 6.2, Article 7, paragraph 9.1, Article 12, paragraphs 21.1 to 21.3, paragraphs 22.2 to 22.7, paragraph 22.10, paragraphs 23.4 to 23.15, Article 24, Article 25, Article 30, paragraph 31.11, Article 39, paragraphs 42.2, 42.3, 42.10 and 42.13, paragraph 47.1, paragraph 49.1 and Article 50 of these Articles and the definitions of any defined terms incorporated therein;
(ggg)	“Reuters Trust Principles” has the meaning attributed thereto in Article 30;
(hhh)	“Reuters Trustees” means the members and directors from time to time of Reuters Founders Share Company;

10

(iii) “Securities Intermediary” means:

(i)	a clearing house; or
(ii)	a person, including a broker, bank, or trust company, that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity;

(jjj)	“Shareholder Rights Plan” means a plan adopted by the Company which provides for a distribution to all holders of its Shares and/or Shares of TR Corporation (other than a Person in respect of whom the Company and TR Corporation are taking actions to procure a Qualifying Takeover Bid pursuant to subparagraph 19.1.2) of rights which entitle such holders to subscribe for or purchase Shares at a price which is substantially less than the respective market values thereof;
(kkk)	“Shares” means, in relation to the Company, the Ordinary Shares and, in relation to TR Corporation, the TR Corporation Common Shares;
(lll)	“Special Resolution” has the meaning attributed thereto in section 283 of the CA 2006;
(mmm)	“Special Voting Share” has the meaning attributed thereto in paragraph 3(b);
(nnn)	“Special Voting Share Agreement” means the Special Voting Share Agreement, to be entered into on or before the Effective Date, by and among the Company, TR Corporation, the TR PLC Special Voting Share Trustee and the TR Corporation Special Voting Share Trustee, as the same may be amended or modified from time to time in accordance with its terms;
(ooo)	“Subsidiary” with respect to any Person, means a Person Controlled by such Person;
(ppp)	“Takeover Bid Thresholds” has the meaning attributed thereto in subparagraph 19.2.1(f);
(qqq)	“Tax” or “Taxes” means any taxes, levies, imposts, deductions, charges, withholdings or duties levied by any authority (including goods and services taxes, value added taxes and any other stamp and transaction duties) (together with any related interest, penalties, fines and expenses in connection with them);

11

(rrr)	“Tax Benefit” means any credit, rebate, exemption, deduction or benefit in respect of Tax available to any Person;
(sss)	“Terms of Approval” means, in relation to an Approved Person, an agreement or undertaking, if any, entered into by that Approved Person with the holder of the Reuters Founders Share in connection with being designated as an Approved Person;
(ttt)	“Thomson Reuters News Services” means any news services which may from time to time be supplied by the Company or any of its Subsidiaries;
(uuu)	“TR Board” means each of the Board of Directors and the TR Corporation Board;
(vvv)	“TR Corporation” means Thomson Reuters Corporation, a corporation incorporated and existing in accordance with the laws of the Province of Ontario;
(www)	“TR Corporation Acquiring Person” means a Person who is an “Acquiring Person” for the purposes of the TR Corporation Articles;
(xxx)	“TR Corporation Articles” means the articles of incorporation of TR Corporation, as amended or supplemented from time to time;
(yyy)	TR Corporation By-Laws” means the by-laws of TR Corporation, as amended or supplemented from time to time;
(zzz)	“TR Corporation Board” means the board of directors of TR Corporation (or a duly authorised committee of the board of directors of TR Corporation) from time to time;
(aaaa)	“TR Corporation Common Shares” means the issued and outstanding common shares of TR Corporation from time to time, as the same may be subdivided or consolidated from time to time and any capital shares into which such common shares may be reclassified, converted or otherwise changed;
(bbbb)	“TR Corporation Entrenched DLC Provisions” has the meaning attributed thereto in the TR Corporation Articles;
(cccc)	“TR Corporation Group” means, collectively, TR Corporation and its Subsidiaries from time to time, and a member of the TR Corporation Group means any one of them;

12

(dddd)	“TR Corporation Guarantee” means the deed of guarantee to be entered into on or before the Effective Date between TR Corporation and the Company whereby TR Corporation agrees to guarantee certain obligations of the Company for the benefit of creditors of the Company, as the same may be amended or modified from time to time in accordance with its terms;
(eeee)	“TR Corporation Reuters Founders Share” means the Reuters founders share in TR Corporation;
(ffff)	“TR Corporation Special Voting Share” means the special voting share in the capital of TR Corporation;
(gggg)	“TR Corporation Special Voting Share Trust” means the trust created by the TR Corporation Special Voting Share Trust Deed;
(hhhh)	“TR Corporation Special Voting Share Trust Deed” means the agreement to be entered into on or before the Effective Date between Thomson Reuters Corporation, as settlor, and the TR Corporation Special Voting Share Trustee;
(iiii)	“TR Corporation Special Voting Share Trustee” means Computershare Trust Company of Canada as initial trustee of TR Corporation Special Voting Share Trust, and includes any successor trustee of TR Corporation Special Voting Share Trust;
(jjjj)	“TR Group” means, collectively, the TR PLC Group and the TR Corporation Group operating as a unified group pursuant to the DLC Structure;
(kkkk)	“TR PLC ADS” means an American Depositary Share of the Company listed on NASDAQ, each of which represents six Ordinary Shares;
(llll)	“TR PLC Entrenched DLC Provisions” means Article 11, Article 19, Article 25, subparagraph 27.1.2, subparagraph 27.2.2, subparagraph 27.2.3, Article 29, Article 39, Article 41 and Article 48 and the definitions of any defined terms incorporated therein;
(mmmm)	“TR PLC Equivalent Number” means the number of TR PLC Ordinary Shares that enjoy equivalent rights to Distributions (calculated having regard to Section 3.2(A) of the Equalization and Governance Agreement) and voting rights in relation to Joint Electorate Actions as one TR Corporation Common Share. Initially, the TR PLC Equivalent Number shall be one

13

but shall be adjusted as provided in Section 3 of the Equalization and Governance Agreement. In all cases, the TR PLC Equivalent Number shall be rounded to four decimal places;

(nnnn)	“TR PLC Group” means, collectively, the Company and its Subsidiaries from time to time, and a member of the TR PLC Group means any one of them;
(oooo)	“TR PLC Guarantee” means the deed of guarantee to be entered into on or before the Effective Date between the Company and TR Corporation whereby the Company agrees to guarantee certain obligations of TR Corporation for the benefit of creditors of TR Corporation, as the same may be amended or modified from time to time in accordance with its terms;
(pppp)	“TR PLC Special Voting Share Trust” means the trust created by the TR PLC Special Voting Share Trust Deed;
(qqqq)	“TR PLC Special Voting Share Trust Deed” means the agreement to be entered into on or before the Effective Date between Thomson Reuters Corporation, as settlor, and the TR PLC Special Voting Share Trustee;
(rrrr)	“TR PLC Special Voting Share Trustee” means Computershare Trust Company of Canada, as initial trustee of TR PLC Special Voting Share Trust, and includes any successor trustee of TR PLC Special Voting Share Trust;
(ssss)	“TR Shareholders” means, collectively, the holders of Ordinary Shares and the holders of TR Corporation Common Shares;
(tttt)	“Transfer Office” means the place where the Register is situate from time to time;
(uuuu)	“Triggering Event” has the meaning attributed thereto in subparagraph 19.1.2;
(vvvv)	“TSX” means the Toronto Stock Exchange or any successor thereto;
(wwww)	“Uncertificated Securities Regulations” means the Uncertificated Securities Regulations 2001 including any modification thereof or any regulations in substitution thereof;
(xxxx)	“Uncertificated Share” means a share title to which is recorded in the Register as being held in uncertificated form

14

and title to which may, by virtue of the Uncertificated Securities Regulations, be transferred by means of a Relevant System;

(yyyy)	“UK Listing Authority” means the Financial Services Authority in its capacity as competent authority for the purposes of Part VI of the UK Financial Services and Markets Act 2000 or any successor thereto;
(zzzz)	“Voting Shares” means:

(i)

in relation to the Company, Ordinary Shares and, at any particular time, any other securities of the Company (excluding debt securities, the Special Voting Share and the Reuters Founders Share) carrying at that time a voting right ordinarily exercisable at meetings of shareholders either under all circumstances or under some circumstances that have occurred and are continuing; and

(ii)

in relation to the TR Corporation, TR Corporation Common Shares and, at any particular time, any other securities of TR Corporation (excluding debt securities, the TR Corporation Special Voting Share and the TR Corporation Reuters Founders Share) carrying at that time a voting right ordinarily exercisable at meetings of shareholders either under all circumstances or under some circumstances that have occurred and are continuing;

(aaaaa)	“Wholly-Owned Subsidiary”, with respect to any Person, means any Subsidiary of which that Person at the time of determination, directly and/or indirectly, through one or more other Subsidiaries, Beneficially Owns (as defined in subparagraph 19.2.1(a)) and/or is Interested in 100% of the Voting Shares of such Subsidiaries; and
(bbbbb)	“year” means a calendar year.

2.4.2 In these Articles (if not inconsistent with the subject or context):

(a)	the expression “employees’ share scheme” shall have the meaning given to it by section 1166 of the CA 2006;
(b)	the word “Secretary” shall include any person appointed by the Directors to perform any of the duties of the Secretary, and where two or more persons are appointed to act as Joint Secretaries shall include any one or more of those persons;

15

(c)	the expression “debenture” shall include debenture stock;
(d)	the expressions “recognised clearing house” and “recognised investment exchange” shall mean any clearing house or investment exchange (as the case may be) granted recognition under the Financial Services and Markets Act 2000;
(e)	the word “company” shall include any body corporate incorporated or registered in any part of the world and the expressions “subsidiary undertaking” and “parent undertaking” shall have the respective meanings given to them by section 1162 of the CA 2006;
(f)	any reference to a signature or to something being signed or executed includes a signature printed or reproduced by mechanical or other means or any stamp or other distinctive marking made by or with the authority of the person required to sign the document to indicate it is approved by such person, or in respect of communications in electronic form only any other means of verifying the authenticity of a communication in electronic form which the Board of Directors may from time to time specify or, where no means has otherwise been specified by the Board of Directors, an electronic signature (which shall for the purposes of the CA 2006 be a manner of authentication specified by the Company for the purposes of section 1146(3)(b) of the CA 2006), provided that the Company has no reason to doubt the authenticity of that electronic signature;
(g)	any reference to a document being sealed or executed under seal or under the common seal of any body corporate (including the Company) or any similar expression includes a reference to its being executed in any other manner which has the same effect as if it were executed under seal;
(h)	references to “writing” and to any form of “written” communication include references to any method of representing or reproducing words in a legible and non-transitory form including by way of electronic form or electronic means where specifically provided in a particular Article or where permitted by the Directors in their absolute discretion but exclude such method in respect of consent or notices given to or by the holder of the Reuters Founders Share;
(i)	such of the provisions of these Articles as apply to paid-up shares shall apply to stock, and the words “share” and “shareholder” shall be construed accordingly;

16

(j)	words denoting the singular shall include the plural and vice versa; words denoting the masculine gender shall include the feminine gender; and words denoting persons shall include bodies corporate;
(k)	any reference to any statute or statutory provision shall be construed as including a reference to any statutory modification or re-enactment thereof from time to time in force;
(l)	references to a Relevant System shall be deemed to relate to the Relevant System on which the particular share or class of shares or renounceable right of allotment of a share concerned in the capital of the Company is a Participating Security for the time being and any references in these Articles to the giving of an instruction by means of a Relevant System shall be deemed to relate to a properly authenticated dematerialised instruction given in accordance with the Uncertificated Securities Regulations. Such instructions shall only be given to the extent:

(i)	permitted by the Uncertificated Securities Regulations;
(ii)	permitted by and practicable under the rules and practices from time to time of the Operator of the Relevant System; and
(iii)	practicable under and in accordance with the facilities and requirements of the Relevant System;

(m)	subject as aforesaid or as otherwise expressly provided by these Articles any words or expressions defined in the CA 2006 or in the Uncertificated Securities Regulations shall (if not inconsistent with the subject or context) bear the same meanings in these Articles;
(n)	a Special Resolution shall be effective for any purpose for which an Ordinary Resolution is expressed to be required under any provision of these Articles; and
(o)	any determinations or decisions made by the Board of Directors pursuant to these Articles shall be final and binding.

3. SHARE CAPITAL

The share capital of the Company at the date of adoption of these Articles will be £4,000,000,001 divided into:

(a) 399,950,000 Ordinary Shares of £10 each;

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(b)	one special voting share of £500,000 (the “Special Voting Share”); and
(c)	one Reuters founders share of £1 (the “Reuters Founders Share”).

4. VARIATION OF RIGHTS

4.1

Consents required for variation

Whenever the share capital of the Company is divided into different classes of shares, the special rights attached to any class may, subject to the provisions of the Applicable Laws, be varied or abrogated either with the consent in writing of the holders of three-quarters in nominal value of the issued shares of the class (excluding any shares of that class held as treasury shares) or with the sanction of a Special Resolution passed at a separate general meeting of the holders of the shares of the class (but not otherwise) and may be so varied or abrogated either while the Company is a going concern or during or in contemplation of a winding-up but so that the rights attached to the Reuters Founders Share shall not be capable of being varied or abrogated in any respect whatsoever without the prior written consent of the holder of the Reuters Founders Share. To every such separate general meeting all the provisions of these Articles relating to general meetings of the Company and to the proceedings thereat shall apply, except that the necessary quorum shall be two persons at least holding or representing by proxy at least one-third in nominal value of the issued shares of the class (excluding any shares of that class held as treasury shares) (but that at any adjourned meeting any holder of shares of the class present in person or by proxy shall be a quorum) and that any holder of shares of the class present in person or by proxy may demand a poll and that every such holder shall, subject as otherwise provided by these Articles, on a poll have one vote for every share of the class held by him. The foregoing provisions of this Article shall, subject to paragraph 4.2 below, apply to the variation or abrogation of the special rights attached to some only of the shares of any class as if each group of shares of the class differently treated formed a separate class the special rights whereof are to be varied.

4.2	When shares not a separate class
	Shares of a class shall not be treated as forming a separate class from other shares of that class merely because any of the following apply to them:

4.2.1	the restrictions set out in section 454 of the CA 1985;
4.2.2	suspension of voting rights or rights to receive dividends or other distributions pursuant to these Articles;
4.2.3	any requirement pursuant to these Articles that a person dispose of such             shares or any Interest in them;
4.2.4	any provisions of these Articles enabling the Directors to dispose of such shares or requiring the Directors not to register transfers of such shares;

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4.2.5	they are enabled or permitted in accordance with the Uncertificated Securities Regulations to become a Participating Security, or cease to be a Participating Security; or
4.2.6	any shares of that class are from time to time held in uncertificated form.

4.3

Rights not varied by issue of further shares or permission to hold or transfer Uncertificated Shares; exception for Reuters Founders Share

The special rights attached to any class of shares having preferential rights shall not unless otherwise expressly provided by the terms of issue thereof be deemed to be varied by the creation or issue of further shares ranking as regards participation in the profits or assets of the Company in some or all respects pari passu therewith but in no respect in priority thereto, or by the Company permitting, in accordance with the Uncertificated Securities Regulations, the holding and transfer of shares of any class in uncertificated form by means of a Relevant System. The special rights attached to the Reuters Founders Share shall be deemed to be varied by the creation or issue of any further Reuters Founders Share.

5. ALTERATION OF SHARE CAPITAL

5.1

Company may increase capital; consent of the holder of the Reuters Founders Share required for creation of shares with voting rights not identical to those of Ordinary Shares

The Company may from time to time by Ordinary Resolution increase its capital by such sum to be divided into shares of such amounts as the resolution shall prescribe. All new shares created on any such increase of capital shall be subject to the provisions of the Applicable Laws and of these Articles with reference to allotment, payment of calls, lien, transfer, transmission, forfeiture and otherwise. No such new share shall, without the prior written consent of the holder of the Reuters Founders Share, have attached thereto (either at the time of the creation thereof or at any subsequent time) any rights in respect of voting which are not identical in all respects with those attached to the Ordinary Shares.

5.2 Company may consolidate, cancel and subdivide shares (other than the Reuters Founders Share)

The Company may by Ordinary Resolution:

5.2.1	consolidate and divide all or any of its capital (other than the Reuters Founders Share) into shares of larger amounts than its existing shares;
5.2.2	cancel any shares (other than the Reuters Founders Share) which, at the date of the passing of the resolution, have not been taken, or agreed to be taken, by any person and diminish the amount of its capital by the amount of the shares so cancelled;

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5.2.3 sub-divide its shares, or any of them (other than the Reuters Founders Share), into shares of smaller amount than is fixed by the Memorandum of Association (subject nevertheless to the provisions of the Applicable Laws), and so that the resolution whereby any share is sub-divided may determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may, as compared with the others, have any such preferred, deferred or other special rights, or be subject to any such restrictions, as the Company has power to attach to unissued or new shares.

5.3 Fractional entitlements to shares

If, as the result of consolidation and division or sub-division of shares, shareholders become entitled to fractions of a share, the Directors may on behalf of the shareholders deal with the fractions as they think fit. In particular, the Directors (treating holdings of the same shareholder or shareholders of Certificated Shares and Uncertificated Shares of the same class as if they were separate holdings, unless the Directors otherwise determine) may:

5.3.1

sell fractions of a share to a person (including, subject to the Applicable Laws, to the Company) for the best price reasonably obtainable and distribute the net proceeds of sale in due proportion amongst the persons entitled (except that if the amount due to a person is less than £3, or such other sum as the Board of Directors may decide, the sum may be retained for the benefit of the Company). To give effect to a sale the Directors may authorise a person to execute an instrument of transfer of Certificated Shares or, in respect of Uncertificated Shares, the Directors may exercise any of the powers conferred on the Company by Article 9 to effect transfer of the shares to the purchaser or his nominee to be entered in the Register as the holder of the shares. The purchaser is not bound to see to the application of the purchase money and the title of the transferee to the shares is not affected by an irregularity or invalidity in the proceedings connected with the sale; or

5.3.2

subject to the Applicable Laws, issue to a shareholder credited as fully paid by way of capitalisation the minimum number of shares required to round up his holding of shares to a number which, following consolidation and division or sub-division, leaves a whole number of shares (such issue being deemed to have been effected immediately before consolidation or sub-division, as the case may be). The amount required to pay up those shares may be capitalised as the Directors think fit out of amounts standing to the credit of reserves (including a share premium account, capital redemption reserve and profit and loss account), whether or not available for distribution, and applied in paying up in full the appropriate number of shares. A resolution of the Directors capitalising part of the reserves has the same effect as if the capitalisation had been declared by Ordinary Resolution of the Company pursuant to Article 43. In relation to the capitalisation the Board of Directors may exercise all the powers conferred

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on it by Article 43 without an Ordinary Resolution of the Company.

5.4	Company may purchase its own shares (other than the Reuters Founders Share)
	Subject to the provisions of the Applicable Laws, the Company may purchase, or enter into a contract under which it may become entitled or obliged to purchase, any of its own shares (including any redeemable shares) other than the Reuters Founders Share. Every contract for the purchase by the Company of, or under which it may become entitled or obliged to purchase, its own shares shall, in addition to such authorisation as may be required by the Applicable Laws, be sanctioned by a Special Resolution passed at a separate general meeting of the holders of each class of shares in issue convertible into equity share capital of the Company.
5.5	Company may reduce its capital — exception regarding the Reuters Founders Share
	The Company may reduce its share capital or any capital redemption reserve, share premium account or other undistributable reserve in any manner and with and subject to any incident authorised and consent required by law but this Article shall not apply in any way whatsoever to the Reuters Founders Share.
6.	SHARES
6.1	Company may issue shares with whatever rights or restrictions, but consent of the holder of the Reuters Founders Share required for issue of shares not identical to Ordinary Shares
	Except as otherwise provided by these Articles and without prejudice to the rights attached to any shares or class of shares from time to time issued, any share in the Company may be allotted or issued with or have attached thereto such preferred, deferred or other special rights, or be issued subject to or have attached such restrictions, whether as regards dividend, return of capital or otherwise, as the Company may from time to time by Ordinary Resolution determine (or, in the absence of any such determination, as the Directors may determine) and subject to the provisions of the Applicable Laws the Company may issue any shares which are, or at the option of the Company or the holders are liable, to be redeemed. Provided always that, without the prior written consent of the holder of the Reuters Founders Share, no share shall be capable of being issued having attached thereto any rights which are not identical in all respects with those attached to the Ordinary Shares.
6.2	Directors may issue shares, but consent of the holder of the Reuters Founders Share required for issue of shares not identical to Ordinary Shares
	Subject to the provisions of the Applicable Laws, of these Articles and of any resolution of the Company in general meeting passed pursuant thereto, all unissued

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shares and shares held as treasury shares shall be at the disposal of the Directors and they may allot (with or without conferring a right of renunciation), grant options over or otherwise dispose of them to such persons, at such times and on such terms as they think proper. Provided always that, without the prior written consent of the holder of the Reuters Founders Share, the Directors shall not allot, grant any option over or otherwise dispose of any share having attached thereto any rights in respect of voting which are not identical in all respects with those attached to the Ordinary Shares.

6.3	Section 80 authority for allotments of relevant securities
	The Directors have general and unconditional authority, pursuant to section 80 of the CA 1985, to exercise all powers of the Company to allot relevant securities up to an aggregate nominal amount equal to the section 80 amount, for each prescribed period.
6.4	Disapplication of section 89(1) (pre-emption) for allotments under section 80 authority

6.4.1 The Directors have general power for each prescribed period to allot equity securities pursuant to the authority conferred by paragraph 6.3 above and to sell treasury shares wholly for cash:

(a)	in connection with a rights issue; and
(b)	otherwise than in connection with a rights issue, up to an aggregate nominal amount equal to the section 89 amount;

as if section 89(1) of the CA 1985 does not apply to any such allotment or sale.

6.4.2	By the authority and power conferred by paragraph 6.3 and subparagraph 6.4.1 above, the Board of Directors may during a prescribed period make an offer or agreement which would or might require equity securities or other relevant securities to be allotted after the prescribed period and may allot securities in pursuance of that offer or agreement.
6.4.3	In paragraphs 6.3 and 6.4:

(a)	“equity securities” has the meaning given in section 94(2) of the CA 1985;
(b)	“prescribed period” means any period for which the authority conferred by paragraph 6.3 above is given by Ordinary or Special Resolution stating the section 80 amount and/or the power conferred by subparagraph 6.4.1 above is given by Special Resolution stating the section 89 amount;

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(c)	“rights issue” means an offer of equity securities open for acceptance for a period fixed by the Directors to holders (other than the Company) of equity securities on the Register on a fixed record date in proportion to their respective holdings of such securities or in accordance with the rights attached thereto (but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or legal or practical problems under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory);
(d)	“section 80 amount” means, for any prescribed period, the amount stated in the relevant Ordinary or Special Resolution or, in either case, another amount fixed by resolution of the Company;
(e)	“section 89 amount” means, for any prescribed period, the amount stated in the relevant Special Resolution; and
(f)	the nominal amount of securities is, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of shares which may be allotted pursuant to those rights.

6.5	Company may pay commissions and brokerages
	The Company may exercise the powers of paying commissions conferred by the Applicable Laws to the full extent thereby permitted. The Company may also on any issue of shares or sale of shares in the Company (if, immediately before the sale, the shares were held by the Company as treasury shares) pay such brokerage as may be lawful.
6.6	Company may recognise renunciations of allotments
	The Directors may at any time after the allotment of any share but before any person has been entered in the Register as the holder recognise a renunciation thereof by the allottee in favour of some other person and may accord to any allottee of a share a right to effect such renunciation upon and subject to such terms and conditions as the Directors may think fit to impose.
6.7	Company not bound to recognise trusts of shares
	Except as required by Applicable Laws, or pursuant to any of the provisions of these Articles, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or compelled in any way to recognise any equitable, contingent, future or partial Interest in any shares, or any Interest in any fractional part of a share, or (except only as by these Articles or by

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	Applicable Laws otherwise provided) any other right in respect of any share, except an absolute right to the entirety thereof in the registered holder.
7.	RIGHTS IN RELATION TO AN ACQUIRING PERSON
7.1	Service of notice on Acquiring Person
	In the event that any Person has become or becomes an Acquiring Person, the Directors shall as soon as practicable thereafter cause the Company to give notice of such fact to such Person and the holder of the Reuters Founders Share. Such notice shall state the number of Voting Shares in which the Board of Directors has determined such Person is or may be Interested and the names of any entities through which the Board of Directors has determined such Person is Interested in those Voting Shares. If at any time the Board of Directors subsequently determines that any such Person is not or is no longer an Acquiring Person, it shall without delay inform such Person and the holder of the Reuters Founders Share of such fact, upon which such Person shall cease to be an Acquiring Person.
7.2	Voting rights of the holder of the Reuters Founders Share
	Subject to paragraph 7.14 below, from and after the time that any Person has become or becomes an Acquiring Person until such time as such Person ceases to be an Acquiring Person, the holder of the Reuters Founders Share shall be entitled to vote, together with (except at meetings of the holder of the Reuters Founders Share required by Applicable Laws to be held as a separate class meeting) the holders of Ordinary Shares, on all matters submitted to a vote of the shareholders of the Company at any general meeting of the Company. On each such matter, the holder of the Reuters Founders Share shall be entitled, in its sole and absolute discretion, to exercise the following voting rights:

7.2.1 in relation to a resolution of the Company to approve a Joint Electorate Action, the rights:

(a)	to cast such number of votes in favour of and against such resolution, to withhold such number of votes from such resolution and to abstain from voting such number of votes in respect of such resolution as were cast in favour of and against such resolution, withheld therefrom or recorded as abstentions in respect thereof, respectively, by the holder of the Special Voting Share pursuant to subparagraph 11.1.1;
(b)	to cast such number of votes in favour of such resolution as were cast in favour of such resolution by holders of Voting Shares other than any Voting Shares in which an Acquiring Person is Interested;
(c)	to cast such number of votes against such resolution as were cast against such resolution by holders of Voting Shares other

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	than any Voting Shares in which an Acquiring Person is Interested;
(d)	to withhold such number of votes from such resolution as were withheld from such resolution by holders of Voting Shares other than any Voting Shares in which an Acquiring Person is Interested; and
(e)	to abstain from voting such number of votes in respect of such resolution as were recorded as abstentions in respect of such resolution by holders of Voting Shares other than any Voting Shares in which an Acquiring Person is Interested;

in each case multiplied by one hundred, and provided that, for greater certainty, if the holder of the Reuters Founders Share exercises its voting rights in relation to any such resolution, it shall be required to exercise all, but not less than all, of such voting rights;

7.2.2 in relation to a resolution of the Company to approve a Class Rights Action:

(a) if the Equivalent Resolution is approved by the requisite number (as determined in accordance with the TR Corporation Articles, the TR Corporation By-Laws and Applicable Laws) of the holders of TR Corporation Common Shares at the Parallel Shareholder Meeting, the rights:

(i)	to cast such number of votes in favour of such resolution as were cast in favour of such resolution by holders of Voting Shares other than any Voting Shares in which an Acquiring Person is Interested;
(ii)	to cast such number of votes against such resolution as were cast against such resolution by holders of Voting Shares other than any Voting Shares in which an Acquiring Person is Interested;
(iii)	to withhold such number of votes from such resolution as were withheld from such resolution by holders of Voting Shares other than any Voting Shares in which an Acquiring Person is Interested; and
(iv)	to abstain from voting such number of votes in respect of such resolution as were recorded as abstentions in respect of such resolution by holders of Voting Shares other than any Voting Shares in which an Acquiring Person is Interested;

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in each case multiplied by one hundred, and provided that, for greater certainty, if the holder of the Reuters Founders Share exercises its voting rights in relation to any such resolution, it shall be required to exercise all, but not less than all, of such voting rights; and

(b) if the Equivalent Resolution is not approved by the requisite number (as determined in accordance with the TR Corporation Articles, the TR Corporation By-Laws and Applicable Laws) of the holders of TR Corporation Common Shares at the Parallel Shareholder Meeting, no right to cast any vote;

7.2.3 in relation to a Procedural Resolution, the rights:

(a)	to cast such number of votes in favour of such Procedural Resolution as were cast in favour of such Procedural Resolution by holders of Voting Shares other than any Voting Shares in which an Acquiring Person is Interested;
(b)	to cast such number of votes against such Procedural Resolution as were cast against such Procedural Resolution by holders of Voting Shares other than any Voting Shares in which an Acquiring Person is Interested;
(c)	to withhold such number of votes from such Procedural Resolution as were withheld from such Procedural Resolution by holders of Voting Shares other than any Voting Shares in which an Acquiring Person is Interested; and
(d)	to abstain from voting such number of votes in respect of such Procedural Resolution as were recorded as abstentions in respect of such Procedural Resolution by holders of Voting Shares other than any Voting Shares in which an Acquiring Person is Interested;

in each case multiplied by one hundred, and provided that, for greater certainty, if the holder of the Reuters Founders Share exercises its voting rights in relation to any such Procedural Resolution, it shall be required to exercise all, but not less than all, of such voting rights; and

7.2.4 in respect of any resolution pertaining to any matter on which the holder of the Reuters Founders Share is required by Applicable Laws or otherwise entitled to vote separately as a class, the right to cast one vote.

7.3	Directors’ resolution as to a person being Acquiring Person conclusive
	If the Directors resolve that they have reasonable cause to believe that a Person is or may be an Acquiring Person and that they have made reasonable enquiries

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	(whether by way of notices under section 793 of the CA 2006 or otherwise) to establish whether such Person is or is not an Acquiring Person but that such enquiries have not been answered or fail to establish whether such Person is or is not an Acquiring Person, such Person shall for all the purposes of this Article be deemed to be an Acquiring Person from the date of such resolution until any such time as the Directors resolve that they are satisfied that such Person is not an Acquiring Person. The Board of Directors shall as soon as practicable thereafter give notice of such fact to such Person and the holder of the Reuters Founders Share in accordance with paragraph 7.1.
7.4	Directors’ resolution as to shares being shares of an Acquiring Person conclusive
	If the Directors resolve that they have reasonable cause to believe that any Voting Shares are or may be Voting Shares in which an Acquiring Person is Interested (whether such Person is an Acquiring Person by virtue of paragraph 7.3 above or otherwise) and that they have made reasonable enquiries (whether by way of notices under section 793 of the CA 2006 or otherwise) to establish whether such Person is or is not an Acquiring Person but that such enquiries have not been answered or fail to establish whether such Person is or is not an Acquiring Person, such Voting Shares shall for all the purposes of this Article be deemed to be Voting Shares in which such Person is Interested from the date of such resolution until any such time as the Directors resolve that they are satisfied that such Person is not Interested in such Voting Shares. The Board of Directors shall as soon as practicable thereafter give notice of such fact to such Person and the holder of the Reuters Founders Share in accordance with paragraph 7.1.
7.5	Notices under Article 7 to be in writing
	All notices provided for by this Article 7 shall be in writing.
7.6	No obligation to serve notice if address unknown
	Neither the Company nor the Directors shall be obliged to serve any notice provided for by this Article 7 on any Person if they do not know either the identity or address of such Person. Subject as aforesaid, the Directors shall give notice of any resolutions referred to in paragraphs 7.3 and 7.4 above to the Acquiring Person concerned.
7.7	Articles on notices to apply
	Paragraphs 47.1, 47.3 and 47.4 shall apply to the service of any notice required by this Article to be served by the Company on any shareholder of the Company.
7.8	Service of notices on non-shareholders
	Any notice required by this Article 7 to be served by the Company on any person who is not a shareholder of the Company may be served on or delivered to such

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	Person either personally or by placing it in the post in the United Kingdom in a pre-paid cover addressed to such Person at such address as the Directors believe to be such Person’s address or by delivering it to such address. Where such notice is served or sent by post as aforesaid, service or delivery shall be deemed to be effected at the time when the same would be received in the ordinary course of post and in proving such service or delivery it shall be sufficient to prove that such cover was properly addressed, stamped and posted.
7.9	Directors’ decisions conclusive
	All actions, calculations and determinations which are done or made by the Board of Directors in good faith in connection with the provisions of this Article 7 and Article 12 shall be conclusive, final and binding on all Persons concerned, and the validity of any act or thing which is done or caused to be done by the Board of Directors in furtherance or purported furtherance of any such provisions shall not be capable of being impeached by anyone on the ground that there was not any basis or reasonable basis upon which the Board of Directors could have arrived at any such calculation or determination, or on the ground that any conclusion of fact on which the Board of Directors relied or might have relied for the purposes of arriving at any such calculation or determination or taking any such action was incorrect, or on any other ground whatsoever.
7.10	Company register of share Interests
	Without prejudice to the provisions of the Applicable Laws, the Board of Directors is entitled to rely without further enquiry on the information contained in the Register kept by the Company under section 808 of the CA 2006 in determining whether a Person is or is not an Acquiring Person unless it has reason to believe otherwise, in which case the Board of Directors shall make reasonable enquiries to determine whether a Person is an Acquiring Person.
7.11	Directors to inform other Directors regarding Acquiring Persons
	If any Director has reason to believe that any Person is an Acquiring Person or has ceased to be an Acquiring Person, that Director shall without delay inform the other Directors and the holder of the Reuters Founders Share of that fact, including the number of Voting Shares in which the Director believes such Person is or may be Interested.
7.12	ADR Custodians and ADS holders
	An ADR Custodian in its capacity as such shall not be an Acquiring Person. A Person who has an interest in American Depositary Shares evidenced by an American Depositary Receipt representing shares held by an ADR Custodian shall be treated for all the purposes of this Article as being Interested in the number and class of shares in the Company represented by such American Depositary Shares and evidenced by such American Depositary Receipt and not (in the absence of any

28

other reason why such Person should be so treated) in the remainder of the shares in the Company held by the ADR Custodian.

7.13	Interests in shares — exclusions
	For the purposes of this Article 7 and Article 12 below, a Person will not be deemed to be Interested in any securities because:

7.13.1	such Person is the registered holder of such securities as a result of carrying on the business of or acting as a nominee of a securities depositary;
7.13.2	such Person is an underwriter or member of a banking group or selling group acting in such capacity that has become Interested in such securities in connection with a distribution of securities pursuant to a prospectus or by way of private placement provided such Person is not Interested in such securities for a period in excess of one year;
7.13.3	such Person holds such securities in its capacity as trustee of a trust under which such Person has no independent powers, discretions or responsibilities and must act on the instructions of the beneficiaries; or
7.13.4	such Person is acting as a Securities Intermediary in relation to such securities and does not exercise independent control or direction over such securities.

7.14	Suspension of voting rights
	The right of the holder of the Reuters Founders Share to vote at any meeting of shareholders of the Company pursuant to this Article 7 shall be suspended from and after the delivery to the Company of a Reuters Founders Share Control Notice until the delivery to the Company of a Rescission Notice in respect of such Reuters Founders Share Control Notice.
7.15	Calculation of votes
	Prior to the exercise by the holder of the Reuters Founders Share of its voting rights pursuant to paragraphs 7.2 and 12.8, the Board of Directors shall calculate the number of votes entitled to be cast upon such exercise and shall deliver to the holder of the Reuters Founders Share a certificate, signed by a duly authorised officer of the Company, confirming the number of votes so calculated.
8.	UNCERTIFICATED SHARES
8.1	Directors may permit shares to be a Participating Security
	Subject to the Applicable Laws and the rules of any Relevant System, the Directors may permit the holding and transfer of any class of shares in uncertificated form by

29

means of a Relevant System and, subject as aforesaid, the Directors may at any time determine that any class of shares shall cease to be a Participating Security.

8.2	Shares may be changed from uncertificated to certificated form and vice versa
	Where any class of shares in the capital of the Company is a Participating Security, any share in such class may be changed from an Uncertificated Share to a Certificated Share and from a Certificated Share to an Uncertificated Share in accordance with and subject to the provisions of the Uncertificated Securities Regulations and the rules and procedures of the Relevant System.
8.3	Uncertificated Shares are not a separate class
	Subject to the Applicable Laws, Uncertificated Shares shall not be regarded as forming a separate class of shares from Certificated Shares of the same class.
8.4	Disapplication of inconsistent Articles
	In relation to any class of shares which is a Participating Security, and for so long as that class of shares or any part of that class of shares remains a Participating Security, these Articles shall (notwithstanding anything contained in these Articles) only apply to Uncertificated Shares to the extent that they are consistent with:

8.4.1	the holding of shares in that class in uncertificated form;
8.4.2	the transfer of title to shares in that class by means of a Relevant System; and
8.4.3	the Uncertificated Securities Regulations.

9.	POWER OF SALE OF UNCERTIFICATED SHARES
9.1	Powers of Company in respect of procuring sales of Uncertificated Shares
	Where any class of shares in the capital of the Company is a Participating Security and the Company is entitled under any provisions of the Applicable Laws or the rules of any Relevant System or under these Articles to dispose of, forfeit, enforce a lien over or sell or procure the sale of any shares of such class which are held in uncertificated form, the Directors shall have the power (to the extent permitted by and subject to the provisions of the Uncertificated Securities Regulations and the rules and procedures of the Relevant System) to take such steps as may be required, by instruction given by means of a Relevant System or otherwise, to effect such disposal, forfeiture, enforcement or sale and such powers shall (subject as aforesaid) include, but shall not be limited to, the power to:

9.1.1 request or require the deletion of any computer-based entries in the Relevant System relating to such shares;

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9.1.2	alter such computer-based entries so as to divest the registered holder of such shares of the power to transfer them to any person other than a transferee identified by the Company;
9.1.3	require by notice in writing any holder of such shares:

(a)	to change his holding of such shares into certificated form within such period as may be specified in the notice; or
(b)	direct the holder to take such steps as may be necessary to sell or transfer such shares;

9.1.4 appoint any person to take such steps in the name of the holder of such shares as may be required to effect transfer of such shares and such steps shall be as effective as if they had been taken by the registered holder of the shares concerned.

In this Article references to notice and to in writing include the use of electronic form and electronic means subject to any terms and conditions decided on by the Directors.

10.	ORDINARY SHARES
	The rights, privileges, restrictions and conditions attaching to the Ordinary Shares are as follows:

10.1	Notice of meetings and voting rights
	Except for meetings of holders of a particular class or series of shares other than the Ordinary Shares required by Applicable Laws to be held as a separate class or series meeting, the holders of the Ordinary Shares shall be entitled to receive notice of and to attend all meetings of the shareholders of the Company and at any such meeting to vote, together with (except at meetings of holders of Ordinary Shares required by Applicable Laws to be held as a separate class meeting) the holder of the Special Voting Share, on all matters submitted to a vote on the basis of one vote for each Ordinary Share held.
10.2	Dividends
	Subject to Applicable Laws, the holders of the Ordinary Shares shall be entitled to receive and the Company shall pay thereon, if, as and when declared by the Board of Directors out of the assets of the Company properly applicable to the payment of dividends, dividends in such amounts and payable in such manner as the Board of Directors may from time to time determine rateably according to the number of such shares held by the holders respectively.

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10.3	Liquidation, dissolution and winding up
	Subject to any provision made under section 719 of the CA 1985 and any special rights which may be attached to any other class of shares, upon the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or in the event of any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, the holders of the Ordinary Shares shall be entitled to share equally, according to the number of Ordinary Shares held by them, in all remaining property and assets of the Company.
11.	SPECIAL VOTING SHARE
	The rights, privileges, restrictions and conditions attaching to the Special Voting Share are as follows:
11.1	Notice of meetings and voting rights
	Subject to paragraph 11.2, except for meetings of the holders of a particular class or series of shares other than the Special Voting Share required by Applicable Laws to be held as a separate class meeting, the holder of the Special Voting Share shall be entitled to receive notice of and to attend (through a representative appointed in accordance with section 323(1) of the CA 2006) or be represented by proxy at all meetings of the shareholders of the Company and at any such meeting to vote, together with (except at meetings of the holder of the Special Voting Share required by Applicable Laws to be held as a separate class meeting) the holders of the Ordinary Shares, on all matters submitted to a vote. On each such matter, the holder of the Special Voting Share shall be entitled to exercise the following voting rights:

11.1.1 in relation to a resolution of the Company to approve a Joint Electorate Action, the rights:

(a)	to cast such number of votes in favour of such resolution as were cast in favour of the Equivalent Resolution by holders of TR Corporation Common Shares at the Parallel Shareholder Meeting;
(b)	to cast such number of votes against such resolution as were cast against the Equivalent Resolution by holders of TR Corporation Common Shares at the Parallel Shareholder Meeting;
(c)	to withhold such number of votes from such resolution as were withheld from the Equivalent Resolution by holders of TR Corporation Common Shares at the Parallel Shareholder Meeting; and

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(d) to abstain from voting such number of votes in respect of such resolution as were recorded as abstentions in respect of the Equivalent Resolution by holders of TR Corporation Common Shares at the Parallel Shareholder Meeting;

in each case divided by the Equalization Ratio in effect at the time such rights are exercised and rounded up to the nearest whole number, and provided that, for greater certainty, if the holder of the Special Voting Share exercises its voting rights in relation to any such resolution, it shall be required to exercise all, but not less than all, of such voting rights;

11.1.2 in relation to a resolution of the Company to approve a Class Rights Action:

(a)	if the Equivalent Resolution was approved by the requisite number (as determined in accordance with the TR Corporation Articles, the TR Corporation By-Laws and Applicable Laws) of the holders of TR Corporation Common Shares at the Parallel Shareholder Meeting, no right to cast any vote; and
(b)	if the Equivalent Resolution was not approved by the requisite number (as determined in accordance with the TR Corporation Articles, the TR Corporation By-Laws and Applicable Laws) of the holders of TR Corporation Common Shares at the Parallel Shareholder Meeting, the right to cast such number of votes against such resolution as would be sufficient to defeat it;

11.1.3	in respect of any Procedural Resolution, no right to cast any vote; and
11.1.4	in respect of any resolution pertaining to any matter on which the holder of the Special Voting Share is required by Applicable Laws to vote separately as a class, the right to cast one vote.

11.2 Adjustments

11.2.1

For the purposes of determining the number of votes the holder of the Special Voting Share is entitled to cast pursuant to subparagraphs 11.1.1(a) to (d), in the event that the holder of the TR Corporation Reuters Founders Share has exercised its voting rights pursuant to Section 1.6.6(b) of the TR Corporation Articles in relation to an Equivalent Resolution, each vote cast in favour of or against that Equivalent Resolution, withheld therefrom or recorded as an abstention in respect thereof at the Parallel Shareholder Meeting by a TR Corporation Acquiring Person shall be divided by one hundred.

11.2.2

At all times when the holder of the TR Corporation Reuters Founders Share is entitled to exercise voting rights pursuant to Section 1.6.7(d) of the TR Corporation Articles, the holder of the Special Voting Share shall be entitled, in relation to a resolution of the Company to approve a Joint

33

Electorate Action, to exercise the right to cast such number of votes in favour of and against such resolution, to withhold such number of votes therefrom and to abstain from voting such number of votes in respect thereof as were cast in favour and against the Equivalent Resolution, withheld therefrom or recorded as abstentions in respect thereof, respectively, by the holder of the TR Corporation Reuters Founders Share at the Parallel Shareholder Meeting. For avoidance of doubt, the rights of the holder of the Special Voting Share pursuant to this subparagraph 11.2.2 are in addition to, and shall be deemed to be exercised by the holder of the Special Voting Share upon the exercise of, its other rights pursuant to subparagraph 11.1.1.

11.3 Dividends

11.3.1	Subject to Applicable Laws, the holder of the Special Voting Share shall be entitled to receive a fixed cumulative dividend (the “Special Voting Share dividend”) at the annual rate of 6% on the amount for the time being paid up on the Special Voting Share.
11.3.2	The Special Voting Share dividend is payable yearly on 31 December in each year (the “dividend payment date”) (or if the dividend payment date is a Saturday, a Sunday or a day which is a public holiday in England, on the next date which is not such a day) in respect of the year ending on that date, except that the first Special Voting Share dividend is payable on the dividend payment date next following the date of allotment of the Special Voting Share and is payable on a pro rata basis in respect of the period from the date of its allotment to that dividend payment date (both dates inclusive).
11.3.3	If any Special Voting Share dividend is not paid in full on the relevant dividend payment date then, to the extent unpaid, the amount of such dividend shall be increased at the annual rate of 6% calculated on a daily basis (and compounded annually) from the date on which the relevant dividend was to have been paid to the date of payment.
11.3.4	The Special Voting Share shall not entitle the holder to any further rights of participation in the profits of the Company.

11.4 Liquidation, dissolution and winding up

11.4.1	Subject to any provision made under section 719 of the CA 1985 and any special rights which may be attached to any other class of shares, the holder of the Special Voting Share shall have rights on a return of assets on a winding-up to be repaid in priority to any payment to the holders of the Ordinary Shares and the holder of the Reuters Founders Share a sum equal to the Redemption Price.
11.4.2	Except as provided in paragraph 11.5 below, the Special Voting Share does

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not entitle the holder to any further rights of participation in the capital of the Company.

11.5 Redemption

11.5.1 The Company shall (subject to Applicable Laws and unless earlier redeemed) redeem the Special Voting Share:

(a)

on presentation to the Board of Directors of a notice or instrument of transfer purporting to require or demand registration or acknowledgement of the transfer of the Special Voting Share by the TR PLC Special Voting Share Trustee out of the TR PLC Special Voting Share Trust to (or at the direction of) the Beneficiaries (as defined in the TR PLC Special Voting Share Trust Deed) of the TR PLC Special Voting Share Trust; or

(b)

on the TR PLC Special Voting Share Trust being terminated in respect of the Special Voting Share or the Special Voting Share becoming held by the TR PLC Special Voting Share Trustee on terms other than as set out in the TR PLC Special Voting Share Trust Deed (as it may be amended from time to time in accordance with its terms).

11.5.2	If the Company is not permitted by Applicable Laws or some other provision of these Articles to redeem the Special Voting Share on a date determined in accordance with the foregoing provisions, it shall redeem the Special Voting Share as soon after that date as it shall be permitted to do so.
11.5.3	If any redemption date would otherwise fall on a Saturday, a Sunday or a day which is a public holiday in England, then the redemption date shall be the next date which is not such a day.
11.5.4	On the redemption date the Company shall redeem the Special Voting Share and pay to the holder the Redemption Price.
11.5.5	As from the relevant redemption date of the Special Voting Share the Special Voting Share dividend shall cease to accrue on the Special Voting Share.
11.5.6	If the Company redeems the Special Voting Share without having received the certificate therefore, the holder shall deliver the certificate to the Company as soon as practicable after the redemption date.

11.6	No transfer of Special Voting Share
	The holder of the Special Voting Share may not transfer the Special Voting Share without the prior approval of the Board of Directors, to be expressed either by a

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resolution passed at a meeting of the Board of Directors or by an instrument or instruments in writing signed by all of the Directors.

11.7	Amendment of rights and obligations
	The rights and obligations attaching to the Special Voting Share may be amended or modified only by a resolution of the Company approved as a Class Rights Action and with the prior written consent of the holder of the Special Voting Share.
12.	THE REUTERS FOUNDERS SHARE
12.1	Reuters Founders Share may defeat resolution to vary or abrogate its rights
	Without prejudice to paragraph 4.1, on any poll on any resolution of the Company in general meeting, being a resolution the passing of which by the Requisite Majority of votes would be, or be deemed to be, a variation or abrogation of the rights attached to the Reuters Founders Share, the holder of the Reuters Founders Share, if it opposes such resolution, shall have the right to cast such number of votes as shall be necessary to ensure the defeat of such resolution, and such right may be exercisable either by a representative appointed by the holder of the Reuters Founders Share in accordance with section 323(1) of the CA 2006, or by a proxy for the holder of the Reuters Founders Share.
12.2	Deemed variations or abrogations of Reuters Founders Share rights
	For all of the purposes of these Articles the passing by the Requisite Majority of any of the following kinds of resolution by the Company in general meeting shall be deemed to be a variation or abrogation of the rights attached to the Reuters Founders Share:

12.2.1	any Special Resolution the effect of which, if duly passed, would be to amend, remove or alter the effect of (which shall include the ratification of any breach of) any of the Reuters Founders Share Provisions;
12.2.2	any resolution to wind up the Company voluntarily or pursuant to paragraph (a) of section 122 of the Insolvency Act 1986;
12.2.3	any resolution for, or approving or sanctioning, any reconstruction of the Company (other than an internal reorganisation involving the Company and its Subsidiaries);
12.2.4	any resolution the effect of which, if duly passed, would be to attach or to authorise the attachment to any share (whether issued or unissued) of any voting rights which are not identical in all respects with those attached to the Ordinary Shares;
12.2.5	any resolution to amend any such resolution as is described in any of the preceding subparagraphs of this paragraph 12.2.

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12.3	Action without consent of the holder of the Reuters Founders Share a deemed variation or abrogation
	For all of the purposes of these Articles, the doing of any act or thing which, in accordance with any provision of these Articles, requires the prior written consent of the holder of the Reuters Founders Share shall be deemed to be a variation or abrogation of the rights attached to the Reuters Founders Share.
12.4	Definition and interpretation as regards “Control” of Company
	For the purposes of paragraphs 12.4 to 12.9:

12.4.1	where a person is Interested in shares in which another person is Interested or would be taken to be Interested, such other person shall be deemed to be his associate;
12.4.2	in addition, two or more persons shall be deemed to be associates if there are, in the opinion of the holder of the Reuters Founders Share, reasonable grounds for believing that they have or are attempting to obtain Control pursuant (either wholly or in part) to some arrangement between them;
12.4.3	arrangement means any agreement, understanding or arrangement of any kind, whether formal or tacit, and whether or not legally binding, other than the Deed of Mutual Covenant;
12.4.4	“Control” means the ability to control the exercise of 30% or more of the voting rights ordinarily exercisable at meetings of shareholders of the Company (disregarding the rights of the holder of the Reuters Founders Share and the holder of the Special Voting Share and disregarding any suspension of the voting rights of any shares pursuant to the Applicable Laws or these Articles).
12.4.5	“Deed of Mutual Covenant” means the deed of mutual covenant to be entered into on or before the Effective Date among PA Group Limited, NPA Nominees Limited, Australian Associated Press Pty Limited, New Zealand Press Association Limited, Reuters Founders Share Company, TR Corporation, the Company and Reuters Group PLC, as the same may be amended or modified from time to time in accordance with its terms;

12.5

Directors to inform other Directors (and Directors to inform the holder of the Reuters Founders Share) of attempts to gain Control

If any Director becomes aware of any facts which might lead to the Directors and/or the holder of the Reuters Founders Share taking the view that any Person, other than an Approved Person or a member of the TR Group, and his associates (if any) has or have obtained or is or are attempting to obtain, directly or indirectly, Control, he shall without delay inform the other Directors of such facts and the Directors

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shall forthwith give written notice of such facts to the holder of the Reuters Founders Share.

12.6	Reuters Founders Share Control Notices
	If, in the opinion of the holder of the Reuters Founders Share, there are reasonable grounds for believing that any Person, other than an Approved Person or a member of the TR Group, and his associates (if any) has or have obtained or is or are attempting to obtain, directly or indirectly, Control and the holder of the Reuters Founders Share has concluded, in its sole and absolute discretion, that the exercise of the voting rights attached to the Reuters Founders Share pursuant to Article 7 is insufficient in the circumstances to enable the holder of the Reuters Founders Share to uphold the Reuters Trust Principles, the holder of the Reuters Founders Share, whether it has received any notice pursuant to paragraph 12.5 above or not, shall be entitled in its sole and absolute discretion to serve or cause to be served at the Office a notice in writing (hereinafter called a “Reuters Founders Share Control Notice”), if at that time Reuters Founders Share Company is the holder of the Reuters Founders Share, signed by any one or more of the Reuters Trustees, to the effect that the holder of the Reuters Founders Share is of that opinion.
12.7	Rescission of Reuters Founders Share Control Notice
	If at any time after the service of a Reuters Founders Share Control Notice, the holder of the Reuters Founders Share becomes of the opinion that no Person, other than an Approved Person or a member of the TR Group, and his associates (if any) has or have obtained or is or are attempting to obtain, directly or indirectly, Control, then the holder of the Reuters Founders Share shall as soon as practicable thereafter (provided that it is still of that opinion) serve or cause to be served at the Office a notice in writing, if at that time Reuters Founders Share Company is the holder of the Reuters Founders Share, signed by any one or more of the Reuters Trustees, rescinding such Reuters Founders Share Control Notice, but the service of any such notice in writing pursuant to and in accordance with this paragraph 12.7 (in this Article called a “Rescission Notice”) shall be without prejudice to the entitlement of the holder of the Reuters Founders Share subsequently to serve or cause to be served at the Office another Reuters Founders Share Control Notice pursuant to and in accordance with paragraph 12.6 above.
12.8	Voting rights of Reuters Founders Share whilst Reuters Founders Share Control Notice in force
	At all times after the service at the Office of any Reuters Founders Share Control Notice and prior to the service at the Office of a Rescission Notice in respect of such Reuters Founders Share Control Notice, the holder of the Reuters Founders Share shall be entitled to vote, together with (except at meetings of the holder of the Reuters Founders Share required by Applicable Laws to be held as a separate class meeting) the holders of Ordinary Shares, on all matters submitted to a vote of the shareholders of the Company at any general meeting of the Company. On each

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such matter, the holder of the Reuters Founders Share shall be entitled, in its sole and absolute discretion, to exercise the following voting rights:

12.8.1 in relation to a resolution of the Company to approve a Joint Electorate Action, the rights:

(a)

if, at the time such votes are cast, there are no Approved Persons or Approved Persons are Interested in such number of outstanding Ordinary Shares and/or TR Corporation Common Shares to which are attached, in the aggregate (after giving effect to the Equalization Ratio), the right to cast not more than 35% of all votes entitled to be cast on that Joint Electorate Action by all shareholders of the Company and TR Corporation (excluding the holder of the Special Voting Share and the holder of the TR Corporation Special Voting Share), to cast such number of votes as would be sufficient to approve or defeat such resolution;

(b)

if, at the time such votes are cast, Approved Persons are Interested in such number of outstanding Ordinary Shares and/or TR Corporation Common Shares to which are attached, in the aggregate (after giving effect to the Equalization Ratio), the right to cast more than 35% but less than the Requisite Majority of all votes entitled to be cast on that Joint Electorate Action by all shareholders of the Company and TR Corporation (excluding the holder of the Special Voting Share and the holder of the TR Corporation Special Voting Share), to cast the greater of:

(i)

such number of votes as is equal to the sum of (x) the number of votes attached to all Voting Shares in which Acquiring Persons are Interested and (y) one vote; and

(ii)

such number of votes as will cause the votes attached to all Voting Shares in which Approved Persons are Interested, and which are cast in accordance with the relevant Terms of Approval, when combined with the votes entitled to be cast by the holder of the Reuters Founders Share, to constitute the Requisite Majority of all votes entitled to be cast on such resolution by all shareholders of the Company (including the holder of the Special Voting Share); and

(c) if, at the time such votes are cast, Approved Persons are Interested in, and cast in accordance with the relevant Terms of Approval the votes attached to, such number of outstanding Ordinary Shares and/or TR Corporation Common Shares to which are attached, in the aggregate (after giving effect to the

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Equalization Ratio), the right to cast at least the Requisite Majority of all votes entitled to be cast on that Joint Electorate Action by all shareholders of the Company and TR Corporation (excluding the holder of the Special Voting Share and the holder of the TR Corporation Special Voting Share), no right to cast any vote;

12.8.2 in relation to a resolution of the Company to approve a Class Rights Action:

(a) if the Equivalent Resolution is approved by the requisite number (as determined in accordance with the TR Corporation Articles, the TR Corporation By-Laws and Applicable Laws) of the holders of TR Corporation Common Shares at the Parallel Shareholder Meeting, the rights:

(i)

if, at the time such votes are cast, there are no Approved Persons or Approved Persons are Interested in such number of outstanding Ordinary Shares to which are attached, in the aggregate, the right to cast not more than 35% of all votes entitled to be cast on such resolution by all shareholders of the Company (excluding the holder of the Special Voting Share), to cast such number of votes as would be sufficient to approve or defeat such resolution;

(ii)

if, at the time such votes are cast, Approved Persons are Interested in such number of outstanding Ordinary Shares to which are attached, in the aggregate, the right to cast more than 35% but less than the Requisite Majority of all votes entitled to be cast on such resolution by all shareholders of the Company (excluding the holder of the Special Voting Share), to cast the greater of:

(A)

such number of votes as is equal to the sum of (x) the number of votes attached to all Voting Shares in which Acquiring Persons are Interested and (y) one vote; and

(B)

such number of votes as will cause the votes attached to all Voting Shares in which Approved Persons are Interested, and which are cast in accordance with the relevant Terms of Approval, when combined with the votes entitled to be cast by the holder of the Reuters Founders Share, to constitute the Requisite Majority of all votes entitled to be cast on such resolution by all shareholders of the Company

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(excluding the holder of the Special Voting Share); and

(iii) if, at the time such votes are cast, Approved Persons are Interested in, and cast in accordance with the relevant Terms of Approval the votes attached to, such number of outstanding Ordinary Shares to which are attached, in the aggregate, the right to cast at least the Requisite Majority of all votes entitled to be cast on such resolution by all shareholders of the Company (excluding the holder of the Special Voting Share), no right to cast any vote;

(b) if the Equivalent Resolution is not approved by the requisite number (as determined in accordance with the TR Corporation Articles, the TR Corporation By-Laws and Applicable Laws) of the holders of TR Corporation Common Shares at the Parallel Shareholder Meeting, no right to cast any vote;

12.8.3 in relation to a Procedural Resolution, the rights:

(a)

if, at the time such votes are cast, there are no Approved Persons or Approved Persons are Interested in such number of outstanding Ordinary Shares to which are attached, in the aggregate, the right to cast not more than 35% of all votes entitled to be cast on that Procedural Resolution by all shareholders of the Company (excluding the holder of the Special Voting Share), to cast such number of votes as would be sufficient to approve or defeat such Procedural Resolution;

(b)

if, at the time such votes are cast, Approved Persons are Interested in such number of outstanding Ordinary Shares to which are attached, in the aggregate, the right to cast more than 35% but less than the Requisite Majority of all votes entitled to be cast on that Procedural Resolution by all shareholders of the Company (excluding the holder of the Special Voting Share), to cast the greater of:

(i)	such number of votes as is equal to the sum of (x) the number of votes attached to all Voting Shares in which Acquiring Persons are Interested and (y) one vote; and
(ii)	such number of votes as will cause the votes attached to all Voting Shares in which Approved Persons are Interested, and which are cast in accordance with the relevant Terms of Approval, when combined with the votes entitled to be cast by the holder of the Reuters Founders Share, to constitute the Requisite Majority of

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all votes entitled to be cast on that Procedural Resolution by all shareholders of the Company (excluding the holder of the Special Voting Share); and

(c) if, at the time such votes are cast, Approved Persons are Interested in, and cast in accordance with the relevant Terms of Approval the votes attached to, such number of outstanding Ordinary Shares to which are attached, in the aggregate, the right to cast at least the Requisite Majority of all votes entitled to be cast on that Procedural Resolution by all shareholders of the Company (excluding the holder of the Special Voting Share), no right to cast any vote; and

12.8.4 at any meeting of the holder of the Reuters Founders Share at which the holder of the Reuters Founders Share is entitled to vote separately as a class, the right to cast one vote.

12.9	Opinions of the holder of the Reuters Founders Share conclusive
	Any opinion of the holder of the Reuters Founders Share, which is expressed in and for the purposes of any Reuters Founders Share Control Notice, or which is manifested by any Rescission Notice, shall be conclusive, final and binding on all Persons concerned, and the validity of any Reuters Founders Share Control Notice or of any Rescission Notice shall not be impeached by any Person on the ground that there was not any basis or any reasonable basis upon which the holder of the Reuters Founders Share could have arrived at any such opinion, or on the ground that any conclusion of fact which the holder of the Reuters Founders Share relied on or might have relied on in or for the purpose of arriving at any such opinion was incorrect, or on any other ground whatsoever.
12.10	Holder of the Reuters Founders Share may requisition general meetings other than annual general meetings
	The holder of the Reuters Founders Share shall be entitled at any time and from time to time to serve upon the Company at the Office, a requisition in writing, signed on behalf of the holder of the Reuters Founders Share, requiring the Directors:

12.10.1	to convene a general meeting other than an annual general meeting of the Company for the purposes specified in such requisition (including proposing resolutions to be put to shareholders at the meeting in the form (if any) specified by the holder of the Reuters Founders Share in such requisition); and
12.10.2	to ensure that every copy of any notice by which a general meeting is convened pursuant to such requisition shall be accompanied by a copy of such statement in writing (if any) of not more than five thousand words as shall be attached to such requisition.

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12.11	Directors to convene requisitioned meeting and circulate any statement of the holder of the Reuters Founders Share
	In the event of any such requisition being served as aforesaid at the Office, the Directors shall, not later than the expiration of the period of seven days next following such service, duly convene a general meeting of the Company for the purposes specified in such requisition (and so that any general meeting shall be convened on such minimum period of notice as shall be sufficient, having regard to the purposes so specified and to the provisions of the Applicable Laws and of these Articles relative to notices of general meetings other than annual general meetings), and shall ensure that every copy of any notice by which such general meeting is convened shall be accompanied by a copy of such statement (if any) as shall have been attached to such requisition in accordance with the provisions of subparagraph 12.10.2. In this Article references to notice include the use of electronic form and electronic means and publication on a website in accordance with the CA 2006 and the Applicable Laws.
12.12	Holder of the Reuters Founders Share may convene meeting if Directors in default
	If the Directors do not, before the expiration of the period of seven days next following the service at the Office of any such requisition as aforesaid, duly convene a general meeting in accordance with the provisions of paragraph 12.11 of this Article and otherwise comply in all respects with those provisions, the holder of the Reuters Founders Share shall be entitled at any time after such expiration to convene a general meeting of the Company for the purposes specified in such requisition, and so that:

12.12.1

any general meeting which is so convened by the holder of the Reuters Founders Share shall be convened in the same manner, as nearly as possible, in which general meetings of the Company are to be convened by the Directors pursuant to paragraph 12.11, but so that the requirement as to minimum notice referred to in paragraph 12.11 shall not apply; and

12.12.2

the holder of the Reuters Founders Share shall be entitled to procure that each copy of the notice by which any such general meeting is convened by the holder of the Reuters Founders Share shall be accompanied by a copy of such statement of not more than five thousand words as the holder of the Reuters Founders Share shall in its absolute discretion think fit, and so that the holder of the Reuters Founders Share shall have this entitlement whether or not such requisition had attached thereto, in accordance with paragraph 12.11, any copy of any statement.

In this Article references to notice include the use of electronic form and electronic means and publication on a website in accordance with the CA 2006 and the Applicable Laws.

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12.13	Holder of the Reuters Founders Share may convene general meetings other than annual general meetings while Reuters Founders Share Control Notice in force
	In addition and without prejudice to the rights conferred upon the holder of the Reuters Founders Share by the preceding paragraphs of this Article, so long as any Reuters Founders Share Control Notice which has been served at the Office pursuant to and in accordance with the provisions of paragraph 12.6 shall not have been rescinded by a Rescission Notice served at the Office pursuant to and in accordance with the provisions of paragraph 12.7, the holder of the Reuters Founders Share shall be entitled at any time and from time to time to convene a general meeting of the Company for such purposes as the holder of the Reuters Founders Share shall in its absolute discretion think fit, and shall also be entitled to cause every copy of any notice by which any general meeting is so convened to be accompanied by a copy of such statement in writing of not more than five thousand words as the holder of the Reuters Founders Share shall in its absolute discretion think fit. Any general meeting which is convened by the holder of the Reuters Founders Share pursuant to this paragraph 12.13 shall be convened in such manner, as nearly as possible, in which general meetings are to be convened by the Directors pursuant to paragraph 12.11, but so that the requirement as to minimum notice referred to in paragraph 12.11 shall not apply.
12.14	Holder of the Reuters Founders Share may receive notice of and attend and speak at general meetings
	The holder of the Reuters Founders Share shall be entitled:

12.14.1	to receive notice of every general meeting of the Company, and of every separate general meeting of the holders of the shares of any class in the Company’s issued share capital; and
12.14.2	to attend, either by a representative appointed in accordance with section 323(1) of the CA 2006, or by any proxy, at any such general meeting or separate general meeting; and
12.14.3	through any such representative or proxy, to speak at any such general meeting or separate general meeting,

but the holder of the Reuters Founders Share shall not, save as provided in Article 7 and paragraphs 12.1 to 12.9, be entitled to vote at any general meeting of the Company, and shall in no circumstances be entitled to vote at any such separate general meeting other than a separate general meeting of the holder of the Reuters Founders Share.

12.15	Consultation between Directors and Reuters Trustees
	For so long as Reuters Founders Share Company is the holder of the Reuters Founders Share, the Directors may from time to time, in their sole and absolute

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discretion, invite the Reuters Trustees to attend meetings of the Directors and to confer with the Directors.

12.16	Reuters Trustees entitled to make representations to the Directors
	The holder of the Reuters Founders Share shall be entitled to receive from or be sent by the Company periodical reports of the activities of the TR Group and to make such representations to the Directors, on matters of general interest affecting the TR Group, as it may from time to time think fit and Reuters Founders Share Company, for so long as it is the holder of the Reuters Founders Share, shall cause the Reuters Trustees to be generally available for consultation with the Directors.
12.17	Dividends
	The holder of the Reuters Founders Share shall not have the right to receive any dividends declared by the Company.
12.18	Liquidation, dissolution and winding up
	Subject to any provision made under section 247 of the CA 2006 and any special rights which may be attached to any other class of shares, the holder of the Reuters Founders Share shall have rights on a return of assets on a winding-up to be repaid rateably according to the number of shares held by it the amount paid up on such share.
12.19	No transfer of Reuters Founders Share
	The holder of the Reuters Founders Share may not transfer the Reuters Founders Share without the prior approval of the Board of Directors, to be expressed either by a resolution passed at a meeting of the Board of Directors or by an instrument or instruments in writing signed by all of the Directors.
12.20	Consent of the holder of the Reuters Founders Share
	For so long as Reuters Founders Share Company is the holder of the Reuters Founders Share, the written consent of the holder of the Reuters Founders Share shall be deemed to have been given for any of the purposes of these Articles if, and only if, a certificate signed on behalf of Reuters Founders Share Company by not less than two of the Reuters Trustees shall have been received at the Office confirming that a resolution giving the consent in question has been duly passed at a meeting of the Reuters Trustees (in their capacity as directors of Reuters Founders Share Company) or by a written resolution of the Reuters Trustees (in their capacity as directors of Reuters Founders Share Company) pursuant to the Articles of Association of Reuters Founders Share Company from time to time in force.

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12.21	Notices and other communications
	If the holder of the Reuters Founders Share is to give or to be given any notice pursuant to these Articles then, even if that notice is given in electronic form or by electronic means in accordance with the CA 2006, such notice must also be given in writing and be delivered personally and will be deemed delivered when the written notice would be deemed to be delivered to the holder of the Reuters Founders Share in accordance with paragraph 47.1.
13.	SHARE CERTIFICATES

13.1	Contents of share certificates
	Every share certificate shall specify the number and class of shares to which it relates and the amount paid up thereon. No certificate shall be issued representing shares of more than one class. No certificate shall normally be issued in respect of shares held by a recognised clearing house or a nominee of a recognised clearing house or of a recognised investment exchange.
13.2	Certificates for Joint holders
	In the case of a share held jointly by several persons the Company shall not be bound to issue more than one certificate therefor and delivery of a certificate to one of joint holders shall be sufficient delivery to all.
13.3	Entitlement of shareholders holding Certificated Shares to share certificates
	Any person (subject as aforesaid) whose name is entered in the Register as a holder of any Certificated Shares of any one class upon the issue or transfer thereof shall be entitled without payment to a certificate therefor (in the case of issue) within one month (or such longer period as the terms of issue shall provide) after allotment of Certificated Shares or (in the case of a transfer of fully paid shares) within 14 days after lodgment of a transfer or (in the case of a transfer of partly paid shares) within two months after lodgment of a transfer of Certificated Shares.
13.4	Entitlement to balancing certificates
	Where some only of the shares comprised in a share certificate are transferred the old certificate shall be cancelled and a new certificate for the balance of such Certificated Shares shall be issued in lieu without charge.
13.5	Entitlement to consolidating certificates
	Any two or more certificates representing shares of any one class held by any shareholder may at his request be cancelled and a single new certificate for such Certificated Shares issued in lieu without charge.

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13.6	Directors may issue split certificates
	If any shareholder shall surrender for cancellation a share certificate representing shares held by him and shall request the Company to issue in lieu two or more share certificates representing such Certificated Shares in such proportions as he may specify, the Directors may, subject to the provisions of paragraphs 13.9 and 13.10 below, if they think fit, comply with such request.
13.7	Replacement of damaged, lost or stolen certificates
	If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed, a new certificate representing the same shares must be issued without charge (other than the exceptional out of pocket expenses (if any) referred to below) to the holder upon request subject to delivery up of the old certificate or (if alleged to have been lost, stolen or destroyed) upon compliance with such conditions as to evidence and indemnity and the payment of any exceptional out of pocket expenses of the Company in connection with the request as the Directors may think fit.
13.8	Requests for replacement certificates for joint holders
	In the case of shares held jointly by several persons any such request may be made by any one of the joint holders.
13.9	Entitlement to certificate for shares changed to Certificated Shares
	Subject to the Applicable Laws, these Articles and the requirements of the London Stock Exchange, where any Uncertificated Share is changed to certificated form, the holder (other than a recognised clearing house or a nominee of a recognised clearing house or of a recognised investment exchange referred to in paragraph 13.1) is entitled, unless the terms of issue of the shares provide otherwise, without charge, to one certificate in respect of all the Uncertificated Shares so changed to certificated form.
13.10	No entitlement to certificate in respect of Uncertificated Shares
	The provisions of paragraphs 13.1 to 13.9 (inclusive) shall not apply so as to require the Company to issue to any person a certificate in respect of any share where such person holds such share in uncertificated form.
14.	CALLS ON SHARES
14.1	Directors may make calls for amounts unpaid on shares
	The Directors may from time to time make calls upon the shareholders in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or, when permitted, by way of premium) but subject always to the terms of issue of such shares. A call shall be deemed to have been made at the time when

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the resolution of the Directors authorising the call was passed and may be made payable by instalments.

14.2	Obligation to pay calls
	Each shareholder shall (subject to receiving at least 14 clear days’ notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. A call may be revoked or postponed as the Directors may determine.
14.3	Interest on unpaid calls
	If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate (not exceeding 15% per annum) as the Directors determine but the Directors shall be at liberty in any case or cases to waive payment of such interest wholly or in part.
14.4	Calls deemed to be made when so provided by terms of issue of shares
	Any sum (whether on account of the nominal value of the share or by way of premium) which by the terms of issue of a share becomes payable upon allotment or at any fixed date shall for all the purposes of these Articles be deemed to be a call duly made and payable on the date on which by the terms of issue the same becomes payable. In case of non-payment all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.
14.5	Directors’ discretion as to amounts and times of calls on issue of shares
	The Directors may on the issue of shares differentiate between the holders as to the amount of calls to be paid and the times of payment.
14.6	Directors may accept and pay interest on moneys in advance of calls
	The Directors may if they think fit receive from any shareholder willing to advance the same all or any part of the moneys (whether on account of the nominal value of the share or by way of premium) uncalled and unpaid upon the shares held by him and such payment in advance of calls shall extinguish to the extent of the payment the liability upon the             shares in respect of which it is made and upon the money so received (until and to the extent that the same would but for such advance become payable) the Company may pay interest at such rate (not exceeding 15% per annum) as the shareholder paying such sum and the Directors may agree.

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15.	FORFEITURE AND LIEN
15.1	Directors may serve payment notice in respect of unpaid calls
	If a shareholder fails to pay in full any call or instalment of a call on the due date for payment thereof, the Directors may at any time thereafter serve a notice on him requiring payment of so much of the call or instalment as is unpaid together with any interest which may have accrued thereon and any expenses incurred by the Company by reason of such non-payment.
15.2	Notice to provide for forfeiture of shares
	The notice shall name a further day (not being less than seven days from the date of service of the notice) on or before which and the place where the payment required by the notice is to be made, and shall state that in the event of non-payment in accordance therewith the shares on which the call has been made will be liable to be forfeited.
15.3	Forfeiture of shares
	If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls and interest and expenses due in respect thereof has been made, be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited share and not actually paid before forfeiture. The Directors may accept a surrender of any share liable to be forfeited hereunder.
15.4	Forfeited or surrendered share the property of the Company
	A share so forfeited or surrendered shall become the property of the Company and may be sold, re-allotted or otherwise disposed of either to the person who was before such forfeiture or surrender the holder thereof or entitled thereto or to any other person upon such terms and in such manner as the Directors shall think fit, and at any time before a sale, re-allotment or disposition the forfeiture or surrender may be cancelled on such terms as the Directors think fit. The Directors may, if necessary, authorise some person to transfer a forfeited or surrendered share to any such other person as aforesaid.
15.5	Ex-shareholder to remain liable for moneys unpaid on forfeited shares
	A shareholder whose shares have been forfeited or surrendered shall cease to be a shareholder in respect of the shares but shall notwithstanding the forfeiture or surrender remain liable to pay the Company all moneys which at the date of forfeiture or surrender were presently payable by him to the Company in respect of the shares with interest thereon at 15% per annum (or such lower rate as the Directors may determine) from the date of forfeiture or surrender until such payment and the Directors may at their absolute discretion enforce payment without

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allowance for the value of the shares at the time of forfeiture or surrender or waive payment in whole or in part.

15.6	Company to have lien on shares not fully paid
	The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of such share. The Directors may waive any lien which has arisen and may resolve that any shares for some limited period be exempt wholly or partially from the provisions of this Article.
15.7	Company’s power of sale under lien
	The Company may sell in such manner as the Directors think fit any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of 14 clear days after a notice stating and demanding payment of the sum presently payable and giving notice of intention to sell in default shall have been given to the holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy.
15.8	Application of sale proceeds
	The net proceeds of such sale after payment of the costs of such sale shall be applied in or towards payment or satisfaction of the debts or liabilities in respect whereof the lien exists so far as the same are then payable and any residue shall, upon surrender to the Company for cancellation of the certificate for the share sold or the provision of any indemnity (with or without security) required by the Directors as to any lost or destroyed certificate and subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale, be paid to the person entitled to the share at the time of the sale. For the purpose of giving effect to any such sale the Directors may authorise some person to transfer the share sold to, or in accordance with the directions of, the purchaser.
15.9	Title to shares sold under lien or after forfeiture
	A statutory declaration in writing that the declarant is a Director or the Secretary of the Company and that a share has been duly forfeited or surrendered or sold to satisfy a lien of the Company on a date stated in the declaration shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. Such declaration and the receipt of the Company for the consideration (if any) given for the share on the sale, re-allotment or disposal thereof together with the share certificate delivered to a purchaser or allottee thereof shall (subject to the execution of a transfer if the same be required) constitute a good title to the share and the person to whom the share is sold, re-allotted or disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be affected

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by any irregularity or invalidity in the proceedings relating to the forfeiture, surrender, sale, re-allotment or disposal of the share.

16.	TRANSFER OF SHARES
16.1	Requirements as to form of transfers of Certificated Shares
	All transfers of Certificated Shares may be effected by transfer in writing in any usual or common form or in any other form acceptable to the Directors and may be under hand only. The instrument of transfer shall be signed by or on behalf of the transferor and (except in the case of fully paid shares) by or on behalf of the transferee.
16.2	Requirements as to transfers of Uncertificated Shares
	A shareholder may transfer all or any of his Uncertificated Shares in the manner provided for in the rules and procedures of the Operator of the Relevant System and in accordance with and subject to the Uncertificated Securities Regulations.
16.3	Transferor to remain holder until transfer actually registered
	The transferor of a share shall remain the holder of the share concerned until the name of the transferee is entered in the Register in respect thereof.
16.4	Directors may suspend registration of transfers
	Subject to the Applicable Laws, the registration of transfers may be suspended at such times and for such periods as the Directors may from time to time determine and either generally or in respect of any class of shares, provided that the Company shall not close any Register relating to a Participating Security without the consent of the Operator of the Relevant System. The Register shall not be closed for more than 30 days in any year.
16.5	Directors may refuse to register certain renunciations and transfers of Certificated Shares
	The Directors may refuse to register an allotment or a transfer of Certificated Shares (whether fully paid or not) in favour of more than four persons jointly. If the Directors refuse to register a renounceable letter of allotment or a transfer of a Certificated Share they shall within two months after the date on which the letter of allotment or transfer was lodged with the Company send to the allottee or transferee notice of the refusal.

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16.6	Directors may refuse to register transfers of Certificated Shares of more than one class of share, unstamped transfers or transfers unaccompanied by proof of transferor’s title
	The Directors may also decline to recognise any instrument of transfer in respect of Certificated Shares (which for the purposes of these Articles shall include a renunciation of a renounceable letter of allotment) unless the instrument of transfer is in respect of only one class of share, is duly stamped (if required) and is lodged at the Transfer Office accompanied by the relevant share certificate(s) (except in the case of a renunciation and as described below) and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do). In the case of a transfer by a recognised clearing house or a nominee of a recognised clearing house or of a recognised investment exchange the lodgment of share certificates will only be necessary if and to the extent that certificates have been issued in respect of the shares in question.
16.7	Registration of transfers of Uncertificated Shares
	The Company shall register a transfer of title to any Uncertificated Share or any renounceable right of allotment of a share which is a Participating Security held in uncertificated form, but so that the Directors may refuse to register such a transfer in favour of more than four persons jointly or in any other circumstance permitted by the Uncertificated Securities Regulations.
16.8	Directors to notify refusals to register transfers of Uncertificated Shares
	If the Directors refuse to register the transfer of an Uncertificated Share or of any renounceable right of allotment of a share which is a Participating Security held in uncertificated form the Company shall, within two months after the date on which the transfer instruction relating to such transfer was received by the Company, send notice of the refusal to the transferee.
16.9	Company may retain registered transfers
	All instruments of transfer which are registered may be retained by the Company.
16.10	No fee for registration of transfers or related documents
	No fee will be charged by the Company in respect of the registration of any instrument of transfer or probate or letters of administration or certificate of marriage or death or stop notice or power of attorney or other document or instruction relating to or affecting the title to any shares or otherwise for making any entry in the Register affecting the title to any shares.

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16.11

Company may destroy documents after certain periods

The Company shall be entitled to destroy all instruments of transfer or other documents which have been registered or on the basis of which registration was made at any time after the expiration of six years from the date of registration thereof and all dividend mandates and notifications of change of address at any time after the expiration of two years from the date of recording thereof and all share certificates which have been cancelled at any time after the expiration of one year from the date of cancellation thereof and it shall conclusively be presumed in favour of the Company that every entry in the Register purporting to have been made on the basis of an instrument of transfer or other such document so destroyed was duly and properly made and every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and every share certificate so destroyed was a valid and effective certificate duly and properly cancelled and every other document hereinbefore mentioned so destroyed was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company provided always that:

16.11.1	the provisions aforesaid shall apply only to the destruction of a document in good faith and without notice of any claim (regardless of the parties thereto) to which the document might be relevant;
16.11.2	nothing herein contained shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any other circumstances which would not attach to the Company in the absence of this Article; and
16.11.3	references herein to the destruction of any document include references to disposal thereof in any manner.

17.	TRANSMISSION OF SHARES
17.1	Personal representatives of deceased holders entitled to shares but liabilities of estate continue
	In case of the death of a shareholder, the survivors or survivor where the deceased was a joint holder, and the executors or administrators of the deceased where a sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his Interest in the shares, but nothing in this Article shall release the estate of a deceased holder (whether sole or joint) from any liability in respect of any share held by him.
17.2	Registration of persons entitled to shares by operation of law
	Any person becoming entitled to a share in consequence of the death or bankruptcy of a shareholder or otherwise by operation of law may (subject as hereinafter provided) upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share either be registered himself as

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holder of the share upon giving to the Company notice in writing of such desire of his or transfer such share to some other person.

17.3	Registration of other persons
	If he elects to have another person registered, he shall:

17.3.1	in the case of a Certificated Share, execute an instrument of transfer of the Certificated Share to that person; or
17.3.2	in the case of an Uncertificated Share, either procure that instructions are given by means of the Relevant System to effect the transfer of such Uncertificated Share to that person in accordance with the Uncertificated Securities Regulations, or procure that the Uncertificated Share is changed to certificated form and execute an instrument of transfer of that Certificated Share to that person.

17.4	Limitations apply to such transfers
	All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the shareholder had not occurred and the notice or transfer were a transfer executed or instruction given by such shareholder.
17.5	Entitlement to share rights pending registration of persons entitled to shares by operation of law
	Save as otherwise provided by or in accordance with these Articles, a person becoming entitled to a share in consequence of the death or bankruptcy of a shareholder or otherwise by operation of law (upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share) shall be entitled to the same dividends and other advantages as those to which he would be entitled if he were the registered holder of the share except that he shall not be entitled in respect thereof (except with the authority of the Directors) to exercise any right conferred by shareholdership in relation to meetings of the Company until he shall have been registered as a shareholder in respect of the share.
18.	UNTRACED SHAREHOLDERS
18.1	Company may sell shares of untraced holders after certain periods
	The Company shall be entitled to sell the shares of a shareholder or the shares to which a person is entitled by virtue of transmission on death or bankruptcy or otherwise by operation of law if and provided that:

  18.1.1 during the period of 12 years prior to the date of the publication of the

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advertisements referred to in subparagraph 18.1.2 below (or, if published on different dates, the first thereof) no communication has been received by the Company from the shareholder or the person entitled by transmission and no cheque or warrant sent by the Company through the post in a pre-paid letter addressed to the shareholder or to the person entitled by transmission to the shares at his postal address on the Register or otherwise the last known postal address given by the shareholder or the person entitled by transmission to which cheques and warrants are to be sent has been cashed or no payment made by the Company by any other means permitted by these Articles has been claimed or accepted and at least three dividends in respect of the shares in question have become payable and no dividend in respect of those shares has been claimed;

18.1.2

the Company shall on expiry of the said period of 12 years have inserted advertisements in both a national daily newspaper and in a newspaper circulating in the area in which the last known postal address of the shareholder or the postal address at which service of notices may be effected in the manner authorised by these Articles is located giving notice of its intention to sell the said shares; and

18.1.3

during the said period of 12 years and the period of three months following the publication of the said advertisements the Company shall have received no communication from such shareholder or person.

18.2	Power of sale to extend to additional shares
	In addition to the power of sale conferred by paragraph 18.1 above, if during the period of 12 years referred to in subparagraph 18.1.1 above or a further period ending on the date when all the requirements of subparagraphs 18.1.1 to 18.1.3 have been satisfied additional shares have been issued in right of those shares held at the beginning of, or previously so issued during, those periods and all the requirements of subparagraphs 18.1.1 to 18.1.3 have been satisfied in respect of the additional shares, the Company shall be entitled to sell the additional shares of the relevant shareholder or the relevant person entitled by transmission as the case may be.
18.3	Procedures for exercise of power of sale
	To give effect to any such sale the Company may appoint any person to execute as transferor an instrument of transfer of Certificated Shares or, in respect of any Uncertificated Shares, the Directors may exercise any of the powers conferred on the Company by Article 9 to effect transfer of the shares, and such instrument or exercise of such powers (as the case may be) shall be as effective as if it had been executed or exercised by the registered holder of or person entitled by transmission to such shares, and the title of the transferee shall not be affected by any irregularity or invalidity in the proceedings relating thereto. The net proceeds of sale shall belong to the Company which shall be obliged to account to the former shareholder or other person previously entitled as aforesaid for an amount equal to such

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proceeds and shall enter the name of such former shareholder or other person in the books of the Company as a creditor for such amount which shall be a permanent debt of the Company. No trust shall be created in respect of the debt, no interest shall be payable in respect of the same and the Company shall not be required to account for any money earned on the net proceeds, which may be employed in the business of the Company or invested in such investments (other than shares of the Company or its parent undertaking, if any) as the Directors may from time to time think fit.

19.	TAKEOVER BIDS
19.1	Equivalent Treatment Principle

19.1.1

The Company shall not accept, approve or recommend, or propose publicly to approve or recommend, or enter into any agreement, arrangement or understanding with a third party related to, any takeover bid or similar transaction with respect to the Company’s Ordinary Shares unless such takeover bid or similar transaction constitutes a Qualifying Takeover Bid.

19.1.2

If at any time a Person offers to acquire or acquires one or more Ordinary Shares and/or TR Corporation Common Shares, or proposes a similar transaction or transaction, and, after giving effect to such acquisition or similar transaction or transactions, such Person would be Interested in or is Interested in or, as applicable, such Person would Beneficially Own or Beneficially Owns Ordinary Shares and/or TR Corporation Common Shares in an amount equal to or in excess of any of the Takeover Bid Thresholds (such offer or acquisition being a “Triggering Event”), the Company shall, subject to the Applicable Laws, take all actions within its control as are, in the view of the Board, necessary or appropriate to procure that such Person make a Qualifying Takeover Bid, including adopting a Shareholder Rights Plan and/or requesting that Governmental Agencies prohibit or otherwise prevent such offer or acquisition or similar transaction or transactions, unless:

(a)	either prior to or simultaneously with the Triggering Event, such Person makes a Qualifying Takeover Bid (and, in the event that such Qualifying Takeover Bid was made prior to the Triggering Event, such Qualifying Takeover Bid has not been withdrawn, abandoned or terminated prior to or simultaneously with the Triggering Event); or
(b)	the Triggering Event was a Permitted Bid Acquisition.

19.1.3 A Person in respect of whom the Company and TR Corporation are taking actions to procure a Qualifying Takeover Bid pursuant to subparagraph 19.1.2 shall be deemed to be acting in breach of these Articles.

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19.1.4	This Article 19 does not apply to offers to acquire or acquisitions of Ordinary Shares or TR Corporation Common Shares, or similar proposals or transactions, by either the Company or TR Corporation or any of their respective Subsidiaries.
19.1.5	For avoidance of doubt, the provisions of this Article 19 shall not be interpreted to diminish, limit, restrict or otherwise affect in any way the right of the Board of Directors to make a recommendation to accept or reject any take-over bid or similar transaction that constitutes a Qualifying Take-Over Bid.

19.2 Qualifying Takeover Bids

19.2.1 In this Article 19:

(a)	“Beneficial Owner”, “Beneficial Ownership” and “Beneficially Own” have the meanings attributed thereto in the TR Corporation Articles (including but not limited to in Section 8.4 of the TR Corporation Articles);
(b)	"City Code” means the UK City Code on Takeovers and Mergers (as amended from time to time);
(c)	"Interest” means, in relation to Ordinary Shares, an interest in shares within the meaning of the City Code and the words “Interested in” and similar words have corresponding meanings;
(d)	"Permitted Bid Acquisition” means an offer to acquire or acquisition of outstanding Ordinary Shares and/or TR Corporation Common Shares or similar transaction made pursuant to an exemption from the takeover bid provisions of Applicable Laws, where the value of the consideration paid for any such Ordinary Shares and/or TR Corporation Shares acquired is not in excess of the respective market values thereof at the date of the acquisition;
(e)	"Qualifying Takeover Bid” means an offer or offers to acquire (by way of takeover bid or similar transaction) all of the outstanding Ordinary Shares and TR Corporation Common Shares: (i) which are made in compliance with Applicable Laws; and (ii) which (provided that compliance with the following is not inconsistent with Applicable Laws):

(i) are made to all holders of Ordinary Shares and TR Corporation Common Shares;

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(ii)	are undertaken with respect to the Ordinary Shares and TR Corporation Common Shares at or about the same time; and
(iii)	are equivalent (although not necessarily the same) in all material respects to the holders of Ordinary Shares, on the one hand, and the holders of TR Corporation Common Shares, on the other hand, including with respect to:

(A)	the consideration offered for such shares (taking into account exchange rates and the Equalization Ratio);
(B)	the information provided to such holders;
(C)	the time available to such holders to consider such offer; and
(D)	the conditions to which the offers are subject.

(f) “Takeover Bid Thresholds” means, at any time:

(i)	Beneficial Ownership of 20% or more of the outstanding TR Corporation Common Shares;
(ii)	an Interest in 30% or more of the outstanding Ordinary Shares (taking into account Ordinary Shares in which Persons acting in concert (within the meaning of the City Code) are Interested); or
(iii)	an Interest in such number of outstanding Ordinary Shares and/or TR Corporation Common Shares (taking into account Ordinary Shares and/or TR Corporation Common Shares in which Persons acting in concert (within the meaning of the City Code) are Interested) to which are attached, in the aggregate (after giving effect to the Equalization Ratio), the right to cast 30% or more of all votes entitled to be cast on a Joint Electorate Action by all shareholders of the Company and TR Corporation (excluding the holder of the Special Voting Share and the holder of the TR Corporation Special Voting Share),

in each case calculated in accordance with Applicable Laws governing takeover bids.

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20.	GENERAL MEETINGS
20.1	Annual general meetings to be held
	An annual general meeting shall be held once in every year, at such time (within a period of not more than six months beginning with the day following the Company’s accounting reference date) and place as may be determined by the Directors.
20.2	Directors to convene general meetings other than annual general meetings
	The Directors may whenever they think fit, and shall on any requisition made in accordance with the Applicable Laws, proceed with proper expedition to convene a general meeting other than an annual general meeting.
21.	NOTICE OF GENERAL MEETINGS
21.1	Periods of notice for general meetings
	An annual general meeting shall be called by 21 days’ notice in writing at the least, and all other general meetings shall be called by 14 days’ notice in writing at the least. In this Article references to written notice include the use of electronic form and electronic means and publication on a website in accordance with the CA 2006 and the Applicable Laws. The period of notice shall in each case be exclusive of the day on which it is served or in the case of an electronic form, the day it is received or deemed to be served or received and of the day on which the meeting is to be held and shall, subject as provided in paragraph 21.2, be given in the manner hereinafter mentioned to all shareholders other than such as are not under the provisions of these Articles entitled to receive such notices from the Company provided that a general meeting notwithstanding that it has been called by a shorter notice than that specified above shall be deemed to have been duly called if it is so agreed:

21.1.1	in the case of an annual general meeting by all the shareholders entitled to attend and vote thereat which for this purpose shall include the holder of the Reuters Founders Share; and
21.1.2	in the case of any other general meeting by a majority in number of the shareholders having a right to attend and vote thereat, being a majority together holding not less than 95% in nominal value of the shares giving that right, and by the holder of the Reuters Founders Share.

21.2	Determination of record date for serving notices of meetings
	For the purposes of serving notices of meetings, whether under section 308 of the CA 2006 or any other enactment or under these Articles, the Directors may determine that persons entitled to receive such notices are those persons entered on the Register at the close of business on a day determined by the Directors, provided that, if the Company is a Participating Issuer, the day determined by the

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Directors may not be more than 21 days before the day that the relevant notice of meeting is sent.

21.3 Accidental non-delivery of notice to or non-receipt of notice by any person (except to the holder of the Reuters Founders Share) not to invalidate proceedings at meeting

21.3.1	Accidental omission to give any notice to any shareholder, Director, auditor or member of a committee of the Board of Directors, non receipt of any notice or any error in a notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice.
21.3.2	Subparagraph 21.3.1 shall not apply if the person entitled to receive a notice is the holder of the Reuters Founders Share.

21.4	Contents of notices of general meetings
	Every notice of a general meeting shall specify the principal meeting place and the satellite meeting places (if any) and the day and hour of the meeting and there shall appear with reasonable prominence in every such notice a statement that a shareholder entitled to attend and vote is entitled to appoint a proxy or proxies to attend and, on a poll, vote instead of him and that a proxy need not be a shareholder of the Company.
21.5	Notice of annual general meeting
	In the case of an annual general meeting, the notice shall also specify the meeting as such.
21.6	Notices to identify special business
	In the case of any general meeting at which business other than routine business is to be transacted, the notice shall specify the general nature of such business, and, if any resolution is to be proposed as a Special Resolution, the notice shall contain a statement to that effect.
21.7	Determination of record date for entitlement to attend and vote at general meetings
	For the purposes of determining which persons are entitled to attend or vote at any general meeting, the notice may also specify a time (which shall not be more than 48 hours before the time fixed for the meeting) by which a person must be entered on the Register in order to have the right to attend or vote at the meeting. Changes to entries on the Register after the time so specified in the notice shall be disregarded in determining the rights of any person to so attend or vote.

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21.8	Routine business of annual general meetings
	Routine business shall mean and include any business transacted at an annual general meeting of the following classes:

21.8.1	declaring dividends;
21.8.2	receiving and/or adopting the accounts, the reports of the Directors and auditors and other documents required to be attached or annexed to the accounts;
21.8.3	appointing or re-appointing Directors to fill vacancies arising at the meeting;
21.8.4	re-appointing the retiring auditors (unless they were last appointed otherwise than by the Company in general meeting);
21.8.5	fixing the remuneration of the auditors or determining the manner in which such remuneration is to be fixed; and
21.8.6	granting, renewing or varying authority under section 80 of the CA 1985 or disapplying section 89 of the CA 1985.

22.	PROCEEDINGS AT GENERAL MEETINGS
22.1	Directors may attend and speak at general meetings
	A Director is entitled to attend and speak at a general meeting and at a separate general meeting of the holders of a class of shares or debentures whether or not he is a shareholder.

22.2

Directors may make provision for persons (other than the holder of the Reuters Founders Share) to attend general meetings at satellite venues

The Directors may resolve to enable persons entitled to attend a general meeting (other than the representative or proxy of the holder of the Reuters Founders Share) to do so by attending at a satellite meeting place anywhere in the world and the shareholders present in person or by proxy at satellite meeting places shall be counted in the quorum for and entitled to vote at the meeting, and the meeting shall be duly constituted and its proceedings valid provided that (a) in the case of any general meeting falling within subparagraph 25.7.2, the holder of the Reuters Founders Share has given its prior written consent, and (b) the Chairman of the general meeting is satisfied that adequate facilities are available throughout the general meeting to ensure that shareholders attending at all the meeting places are able to (i) participate in the business for which the meeting has been convened, (ii) hear and see all persons present at and who speak (whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise) in the principal meeting place, any satellite meeting place or elsewhere in accordance with paragraph 22.5 below, and (iii) be heard and seen by all other

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persons so present in the same way. The Chairman of the general meeting shall be present at, and the meeting shall be deemed to take place at, the principal meeting place.

22.3

Discretion of Chairman to interrupt or adjourn general meetings

If it appears to the Chairman of the general meeting that the facilities at the principal meeting place or any satellite meeting place have become inadequate for the purposes referred to in paragraph 22.2 above, then the Chairman may, without the consent of the meeting, interrupt or adjourn the general meeting for such time and/or to such other place as the Chairman of the general meeting may in his absolute discretion determine. All business conducted at that general meeting up to the time of such adjournment shall be valid.

22.4

Directors may arrange for persons to hear, see and speak at general meetings by audio-visual means

The Directors may make arrangements for persons entitled to attend a general meeting to be able to view and/or hear the proceedings of any general meeting and/or to speak at the meeting (whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise), by attending a venue anywhere in the world not being a satellite meeting place and those attending any such venue shall not be regarded as present and shall not be entitled to vote at the meeting at or from that venue and the inability for any reason of any shareholder present in person or by proxy at such a venue to view and/or hear all or any of the proceedings of the meeting and/or to speak at the meeting shall not in any way affect the validity of such proceedings.

22.5

Validity of meetings if accommodation inadequate

If it appears to the Chairman of the general meeting that any principal meeting place or satellite meeting place specified in the notice convening the meeting is inadequate to accommodate all shareholders entitled and wishing to attend, the meeting shall be duly constituted and its proceedings valid if (a) in the case of any general meeting falling within subparagraph 25.7.2, any representative or proxy of the holder of the Reuters Founders Share is allowed to be present at the principal meeting place, and (b) the Chairman is satisfied that adequate facilities are available to ensure that any other shareholder who is unable to be accommodated is able to (i) participate in the business for which the meeting has been convened, (ii) hear and see all persons present at and who speak (whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise), in the principal meeting place, any satellite meeting place or elsewhere in accordance with this paragraph 22.5, and (iii) be heard and seen by all other persons so present in the same way.

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22.6	Rights of shareholders to take part in general meetings
	For the purposes of this Article, the right for a shareholder to participate in the business of any general meeting shall include, without limitation, the right to speak, vote on any show of hands, vote on any poll, be represented by a proxy, and the right to have access to all documents which are required by the Applicable Laws and these Articles to be made available at the meeting.

22.7

Chairman’s power to adjourn in certain circumstances

Without prejudice to any other power which he may have under the provisions of these Articles or at common law, the Chairman of any general meeting may (without the consent of the meeting but, in the case of any general meeting falling within subparagraph 25.7.2, subject to the consent of any representative or proxy of the holder of the Reuters Founders Share) interrupt or adjourn a meeting if he is of the opinion that it has become necessary to do so in order to (i) secure the proper and orderly conduct of the meeting, or (ii) give all persons entitled to do so a reasonable opportunity of speaking and voting at the meeting, or (iii) ensure the proper disposal of the business of the meeting. Any such adjournment may be for such time as the Chairman of the meeting may in his absolute discretion determine, and the Chairman of the meeting shall have power to specify some other place for holding the meeting, notwithstanding that by reason of such adjournment some shareholders may be unable to be present at the adjourned meeting. Any such person may nevertheless execute a form of proxy for the adjourned meeting and if he shall do so and shall deliver the same to the Chairman of the adjourned meeting or to the Secretary of the Company, such proxy shall be valid notwithstanding that it is given at less notice than would otherwise be required under these Articles. In this Article references to notice include the use of electronic form and electronic means and publication on a website in accordance with the CA 2006 and the Applicable Laws.

22.8	Notice of adjournment not required
	Save as hereinbefore expressly provided, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at any adjourned meeting.

22.9

Amendments to resolutions

If an amendment shall be proposed to any resolution under consideration but shall in good faith be ruled out of order by the Chairman of the meeting the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. In the case of a resolution duly proposed as a Special Resolution no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted upon.

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22.10

Arrangements for security of general meetings

The Directors and, at any general meeting, the Chairman may make any arrangement and impose any restriction they consider appropriate to ensure the security and orderly conduct of a general meeting including, without limitation, the searching of the personal property of persons attending the meeting and the restriction of items that may be taken into the meeting place. The Directors and, at any general meeting, the Chairman is entitled to refuse entry to a meeting to a person (other than any representative or proxy of the holder of the Reuters Founders Share) who refuses to comply with these arrangements or restrictions.

23.	VOTES OF SHAREHOLDERS
23.1	Votes on show of hands and on polls
	Subject as otherwise provided by these Articles, at any general meeting of the Company:

23.1.1	on any show of hands every shareholder who is present in person or by proxy at such general meeting (other than the holder of the Reuters Founders Share) shall have one vote;
23.1.2	on any poll every holder of Ordinary Shares who is present in person or by proxy shall have one vote for every Ordinary Share of which he is the holder.

23.2	Votes of joint holders
	In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the share.
23.3	Votes by receivers and others on behalf of shareholders suffering from mental disorder
	Where in England or elsewhere a receiver or other person (by whatever name called) has been appointed by any court claiming jurisdiction in that behalf to exercise powers with respect to the property or affairs of any shareholder on the ground (however formulated) of mental disorder, the Directors may in their absolute discretion, upon or subject to production of such evidence of the appointment as the Directors may require, permit such receiver or other person on behalf of such shareholder to vote in person or by proxy at any general meeting or to exercise any other right conferred by shareholdership in relation to meetings of the Company.

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23.4

No shareholders to vote if sums unpaid on shares

No shareholder shall, unless the Directors otherwise determine, be entitled in respect of shares held by him to vote at a general meeting or meeting of the holders of any class of shares of the Company either personally or by proxy or to exercise any other right conferred by shareholdership in relation to meetings of the Company or of the holders of any class of shares of the Company if any call or other sum presently payable by him to the Company in respect of such shares remains unpaid.

23.5

Direction Notices to shareholders and others not entitled to vote because in default under section 793

If any shareholder, or any other person appearing to be Interested in shares held by such shareholder, has been duly served with a notice under section 793 of the CA 2006 and is in default for the prescribed period in supplying to the Company the information thereby required, then the Directors may in their absolute discretion at any time thereafter by notice (a “Direction Notice”) to such shareholder direct that:

23.5.1	in respect of the shares in relation to which the default occurred (the “Default Shares”) the shareholder shall not be entitled to attend or vote (either in person or by proxy) at a general meeting or at a separate general meeting of the holders of a class of shares or on a poll;
23.5.2	where the Default Shares represent at least 0.25% of the class of shares concerned (excluding any shares of that class held as treasury shares), then the Direction Notice may additionally direct that any of the following shall be effected:

(a)	in respect of the Default Shares any dividend or other money which would otherwise be payable on such shares shall be retained by the Company without any liability to pay interest thereon when such money is finally paid to the shareholder and any shares issued in lieu of dividend be withheld by the Company;
(b)	no transfer of any Default Shares which are held in certificated form shall be registered unless the transfer is an approved transfer or:

(i)	the shareholder is not himself in default as regards supplying the information requested; and
(ii)	the transfer is of part only of the shareholder’s holding and when presented for registration is accompanied by a certificate from the shareholder in a form satisfactory to the Directors to the effect that after due and careful enquiry the shareholder is satisfied that no person in default as regards supplying such information is

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Interested in any of the shares the subject of the transfer; and

(c) if the Directors so determine, the Company shall be entitled to require the holder of any such Default Shares which are held in uncertificated form, by notice in writing to the holder concerned, to change his holding of uncertificated Default Shares to certificated form within such period as may be specified in the notice and require such holder to continue to hold such Default Shares in certificated form for so long as the default subsists. The Directors may also appoint any person to take such other steps, by instruction by means of a Relevant System or otherwise, in the name of the holder of such Default Shares, to effect conversion of such shares to certificated form and such steps shall be as effective as if they had been taken by the registered holder of the uncertificated Default Shares.

The Company shall send to each other person appearing to be Interested in the shares the subject of any Direction Notice a copy of the notice, but the failure or omission by the Company to do so shall not invalidate such notice.

23.6	Cesser of effect of Direction Notices
	Any Direction Notice shall cease to have effect seven days after the earlier of:

23.6.1	receipt by the Company of notice of an approved transfer, but only in relation to the shares transferred; and
23.6.2	receipt by the Company, in a form satisfactory to the Directors, of all the information required by the section 793 notice.

23.7	Direction Notices and depositaries
	Where any person appearing to be Interested in any shares has been served with a notice under section 793 of the CA 2006 and such shares are held by a recognised depositary, the provisions of this Article shall be deemed to apply only to those shares held by the recognised depositary in which such person appears to be Interested and references to default shares shall be construed accordingly.

23.8	Obligations of depositary under Direction Notice
	Where the shareholder on whom a notice under section 793 of the CA 2006 has been served is a recognised depositary, the obligations of the recognised depositary acting in its capacity as such shall be limited to disclosing to the Company such information relating to any person appearing to be Interested in the shares held by it as has been recorded by the recognised depositary pursuant to

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the arrangements entered into by the Company or approved by the Directors pursuant to which it was appointed as a recognised depositary.

23.9	Interpretation of paragraphs 23.4 to 23.8
	For the purposes of paragraphs 23.4 to 23.8:

23.9.1	a person shall be treated as appearing to be Interested in any shares if the shareholder holding such shares has given to the Company a notification under the said section 793 which either (a) names such person as being so Interested or (b) fails to establish the identities of those Interested in the shares and (after taking into account the said notification and any other relevant section 793 notification) the Company knows or has reasonable cause to believe that the person in question is or may be Interested in the shares;
23.9.2	the prescribed period in respect of any particular shareholder is 14 days from the date of service of the said notice under the said section 793;
23.9.3	a transfer of shares is an approved transfer if but only if:

(a)	it is a transfer of shares to an offeror by way or in pursuance of acceptance of a takeover offer (as defined in section 974 of the CA 2006); or
(b)	the Directors are satisfied that the transfer is made pursuant to a sale of the whole of the beneficial ownership of the shares to a party unconnected with the shareholder and with other persons appearing to be Interested in such shares; or
(c)	the transfer results from a sale made through an investment exchange recognised by the Financial Services Authority under Part XVIII of the Financial Services and Markets Act 2000 or any other stock exchange outside the United Kingdom on which the Company’s shares are normally traded;

23.9.4 a recognised depositary is an ADR Custodian or a trustee (acting in his capacity as such) of any employees’ share scheme established by the Company where such scheme has been approved by the Directors for the purposes of this Article.

23.10	Saving for Directors’ powers under section 794(1)
	Nothing contained in this Article shall limit the power of the Directors under section 794(1) of the CA 2006.

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23.11	Holder of the Reuters Founders Share may require Directors to serve notice under section 793 of the CA 2006 or a Direction Notice or to apply to Court under section 794(1) of the CA 2006
	The holder of the Reuters Founders Share shall be entitled in its absolute discretion at any time and from time to time to serve or cause to be served upon the Company at the Office a requisition in writing requiring the Directors:

23.11.1	to serve in accordance with section 793 of the CA 2006 such notice or notices upon such person or respective persons as shall be specified in such requisition; and/or
23.11.2	to serve in accordance with paragraph 23.5 a Direction Notice or Notices upon such person or respective persons and applying such of the provisions of paragraph 23.5 as shall be specified in such requisition; and/or
23.11.3	to apply to the Court under section 794(1) of the CA 2006 for such order against such person or respective persons as shall be specified in such requisition,

and the Directors shall be bound to comply with any such requisition as soon as practicable after service thereof as aforesaid.

23.12	Objections to admissibility of votes to be raised only at the relevant meeting – saving for votes of Reuters Founders Share
	No objection shall be raised as to the admissibility of any vote except at the meeting or adjourned meeting at which the vote objected to is or may be given or tendered and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection shall be referred to the Chairman of the meeting whose decision shall be final and conclusive save that no such decision shall be capable of prejudicing the effect of any valid exercise of any of the voting rights attached by these Articles to the Reuters Founders Share.
23.13	Votes on a poll may be given personally or by proxy
	On a poll votes may be given either personally or by proxy and a person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.
23.14	Proxy need not be a shareholder
	A proxy need not be a shareholder of the Company.

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23.15	Requirements as to form of appointment of proxy
	The appointment of a proxy shall be in writing in any usual or common form or in any other form which the Directors may approve:

23.15.1	in the case of an individual shall be signed by the appointor or his attorney; and
23.15.2	in the case of a corporation shall be either executed under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation, or in the case of the holder of the Reuters Founders Share may be signed by any one of the Reuters Trustees.

The signature on such appointment need not be witnessed. Where an appointment of a proxy is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the appointment of the proxy pursuant to the next following Article, failing which the Chairman of the meeting may treat the instrument as invalid. In this Article references to in writing include the use of electronic means subject to any terms and conditions decided on by the Directors.

23.16	Proxy may exercise a shareholder’s rights to attend, speak and vote
	The appointment of a proxy shall be deemed to include the right to exercise all or any of the shareholder’s rights to attend and to speak and vote at a meeting of the Company. This includes the right to demand or join in demanding a poll.

23.17

Validity of votes by proxies

A vote cast by proxy shall not be invalidated by the previous death or insanity of the principal or by the revocation of the appointment of the proxy or of the authority under which the appointment was made provided that no intimation in writing of such death, insanity or revocation shall have been received by the Company at the Transfer Office at least one hour before the commencement of the meeting or (in the case of a poll taken other than at or on the same day as the meeting or adjourned meeting) the time appointed for the taking of a poll at which the vote is cast. In this Article references to in writing include the use of electronic form and electronic means subject to any terms and conditions decided on by the Directors.

24.	CORPORATION ACTING BY REPRESENTATIVES
24.1	Requirements for appointment of representative by corporation
	Any corporation which is a shareholder of the Company may, by resolution of its directors or other governing body authorise any person or persons as it thinks fit to act as its representative or representatives at any meeting of the Company or of any class of shareholders of the Company. A Director, the Secretary or other person authorised for the purpose by the Secretary may require the representative

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to produce a certified copy of the resolution of authorisation before permitting him to exercise his powers.

24.2	Representatives of Reuters Founders Share Company
	A person who in accordance with the Articles of Association of Reuters Founders Share Company from time to time in force is deemed to be such a representative as aforesaid shall be treated as such for the purposes of these Articles.

25.	MEETINGS OF SHAREHOLDERS
25.1	Notice with respect to Joint Electorate Action or Class Rights Action
	If the Company proposes to undertake a Joint Electorate Action or a Class Rights Action, the Company shall immediately give notice to TR Corporation and the holder of the TR Corporation Special Voting Share of the nature of the Joint Electorate Action or the Class Rights Action it proposes to take. Unless such action is proposed to be taken at an annual meeting of shareholders, the Board of Directors shall convene a special meeting of shareholders for the purpose of considering a resolution to approve such Joint Electorate Action or Class Rights Action. Such meeting shall be held as close in time as practicable to the Parallel Shareholder Meeting.

25.2

Manner of voting

Any resolution to be considered at a meeting of shareholders in relation to which the holder of the Special Voting Share or the holder of the Reuters Founders Share is entitled to vote shall be decided by ballot. Voting at any meeting of shareholders shall otherwise be by show of hands except where a ballot is required by the Chairman of the meeting, a shareholder or proxyholder entitled to vote at the meeting or the holder of the Reuters Founders Share, or by the CA 1985 or CA 2006. In the case of a ballot on a resolution on which the holder of the Special Voting Share and/or the holder of the Reuters Founders Share is entitled to vote, the ballot shall be kept open for such time as is necessary to allow the Parallel Shareholder Meeting to be held and for the voting rights attaching to the Special Voting Share and/or the Reuters Founders Share, respectively, to be determined and exercised on such ballot, although such ballot may be declared closed earlier by the Chairman of the meeting in respect of shares of other classes. The Chairman of the meeting shall direct the procedures for voting by ballot.

25.3

Withdrawal of demand for poll

A demand for a poll may be withdrawn only with the approval of the general meeting. Unless a poll is duly demanded, or is required to be taken, a declaration by the Chairman of the meeting that a resolution has been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the minute book, shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded for or against such resolution. If a poll is duly

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	demanded, or is required to be taken, it shall be taken in such manner (including the use of ballot or other voting papers or tickets) as the Chairman of the meeting may direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was so demanded or required to be taken. The Chairman of the meeting may (and if so directed by the meeting shall) appoint scrutineers and may adjourn the meeting to a place and time fixed by him for the purpose of declaring the result of the poll.
25.4	Procedure for polls
	A poll which is duly demanded (or which is required to be taken) on the choice of a Chairman or on a question of adjournment shall be taken forthwith. A poll which is duly demanded (or which is required to be taken) on any other question shall be taken either immediately or at such subsequent time (not being more than 30 days from the date of the meeting) and place as the Chairman may direct. No notice need be given of a poll not taken immediately. The fact that a poll shall have been duly demanded (or shall be required to be taken) on any question (other than on the choice of a Chairman or an adjournment) shall not prevent the continuance of the meeting for the transaction of any business other than that question.
25.5	Voting by proxy
	A proxy deposited by the holder of the Special Voting Share or the holder of the Reuters Founders Share will be valid if it is received by or delivered to the Chairman of the meeting before the close of the ballot to which it relates.
25.6	Objections to validity of votes
	No objection shall be raised as to the validity of any vote at any meeting of shareholders except at the meeting or adjourned meeting at which the vote objected to is or may be given or tendered and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection shall be referred to the Chairman of the meeting whose decision shall be final and conclusive save that no such decision shall be capable of prejudicing the effect of any valid exercise of any of the voting rights attaching to the Reuters Founders Share.
25.7	Quorum
	A quorum for the transaction of business at a meeting of shareholders shall be either two qualifying persons entitled to vote (unless (i) each is a qualifying person only because he is authorised to act as the representative of a corporation in relation to the meeting, and they are representatives of the same corporation; or (ii) each is a qualifying person only because he is appointed as proxy of a shareholder in relation to the meeting, and they are proxies of the same shareholder) or the holder of the Reuters Founders Share provided that:

25.7.1 at any meeting the business of which includes the consideration of any resolution on which the holder of the Special Voting Share is entitled to

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	vote, a quorum shall not be present for any purpose unless the holder of the Special Voting Share is present in person or by proxy or is represented by a duly authorised representative; and
25.7.2	at any meeting the business of which includes the consideration of any resolution on which the holder of the Reuters Founders Share is entitled to vote, a quorum shall not be present for any purpose unless the holder of the Reuters Founders Share is present in person or by proxy or is represented by a duly authorised representative.

	For the purposes of the above a “qualifying person” means (i) an individual who is a shareholder of the Company; (ii) a person authorised to act as the representative of a corporation in relation to the meeting; or (iii) a person appointed as proxy of a shareholder in relation to the meeting.
25.8	Meetings where no quorum present
	If within five minutes from the time appointed for a general meeting (or such longer interval as the Chairman of the meeting may think fit to allow) a quorum is not present, the general meeting, if convened pursuant to any of the provisions of section 303 of the CA 2006 or of paragraphs 12.10 to 12.13, shall be dissolved. In any other case it shall stand adjourned to such other day and such time and such principal meeting place and satellite meeting places as may have been specified for the purpose in the notice convening the general meeting or (if not so specified) as the Chairman of the general meeting may determine and in the latter case not less than seven days’ notice of the adjourned meeting shall be given, subject always to the provisions of paragraph 21.2, in like manner as in the case of the original meeting. At any such adjourned meeting all of the provisions of paragraph 25.7 shall apply as though every reference in that paragraph to a general meeting included a reference to any such adjourned meeting. In this paragraph references to notice include the use of electronic form and electronic means and publication on a website in accordance with the CA 2006 and the Applicable Laws.
25.9	Scrutineers
	The Chairman at any meeting of shareholders may appoint one or more persons, who need not be shareholders, to act as scrutineer or scrutineers at the meeting.
25.10	Adjournment of meetings
	The Chairman of any meeting of shareholders may, with the consent of the meeting and subject to such conditions as the meeting may decide, and shall, if so directed by the holder of the Reuters Founders Share, adjourn the meeting from time to time and from place to place or for an indefinite period, provided that in the case of any meeting falling within the proviso in subparagraph 25.7.2 any such adjournment will be subject to the consent of the holder of the Reuters Founders Share. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting. The Company shall

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	give notice to TR Corporation as soon as possible of an adjournment and of the business to be transacted at an adjourned meeting.
25.11		Actions for shareholder approval

25.11.1	All actions put to shareholders of the Company, except for Class Rights Actions or Procedural Resolutions, will be Joint Electorate Actions.
25.11.2	No resolution of the Company with respect to a Joint Electorate Action or a Class Rights Action shall be approved unless a Parallel Shareholder Meeting is held at which an Equivalent Resolution in respect of such Joint Electorate Action or Class Rights Action is approved in accordance with 25.12.2 below.

25.12 Procedure for approval of Joint Electorate Actions and Class Rights Actions

A Joint Electorate Action or a Class Rights Action shall require approval by both:
25.12.1	an Ordinary Resolution of the Company (or, if these Articles or Applicable Laws require such Joint Electorate Action or Class Rights Action to be approved by a Special Resolution of the Company, by a Special Resolution); and
25.12.2	an ordinary resolution of TR Corporation (or, if the TR Corporation Articles, the TR Corporation By-Laws, the Equalization and Governance Agreement or Applicable Laws require such Joint Electorate Action or Class Rights Action to be approved by a special resolution of TR Corporation, by a special resolution).

25.13 Co-ordination with TR Corporation

If TR Corporation proposes to take a Joint Electorate Action or a Class Rights Action:
25.13.1	the Board of Directors shall (unless such action is proposed for an annual meeting of shareholders of the Company) convene a special meeting of shareholders as close in time as practicable to the TR Corporation shareholders meeting at which such Joint Electorate Action or Class Rights Action is to be proposed;
25.13.2	the Board of Directors shall propose for consideration at such meeting an Equivalent Resolution in respect of such Joint Electorate Action or Class Rights Action;
25.13.3	the Board of Directors shall submit such Equivalent Resolution to shareholders as an Ordinary Resolution (or, if these Articles or Applicable Laws require the action to be approved by a Special Resolution of the Company, by a Special Resolution); and

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25.13.4 the Company shall co-operate fully with TR Corporation in preparing resolutions, information circulars or statements, explanatory memoranda or any other information or material required in connection with the proposed Joint Electorate Action or Class Rights Action.

25.14	Discretionary matters
	The Board of Directors may, by agreement with the TR Corporation Board and subject to Applicable Laws:

25.14.1	decide to seek the approval by Ordinary Resolution of the shareholders (or any class of shareholders) of either or both of the Company and TR Corporation for any matter that would not otherwise require such approval; or
25.14.2	specify a higher vote threshold for any resolution than would otherwise be required pursuant to these Articles.

26.	FINANCIAL YEAR
	Until changed by the Board of Directors, the financial year of the Company shall end on the last day of December in each year.

27.	MANAGEMENT OF THE COMPANY
27.1	Constitution of the Board of Directors

27.1.1	The Board of Directors shall consist of no less than five and no more than 20 members. Within the said minimum and maximum, the number of Directors shall be set forth by resolution of the Board of Directors.
27.1.2	Each Director shall also consent to serve, and be properly elected or appointed, as a director of TR Corporation in order to qualify to serve as a Director. A Director shall cease to hold office when he or she ceases to be a Director of TR Corporation.

27.2 Management generally

27.2.1

The Directors shall manage or supervise the management of the business and affairs of the Company.

27.2.2

Except to the extent prohibited or restricted by Applicable Laws, but without prejudice to any indemnity to which a Director, former Director, officer or other person may otherwise be entitled, the Board of Directors may grant indemnities to Directors, former Directors, officers and other persons (including directors, former directors, officers and employees of TR Corporation and its Subsidiaries) and make loans to such persons to fund their defence of claims and proceedings initiated or threatened against them.

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27.2.3 The Company may purchase and maintain insurance for the benefit of any individual referred to in subparagraph 27.2.2 to the extent permitted by Applicable Laws.

27.3	No share qualification — Directors may attend and speak at general meetings
	A Director shall not be required to hold any shares of the Company by way of qualification. A Director who is not a shareholder of the Company shall nevertheless be entitled to attend and speak at general meetings.
27.4	Powers to give pensions to Directors
	The Directors shall have power to pay and agree to pay pensions or other retirement, superannuation, death or disability benefits to (or to any person in respect of) any Director or ex-Director and for the purpose of providing any such pensions or other benefits to contribute to any scheme or fund or to pay premiums.
27.5	Appointment to any executive office not to cease with Directorship unless contract so provides
	The appointment of any Director to any executive office shall not automatically determine if he ceases from any cause to be a Director, unless the contract or resolution under which he holds office shall expressly state otherwise, in which event such determination shall be without prejudice to any claim for damages for breach of any contract of service between him and the Company.
28.	APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS
28.1	Vacation of office as Director
	The office of a Director shall be vacated in any of the following events, namely:

28.1.1	if prohibited from acting by law:
	If he shall become prohibited by law from acting as a Director;
28.1.2	on resignation:
	If he shall resign by writing under his hand left at the Office or if he shall in writing offer to resign and the Directors shall resolve to accept such offer;
28.1.3	on insolvency:
	If he shall have a receiving order made against him or shall compound with his creditors generally or shall apply to the court for an interim order under

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	section 253 of the Insolvency Act 1986 in connection with a voluntary arrangement under that Act; and/or
28.1.4	as a consequence of mental disorder:
	If in England or elsewhere an order shall be made by any court claiming jurisdiction in that behalf on the ground (however formulated) of mental disorder for his detention or for the appointment of a guardian or for the appointment of a receiver or other person (by whatever name called) to exercise powers with respect to his property or affairs.

	In this Article references to notice and to in writing include the use of electronic form and electronic means subject to any terms and conditions decided on by the Directors.
28.2	Appointment of Directors by Company
	The Company at the meeting at which a Director retires under any provision of these Articles may by Ordinary Resolution fill the office being vacated by electing thereto the retiring Director or some other person eligible for appointment. In default the retiring Director shall be deemed to have been re-elected except in any of the following cases:

28.2.1	where at such meeting it is expressly resolved not to fill such office or a resolution for the re-election of such Director is put to the meeting and lost;
28.2.2	where such Director has given notice in writing to the Company that he is unwilling to be re-elected;
28.2.3	where the default is due to the moving of a resolution in contravention of the next following Article,

	the retirement shall not have effect until the conclusion of the meeting except where a resolution is passed to elect some other person in the place of the retiring Director or a resolution for his re-election is put to the meeting and lost and accordingly a retiring Director who is re-elected or deemed to have been re-elected will continue in office without a break.
	In this Article references to notice and to in writing include the use of electronic form and electronic means subject to any terms and conditions decided on by the Directors.
28.3	Resolutions to appoint two or more Directors to be subject to consent of general meeting
	A resolution for the appointment of two or more persons as Directors by a single resolution shall not be moved at any general meeting unless a resolution that it shall

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	be so moved has first been agreed to by the meeting without any vote being given against it, and any resolution moved in contravention of this Article shall be void.
28.4	Company and Directors may fill casual vacancies and appoint additional Directors
	Subject to the maximum numbers of Directors and of Directors who may hold an executive office fixed by or in accordance with these Articles:

28.4.1	the Company may by Ordinary Resolution appoint any person to be a Director either to fill a casual vacancy or as an additional Director; and
28.4.2	without prejudice to subparagraph 28.4.1 the Directors may at any time appoint any person to be a Director either to fill a casual vacancy or as an additional Director.

	Any person so appointed by the Directors shall hold office only until the next annual general meeting and shall then be eligible for re-election.
29.	MANAGEMENT IN RELATION TO THE EQUALIZATION AND GOVERNANCE AGREEMENT
	The Company having entered into the Equalization and Governance Agreement, the Special Voting Share Agreement and the Cross-Guarantees, the Directors, subject to Applicable Laws:

29.1	are authorised and directed to carry into effect the provisions of the Equalization and Governance Agreement, the Special Voting Share Agreement and the Cross-Guarantees and any further or other agreements or arrangements contemplated by the Equalization and Governance Agreement, the Special Voting Share Agreement and the Cross-Guarantees; and
29.2	may, in addition to their duties to the Company, have regard to, and take into account in the exercise of their powers, the best interests of TR Corporation and of both the holders of Ordinary Shares and the holders of TR Corporation Common Shares,

and nothing done by any Director in good faith pursuant to such authority and obligations shall constitute a breach of the fiduciary duties of such Director to the Company or to its shareholders (including any duty to avoid conflicts of interest). In particular, and without limitation to the generality of the foregoing (i) the Directors are authorised to provide TR Corporation and any officer, employee or agent of TR Corporation with any information relating to the Company; and (ii) subject to the terms of the Equalization and Governance Agreement, the Directors are authorised to do all or any of the matters referred to in subparagraphs A(ii) and (iii) of clause 4 of the Memorandum of Association.

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30.

OBSERVANCE OF REUTERS TRUST PRINCIPLES

The Directors shall, in the performance of their duties, have due regard to the following principles (collectively the “Reuters Trust Principles”) insofar as by the proper exercise of their powers as Directors (including the proper exercise of all such powers as they may have to control the affairs of all Subsidiaries of the Company) and in accordance with their other duties as Directors the Reuters Trust Principles are capable of being observed by the Directors:

30.1	that the TR Group shall at no time pass into the hands of any one interest, group or faction;
30.2	that the integrity, independence and freedom from bias of the TR Group shall at all times be fully preserved;
30.3	that the TR Group shall supply unbiased and reliable news services to newspapers, news agencies, broadcasters and other media subscribers and to businesses, governments, institutions, individuals, and others with whom the TR Group has or may have contracts;
30.4	that the TR Group shall pay due regard to the many interests which it serves in addition to those of the media; and
30.5	that no effort shall be spared to expand, develop and adapt the news and other services and products of the TR Group so as to maintain its leading position in the international news and information business.

31.	MEETINGS OF THE BOARD OF DIRECTORS
31.1	Quorum
	Two Directors, or such greater number of Directors as the Board of Directors may from time to time determine, shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
31.2	Calling of meetings
	Meetings of the Board of Directors shall be held at such time and place as the Chairman, a Deputy Chairman, any two Directors or the President may determine and the Secretary shall on the requisition of the Chairman, a Deputy Chairman, any two Directors or the President call a meeting of the Directors. No meeting of the Board of Directors need be held within the United Kingdom in any financial year.

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31.3	Notice of meetings
	Notice of the time and place of each meeting of the Board of Directors shall be given to each Director not less than 12 hours before the time of the meeting, provided that the first meeting immediately following a meeting of shareholders at which Directors are elected may be held without notice if a quorum is present. Notices shall be deemed to have been duly given for this purpose if mailed, telephoned, or sent by electronic or other communications facilities. Any Director may waive notice of any meeting and any such waiver may be retroactive. In this Article references to notice include the use of electronic form and electronic means and publication on a website in accordance with the CA 2006 and the Applicable Laws.
31.4	Chairman
	The Chairman, or in the absence of the Chairman, a Deputy Chairman, or in the absence of a Deputy Chairman, a Director chosen by the Directors at the meeting, shall be Chairman of any meeting of Board of Directors.
31.5	Voting at meetings
	At meetings of the Board of Directors each Director shall have one vote and questions shall be decided by a majority of votes.
31.6	Resolutions of Directors in writing
	A resolution in writing of the Directors shall be as valid and effectual as if it had been passed at a meeting of Directors duly convened and held where the resolution is signed or approved by all the Directors, in which case the resolution shall have effect at the time and date when the resolution is last signed or approved by a Director.
31.7	Form of written resolutions
	Such a written resolution may consist of several documents in like form, each signed by one or more Directors, and/or may be approved by one or more Directors by one or more telex, facsimile or electronic mail messages sent to the Secretary by them or at their request and specifically identifying the resolution seen and approved by them.
31.8	Resolutions in writing by committees
	This Article shall also apply to resolutions in writing of a committee of the Directors in which case each reference in this Article to a Director or Directors should be read as a reference to a member or members of the committee and each reference in this Article to a meeting or meetings of the Directors should be read as a reference to a meeting or meetings of the committee.

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31.9	Communications through electronic means
	In this Article references to in writing include the use of communications in electronic form and through electronic means subject to any terms and conditions decided on by the Directors.
31.10	Remuneration and expenses
	The Directors shall be paid such remuneration for their services as the Board of Directors may from time to time determine. The Directors shall also be entitled to be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the Board of Directors, any committee thereof or the shareholders or otherwise in the performance of their duties as Directors.
31.11	Directors may delegate to committees
	The Directors may delegate any of their powers or discretions to committees consisting of one or more Directors and/or officers of the Company. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations which may from time to time be imposed by the Directors.
31.12	Meetings and proceedings of committees
	The meetings and proceedings of any such committee consisting of two or more members shall be governed by the provisions of these Articles regulating the meetings and proceedings of the Directors, so far as the same are not superseded by any regulations made by the Directors under paragraph 31.11. To the extent that any such power or discretion is so delegated any reference in these Articles to the exercise by the Directors of such power or discretion shall be read and construed as if it were a reference to such committee.
31.13	Validity of acts of Directors or committees
	All acts done by any meeting of Directors, or of any such committee, or by any person acting as a Director or as a member of any such committee, shall as regards all persons dealing in good faith with the Company, notwithstanding that there was some defect in the appointment of any of the persons acting as aforesaid, or that any such persons were disqualified or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director or member of the committee and had been entitled to vote.
31.14	Participation in meetings by audio-visual means
	A Director may participate in a meeting of the Board of Directors or a committee of the Board of Directors through the medium of conference telephone, video conferencing or similar form of communication equipment if all persons participating in the meeting are able to hear and speak to each other throughout the meeting. A

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	person participating in this way is deemed to be present in person at the meeting and is counted in a quorum and entitled to vote. Subject to the Applicable Laws, all business transacted in this way by the Board of Directors or a committee of the Board of Directors is for the purposes of these Articles deemed to be validly and effectively transacted at a meeting of the Board of Directors or a committee of the Board of Directors although fewer than two Directors are physically present at the same place. The meeting is deemed to take place where the largest group of those participating is assembled or, if there is no such group, where the Chairman of the meeting then is.
32.	DIRECTORS’ INTERESTS
32.1	Directors may be interested in contracts with the Company and in companies party to such contracts
	A Director may be party to or in any way interested in any contract or arrangement or transaction to which the Company is a party or in which the Company is in any way interested and he may hold and be remunerated in respect of any office or place of profit (other than the office of auditor of the Company or any subsidiary undertaking thereof) under the Company or any other company in which the Company is in any way interested and he (or any firm of which he is a shareholder) may act in a professional capacity for the Company or any such other company and be remunerated therefor and in any such case as aforesaid (save as otherwise agreed) he may retain for his own absolute use and benefit all profits and advantages accruing to him thereunder or in consequence thereof.
32.2	Directors’ interests in contracts — general prohibition on voting
	Save as herein provided, a Director shall not vote in respect of any contract or arrangement or any other proposal whatsoever in which he has an interest which is, to his knowledge, a material interest, otherwise than by virtue of his interests in shares or debentures or other securities of or otherwise in or through the Company.
32.3	Exceptions to prohibition on voting
	Subject to the provisions of the Applicable Laws, a Director shall (in the absence of some other material interest than is indicated below) be entitled to vote in respect of any resolution concerning any of the following matters, namely:

32.3.1	the giving of any guarantee, security or indemnity (including loans made in connection therewith) to him in respect of money lent or obligations incurred by him or any other person at the request of or for the benefit of the Company or any of its subsidiary undertakings;
32.3.2	the giving of any guarantee, security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which he himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;

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32.3.3	any proposal concerning an offer of shares or debentures or other securities of or by the Company or any of its subsidiary undertakings for subscription or purchase in which offer he is or may be entitled to participate as a holder of securities or is to be interested as a participant in the underwriting or sub-underwriting thereof;
32.3.4	any proposal concerning any other company in which he is interested, directly or indirectly and whether as an officer or shareholder or otherwise howsoever, provided that he does not to his knowledge hold an Interest in shares representing 1% or more of the issued shares of any class of such company (excluding any shares of that class held as treasury shares) (or of any third company through which his Interest is derived) or of the voting rights available to members of the relevant company (any such Interest being deemed for the purpose of this Article 32 to be a material interest in all circumstances);
32.3.5	any proposal concerning the adoption, modification or operation of any pension, superannuation or similar scheme or retirement, death or disability benefits scheme or employees’ share scheme which has been approved by H.M. Revenue & Customs or is conditional upon such approval or does not award him any privilege or benefit not awarded to the employees to whom such scheme relates; and/or
32.3.6	any proposal concerning any insurance which the Company is empowered to purchase and/or maintain for or for the benefit of any Directors of the Company or for persons who include Directors of the Company.

32.4	Directors voting on executive appointments
	Where proposals are under consideration concerning the appointment (including fixing or varying the terms of the appointment) of two or more Directors to offices or employments with the Company or any company in which the Company is interested, such proposals may be divided and considered in relation to each Director separately and in such case each of the Directors concerned (if not debarred from voting under paragraph 32.3.4) shall be entitled to vote in respect of each resolution except that concerning his own appointment.
32.5	Chairman to rule on materiality of a Director’s interest
	If any question shall arise at any time as to the materiality of a Director’s interest or as to the entitlement of any Director (other than the Chairman of the meeting) to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the Chairman of the meeting and his ruling in relation to any other Director shall be final and conclusive except in a case where the nature or extent of the interest of such Director has not been fairly disclosed.

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32.6	Directors to resolve as to the materiality of a Chairman’s interest
	If any question shall arise at any time as to the materiality of the interest of the Chairman of the meeting or as to the entitlement of the Chairman to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be decided by resolution of the Directors or committee members present at the meeting (excluding the Chairman) whose majority vote shall be final and conclusive, except in a case where the nature or extent of the interest of the Chairman has not been fairly disclosed.
32.7	Confidential Information
	Where a Director obtains (other than through his position as a Director of the Company) information that is confidential to a third party, he will not be obliged to disclose it to the Company or to use it in relation to the Company’s affairs in circumstances where to do so would amount to a breach of that confidence.
33.	OFFICERS
33.1	General
	The Board of Directors may from time to time appoint a Chairman, one or more Deputy Chairmen, a President, one or more Vice Presidents (who shall include Executive Vice Presidents, Senior Vice Presidents and other Vice Presidents), a Secretary to the Board of Directors and such other officers as the Board of Directors may determine, including assistants to any of the officers so appointed. Except for the Chairman and the Deputy Chairmen, an officer need not be a Director.
33.2	Chairman
	The Chairman when present shall be Chairman of meetings of the Board of Directors and shareholders of the Company and shall have such other powers and duties as the Board of Directors may determine.
33.3	Deputy Chairman
	The Deputy Chairman, or one of them if there is more than one, in the absence of the Chairman shall, if present, preside at meetings of the Board of Directors and shareholders of the Company and shall have such other powers and duties as the Board of Directors may determine.
33.4	President
	Unless the Board of Directors otherwise determines, the President shall be the chief executive officer of the Company and shall have general supervision of its business and affairs.

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33.5	Vice President
	A Vice President (including any Executive Vice President, Senior Vice President or other Vice President) shall have such powers and duties as the Board of Directors or the President may determine.
33.6	Directors may appoint attorneys
	The Directors may from time to time and at any time by power of attorney or otherwise appoint any person or any fluctuating body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions, as they may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him.
33.7	Secretary to the Board of Directors
	The Secretary to the Board of Directors shall give required notices to shareholders, Directors and auditors, act as secretary of meetings of the Board of Directors, its committees and shareholders when present, keep and enter minutes of such meetings, maintain the corporate records of the Company, have custody of the corporate seal and have such other powers and duties as the Board of Directors may determine.
33.8	Variation of duties
	The Board of Directors may from time to time vary, add to or limit the powers and duties of any officer.
33.9	Term of office
	Each officer shall hold office until his or her successor is appointed, provided that the Board of Directors may at any time remove any officer from office but such removal shall not affect the rights of such officer under any contract of employment with the Company.
34.	BORROWING POWERS
	Subject to Applicable Laws, the Directors may exercise all the powers of the Company to borrow money, to indemnify, to guarantee and to mortgage or charge all or part of the undertaking, property and assets (present or future) and uncalled capital of the Company and to issue debentures and other securities, whether outright or as collateral security for a debt, liability or obligation of the Company or of a third party.

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35. REGISTERS

35.1	Entries on Registers of numbers of Uncertificated Shares and Certificated Shares
	Subject to the Applicable Laws, the Company shall enter on the Register how many Certificated Shares and Uncertificated Shares each shareholder holds.
35.2	Directors may keep branch Registers
	Subject to and to the extent permitted by the Applicable Laws, the Company, or the Directors on behalf of the Company, may cause to be kept in any territory a branch Register of shareholders resident in such territory, and the Directors may make and vary such regulations as they think fit respecting the keeping of any such Register, provided however that those shareholders who hold Uncertificated Shares may not be entered as holders of those shares on an overseas branch Register.
36.	CORPORATE SEAL
	Until changed by the Board of Directors, the corporate seal of the Company shall be in the form impressed in the margin hereof.
37.	EXECUTION OF INSTRUMENTS
	Transfers, assignments, agreements, proxies and other instruments may be signed on behalf of the Company by any one of the Chairman, a Deputy Chairman or the President, or any two officers or directors together, or any one or more persons as the Board of Directors may otherwise authorise to sign instruments generally or to sign specific instruments. Unless otherwise required by Applicable Law, any instruments so signed shall be binding upon the Company without further authorisation or formality. The seal of the Company shall, when required, be affixed to any such instruments.
38.	AUTHENTICATION OF DOCUMENTS
	Any Director or the Secretary or any person appointed by the Directors for the purpose shall have power to authenticate any documents affecting the constitution of the Company and any resolutions passed by the Company or the Directors or any committee, and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts, and where any books, records, documents or accounts are elsewhere than at the Office the local manager or other officer of the Company having the custody thereof shall be deemed to be a person appointed by the Directors as aforesaid. A document purporting to be a copy of a resolution, or an extract from the minutes of the meeting, of the Company or of the Directors or any committee which is certified as aforesaid shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution

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	has been duly passed or, as the case may be, that any minute so extracted is a true and accurate record of proceedings at a duly constituted meeting.
39.	AMENDMENTS TO ARTICLES
39.1	Joint Electorate Action amendments
	Subject to paragraph 39.2, any amendment to these Articles shall require approval as a Joint Electorate Action and shall, if required pursuant to Article 12, also require the prior written consent of the holder of the Reuters Founders Share.
39.2	Class Rights Action amendments
	Any amendment to the TR PLC Entrenched DLC Provisions shall require approval as a Class Rights Action and shall, if required pursuant to Article 12, also require the prior written consent of the holder of the Reuters Founders Share.
39.3	Amendments upon termination of Equalization and Governance Agreement
	In the event of the termination of the Equalization and Governance Agreement upon TR Corporation becoming a Wholly-Owned Subsidiary of the Company or the Company becoming a Wholly-Owned Subsidiary of TR Corporation, then:

39.3.1	the Company shall have an irrevocable authority to redeem the Special Voting Share at the Redemption Price at any time specified by the Directors provided always that if the Company shall at any time be unable in compliance with Applicable Laws to redeem the Special Voting Share on the date specified by the Directors then the Company shall redeem the Special Voting Share as soon as it is able to comply with such provisions of the Applicable Laws;
39.3.2	the TR PLC Entrenched DLC Provisions and all references in these Articles thereto shall be null and void and of no further force or effect;
39.3.3	only in the case of the Company becoming a Wholly-Owned Subsidiary of TR Corporation and, for so long as Reuters Founders Share Company is the holder of the Reuters Founders Share, so long as the effect thereof is, to the satisfaction of the Reuters Trustees, substantially to preserve and not to impair the legal rights of the holder of the TR Corporation Reuters Founders Share in relation to the TR Group, the Company shall have an irrevocable authority to redeem the Reuters Founders Share at its nominal value at any time specified by the Directors provided always that if the Company shall at any time be unable in compliance with Applicable Laws to redeem the Reuters Founders Share on the date specified by the Directors then the Company shall redeem the Reuters Founders Share as soon as it is able to comply with such provisions of the Applicable Laws;
39.3.4	only in the case of the Company becoming a Wholly-Owned Subsidiary of

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TR Corporation and, for so long as Reuters Founders Share Company is the holder of the Reuters Founders Share, so long as the effect thereof is, to the satisfaction of the Reuters Trustees, substantially to preserve and not to impair the legal rights of the holder of the TR Corporation Reuters Founders Share in relation to the TR Group, the Reuters Founders Share Provisions and all references in these Articles thereto shall be null and void and of no further force or effect; and

39.3.5

these Articles shall be restated as amended with such incidental or consequential modifications as are necessary to give effect to this paragraph 39.3.

39.4	Amendments upon a change to Part 22 of the CA 2006
	In the event of any change to Part 22 of the CA 2006 on or after the date of adoption of these Articles which alters in any way the effect of the provisions of these Articles which relate to Interests in shares, then:

39.4.1	if required by the holder of the Reuters Founders Share by notice in writing to the Company, such change shall not have effect in or for the purposes of these Articles such that the provisions of these Articles relating to Interests in shares as in force on the date of adoption of these Articles remain in force as articles of association of the Company, notwithstanding the change in the law; and
39.4.2	if required, these Articles shall be restated as amended with such incidental or consequential modifications as are necessary to give effect to this paragraph 39.4.

40.	RESERVES
	The Directors may from time to time set aside out of the profits of the Company and carry to reserve such sums as they think proper which, at the discretion of the Directors, shall be applicable for any purpose to which the profits of the Company may properly be applied and pending such application may either be employed in the business of the Company or be invested. The Directors may divide the reserve into such special funds as they think fit and may consolidate into one fund any special funds or any parts of any special fund into which the reserve may have been divided. The Directors may also without placing the same to reserve carry forward any profits. In carrying sums to reserve and in applying the same the Directors shall comply with Applicable Laws.
41.	CASH DISTRIBUTIONS
41.1	Equivalent Distributions

41.1.1 Subject to subparagraphs 41.1.2 and 41.1.3, and paragraphs 41.2 and 41.3, if TR Corporation declares or otherwise becomes obligated or

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	proposes to pay or pays a cash Distribution to holders of TR Corporation Common Shares, then the Company shall declare or otherwise become obligated or propose to pay or pay a cash Distribution to holders of Ordinary Shares that is a Matching Action (an “Equivalent Distribution”). For the avoidance of doubt, where the Equalization Ratio is 1:1, if TR Corporation declares a cash dividend in an amount per TR Corporation Common Share, the Company shall, in accordance with the Equalization and Governance Agreement, declare a cash dividend in an equivalent amount per Ordinary Share.
41.1.2	The Company shall not declare or otherwise become obligated or propose to pay or pay any cash Distribution in respect of Ordinary Shares, other than an Equivalent Distribution in accordance with subparagraph 41.1.1.
41.1.3	The DLC Equalization Principle shall not restrict the Company’s ability to offer holders of Ordinary Shares the ability to receive further Ordinary Shares at market value in lieu of receiving the whole or any part of a cash Distribution.

41.2	Equalisation Payment
	If the Company is prohibited by Applicable Laws from declaring or otherwise becoming obligated or proposing to pay, or paying, or is otherwise unable to declare or otherwise become obligated or propose to pay or pay all or any portion of an Equivalent Distribution, the Company shall, insofar it is practicable to do so, enter into such transactions with TR Corporation as the TR Board agrees to be necessary or desirable so as to enable the Company to pay such Equivalent Distribution to holders of Ordinary Shares in accordance with the other provisions of this Article 41.
41.3	Timing of Cash Distribution
	The Board of Directors shall insofar as is practicable:

41.3.1	co-ordinate with the TR Corporation Board to agree to the amount of any Equivalent Distributions;
41.3.2	co-ordinate with the TR Corporation Board to agree the basis of exchange rates on which the amounts of any Equivalent Distributions shall be calculated;
41.3.3	co-ordinate with the TR Corporation Board to ensure that the record dates for receipt of Equivalent Distributions are as close in time as is practicable to the record dates for cash Distributions to the holders of Ordinary Shares; and
41.3.4	generally co-ordinate with the TR Corporation Board regarding the timing of all other aspects of the payment or making of any Equivalent Distributions.

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42.	DIVIDEND PAYMENTS
42.1	Directors may declare and pay fixed and interim dividends
	If and so far as the Directors determine that the profits of the Company justify such payments, the Directors may declare and pay fixed dividends on any class of shares carrying a fixed dividend expressed to be payable on fixed dates half yearly or on the dates prescribed for the payment thereof and may also from time to time declare and pay interim dividends on shares of any class of such amounts and on such dates and in respect of such periods as they think fit.
42.2	Dividends to be paid pro rata to amounts paid on shares
	Unless and to the extent that the rights attached to any shares or the terms of issue thereof otherwise provide, all dividends shall (as regards any shares not fully paid throughout the period in respect of which the dividend is paid) be apportioned and paid pro rata according to the amounts paid on the shares during any portion or portions of the period in respect of which the dividend is paid. For the purposes of this Article no amount paid on a share in advance of calls shall be treated as paid on the share.
42.3	Directors may pay dividends to ADR Custodians and shareholders in currencies other than sterling
	The Directors may at their discretion make provision to enable such ADR Custodian and/or shareholder as they shall from time to time determine to receive dividends duly declared in a currency or currencies other than sterling.
42.4	Distributable reserves
	No dividend shall be paid otherwise than out of profits available for distributions under the provisions of the Applicable Laws.
42.5	Pre-acquisition profits distributable
	Subject to the provisions of the Applicable Laws, where any asset, business or property is bought by the Company as from a past date the profits and losses thereof as from such date may at the discretion of the Directors in whole or in part be carried to revenue account and treated for all purposes as profits or losses of the Company. Subject as aforesaid, if any shares or securities are purchased cum dividend or interest, such dividend or interest may at the discretion of the Directors be treated as revenue and it shall not be obligatory to capitalise the same or any part thereof.
42.6	No dividends to bear interest against the Company
	No dividend or other moneys payable on or in respect of a share shall bear interest as against the Company.

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42.7	Directors may make deductions from dividends
	The Directors may deduct from any dividend or other moneys payable on or in respect of a share all sums of money (if any) presently due and payable by the holder thereof to the Company on account of calls or otherwise.
42.8	Directors may retain dividends on shares of persons entitled by operation of law pending registration
	The Directors may retain the dividends payable upon shares in respect of which any person is under the provisions as to the transmission of shares hereinbefore contained entitled to become a shareholder, or which any person is under those provisions entitled to transfer, until such person shall become a shareholder in respect of such shares or shall transfer the same.
42.9	Waivers of dividends
	The waiver in whole or in part of any dividend on any share by any document (whether or not under seal) shall be effective only if such document is signed by the shareholder (or the person entitled to the share in consequence of the death or bankruptcy of the holder) and delivered to the Company and if or to the extent that the same is accepted as such or acted upon by the Company.
42.10	Directors may pay dividends in kind
	The Company may with the prior written consent of the holder of the Reuters Founders Share and upon the recommendation of the Directors by Ordinary Resolution direct payment of a dividend in whole or in part by the distribution of specific assets (and in particular of paid-up shares or debentures of any other company) and the Directors shall give effect to such resolution. Where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional certificates, may fix the value for distribution of such specific assets or any part thereof, may determine that cash payments shall be made to any shareholders upon the footing of the value so fixed in order to adjust the rights of all parties and may vest any such specific assets in trustees as may seem expedient to the Directors.
42.11	Payment of foreign currency dividends to ADR Custodians
	Where an ADR Custodian approved by the Directors for the purposes of this Article has elected or agreed pursuant to provision made under these Articles to receive dividends in a foreign currency, the Directors may in their discretion approve the entering into of arrangements with such ADR Custodian to enable payment of the dividend to be made to such ADR Custodian in such foreign currency for value on the date on which the relevant dividend is paid, or such later date as the Directors may determine.
42.12	Receipts for dividends to joint holders

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	If two or more persons are registered as joint holders of any share, or are entitled jointly to a share in consequence of the death or bankruptcy of the holder, any one of them may give effectual receipts for any dividend or other moneys payable or property distributable on or in respect of the share.
42.13	Dividend resolution may specify record date at any time
	Any resolution declaring a dividend on shares of any class, whether a resolution of the Company in general meeting or a resolution of the Directors, may specify that the same shall be payable to the persons registered as the holders of such shares at the close of business on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon the dividend shall be payable to them in accordance with their respective holdings so registered, but without prejudice to the respective rights of transferors and transferees of any such shares in respect of such dividend.
42.14	Cheques
	A dividend payable in money shall be paid by cheque to the order of each registered holder of shares of the class or series in respect of which it has been declared and mailed by prepaid ordinary mail to such registered holder at the address of such holder in the Register, unless such holder otherwise directs. In the case of joint holders the cheque shall, unless such joint holders otherwise direct, be made payable to the order of the person whose name first appears in the Register in respect of such shares. The mailing of such cheque as aforesaid, unless the same is not paid on due presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Company is required to and does withhold.
42.15	Non-receipt of cheques
	In the event of non-receipt of any dividend cheque by the person to whom it is sent as aforesaid, the Company shall issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as the Board of Directors may from time to time prescribe, whether generally or in any particular case.
42.16	Unclaimed dividends
	Any dividend unclaimed after a period of six years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Company.
43.	CAPITALISATION OF PROFITS AND RESERVES
	Subject to Applicable Laws, the Directors may, with the sanction of an Ordinary Resolution of the Company, capitalise any sum standing to the credit of any of the Company’s reserve accounts (including any share premium account, capital redemption reserve, revaluation reserve pursuant to Schedule 4 to the CA 1985 or

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	other undistributable reserve) or any sum standing to the credit of any profit and loss account by appropriating such sum to the holders of each class of shares on the Register at the close of business on the date of the Resolution (or such other date as may be specified therein or determined as therein provided) in proportion to their then holdings of shares of that class and applying such sum on their behalf in paying up in full, subject to any special rights previously conferred on any shares or class of share for the time being issued and subject to the other provisions of these Articles, unissued shares of that class for allotment and distribution credited as fully paid up to and amongst them as bonus shares in the proportion aforesaid but so that such provisions shall not apply in respect of the Reuters Founders Share. Any Ordinary Resolution proposed pursuant to this Article may stipulate that an allotment of bonus shares shall not be made to the Company in respect of shares held by the Company as treasury shares and, in that event, no bonus shares shall be allotted to the Company in respect of those shares and those shares shall be disregarded for the purposes of calculating proportions of holdings of shares under this Article. The Directors may do all acts and things considered necessary or expedient to give effect to any such capitalisation, with full power to the Directors to make such provisions as they think fit for any fractional entitlements which would arise on the basis aforesaid (including provisions whereby fractional entitlements are disregarded or the benefit thereof accrues to the Company rather than to the shareholders concerned). The Directors may authorise any person to enter on behalf of the shareholders interested into an agreement with the Company providing for any such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.
44.	SCRIP DIVIDENDS
44.1	Directors may offer shares in lieu of dividends with authority of Ordinary Resolution
	The Directors may, with the prior sanction of an Ordinary Resolution of the Company, offer the holders of Ordinary Shares the right to elect to receive in respect of all or part of their holding of Ordinary Shares, additional Ordinary Shares credited as fully paid (“additional Ordinary Shares”) instead of cash in respect of all or part of such dividend or dividends and (subject as hereinafter provided) upon such terms and conditions and in such manner as may be specified in such Ordinary Resolution.
44.2	Period and other terms of authority for scrip dividends
	The said Ordinary Resolution may specify that such right to elect shall apply in respect of all or part of a particular dividend or in respect of all or any dividends (or any part of such dividends) declared or paid within a specified period but such period may not end later than the date of the fifth annual general meeting next following the date of the general meeting at which such Ordinary Resolution is passed, subject nevertheless to the provisions of the Applicable Laws and provided nevertheless that the Directors may, if they determine that it shall be expedient,

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	suspend or terminate (whether temporarily or otherwise) such right to elect and may do such acts and things considered necessary or expedient with regard to, or in order to effect, any such suspension or termination.
44.3	Offer to be communicated to shareholders
	When such right to elect is to be offered to holders of Ordinary Shares pursuant to this Article, the Directors shall notify such holders of the said right and shall make available or provide to such holders forms or other method of election (in such form as the Directors may approve) whereby such holders may exercise such right.
44.4	Number of shares to which shareholders entitled
	Each holder of Ordinary Shares who elects to receive additional Ordinary Shares shall be entitled to receive such number of additional Ordinary Shares, calculated at the Relevant Price for each such share, as is nearly as possible equal to (but not in excess of) the cash amount of the relevant dividend which such holder would otherwise have received. For the purposes of this Article, the “Relevant Price” of an additional Ordinary Share shall be such price as is equal to the weighted-average price of the Ordinary Shares of the Company, ascertained by reference to the Daily Official List of the London Stock Exchange during the five trading days immediately preceding the record date for each dividend payment.
44.5	No fractional entitlements
	The basis of allotment shall be such that no shareholder may receive a fraction of an Ordinary Share. The Directors may make such provisions as they may think fit for any fractional entitlements which may or would arise (including provisions whereby fractional entitlements are disregarded or the benefit thereof accrues to the Company rather than to the shareholders concerned).
44.6	Directors may capitalise profits and reserves for issue of scrip dividends
	Subject to any right of the Directors to retain any dividend or other moneys payable on or in respect of shares pursuant to these Articles, the cash amount of a dividend on or in respect of an Ordinary Share in respect whereof the holder thereof has made an election pursuant to this Article shall not be payable and in lieu thereof additional Ordinary Shares shall be allotted to such holders on the basis of allotment hereinbefore specified. For such purpose, the Directors may (without prejudice to their powers under Article 43) capitalise out of such of the sums standing to the credit of any of the Company’s reserve accounts (including any share premium account, capital redemption reserve or any other undistributable reserve) or any of the profits available for distribution under the provisions of the Applicable Laws which would otherwise have been applied in paying dividends in cash as the Directors may determine a sum equal to the aggregate nominal amount of the additional Ordinary Shares to be so allotted and shall apply the same in paying up in full the appropriate number of unissued Ordinary Shares for allotment and distribution credited as fully paid to and amongst the relevant holders of

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	Ordinary Shares. The Directors may do all acts and things considered necessary or expedient to give effect to any such capitalisation with full power to the Directors to make such provisions as they think fit for any fractional entitlements which would or might arise (including provisions whereby fractional entitlements are disregarded or the benefit thereof accrues to the Company rather than to the shareholders concerned). The Directors may authorise any person to enter on behalf of all the shareholders interested into an agreement with the Company providing for any such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.
44.7	Scrip dividend shares to rank pari passu with existing shares
	The additional Ordinary Shares so allotted shall rank pari passu in all respects with the fully paid Ordinary Shares then in issue save only as regards participation in the relevant dividend (or share election in lieu).
44.8	Directors may determine terms and conditions of offers of scrip dividends
	Without prejudice to (but notwithstanding) the foregoing provisions of this Article, the Directors may on any occasion determine that such rights of election shall be subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to any legal or practical problems under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory.
45.	ACCOUNTS
45.1	Accounting records to be kept at Office; shareholders’ right of inspection
	Accounting records sufficient to show and explain the Company’s transactions and otherwise complying with the Applicable Laws shall be kept at the Office, or at such other place as the Directors think fit, and shall always be open to inspection by the officers of the Company. Subject as aforesaid no shareholder of the Company or other person shall have any right of inspecting any account or book or document of the Company except as conferred by Applicable Laws or ordered by a court of competent jurisdiction or authorised by the Directors.
45.2	Balance sheets and profit and loss accounts to be sent to shareholders and others
	A copy of every balance sheet and profit and loss account which is to be laid before a general meeting of the Company (including every document required by law to be comprised therein or attached or annexed thereto) shall not less than 21 days before the date of the meeting be sent to every shareholder of, and every holder of debentures of, the Company and to every other person who is entitled to receive notices of meetings from the Company under the provisions of the Applicable Laws or of these Articles provided that this Article shall not require a copy of these documents to be sent to more than one of joint holders or to any person of whose

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	address the Company is not aware, but any shareholder or holder of debentures to whom a copy of these documents has not been sent shall be entitled to receive a copy free of charge on application at the Office and provided further that if the Applicable Laws so permit the Company need not send copies of such documents to shareholders who do not wish to receive them but may send them such summary financial statement or other documents as may be authorised by the Applicable Laws. If all or any of the shares or debentures of the Company shall for the time being be listed or dealt in on the London Stock Exchange there shall be forwarded to the appropriate officer of the London Stock Exchange such number of copies of such documents as may from time to time be required under its articles or practice. For the purposes of this Article references to a document being sent include using electronic form and electronic means and publication on a website in accordance with the CA 2006 and the Applicable Laws.
46.	AUDITORS
46.1	Validity of acts of auditors
	Subject to the provisions of the Applicable Laws, all acts done by any person acting as an auditor shall, as regards all persons dealing in good faith with the Company, be valid, notwithstanding that there was some defect in his appointment or that he was at the time of his appointment not qualified for appointment or subsequently disqualified.
46.2	Auditors entitled to notice of and to attend and be heard at general meetings
	An auditor shall be entitled to attend any general meeting and to receive all notices of and other communications relating to any general meeting which any shareholder is entitled to receive and to be heard at any general meeting on any part of the business of the meeting which concerns him as auditor.
47.	COMMUNICATIONS
47.1	Mode of delivery of communications, when communications deemed delivered
	Any notice or document (including a share certificate) may be served on or delivered to any shareholder by the Company either personally or by sending it through the post in a prepaid cover addressed to such shareholder at his registered address, if any, within the United Kingdom supplied by him to the Company as his address for service of notices, or by delivering it to such address addressed as aforesaid. In the case of a shareholder holding Certificated Shares registered on a branch Register any such notice or document may be posted either in the United Kingdom or in the territory in which such branch Register is maintained. Where a notice or other document is served or sent by post, service or delivery shall be deemed to be effected at the expiration of 24 hours (or, where second class mail is employed, 48 hours) after the time when the cover containing the same is posted and in proving such service or delivery it shall be sufficient to prove that such cover

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	was properly addressed, stamped and posted. Provided always that every notice or other document which is required to be served or delivered, or capable of being delivered to the holder of the Reuters Founders Share shall, so long as the holder of the Reuters Founders Share has a registered address within 15 miles of Charing Cross, be personally delivered to the holder of the Reuters Founders Share at that address. The accidental failure to send, or the non receipt by any person entitled to any notice of or other document relating to any meeting or other proceeding shall not invalidate the relevant meeting or other proceeding, unless the person so entitled is the holder of the Reuters Founders Share. A notice or document (other than a notice or document to be served on or delivered to the holder of the Reuters Founders Share) not sent by post but left at a registered address or address for service in the United Kingdom is deemed to be given on the day it is left. Subject to the CA 2006, Applicable Laws and the provisions of this paragraph 47.1, a notice, document or other information may be given in electronic form by the Company to any shareholder to such address as may from time to time be authorised by the shareholder concerned or by making it available on a website and notifying the shareholder concerned, in such manner as he may from time to time authorise, that it has been so made available. The Company may rely on the provisions of paragraph 10, schedule 5 of the CA 2006 in relation to deemed agreement by shareholders of the Company to documents or information being sent or supplied by means of a website, where the conditions set out in paragraph 10(3) of such schedule are satisfied. If a notice or document is sent by the Company using a form of electronic means it is treated as being received 24 hours after the time it was sent. Proof that a notice contained in an electronic communication was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given. Any notice given electronically or otherwise in accordance with the CA 2006 or the Applicable Laws to or by the holder of the Reuters Founders Share pursuant to these Articles must also be given in writing and be delivered personally and will only be deemed delivered to the holder of the Reuters Founders Share for the purposes of this paragraph 47.1 when written notice would be deemed to be delivered in accordance with this Article.
47.2	Transferees and persons entitled by operation of law bound by notices in respect of shares pending registration
	A person who becomes entitled to a share by transmission, transfer or otherwise is bound by a notice in respect of that share (other than a notice served by the Company under section 793 of the CA 2006) which, before his name is entered in the Register, has been properly served on a person from whom he derives his title. A person who is entitled by transmission to a share, upon supplying the Company with an address for the purposes of communications by electronic means for the service of notices may, at the absolute discretion of the Board of Directors, have sent to him at such address any notice or document to which he would have been entitled if he were the holder of that share.
47.3	Notices to joint holders

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	Any notice given to that one of the joint holders of a share whose name stands first in the Register in respect of the share shall be sufficient notice to all the joint holders in their capacity as such.
47.4	Persons entitled following death or bankruptcy entitled to delivery of notices pending registration
	A person entitled to a share in consequence of the death or bankruptcy of a shareholder upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share, and upon supplying also an address within the United Kingdom for the service of notices, shall be entitled to have served upon or delivered to him at such address any notice or document to which the shareholder but for his death or bankruptcy would have been entitled, and such service or delivery shall for all purposes be deemed a sufficient service or delivery of such notice or document on all persons Interested (whether jointly with or as claiming through or under him) in the share. Alternatively, a person who is entitled to that shareholder’s shares by law and who proves this to the reasonable satisfaction of the Directors, can give the Company an address for the purposes of electronic communication. If this is done, notices or documents may be sent to him at that address, but, this will be at the absolute discretion of the Directors. Save as aforesaid any notice or document delivered or sent by post to or left at the address of any shareholder in pursuance of these Articles, shall, notwithstanding that such shareholder be then dead or bankrupt or in liquidation, and whether or not the Company has notice of his death or bankruptcy or liquidation, be deemed to have been duly served or delivered in respect of any share registered in the name of such shareholder as sole or first named joint holder.
47.5	Entitlement to receipt of notices
	A shareholder who has supplied to the Company an address (whether within or outside the United Kingdom) for the service of notices shall be entitled to receive notices from the Company; provided that the Directors may make such exclusions or other arrangements in relation to shareholders who have no registered address within the United Kingdom as they consider expedient in relation to legal or practical problems under the laws in any territory or the requirements of any relevant regulatory body or stock exchange.
47.6	Notices of general meetings by advertisement
	If at any time by reason of the suspension or curtailment of postal services within the United Kingdom the Company is unable effectively to convene a general meeting by notices sent through the post and/or by electronic means, a general meeting may be convened by a notice advertised on the same date in at least one national daily newspaper and such notice shall be deemed to have been duly served on all shareholders entitled thereto at noon on the day when the advertisement appears. In any such case the Company shall send confirmatory copies of the notice by post to those shareholders to whom notice cannot be given

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	by electronic means if at least seven days prior to the meeting the posting of notices to addresses throughout the United Kingdom again becomes practicable.
47.7	Serving for statutory requirements
	Nothing in any of the preceding six Articles shall affect any requirement of the Applicable Laws or of any other provision of these Articles that any particular offer, notice or other document be served in any particular manner.
48.	LIQUIDATION
	If the Board of Directors determines that the Company is, or is likely to become, insolvent (whether or not a receiver, receiver and manager, provisional liquidator or liquidator, trustee in bankruptcy, monitor or other similar person has been appointed or a mortgagee or other secured creditor has taken possession of the property of the Company), the Board of Directors shall immediately give notice to TR Corporation of such fact.
49.	WINDING UP
49.1	Directors may petition court for winding up with consent of holder of the Reuters Founders Share
	The Directors shall have power, with the prior consent in writing of the holder of the Reuters Founders Share (but not otherwise), to present to the Court a petition, in the name of and on behalf of the Company, for the Company to be wound up.
49.2	Directors may distribute assets in kind on a winding up
	If the Company shall be wound up (whether the liquidation is voluntary, under supervision, or by the court) the Liquidator may, with the authority of a Special Resolution, divide among the shareholders in specie or in kind the whole or any part of the assets of the Company and whether or not the assets shall consist of property of one kind or shall consist of properties of different kinds, and may for such purpose set such value as he deems fair upon any one or more class or classes of property and may determine how such division shall be carried out as between the shareholders or different classes of shareholders. The Liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of shareholders as the Liquidator with the like authority shall think fit, and the liquidation of the Company may be closed and the Company dissolved. No contributory shall be compelled to accept any shares or other property in respect of which there is a liability.
50.	THOMSON REUTERS NEWS SERVICES
	The Press Association Limited, the Newspaper Publishers Association Limited, Australian Associated Press Pty Limited and New Zealand Press Association Limited shall be entitled to receive Thomson Reuters News Services upon payment

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of such consideration as may be agreed from time to time. Upon and subject to the terms of any such agreement:

50.1	The Press Association Limited shall be entitled to receive Thomson Reuters News Services for the use of its members, such use to be limited to the incorporation thereof in newspapers owned by such members or any Subsidiary of such members.
50.2	The Newspaper Publishers Association Limited shall be entitled to receive Thomson Reuters News Services for the use of its members, such use to be limited to the incorporation thereof in newspapers owned by such members or any Subsidiary of such members.
50.3	Australian Associated Press Pty Limited shall be entitled to receive Thomson Reuters News Services for the use of its members, such use to be limited to the incorporation thereof in newspapers owned by such members or any Subsidiary of such members.
50.4	New Zealand Press Association Limited shall be entitled to receive Thomson Reuters News Services for the use of its members, such use to be limited to the incorporation thereof in newspapers owned by such members or any Subsidiary of such members.

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EX-99.3

Exhibit 99.3

Draft Form

THOMSON REUTERS CORPORATION

— and —

THOMSON REUTERS PLC

EQUALIZATION AND GOVERNANCE AGREEMENT

April   , 2008

TABLE OF CONTENTS

		Page
1.	Definitions and Interpretation	1
	1.1    Definitions	1
	1.2    Interpretation	9
2.	DLC Operation	11
	2.1    DLC Operation Principles	11
	2.2    Indemnification of Directors	11
3.	DLC Equalization	11
	3.1    DLC Equalization Principle	11
	3.2    Qualifications	13
	3.3    No Matching Action Required	14
	3.4    Boards’ Decisions	15
4.	Cash Distributions	15
	4.1    Equivalent Distributions	15
	4.2    Equalization Payment	16
	4.3    Timing of Cash Distribution	16
5.	Joint Electorate Approvals	17
	5.1    Joint Electorate Actions	17
	5.2    Approvals of Joint Electorate Actions	18
6.	Separate Approvals of Class Rights Actions	18
	6.1    Class Rights Actions	18
	6.2    Approvals of Class Rights Actions	19
7.	Meetings and Voting	19
	7.1    Obligations to Convene Meetings	19
	7.2    Ballot	19
	7.3    Timing of Ballot	20
	7.4    Discretionary Matters	20
	7.5    Procedural Resolutions	20
	7.6    Voting Restrictions	21
8.	Take-Over Bids	21
	8.1    Equivalent Treatment Principle	21
	8.2    Qualifying Take-Over Bids	22
9.	Stock Exchanges	25
10.	Insolvency	25
	10.1    TR PLC Insolvency	25
	10.2    TR Corporation Insolvency	26
	10.3    Both Parties Insolvent	26

	10.4    Interpretation of Section 10	27
11.	Termination	27
12.	Personal Rights Only	28
	12.1    No Third Party Beneficiaries	28
	12.2    Personal Rights	28
13.	Issue of TR Corporation Equalization Share	28
14.	Issue of Special Voting Shares	28
15.	Relationship with Other Documents	29
16.	Miscellaneous	29
	16.1    Business Day	29
	16.2    Regulatory	29
	16.3    No Assignment	29
	16.4    No Waiver	29
	16.5    No Partnership	29
	16.6    Invalidity of Provisions	30
	16.7    Amendment	30
	16.8    Enurement	30
17.	Notices	30
18.	Counterparts	31
19.	Governing Law	31
20.	Submission to Jurisdiction	31
21.	Arbitration	31

ii

EQUALIZATION AND GOVERNANCE AGREEMENT

THIS AGREEMENT is made on April   , 2008 between:

(1)THOMSON REUTERS CORPORATION, an Ontario corporation having its registered office at Suite 2706, Toronto Dominion Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A1, Canada (“TR Corporation”); and

(2)THOMSON REUTERS PLC, a public limited company incorporated in England and Wales (Registered No. 6141013) having its registered office at First Floor, The Quadrangle, 180 Wardour Street, London, United Kingdom, W1A 4YG (“TR PLC”).

RECITALS:

(A)TR Corporation and Reuters are parties to the Implementation Agreement, pursuant to which TR Corporation has agreed to acquire Reuters by implementing the DLC Structure.

(B)Accordingly, TR Corporation and TR PLC have agreed that the implementation, management and operation of the TR Group shall be undertaken in accordance with the terms of this Agreement.

1.DEFINITIONS AND INTERPRETATION

1.1Definitions

In this Agreement, unless the context otherwise requires:

“Action” means, in relation to TR Corporation or TR PLC, any Distribution or action affecting the amount or nature of issued share capital of TR Corporation or TR PLC, including any offer by way of rights, bonus issue, sub-division or consolidation, repurchase or buy-back, or offer to purchase, or amendment of the rights of any Shares, or a series of one or more such actions;

“Affiliate” means, with respect to any Person, any Person that Controls such Person, is Controlled by such Person or is under common Control with such Person;

“Applicable Laws” means:

(a)any applicable law, statute, rule or regulation and any judgment, order, decree, licence, permit, directive or requirement of any Governmental Agency having jurisdiction over TR Corporation and/or TR PLC; and

(b)the rules, regulations, and guidelines of:

(i)any stock exchange or other trading market on which any shares or other securities or depositary receipts representing such shares or securities of either TR Corporation or TR PLC are listed, traded or quoted; and

(ii)any other body with which entities with securities listed or quoted on such exchanges customarily comply,

(but, if not having the force of law, only if compliance with such directives, requirements, rules, regulations or guidelines is in accordance with the general practice of Persons to whom they are intended to apply), in each case for the time being in force and taking account of all exemptions, waivers or variations from time to time applicable (in particular situations or generally) to TR Corporation or TR PLC, as the case may be;

“Associate”, where used to indicate a relationship with any Person, means:

(a)any issuer of which such Person beneficially owns or controls, directly or indirectly, voting securities carrying more than 10 per cent of the voting rights attached to all voting securities of the issuer for the time being outstanding;

(b)any partner of that Person;

(c)any trust or estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar capacity;

(d)any relative of that Person who resides in the same home as that Person;

(e)any Person who resides in the same home as that Person and to whom that Person is married or with whom that Person is living in a conjugal relationship outside marriage; or

(f)any relative of a Person mentioned in clause (e) above who has the same home as that Person;

“Beneficial Ownership”, with respect to any securities, means direct or indirect beneficial ownership of, or control or direction over, those securities; and the words “Beneficial Owner” and “Beneficially Own” and similar words have corresponding meanings;

“Board” means the TR Corporation Board or the TR PLC Board as the context may require, and “Boards” means, collectively, the TR Corporation Board and the TR PLC Board;

“Business Day” means a day (other than a Saturday or Sunday) on which banks are generally open for business in the City of Toronto, New York and London;

“Class Rights Action” means any of the actions listed in Section 6.1;

“Completion” means the time at which the steps set out in Section 6.2 of the Implementation Agreement have been completed;

2

“Control” means:

(a)when applied to the relationship between a Person and a corporation, the beneficial ownership by such Person (in the case of TR Corporation or TR PLC, either alone or together with TR PLC and TR Corporation, respectively) at the relevant time of shares of such corporation carrying more than the greater of (i) 50 per cent of the voting rights ordinarily exercisable at meetings of shareholders of such corporation and (ii) the percentage of voting rights ordinarily exercisable at meetings of shareholders of such corporation that is sufficient to elect a majority of the directors of such corporation; and

(b)when applied to the relationship between a Person and a partnership, joint venture or other unincorporated entity, the beneficial ownership by such Person (in the case of TR Corporation or TR PLC, either alone or together with TR PLC and TR Corporation, respectively) at the relevant time of more than 50 per cent of the ownership interests of the partnership, joint venture or other unincorporated entity in circumstances where it can reasonably be expected that such Person directs or has the power to direct the affairs of the partnership, joint venture or other unincorporated entity;

and the words “Controlled by”, “Controlling” and “under common Control with” and similar words have corresponding meanings; provided that a Person who Controls a corporation, partnership, joint venture or other unincorporated entity (the “second-mentioned Person”) shall be deemed to Control a corporation, partnership, joint venture or other unincorporated entity which is Controlled by the second-mentioned Person and so on;

“Convertible Securities” means any securities (including rights, warrants and options) carrying any purchase, exercise, conversion or exchange rights, pursuant to which the holder of such securities may acquire voting securities or other securities convertible into or exercisable or exchangeable for voting securities (in each case, whether such right is exercisable immediately or after a specified period and whether or not on condition or the happening of any contingency);

“Cross-Guarantees” means, collectively, the TR Corporation Guarantee and the TR PLC Guarantee;

“Disputes” has the meaning given in Section 21(A);

“Distribution” means, in relation to TR Corporation or TR PLC, any dividend or other distribution, whether of income or capital, and in cash or any other form, made by such company or any of its Subsidiaries to the holders of such company’s Shares;

“DLC Equalization Principle” means the principles set out in Section 3, in particular Section 3.1;

3

“DLC Structure” means the dual listed company structure effected pursuant to this Agreement and the transactions contemplated hereby, including the Special Voting Share Agreement, the TR Corporation Articles and By-Laws, the TR PLC Memorandum and Articles and the Cross-Guarantees;

“Economic Equivalence” has the meaning given in Section 10.4(B);

“Equalization Ratio” means, at any time, the ratio of (i) one to (ii) the TR PLC Equivalent Number at such time;

“equity equivalents” has the meaning given in Section 3.3(C);

“Equivalent Distribution” has the meaning given in Section 4.1(A);

“Final Award” has the meaning given in Section 21(F);

“Governmental Agency” means a court of competent jurisdiction, any government or any governmental, regulatory, self-regulatory or administrative authority, agency, commission, body or other governmental entity and shall include any relevant competition authorities, the UK Panel on Takeovers and Mergers, the European Commission, the London Stock Exchange, the UK Listing Authority, the Canadian securities regulatory authorities, the TSX, the U.S. Securities and Exchange Commission, the NYSE and NASDAQ;

“Group” means, in relation to TR Corporation, the TR Corporation Group or, in relation to TR PLC, the TR PLC Group, as the context requires;

“Implementation Agreement” means the Implementation Agreement entered into between TR Corporation, Reuters, The Woodbridge Company Limited and TR PLC dated May 15, 2007;

“Insolvency Notice” means, in relation to TR PLC, the notice that it shall provide to TR Corporation pursuant to Section 10.1(A) and, in relation to TR Corporation, the notice that it shall provide to TR PLC pursuant to Section 10.2;

“Insolvency Notice Date”means the date a party receives or is deemed to receive an Insolvency Notice from the other party;

“Interest”, save for the purposes of Section 7.6, has the meaning given in Section 8.2.1(E);

“Joint Electorate Action” has the meaning given in Section 5.1;

“Liquidation” means, with respect to either TR Corporation or TR PLC, any liquidation, winding up, receivership, dissolution, insolvency or equivalent or analogous proceedings pursuant to which the assets of such company will be liquidated and distributed to creditors and other holders of provable claims against such company;

4

“London Stock Exchange” means the London Stock Exchange plc;

“Market Capitalization”, in relation to TR Corporation, means the total value of all issued TR Corporation Common Shares (determined by reference to the closing price of those shares on the relevant day on the stock exchange on which it has its highest daily average trading volume over the 30 trading days prior to such day);

“Matching Action” means, in relation to an Action of TR Corporation (the “Primary Action”), an Action by TR PLC the overall effect of which, as determined by the Boards, is such that when taken together with the Primary Action, the economic benefits and voting rights in relation to Joint Electorate Actions of a holder of a TR PLC Ordinary Share relative to the rights of aholder of a TR Corporation Common Share are maintained in proportion to the then prevailing Equalization Ratio;

“NASDAQ” means the National Association of Security Dealers, Inc. Automated Quotations System;

“NYSE” means the New York Stock Exchange, Inc.;

“OBCA” means the Business Corporations Act (Ontario);

“Ordinary Resolution”, with respect to TR Corporation, has the meaning given in the OBCA, and, with respect to TR PLC, has the meaning given in the UK Companies Act;

“Permitted Bid Acquisition” has the meaning given in Section 8.2.1(F);

“Person” includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator, or other legal representative;

“Procedural Resolutions” has the meaning given in Section 7.5;

“Proven Creditors”means all Persons that the liquidator or trustee in bankruptcy or similar person of TR PLC has established as ranking in priority to the holders of TR PLC Ordinary Shares and who would be entitled to a payment as a result of the liquidation, insolvency or bankruptcy of TR PLC;

“Qualifying Take-Over Bid” has the meaning given in Section 8.2.1(G);

“Reuters” means Reuters Group PLC, a public company incorporated in England and Wales (Registered No. 3296375) having its registered office at The Reuters Building, South Colonnade, Canary Wharf, London, E14 5EP, United Kingdom;

“Securities Intermediary” has the meaning attributed thereto in the Securities Transfer Act;

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“Securities Transfer Act”  means the Securities Transfer Act (Ontario);

“Shareholder Rights Plan” means a plan adopted by TR Corporation or TR PLC which provides for a distribution to all holders of its Shares and/or Shares of the other company of rights which entitle such holders (other than a Person in respect of whom TR Corporation and TR PLC are taking actions to procure a Qualifying Take-Over Bid pursuant to Section 8.1.3) to subscribe for or to purchase its Shares at a price which is substantially less than the market value thereof;

“Shares” means, in relation to TR Corporation, the TR Corporation Common Shares and,in relation to TR PLC, the TR PLC Ordinary Shares;

“Special Resolution”, with respect to TR Corporation, has the meaning given in the OBCA, and, with respect to TR PLC, has the meaning given in the UK Companies Act;

“Special Voting Share” means, in relation to TR Corporation, the TR Corporation Special Voting Share and, in relation to TR PLC, the TR PLC Special Voting Share;

“Special Voting Share Agreement” means the Special Voting Share Agreement, dated as of April   , 2008, by and among TR Corporation, TR PLC, the TR Corporation Special Voting Share Trustee and the TR PLC Special Voting Share Trustee relating, inter alia, to how each Special Voting Share is to be voted;

“Subsidiary”, with respect to any Person, means a Person Controlled by such Person;

“Take-Over Bid Thresholds” has the meaning given in Section 8.2.1(H);

“Tax” or “Taxes” means any taxes, levies, imposts, deductions, charges, withholdings or duties levied by any authority (including goods and services taxes, value added taxes and any other stamp and transaction duties) (together with any related interest, penalties, fines and expenses in connection with them);

“Tax Benefit” means any credit, rebate, exemption, deduction or benefit in respect of Tax available to any Person;

“Tribunal” has the meaning given in Section 21(C);

“Triggering Event” has the meaning given in Section 8.1.3;

“TR Corporation Articles” means the articles of incorporation of TR Corporation;

“TR Corporation Articles and By-Laws” means the TR Corporation Articles and the TR Corporation By-Laws;

“TR Corporation Board” means the board of directors of TR Corporation (or a duly authorized committee of the board of directors of TR Corporation) from time to time;

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“TR Corporation By-Laws” means the by-laws of TR Corporation;

“TR Corporation Common Shares” means the issued and outstanding common shares of TR Corporation from time to time, as the same may be subdivided or consolidated from time to time and any capital shares into which such common shares may be reclassified, converted or otherwise changed;

“TR Corporation Entrenched DLC Provisions” has the meaning given in the TR Corporation Articles;

“TR Corporation Equalization Share” means the equalization share in the capital of TR Corporation;

“TR Corporation Group” means, collectively, TR Corporation and its Subsidiaries from time to time, and a member of the TR Corporation Group means any one of them;

“TR Corporation Guarantee” means the deed of guarantee dated as of April   , 2008 between TR Corporation and TR PLC whereby TR Corporation agrees to guarantee certain obligations of TR PLC for the benefit of creditors of TR PLC;

“TR Corporation Special Voting Share” means the special voting share in TR Corporation;

“TR Corporation Special Voting Share Trust” means the trust created by the TR Corporation Special Voting Share Trust Deed;

“TR Corporation Special Voting Share Trustee” means Computershare Trust Company of Canada, as trustee of the TR Corporation Special Voting Share Trust, and includes any successor trustee of the TR Corporation Special Voting Share Trust;

“TR Corporation Special Voting Share Trust Deed” means the agreement dated as of April   , 2008 between TR Corporation, as settlor, and the TR Corporation Special Voting Share Trustee;

“TR Group” means, collectively, the TR Corporation Group and the TR PLC Group operating as a unified group pursuant to the DLC Structure;

“TR PLC ADS” means an American Depositary Share of TR PLC listed on NASDAQ, each of which represents six TR PLC Ordinary Shares;

“TR PLC Articles” means the articles of association of TR PLC;

“TR PLC Board” means the board of directors of TR PLC (or a duly authorized committee of the board of directors of TR PLC) from time to time;

“TR PLC Entrenched DLC Provisions” has the meaning given in the TR PLC Articles;

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“TR PLC Equivalent Number” means the number of TR PLC Ordinary Shares that enjoy equivalent rights to Distributions (calculated having regard to Section 3.2(A)) and voting rights in relation to Joint Electorate Actions as one TR Corporation Common Share.  Initially, the TR PLC Equivalent Number shall be one but shall be adjusted as provided in Section 3.  In all cases, the TR PLC Equivalent Number shall be rounded to four decimal places;

“TR PLC Group” means, collectively, TR PLC and its Subsidiaries from time to time, and a member of the TR PLC Group means any one of them;

“TR PLC Guarantee” means the deed of guarantee dated as of April   , 2008 between TR PLC and TR Corporation whereby TR PLC agrees to guarantee certain obligations of TR Corporation for the benefit of creditors of TR Corporation;

“TR PLC Memorandum” means the memorandum of association of TR PLC;

“TR PLC Memorandum and Articles” means the TR PLC Memorandum and the TR PLC Articles;

“TR PLC Ordinary Shares” means the issued and outstanding ordinary shares in TR PLC from time to time (including the TR PLC Ordinary Shares underlying each TR PLC ADS), as the same may be subdivided or consolidated from time to time and any capital shares into which such ordinary shares may be reclassified, converted or otherwise changed;

“TR PLC Special Voting Share” means the special voting share of £500,000 (five hundred thousand pounds) in TR PLC;

“TR PLC Special Voting Share Trust” means the trust created by the TR PLC Special Voting Share Trust Deed;

“TR PLC Special Voting Share Trustee” means Computershare Trust Company of Canada, as trustee of the TR PLC Special Voting Share Trust, and includes any successor trustee of the TR PLC Special Voting Share Trust;

“TR PLC Special Voting Share Trust Deed” means the agreement dated as of April   , 2008 between TR Corporation, as settlor, and the TR PLC Special Voting Share Trustee;

“TR Shareholders” means, collectively, the holders of TR Corporation Common Shares and the holders of TR PLC Ordinary Shares;

“TSX” means the Toronto Stock Exchange;

“UK City Code” means the UK City Code on Takeovers and Mergers;

“UK Companies Act” means the UK Companies Act 2006;

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“UK Listing Authority” means the Financial Services Authority in its capacity as competent authority for the purposes of Part VI of the UK Financial Services and Markets Act 2000;

“Unadjusted Action” has the meaning given in Section 3.2(B);

“Voting Shares” means:

(a)in relation to TR Corporation, TR Corporation Common Shares and, at any particular time, any other securities of TR Corporation (excluding debt securities, the TR Corporation Special Voting Share and the Reuters founders share in the capital of TR Corporation) carrying at that time a voting right ordinarily exercisable at meetings of shareholders either under all circumstances or under some circumstances that have occurred and are continuing; and

(b)in relation to TR PLC, TR PLC Ordinary Shares and, at any particular time, any other securities of TR PLC (excluding debt securities, the TR PLC Special Voting Share and the Reuters founders share in the capital of TR PLC) carrying at that time a voting right ordinarily exercisable at meetings of shareholders either under all circumstances or under some circumstances that have occurred and are continuing; and

“Wholly-Owned Subsidiary”, with respect to any Person, means any Subsidiary of which that Person at the time of determination, directly and/or indirectly, through one or more other Subsidiaries, Beneficially Owns and/or is Interested in 100% of the Voting Shares of such Subsidiary.

1.2Interpretation

Headings are for convenience only and do not affect interpretation. The following rules of interpretation apply unless the context requires otherwise.

(A)The singular includes the plural and conversely.

(B)One gender includes all genders.

(C)Where a word or phrase is defined, its other grammatical forms have a corresponding meaning.

(D)A reference to a Section is to a Section of this Agreement, unless otherwise indicated.

(E)A reference to any agreement or document is to that agreement or document as amended, restated, supplemented, varied or replaced from time to time, except to the extent expressly provided otherwise by this Agreement.

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(F)A reference to any legislation (including any listing rules of a stock exchange or voluntary codes) or to any provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it and all rules and regulations and statutory instruments issued under it.

(G)“Written”, “writing” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a  visible form.

(H)Mentioning anything after “include”, “includes”, or “including” does not limit what else might be included. Where particular words are followed by general words, the general words are not limited by the particular.

(I)A reference to a body, other than a party to this Agreement (including any Governmental Agency), whether statutory or not:

(i)which ceases to exist; or

(ii)whose powers or functions are transferred to another body,

is a reference to the body which replaces it or which substantially succeeds to its powers or functions.

(J)All references to “time” are to the local time in the place where the relevant obligation is to be performed or right exercised.

(K)References to “US$” are to United States dollars and to “£” and “pound” are to British pounds sterling.

(L)References to an offer or distribution by way of rights by TR Corporation or TR PLC are to any type of offer or distribution (whether renounceable or non-renounceable) made by such company to the holders of its Shares and/or Shares of the other company in proportion as nearly as may be to their respective holdings of such Shares at the relevant time subject to such exclusions or other arrangements as the relevant Board may deem necessary or expedient in relation to fractional entitlements or legal or practical difficulties with making the offer or distribution under any Applicable Laws of or in any jurisdiction.

(M)References to “party” or “parties” in this Agreement includes the party’s or parties’ successors and permitted assigns.

(N)Any determinations or decisions made by the Boards pursuant to this Agreement shall be final and binding.

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2.DLC OPERATION

2.1DLC Operation Principles

TR Corporation and TR PLC agree that the following principles are essential to the implementation, management and operation of the DLC Structure:

(A)the TR Corporation Group and the TR PLC Group shall operate as a unified group;

(B)the Boards shall comprise exactly the same individuals and the executive management of TR Corporation and TR PLC shall comprise exactly the same individuals; and

(C)the directors of TR Corporation and TR PLC shall, in addition to their duties to the company concerned, have regard to, and take into account in the exercise of their powers, the best interests of the other company and of both the holders of TR Corporation Common Shares and the holders of TR PLC Ordinary Shares.

Each of TR Corporation and TR PLC shall therefore do (and shall, to the extent it is legally permitted to do so, cause each member of its Group to do) all acts and things necessary and within their respective powers to observe and implement such principles.

2.2Indemnification of Directors

Each of TR Corporation and TR PLC shall take all actions necessary or desirable to ensure that the directors of each company shall be indemnified by such company and the other company for any acts or omissions by such directors in their capacity as a director of such company to the extent permitted by Applicable Laws.

3.DLC EQUALIZATION

3.1DLC Equalization Principle

3.1.1Subject to Section 3.2, the following shall be observed in relation to the rights of the TR PLC Ordinary Shares and the TR Corporation Common Shares:

(A)the Equalization Ratio shall govern the economic rights of one TR PLC Ordinary Share relative to one TR Corporation Common Share and the relative voting rights of one TR PLC Ordinary Share and one TR Corporation Common Share on Joint Electorate Actions so that, where the Equalization Ratio is 1:1, a holder of one TR PLC Ordinary Share shall, as far as practicable and in accordance with the terms of this Agreement:

(i)be entitled to receive Distributions equivalent to those of a holder of one TR Corporation Common Share; and

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(ii)enjoy equivalent rights as to voting in relation to Joint Electorate Actions as those of a holder of one TR Corporation Common Share,

and otherwise the economic rights, and voting rights in relation to Joint Electorate Actions, of a holder of one TR PLC Ordinary Share relative to a holder of one TR Corporation Common Share shall be in proportion to the then prevailing Equalization Ratio;

(B)if an Action proposed by TR Corporation is the payment of a cash Distribution, TR PLC shall take a Matching Action in accordance with Section 4 and, for greater certainty, no other Action; and

(C)in respect of any Action by TR Corporation that would provide a holder of a TR Corporation Common Share with an economic benefit, or an adjustment to its voting rights in relation to Joint Electorate Actions, or which would otherwise disadvantage a holder of a TR PLC Ordinary Share relative to a holder of a TR Corporation Common Share, and such Action is not a cash Distribution, then:

(i)unless the Boards determine in accordance with this Agreement that it is not appropriate or practicable, TR PLC shall undertake a Matching Action; or

(ii)if no Matching Action is to be undertaken by TR PLC, an appropriate adjustment to the Equalization Ratio shall be made,

in order to ensure that there is equitable treatment (having regard to the then prevailing Equalization Ratio) for a holder of one TR PLC Ordinary Share relative to a holder of one TR Corporation Common Share.  However, if, the Boards determine that it is not appropriate or practicable for TR PLC to undertake a Matching Action and that an adjustment to the Equalization Ratio would not be appropriate or practicable in relation to an Action, then such Action may be undertaken by TR Corporation only if it has been approved as a Class Rights Action in accordance with Section 6.2.

3.1.2Other than Matching Actions in accordance with Section 3.1.1(C) and Section 4.1(A), TR PLC shall not make any Distribution or take any other Action which would provide a holder of a TR PLC Ordinary Share with an economic benefit, or an adjustment to its voting rights in relation to Joint Electorate Actions, or which would otherwise disadvantage a holder of a TR Corporation Common Share relative to a holder of a TR PLC Ordinary Share.

3.1.3Subject to Section 3.1.1 and Section 3.1.2, the capital of the TR Group shall be deployed and managed in a way which the Boards consider most beneficial to the TR Group and, accordingly, assets may be transferred from any entity within the TR Group to any other entity within the TR Group without the approval of shareholders or creditors, regardless of the form of the transaction or the nature or value of assets transferred (including without limitation regardless of whether the

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transfer is a sale, lease or exchange of all or substantially all of the property of the transferor), and any such transfer is deemed to be in the ordinary course of business of each entity having an interest in the transfer. Any proposed sale, lease or exchange of all or substantially all of the property of the TR Group other than in the ordinary course of business of the TR Group must be approved as a Joint Electorate Action in accordance with Section 5.2 (including approval by a Special Resolution of TR Corporation).

3.2Qualifications

For the purposes of the DLC Equalization Principle, save where expressly otherwise provided:

(A)Distributions to the holders of TR Corporation Common Shares or TR PLC Ordinary Shares shall be calculated, and the economic rights of holders of TR Corporation Common Shares and TR PLC Ordinary Shares shall be determined, disregarding any Tax payable by or on behalf of, or any Tax Benefit arising to, such holders;

(B)where in respect of an Action:

(i)such Action by TR Corporation has not been approved as a Class Rights Action;

(ii)in the absence of such approval, such Action would require a Matching Action or adjustment to the Equalization Ratio by virtue of Section 3.1.1; and

(iii)the Boards consider that the effect of such Action upon the holder of a TR PLC Ordinary Share relative to its effect upon a holder of a TR Corporation Common Share is not material (as defined below),

then, subject to the next sentence, there shall be no requirement for a Matching Action, an adjustment to the Equalization Ratio or approval as a Class Rights Action in respect of such Action (an “Unadjusted Action”).  However, in considering the application of the DLC Equalization Principle to any Action the Boards shall take into account the effect of all prior Unadjusted Actions in deciding whether a Matching Action, an adjustment to the Equalization Ratio or approval as a Class Rights Action is appropriate and if any adjustment is made it shall take into account all such prior Unadjusted Actions.  For the purposes of this Section, an Action is “not material” if both:

(x)the Boards determine that the costs to TR PLC of taking a Matching Action or seeking approval as a Class Rights Action would be disproportionate to the effect of such Action upon the holders of TR PLC Ordinary Shares for whose benefit a Matching Action would otherwise be

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required in the absence of an adjustment to the Equalization Ratio or approval as a Class Rights Action; and

(y)the adjustment that would be required to be made to the Equalization Ratio would result in an adjustment to the Equalization Ratio of less than 0.1 per cent;

(C)the Boards shall have no obligation to take into account any fluctuations in exchange rates or in the market value of any securities or any other changes in circumstances arising after the time at which the Boards make a determination as to the form and value of any Matching Action or the calculation of any adjustment to the Equalization Ratio; and

(D)there shall be no need for the Boards to make any adjustments to the Equalization Ratio or to do or omit to do any other thing as a result of the Distribution, voting or other rights of any shareholders being suspended or curtailed pursuant to any provision of either the TR Corporation Articles and By-Laws or the TR PLC Memorandum and Articles, as the case may be.

3.3No Matching Action Required

Notwithstanding any other provision of this Section 3, no Matching Action or adjustment to the Equalization Ratio shall be required in respect of the following Actions, if taken by TR Corporation, and none of the following Actions, if taken by TR PLC, shall be prohibited under Section 3.1.2:

(A)any Action by TR Corporation which would not provide a holder of a TR Corporation Common Share with an economic benefit or an adjustment to its voting rights in relation to Joint Electorate Actions, or which would not otherwise disadvantage a holder of a TR PLC Ordinary Share relative to a holder of a TR Corporation Common Share;

(B)any Action by TR PLC which would not provide a holder of a TR PLC Ordinary Share with an economic benefit or an adjustment to its voting rights in relation to Joint Electorate Actions, or which would not otherwise disadvantage a holder of a TR Corporation Common Share relative to a holder of a TR PLC Ordinary Share;

(C)grants or issuances of equity securities, or securities convertible into, or exchangeable or exercisable for, equity securities (“equity equivalents”), under scrip dividend or dividend reinvestment plans or schemes where the market value of the equity securities or equity equivalents granted or issued (determined in the manner customary for such plans or schemes in the jurisdictions in which they operate) is equal to, or less than, the cash amount of the dividend waived or reinvested;

(D)grants or issuances of equity securities or equity equivalents pursuant to stock option, stock purchase or other security-based compensation or benefit plans or

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schemes to or on behalf of any one or more of the directors, officers, employees, consultants or other third party service providers (in their capacity as such) of such company or any of its Subsidiaries, which plans or schemes are either:

(i)in existence prior to the date of this Agreement; or

(ii)approved by the relevant Board and as otherwise required by Applicable Laws;

(E)other grants or issuances of equity securities or equity equivalents to any Person (other than an offer or distribution by way of rights), including for acquisitions;

(F)purchases, repurchases, buy-backs or redemptions of Shares (including a share cancellation in connection with a reduction of capital and purchases by one company of Shares of the other company) as follows:

(i)purchases, repurchases and buy-backs in the normal course in the open market in compliance with Applicable Laws;

(ii)(other than under the preceding subsection (i)) purchases, repurchases and buy-backs at or below the market value of such Shares (1) in the case of transactions made at a fixed price, on the date on which such purchase, repurchase or buy-back is announced or the trading day immediately prior thereto; or (2) otherwise, on the date on which such purchase, repurchase or buy-back is made or the trading day immediately prior thereto; and

(iii)purchases, repurchases and buy-backs pursuant to a pro rata offer to the TR Shareholders at the same amount of premium to the market value of the relevant Shares (as adjusted by the Equalization Ratio);

(G)the issue of the TR Corporation Equalization Share by TR Corporation in accordance with Section 13 and the issue of any other equalization shares by any Subsidiaries of TR Corporation to TR PLC or any of its Subsidiaries; and

(H)any transaction that is subject to Section 11.1.3.

3.4Boards’ Decisions

The Boards shall co-operate in deciding what (if any) Actions or Matching Actions to undertake.

4.CASH DISTRIBUTIONS

4.1Equivalent Distributions

(A)Subject to Sections 4.1(B), (C) and (D), 4.2 and 4.3, and notwithstanding Section 3.2(B), if TR Corporation declares or otherwise becomes obligated or proposes to

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pay or pays a cash Distribution to holders of TR Corporation Common Shares, then TR PLC shall declare or otherwise become obligated or propose to pay or pay a cash Distribution to holders of TR PLC Ordinary Shares that is a Matching Action (an “Equivalent Distribution”). For the avoidance of doubt, where the Equalization Ratio is 1:1, if TR Corporation declares a cash dividend in an amount per TR Corporation Common Share, TR PLC shall, in accordance with this Agreement, declare a cash dividend in an equivalent amount per TR PLC Ordinary Share.

(B)TR PLC shall not declare or otherwise become obligated or propose to pay or pay any cash Distribution in respect of TR PLC Ordinary Shares, other than an Equivalent Distribution in accordance with Section 4.1(A).

(C)Sections 3.1.1 and 3.1.2 shall not restrict either TR Corporation’s or TR PLC’s ability to offer to holders of its Shares the ability to receive further TR Corporation Common Shares or TR PLC Ordinary Shares, as the case may be, at market value in lieu of receiving the whole or any part of a cash Distribution.

(D)TR PLC shall not declare or otherwise become obligated or propose to pay or pay an Equivalent Distribution in respect of the cash Distribution in the amount of US$0.31747 per TR Corporation Common Share declared by TR Corporation and payable on May 1, 2008 to holders of TR Corporation Common Shares of record on April 16, 2008.

4.2Equalization Payment

If TR PLC is prohibited by Applicable Laws from declaring or otherwise becoming obligated or proposing to pay, or paying, or is otherwise unable to declare or otherwise become obligated or propose to pay or pay, all or any portion of an Equivalent Distribution, TR PLC and TR Corporation shall, so far as it is practicable to do so, enter into such transactions with each other as the Boards agree to be necessary or desirable so as to enable TR PLC to pay such Equivalent Distribution to holders of TR PLC Ordinary Shares in accordance with the other provisions of this Section 4.  For the avoidance of doubt, nothing in this Section 4.2 shall be construed as giving rise at any time (including upon a termination of this Agreement in accordance with Section 11 or upon the Liquidation of either TR Corporation or TR PLC) to an obligation on the part of TR PLC to make any payments, in cash or other form, to TR Corporation.

4.3Timing of Cash Distribution

The parties agree that, insofar as is practicable:

(A)the Boards shall agree the amount of the Equivalent Distribution to be made by TR PLC;

(B)cash Distributions to the holders of TR Corporation Common Shares or TR PLC Ordinary Shares shall be payable in the currency or currencies selected by the

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Boards and for purposes of determining an Equivalent Distribution, the amounts of such cash Distributions shall be calculated on the basis of exchange rates selected by the Boards;

(C)the TR PLC Board shall declare or otherwise become obligated or propose to pay the Equivalent Distribution at its Board meeting convened as close in time as practicable to the meeting of the TR Corporation Board at which the cash Distribution relating to such Equivalent Distribution is declared, becomes an obligation or is proposed to be paid;

(D)the TR PLC Board shall announce and pay the Equivalent Distribution as close in time as is practicable to the applicable TR Corporation cash Distribution;

(E)the Boards shall ensure that the record dates for receipt of a TR Corporation cash Distribution and TR PLC’s Equivalent Distribution are as close in time as is practicable; and

(F)the Boards shall generally co-ordinate the timing of all other aspects of the payment or making of a TR Corporation cash Distribution and TR PLC’s Equivalent Distribution.

5.JOINT ELECTORATE APPROVALS

5.1Joint Electorate Actions

5.1.1All actions put to shareholders of either TR Corporation or TR PLC, except for Class Rights Actions or Procedural Resolutions, shall be Joint Electorate Actions.

5.1.2For the avoidance of doubt, the following actions, if put to the holders of TR Corporation Common Shares or the holders of TR PLC Ordinary Shares, shall be put to the TR Shareholders as Joint Electorate Actions:

(A)the appointment, election, re-election or removal of any director of TR Corporation or TR PLC;

(B)to the extent such receipt or adoption is required by Applicable Laws, the receipt or adoption of the financial statements or accounts of TR Corporation or TR PLC, or financial statements or accounts prepared on a combined basis, other than any financial statements or accounts in respect of the period(s) ended prior to the date of Completion;

(C)a change of name of TR Corporation or TR PLC; and

(D)the appointment or removal of the auditors of TR Corporation or TR PLC.

5.1.3If a particular matter constitutes both a Joint Electorate Action and a Class Rights Action, it shall be treated as a Class Rights Action.

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5.2Approvals of Joint Electorate Actions

A Joint Electorate Action shall require approval by both:

(A)an Ordinary Resolution of TR Corporation (or, if the TR Corporation Articles and By-Laws, this Agreement or Applicable Laws require the action to be approved by a Special Resolution of the holders of the TR Corporation Common Shares, by a Special Resolution); and

(B)an Ordinary Resolution of TR PLC (or, if the TR PLC Memorandum and Articles or Applicable Laws require the action to be approved by a Special Resolution of the holders of the TR PLC Ordinary Shares, by a Special Resolution).

6.SEPARATE APPROVALS OF CLASS RIGHTS ACTIONS

6.1Class Rights Actions

Notwithstanding anything to the contrary contained in this Agreement, if either TR Corporation or TR PLC proposes to take any of the following actions:

(A)the voluntary Liquidation of such company;

(B)any adjustment to the Equalization Ratio other than an adjustment made pursuant to Section 3.1.1(C);

(C)any amendment to, or termination of (including, for the avoidance of doubt, the voluntary termination of), this Agreement, the Special Voting Share Agreement or the Cross-Guarantees, other than any amendment which is formal or technical in nature and which is not materially prejudicial to the interests of shareholders of TR Corporation or TR PLC or is necessary to correct any inconsistency or manifest error as may be agreed between the Boards;

(D)any amendment to, removal or alteration of the effect of (which shall include the ratification of any breach of) any of the TR Corporation Entrenched DLC Provisions or the TR PLC Entrenched DLC Provisions;

(E)a change in the corporate status of TR Corporation from a corporation existing under the OBCA with its primary listing on the TSX or the NYSE or of TR PLC from a public limited company incorporated in England and Wales with its primary listing on the Official List of the UK Listing Authority (unless such change occurs in connection with a termination of this Agreement in accordance with Section 11.1.1 or Section 11.1.2(B));

(F)any other action or matter the Boards determine (either in a particular case or generally) should be approved as a Class Rights Action because the interests of holders of TR Corporation Common Shares and holders of TR PLC Ordinary Shares may diverge; and

(G)any Action to be approved as a Class Rights Action pursuant to Section 3.1.1(C),

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each of them agrees with the other that it shall only take such action after such action has been approved by the Boards and as a Class Rights Action in accordance with this Section 6.

6.2Approvals of Class Rights Actions

A Class Rights Action shall require approval of each company:

(A)in the case of TR Corporation, by an Ordinary Resolution of TR Corporation (or, if the TR Corporation Articles and By-Laws or Applicable Laws require the action to be approved by a Special Resolution of the holders of the TR Corporation Common Shares, by a Special Resolution); and

(B)in the case of TR PLC, by an Ordinary Resolution of TR PLC (or, if the TR PLC Memorandum and Articles or Applicable Laws require the action to be approved by a Special Resolution of the holders of the TR PLC Ordinary Shares, by a Special Resolution).

7.MEETINGS AND VOTING

7.1Obligations to Convene Meetings

In relation to both Joint Electorate Actions and Class Rights Actions:

(A)the Boards of each of TR Corporation and TR PLC shall, as soon as practicable (except in the case of matters considered by shareholders at an annual meeting of TR Corporation or an annual general meeting of TR PLC), convene a meeting of its shareholders for the purpose of considering a resolution to approve the Joint Electorate Action or Class Rights Action;

(B)each party shall use its best efforts to ensure such meetings are held on dates as close together as is practicable; and

(C)the parties shall co-operate fully with each other in preparing resolutions, information circulars or statements, explanatory memoranda or any other information or material required in connection with the proposed Joint Electorate Action or Class Rights Action.

7.2Ballot

Subject to Section 7.5, each of TR Corporation and TR PLC agrees with the other that any resolution proposed at a meeting of its shareholders in relation to which the TR Corporation Special Voting Share Trustee or the TR PLC Special Voting Share Trustee, as the case may be, is or may be entitled to vote shall be decided on by a ballot (i.e., by tabulation of individual votes) and not, for the avoidance of doubt, on a show of hands.

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7.3Timing of Ballot

7.3.1TR Corporation agrees with TR PLC that any ballot in which the TR Corporation Special Voting Share Trustee is or may be entitled to vote shall  be kept open for such time as to allow the corresponding general meeting of TR PLC to be held and for the voting rights attaching to the TR Corporation Special Voting Share to be determined and exercised on such ballot, although such ballot may be closed earlier in respect of shares of other classes.

7.3.2TR PLC agrees with TR Corporation that any ballot in which the TR PLC Special Voting Share Trustee is or may be entitled to vote shall be kept open for such time as to allow the corresponding meeting of TR Corporation to be held and for the voting rights attaching to the TR PLC Special Voting Share to be determined and exercised on such ballot, although such ballot may be closed earlier in respect of shares of other classes.

7.4Discretionary Matters

The Boards may by agreement and subject to Applicable Laws:

(A)decide to seek the approval by Ordinary Resolution of the shareholders (or any class of shareholders) of either or both of TR Corporation and TR PLC for any matter that would not otherwise require such approval; or

(B)specify a higher vote threshold than the Ordinary Resolution that would otherwise be required pursuant to this Section 7.

7.5Procedural Resolutions

Notwithstanding anything to the contrary contained in this Agreement, resolutions of a procedural or technical nature put to shareholders at any meeting of TR Corporation or TR PLC, whether annual, general or otherwise (“Procedural Resolutions”) shall not constitute Joint Electorate Actions or Class Rights Actions and shall be voted on separately by the relevant company’s shareholders, and neither Special Voting Share shall have any voting rights on those resolutions. Procedural Resolutions include, without limitation, any resolution:

(A)that certain Persons be allowed to attend or be excluded from attending the meeting;

(B)that discussion be closed and the question put to the vote (provided no amendments have been raised);

(C)that the question under discussion not be put to the vote;

(D)to proceed with matters in an order other than that set out in the notice of the meeting;

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(E)to adjourn the debate (for example, to a subsequent meeting); and

(F)to adjourn the meeting.

7.6Voting Restrictions

Each of TR Corporation and TR PLC agrees that it shall procure that no voting rights for the time being attaching to any Shares in the other Beneficially Owned by it, or any member of its Group or in respect of which it, or any member of its Group, is Interested (as defined in paragraph 2.4.1(cc) of the TR PLC Articles), are exercised on any resolution put to any shareholders meeting of the other.

8.TAKE-OVER BIDS

8.1Equivalent Treatment Principle

8.1.1TR Corporation and TR PLC agree that it is essential to the implementation and operation of the DLC Structure that holders of TR Corporation Common Shares, on the one hand, and holders of TR PLC Ordinary Shares, on the other hand, be treated on an equivalent basis with respect to any take-over bid or similar transaction with respect to TR PLC Ordinary Shares or TR Corporation Common Shares.

8.1.2Neither TR Corporation nor TR PLC shall accept, approve or recommend, or propose publicly to approve or recommend, or enter into any agreement, arrangement or understanding with a third party related to, any take-over bid or similar transaction with respect to TR Corporation Common Shares or TR PLC Ordinary Shares unless such take-over bid or similar transaction constitutes a Qualifying Take-Over Bid.

8.1.3If at any time a Person offers to acquire or acquires one or more TR Corporation Common Shares and/or TR PLC Ordinary Shares and, after giving effect to such acquisition, such Person would Beneficially Own or Beneficially Owns or, as applicable, such Person would be Interested in or is Interested in, TR Corporation Common Shares and/or TR PLC Ordinary Shares in an amount equal to or in excess of any of the Take-Over Bid Thresholds (such offer or acquisition being a “Triggering Event”), TR Corporation and TR PLC shall, subject to Applicable Laws, take all actions within their control as are, in the view of the Boards, necessary or appropriate to procure that such Person make a Qualifying Take-Over Bid, including adopting a Shareholder Rights Plan and/or requesting that Governmental Agencies prohibit or otherwise prevent such offer or acquisition, unless:

(A)either prior to or simultaneously with the Triggering Event, such Person makes a Qualifying Take-Over Bid (and, in the event that such Qualifying Take-Over Bid was made prior to the Triggering Event, such Qualifying

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Take-Over Bid has not been withdrawn, abandoned or terminated prior to or simultaneously with the Triggering Event); or

(B)the Triggering Event was a Permitted Bid Acquisition.

8.1.4This Section 8 does not apply to offers to acquire or acquisitions of TR Corporation Common Shares or TR PLC Ordinary Shares, by either TR Corporation or TR PLC or any of their respective Subsidiaries.

8.1.5For avoidance of doubt, the provisions of this Section 8 shall not be interpreted to diminish, limit, restrict or otherwise affect in any way the right of the Boards to make a recommendation to accept or reject any take-over bid or similar transaction that constitutes a Qualifying Take-Over Bid.

8.2Qualifying Take-Over Bids

8.2.1In this Section 8:

(A)It is a question of fact as to whether a Person is acting jointly or in concert with another Person (the “first-mentioned Person”) and, without limiting the generality of the foregoing, the following shall be presumed to be acting jointly or in concert with the first-mentioned Person:

(i)every other Person who has any agreement, commitment or understanding, whether formal or informal, with the first-mentioned Person, or with any other Person acting jointly or in concert with the first-mentioned Person, to acquire or offer to acquire voting securities or securities convertible into or exchangeable for voting securities;

(ii)every other Person who, as a result of any agreement, commitment or understanding, whether formal or informal, with the first-mentioned Person, or with any other Person acting jointly or in concert with the first-mentioned Person, intends to exercise jointly or in concert with the first-mentioned Person or with any other Person acting jointly or in concert with the first-mentioned Person any voting rights attaching to any such securities; and

(iii)every Associate or Affiliate of the first-mentioned Person.

(B)Notwithstanding Section 8.2.1(A), a registered dealer acting solely in an agency capacity for the first-mentioned Person in connection with the acquisition of voting securities or securities convertible into or exchangeable for voting securities and not executing principal transactions for its own account in such securities or performing services beyond customary dealer’s functions shall not be presumed solely by reason of such agency relationship to be acting jointly or in concert with the first-mentioned Person.

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(C)A Person shall be deemed the “Beneficial Owner” of, and to have “Beneficial Ownership” of, and to “Beneficially Own”:

(i)any securities of which such Person or any of such Person’s Affiliates or Associates is the owner at law or in equity;

(ii)any securities of which such Person or any of such Person’s Affiliates or Associates has the right to become the owner at law or in equity, where such right is exercisable immediately or within 60 days of the date of the determination of Beneficial Ownership and whether or not on condition or the occurrence of any contingency or the making of any payment, upon the exercise of any conversion, exchange or purchase right attaching to Convertible Securities, or pursuant to any agreement, arrangement, pledge or understanding, written or oral (other than pursuant to pledges of securities in the ordinary course of business); and

(iii)any securities which are Beneficially Owned within the meaning of clauses (i) or (ii) by any other Person with whom such Person is acting jointly or in concert;

(D)Notwithstanding Section 8.2.1(C), a Person will not be deemed the “Beneficial Owner” of, or to have “Beneficial Ownership” of, or to “Beneficially Own”, any securities because:

(i)such Person is the registered holder of securities as a result of carrying on the business of or acting as a nominee of a securities depositary;

(ii)such Person is an underwriter or member of a banking group or selling group acting in such capacity that has become the Beneficial Owner of such securities pursuant to a prospectus or by way of private placement provided such Person does not Beneficially Own such securities for a period in excess of one year;

(iii)such Person holds such securities in its capacity as trustee of a trust under which such Person has no independent powers, discretions or responsibilities and must act on the instructions of the beneficiaries; or

(iv)such Person is acting as a Securities Intermediary in relation to such securities and does not exercise independent control or direction over such securities.

(E)“Interest” means, in relation to TR PLC Ordinary Shares, an interest in TR PLC Ordinary Shares within the meaning of the UK City Code and the words “Interested in” and similar words have corresponding meanings;

(F)“Permitted Bid Acquisition” means an offer to acquire or an acquisition of outstanding TR Corporation Common

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Shares and/or TR PLC Ordinary Shares made pursuant to an exemption from the take-over bid provisions of Applicable Laws, where the value of the consideration paid for any such TR Corporation Common Shares and/or TR PLC Ordinary Shares acquired is not in excess of the respective market values thereof at the date of acquisition;

(G)“Qualifying Take-Over Bid” means an offer or offers to acquire (by way of a take-over bid or similar transaction) all of the outstanding TR Corporation Common Shares and TR PLC Ordinary Shares (i) which are made in compliance with Applicable Laws, and (ii) which (provided that compliance with the following is not inconsistent with Applicable Laws):

(i)are made to all holders of TR Corporation Common Shares and TR PLC Ordinary Shares;

(ii)are undertaken with respect to the TR Corporation Common Shares and TR PLC Ordinary Shares at or about the same time; and

(iii)are equivalent (although not necessarily the same) in all material respects to the holders of TR Corporation Common Shares, on the one hand, and the holders of TR PLC Ordinary Shares, on the other hand, including with respect to:

(1)the consideration offered for such shares (taking into account exchange rates and the Equalization Ratio);

(2)the information provided to such holders;

(3)the time available to such holders to consider such offer; and

(4)the conditions to which the offers are subject.

(H)“Take-Over Bid Thresholds” means, at any time:

(i)Beneficial Ownership of 20 per cent or more of the outstanding TR Corporation Common Shares;

(ii)an Interest in 30 per cent or more of the outstanding TR PLC Ordinary Shares (taking into account TR PLC Ordinary Shares in which Persons acting in concert (within the meaning of the UK City Code) are Interested); or

(iii)an Interest in such number of outstanding TR Corporation Common Shares and/or TR PLC Ordinary Shares (taking into account TR Corporation Common Shares and/or TR PLC Ordinary Shares in which Persons acting in concert (within the meaning of the UK City Code) and Interested) to which are attached, in the aggregate (after giving effect

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to the Equalization Ratio), the right to cast 30 per cent or more of all votes entitled to be cast on a Joint Electorate Action by all shareholders of TR Corporation and TR PLC (excluding the holder of the TR Corporation Special Voting Share and the holder of the TR PLC Special Voting Share),

in each case calculated in accordance with Applicable Laws governing take-over bids.

9.STOCK EXCHANGES

Each of TR Corporation and TR PLC shall and so far as it is able shall ensure that each of its Subsidiaries shall, ensure that it is in a position to comply with obligations imposed on it by all stock exchanges on which either or both of the parties’ Shares (or other securities or depository receipts representing such Shares or securities) are from time to time listed, quoted or traded.

10.INSOLVENCY

10.1TR PLC Insolvency

Subject to Section 10.3,

(A)If TR PLC Board determines that TR PLC is, or is likely to become, insolvent (whether or not a receiver, receiver and manager, provisional liquidator or liquidator, trustee in bankruptcy, monitor or other similar Person has been appointed or a mortgagee or other secured creditor has taken possession of the property of TR PLC), the TR PLC Board shall immediately give an Insolvency Notice to TR Corporation of such fact.

(B)Upon receipt by TR Corporation of an Insolvency Notice, TR Corporation shall seek to ensure that the economic returns made or otherwise available to a holder of TR PLC Ordinary Shares relative to the economic returns available to a holder of TR Corporation Common Shares are in due proportion having regard to the Equalization Ratio (“Economic Equivalence”) by taking the steps set out in Sections 10.1(C) or (D).

(C)TR Corporation shall have the right at any time within 12 months from the Insolvency Notice Date either:

(i)irrevocably to offer to the holders of TR PLC Ordinary Shares  on the Insolvency Notice Date in consideration for the TR PLC Ordinary Shares such number of TR Corporation Common Shares pro rata to their holdings of TR PLC Ordinary Shares as is required to ensure that, after such issue, Economic Equivalence is achieved; or

(ii)to pay to a holder of TR PLC Ordinary Shares on the Insolvency Notice Date an amount equal to that proportion of the Market Capitalization of

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TR Corporation as at the Insolvency Notice Date such that the amount paid and the balance remaining ensure that Economic Equivalence is achieved.

(D)Unless TR Corporation has exercised its rights under Section 10.1(C), then, subject to Section 10.1(E), TR Corporation shall:

(i)within three months from the date that the liquidator of TR PLC has finally established the identity of and amounts owed to the Proven Creditors but in any event not earlier than the expiration of the period set out in Section 10.1(C), pay in full the Proven Creditors of TR PLC or pay to TR PLC, in trust for the Proven Creditors of TR PLC, the amount required to pay them in full and all other costs and expenses of the liquidation (including those of the liquidator); and

(ii)within one month thereafter pay to TR PLC an amount equal to that proportion of the total Market Capitalization of TR Corporation on the date all payments have been made pursuant to Section 10.1(D)(i) such that the amount paid and the balance remaining ensure that Economic Equivalence is achieved.

(E)To the extent required by Applicable Laws, payments under this Section 10.1 shall only be made by TR Corporation to the extent that after making such payment there will remain available to TR Corporation sufficient assets to pay all its debts as and when they become due and payable.

10.2TR Corporation Insolvency

If the TR Corporation Board determines that TR Corporation is, or is likely to become, insolvent (whether or not a receiver, receiver and manager, provisional liquidator or liquidator, trustee in bankruptcy, monitor or other similar Person has been appointed or a mortgagee or other secured creditor has taken possession of the property of TR Corporation), the TR Corporation Board shall immediately give an Insolvency Notice to TR PLC of such fact.

10.3Both Parties Insolvent

If each party has provided the other with an Insolvency Notice and if:

(A)TR Corporation has surplus assets available for distribution to the holders of TR Corporation Common Shares after payment of all debts due and payable; and

(B)the ratio of the surplus attributable to each TR PLC Ordinary Share to the surplus attributable to each TR Corporation Common Share is less than the Equalization Ratio,

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then, if relevant, TR Corporation must as soon as practicable pay to TR PLC (where possible) an amount which results in that ratio equaling the Equalization Ratio.

10.4Interpretation of Section 10

In this Section 10:

(A)The surplus assets of TR Corporation available for distribution to holders of TR Corporation Common Shares shall, for the purposes of Section 10.3, be calculated:

(i)before deduction of any amount in respect of Tax which may be deducted or withheld from the distribution by or on behalf of TR Corporation; but

(ii)net of any Tax payable by TR Corporation on the distribution to holders of TR Corporation Common Shares excluding, for the avoidance of doubt, any Tax within (i) above.

(B)“Economic Equivalence” shall be determined before deduction of any amount in respect of Tax which may be deducted or withheld in respect of any payment to a holder of Shares and disregarding any Tax payable by or on behalf of, or any Tax Benefit arising to, a holder of Shares.

(C)For the avoidance of doubt, nothing in this Section 10 shall be construed as giving rise to an obligation on the part of TR PLC to make any payment, in cash or any other form, to TR Corporation.

11.TERMINATION

11.1.1This Agreement shall automatically terminate upon either party becoming a Wholly-Owned Subsidiary of the other party or both parties becoming Wholly-Owned Subsidiaries of a third party.

11.1.2Either TR Corporation or TR PLC may terminate this Agreement:

(A)on the mutual agreement of both parties (upon approval as a Class Rights Action); or

(B)after all obligations under Section 10 have been satisfied.

11.1.3TR Corporation and TR PLC shall not proceed with any combination of the TR Corporation Group and the TR PLC Group into a single non dual listed group as a consequence of which the DLC Structure will be terminated unless the Boards agree on the terms upon which such termination should occur and consider those terms to be equitable to the interests of both the holders of the TR Corporation Common Shares and the holders of TR PLC Ordinary Shares, having regard to Section 2.1 and Section 3. For the avoidance of doubt, this Section 11.1.3 applies

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to a combination involving a successor company to TR Corporation or TR PLC but not to a combination involving a third party.

12.PERSONAL RIGHTS ONLY

12.1No Third Party Beneficiaries

Notwithstanding any possible inferences to the contrary, the parties to this Agreement intend that the provisions of this Agreement shall not create any right or cause of action in or on behalf of any Person who is not a party to this Agreement; and no Person other than the parties to this Agreement shall be entitled to enforce the provisions of this Agreement in any legal proceeding in any forum.

12.2Personal Rights

For the avoidance of doubt, the provisions of this Agreement are personal rights only. They do not, and are not intended to, create any proprietary right (including any proprietary right in any shareholder, member, securityholder, creditor, director or officer of TR Corporation or TR PLC or in any other Person). These undertakings are not assignable, and cannot be subject to a mortgage, charge, pledge, encumbrance or other security interest. These undertakings do not survive any termination of this Agreement. It is fundamental to the agreement of each of TR Corporation and TR PLC to give these undertakings that they should be relied on solely by the other, and it is fundamental to the agreement of each of TR Corporation and TR PLC to accept these undertakings that they should be performed solely by the other.

13.ISSUE OF TR CORPORATION EQUALIZATION SHARE

On Completion, TR Corporation shall issue the TR Corporation Equalization Share to TR PLC.  If TR Corporation is required to make a payment to TR PLC (or is required to take action and elects to do so by means of a payment to TR PLC) pursuant to Section 4.2 or Section 10 of this Agreement, TR Corporation shall make such payment as a dividend on the TR Corporation Equalization Share, unless the TR Corporation Board shall determine, with a view to the best interests of TR Corporation, to make such payment by another means.

14.ISSUE OF SPECIAL VOTING SHARES

Prior to holding any meetings of their respective shareholders following Completion, TR Corporation shall issue its Special Voting Share to the TR Corporation Special Voting Trustee and TR PLC shall issue its Special Voting Share to the TR PLC Special Voting Trustee.

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15.RELATIONSHIP WITH OTHER DOCUMENTS

In the event of any conflict between this Agreement on the one hand and on the other hand either of the TR Corporation Articles and By-Laws or the TR PLC Memorandum and Articles, the terms of this Agreement shall prevail and the parties shall use their best efforts to ensure that any required amendment to the TR Corporation Articles and By-Laws or the TR PLC Memorandum and Articles, as is appropriate, is proposed at meetings of TR Corporation and TR PLC, as the case may be, in order to conform it or them with the provisions of this Agreement.

16.MISCELLANEOUS

16.1Business Day

Where the day on or by which any thing is to be done is not a Business Day, that thing must be done on or by the Business Day following such day.

16.2Regulatory

The parties shall co-operate with each other from time to time to ensure that all information necessary or desirable for the making of (or responding to any requests for further information consequent upon) any notifications or filings made in respect of this Agreement, or the transactions contemplated hereunder, is supplied to the party dealing with such notification and filings and that they are properly, accurately and promptly made.

16.3No Assignment

Neither of the parties may assign any of its rights or obligations under this Agreement in whole or in part without the approval of the other party.

16.4No Waiver

No waiver by a party of any provisions or of any breach of any term or covenant contained in this Agreement, in one or more instances, shall be deemed to be or construed as a further or continuing waiver of any other condition or provision (whether or not similar) or of any breach of any other term or covenant contained in this Agreement.

16.5No Partnership

Neither this Agreement nor the DLC Structure is intended for any legal, tax or other purpose to, or shall, (i) alter the status of TR Corporation and TR PLC as separate, independent entities (taxed respectively and exclusively as a Canadian and a United Kingdom corporation), (ii) result in any of TR Corporation, TR PLC, their respective Subsidiaries, or their respective shareholders being treated as creating an entity or otherwise entering into any partnership, joint venture, association or agency relationship, or (iii) give either party (or its respective Subsidiaries or shareholders) any legal or

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beneficial ownership interest in the assets of the other party (or its respective Subsidiaries) or except to the extent specifically provided hereby, (iv) give either party any right or entitlement to any dividend or other distribution, whether of income or capital, and in cash or any other form, made by the Subsidiaries of the other party, or (v) give shareholders of either party any right or entitlement to any dividend or other distribution, whether of income or capital, and in cash or any other form, made by the other party or its Subsidiaries, and shall not be construed as having such effect.

16.6Invalidity of Provisions

Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof.  The parties shall engage in good faith negotiations to replace any provision which is declared invalid or unenforceable with a valid and enforceable provision, the economic and substantive effect of which comes as close as possible to that of the invalid or unenforceable provision which it replaces.

16.7Amendment

Any amendment to or termination of this Agreement shall be made in writing signed by duly authorized representatives of TR Corporation and TR PLC.  Any amendments to this Agreement which are formal or technical in nature and which are not materially prejudicial to the interests of the shareholders of either party or are necessary to correct any inconsistency or manifest error may be agreed between the TR PLC Board and the TR Corporation Board. Any other amendment to this Agreement shall, for the avoidance of doubt, require approval by a Class Rights Action.

16.8Enurement

This Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

17.NOTICES

Notices, requests, instructions, approvals by the parties, or other documents to be given under this Agreement shall be in writing and shall be deemed given (i) when sent if sent by electronic media and receipt is promptly confirmed by telephone confirmation thereof; or (ii) when delivered, if delivered personally to the intended recipient or sent by overnight delivery via an international courier service, and in each case, addressed to such Person or Persons at such address or addresses as each party shall notify in writing to the other party at the address given at the head of this Agreement or thereafter at the relevant address for notification from time to time.

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18.COUNTERPARTS

This Agreement may be entered into in any number of counterparts, all of which taken together, shall constitute one and the same instrument. Either party may enter into this Agreement by signing any such counterpart.

19.GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

20.SUBMISSION TO JURISDICTION

Subject to Section 21, any suit, action or proceeding against TR Corporation or TR PLC or any of its assets arising out of or relating to this Agreement may be brought in a competent court of the Province of Ontario, Canada, and each of TR Corporation and TR PLC hereby irrevocably and unconditionally attorns and submits to the non-exclusive jurisdiction of such court over the subject matter of any such suit, action or proceeding. Each of TR Corporation and TR PLC irrevocably waives and agrees not to raise any objection it might now or hereafter have to any such suit, action or proceeding in any such court including any objection that the place where such court is located is an inconvenient forum or that there is any other suit, action or proceeding in any other place relating in whole or in part to the same subject matter.

21.ARBITRATION

(A)Any and all disputes, controversies or claims arising out of or in connection with this Agreement, any provision hereof, or any alleged breach hereof, and any and all disputes, controversies or claims relating to the validity of this Agreement (all of which are referred to herein as “Disputes”), even though some or all of such Disputes are alleged to be extra-contractual in nature, whether such Disputes sound in contract, tort or otherwise, at law or in equity, whether for damages, specific performance or other relief, shall be finally and exclusively determined by final and binding arbitration in accordance with this Section 21.

(B)Notwithstanding anything in this Section 21, prior to the appointment of any arbitrators, any party may apply to any competent court in the Province of Ontario, Canada for interim relief.  A request for interim relief by a party to a court shall not be considered to be incompatible with Section 21(A) or as a waiver of that provision.

(C)The arbitral tribunal (the “Tribunal”) shall be composed of three arbitrators, which shall be appointed as follows: each party shall have the right to appoint one arbitrator; and the two arbitrators so appointed shall then appoint a third arbitrator who shall serve as the Chairman of the Tribunal. A Person or Persons, entitled to appoint an arbitrator, shall appoint such arbitrator within ten (10) days of receiving notice from a party of the commencement of an arbitration, failing

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which such arbitrator shall, at the written request of either party, be appointed by the International Chamber of Commerce. At the initiation of a proceeding and upon the convening of the Tribunal, the arbitrators shall take an oath of neutrality and shall decide the matters presented to them based upon the evidence submitted in the proceeding and without regard to the origin or circumstances of their appointment or selection for service on the Tribunal.

(D)The construction and interpretation of this Section 21, and all rules of conduct of any arbitration conducted pursuant to this Section 21 (including procedural and evidentiary matters), shall be determined by the Tribunal. Unless otherwise unanimously agreed by the arbitrators, the venue of the arbitration shall be New York, New York.

(E)At the request of any party, the Tribunal may take such interim measures as the Tribunal considers necessary in respect of the Dispute, including measures for the preservation of assets or the conservation of goods.  The Tribunal may require security for the cost of such measures.

(F)The Tribunal shall conduct a hearing as soon as reasonably practicable after a matter has been submitted for arbitration by a party and the members of the Tribunal have been selected. As the Tribunal may direct and without the necessity of subpoenas or other court orders, the parties shall make their agents, employees and witnesses available upon reasonable notice at reasonable times for deposition or for testimony at the hearing and shall respond to requests for documents. An award completely disposing of all Disputes (a “Final Award”) shall be rendered by the Tribunal as soon as reasonably practicable after the hearing. The Tribunal shall not be required to submit a detailed statement of its reasons, but shall set forth concisely in the Final Award the amounts, actions, contractual responsibilities or other remedial conclusions that the Tribunal determines to be appropriate.

(G)Each party acknowledges and agrees that in the event either party breaches any of its obligations under this Agreement, the other party would be irreparably harmed and could not be made whole by monetary damages alone. Both parties accordingly agree that the Tribunal shall have the authority to grant any party all appropriate non-monetary relief, including ordering a breaching party to comply fully with its obligations under the Agreement, ordering specific performance or granting temporary or permanent injunctive relief; provided, however, that nothing in this Section 21 shall be construed to limit the Tribunal in awarding monetary damages, whether as a sole remedy or together with remedies for specific performance and/or injunctive relief.

(H)Any award made by the Tribunal shall be final and binding upon each party, each of which expressly waives all right to appeal or recourse to any court. The Final Award may be confirmed, and a judgment entered or enforced, in any competent court in the Province of Ontario, Canada.

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(I)The fees and expenses of the arbitrators shall be borne equally by the parties, but the Final Award may include such allocations and awards of the arbitrators’ fees and expenses as the Tribunal determines is appropriate.

IN WITNESS whereof this Agreement has been executed on the date first written above.

THOMSON REUTERS CORPORATION
By:
	Name:
	Title:
THOMSON REUTERS PLC
By:
	Name:
	Title:

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EX-99.4

Exhibit 99.4

DRAFT FORM

THOMSON REUTERS CORPORATION DEED OF GUARANTEE

THOMSON REUTERS CORPORATION DEED OF GUARANTEE

This Deed of Guarantee (“Guarantee”) is made on April , 2008 between Thomson Reuters Corporation (prior to the Effective Date, The Thomson Corporation) (“TR Corporation”) and Thomson Reuters PLC (“TR PLC”) for the benefit of each Creditor (as defined below).

BACKGROUND

TR Corporation has agreed to acquire Reuters Group PLC (“Reuters”) by implementing the DLC Structure (as defined below). Pursuant to the DLC Structure, TR Corporation is entering into this Guarantee in respect of certain obligations of TR PLC (together with certain obligations of Principal Debtors (as defined below) to the extent guaranteed by TR PLC, including all contractual obligations of Reuters existing as at the Effective Date (as defined below)) and TR PLC is entering into the TR PLC Guarantee (as defined below) in respect of certain obligations of TR Corporation for the benefit of creditors of TR Corporation.

THIS DEED WITNESSES as follows:

1.DEFINITIONS AND INTERPRETATION

1.1Definitions

In this Guarantee:

“Business Day” means a day (other than a Saturday or Sunday) on which banks are generally open for business in the City of Toronto, New York and London;

“Control” means:

(a)when applied to the relationship between a Person and a corporation, the beneficial ownership by such Person (in the case of TR PLC or TR Corporation, either alone or together with TR Corporation and TR PLC, respectively) at the relevant time of shares of such corporation carrying more than the greater of (i) 50 per cent of the voting rights ordinarily exercisable at meetings of shareholders of such corporation and (ii) the percentage of voting rights ordinarily exercisable at meetings of shareholders of such corporation that are sufficient to elect a majority of the directors of such corporation; and

(b)when applied to the relationship between a Person and a partnership, joint venture or other unincorporated entity, the beneficial ownership by such Person (in the case of TR PLC or TR Corporation, either alone or together with TR Corporation and TR PLC, respectively) at the relevant time of more than 50 per cent of the ownership interests of the partnership, joint venture or other unincorporated entity in circumstances where it can reasonably be expected that such Person directs or has the power to direct the affairs of the partnership, joint venture or other unincorporated entity;

2

and the words “Controlled by”, “Controlling” and “under common Control with” and similar words have corresponding meanings; provided that a Person who Controls a corporation, partnership, joint venture or other unincorporated entity (the “second-mentioned Person”) shall be deemed to Control a corporation, partnership, joint venture or other unincorporated entity which is Controlled by the second-mentioned Person and so on;

“Creditor” means any Person to whom or to which any Obligation is owed;

“Cross-Guarantees” means, collectively, this Guarantee and the TR PLC Guarantee;

“DLC Structure” means the dual listed company structure effected pursuant to the Equalization and Governance Agreement and the transactions contemplated thereby, including the Special Voting Share Agreement, the TR Corporation Articles and By-Laws, the TR PLC Memorandum and Articles and the Cross-Guarantees;

“Effective Date” means the date on which the TR PLC Ordinary Shares will be admitted to the Official List maintained by the UK Listing Authority and to trading on the London Stock Exchange’s main market for listed securities;

“Equalization and Governance Agreement” means the Equalization and Governance Agreement dated as of April   , 2008, between TR PLC and TR Corporation;

“Existing Obligation” means, in relation to:

(a)any agreement or exclusion referred to in Clause 4;

(b)any termination of this Guarantee; or

(c)any amendment to this Guarantee,

any Obligation

(i)incurred before; or

(ii)arising at any time out of any credit or similar facility (whether committed or uncommitted) in effect at,

the time at which the relevant agreement, exclusion, termination or amendment becomes effective;

“Governmental Agency” means a court of competent jurisdiction, any government or any governmental, regulatory, self-regulatory or administrative authority, agency, commission, body or other governmental entity and shall include any relevant competition authorities, the UK Panel on Takeovers and Mergers, the European Commission, the London Stock Exchange, the UK Listing Authority, the Canadian securities regulatory authorities, the TSX, the U.S. Securities and Exchange Commission, the NYSE and NASDAQ;

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“LIBOR” means the rate of interest per annum which appears on page 3750 of the Telerate screen at approximately 11:00 a.m. (London time) on the date of determination; or if such Telerate screen is not available on the date of determination, then the last such published rate of interest per annum as near thereto as practicable;

“NASDAQ” means the National Association of Security Dealers, Inc. Automated Quotations System;

“NYSE” means the New York Stock Exchange, Inc.;

“Obligation” means:

(a)any contractual obligation of TR PLC or a Principal Debtor (to the extent guaranteed by TR PLC) in existence at the Effective Date;

(b)any other contractual obligation (whether actual or contingent, primary or secondary, or otherwise) incurred after the Effective Date by:

(i)TR PLC; or

(ii)any Principal Debtor (to the extent guaranteed by TR PLC); and

(c)any other obligation of TR PLC or a Principal Debtor whether entered into prior to or after the Effective Date which may be agreed to in writing after the date hereof between TR Corporation and TR PLC (in their absolute discretion), in which case a note of such obligation will be set out in Schedule 1,

other than, in each case, any obligation:

(i)to the extent that (without reference to the effect of this Guarantee) it is covered by the terms of any policy of insurance (or any indemnity in the nature of insurance) of which TR PLC (or, where relevant, the Principal Debtor) has the benefit and which is in full force and effect;

(ii)explicitly guaranteed in writing by TR Corporation (otherwise than under this Guarantee) or for which TR Corporation has agreed in writing to act as co-obligor or co-issuer;

(iii)where the arrangement under which the obligation was or is incurred, or the terms of issue of the obligation, explicitly provided or provide(s) that the obligation is not to be an Obligation within the meaning of this Guarantee, or where the Creditor has explicitly agreed or explicitly agrees that the obligation is not to be an Obligation within the meaning of this Guarantee;

(iv)owed to TR Corporation or to any Subsidiary of TR Corporation or to any of the Subsidiaries of TR PLC, save where such obligation is owed

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expressly to any Subsidiary in its capacity as trustee for a registered occupational pension scheme;

(v)of TR PLC under or in connection with the TR PLC Guarantee or any other guarantee by TR PLC of any obligation of TR Corporation or any Subsidiary of TR Corporation;

(vi)excluded from the scope of this Guarantee as provided in Clause 4 or Clause 5 provided that obligations previously excluded under Clause 4 may be agreed for re-inclusion pursuant to paragraph (c) above;

(vii)consisting of an obligation to pay a Creditor an amount to compensate for any deduction or withholding for or on account of Tax from any payment to that Creditor, where no such deduction or withholding would be required as a result of payment being made by TR Corporation under this Guarantee rather than by the relevant Principal Debtor under the guaranteed obligation;

(viii)of TR PLC under a guarantee to the extent that the guaranteed obligation of the Principal Debtor is not a contractual obligation or is of a type referred to in any of paragraphs (i) to (vii) of this definition; or

(ix)owed to holders of TR PLC Ordinary Shares, in their capacity or otherwise flowing from their status as holders of such shares.

“Person” includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate and a natural person in his or her capacity as trustee, executor, administrator or other legal representative;

“Principal Debtor” means, at any time, any Person any of whose obligations are at that time guaranteed by TR PLC (including Reuters, all of whose contractual obligations in existence at the Effective Date are guaranteed by TR PLC pursuant to the Reuters Guarantee), other than by way of the TR PLC Guarantee;

“Relevant Creditor” has the meaning given in Clause 3.1;

“Reuters Guarantee” means the deed of guarantee dated as of April   , 2008 between TR PLC and Reuters whereby TR PLC agrees to guarantee certain obligations of Reuters for the benefit of creditors of Reuters;

“Special Voting Share” means, in relation to TR Corporation, the TR Corporation Special Voting Share and, in relation to TR PLC, the TR PLC Special Voting Share;

“Special Voting Share Agreement” means the Special Voting Share Agreement, dated as of April   , 2008, by and among TR Corporation, TR PLC, the TR Corporation Special Voting Share Trustee and the TR PLC Special Voting Share Trustee relating, inter alia, to how each Special Voting Share is to be voted;

“Subsidiary” with respect to any Person, means a Person Controlled by such Person;

“Tax” or “Taxes” means any taxes, levies, imposts, deductions, charges, withholdings or duties levied by any authority (including goods and services taxes, value added taxes and

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any other stamp and transaction duties) (together with any related interest, penalties, fines and expenses in connection with them);

“TR Corporation Articles” means the articles of incorporation of TR Corporation;

“TR Corporation Articles and By-Laws” means the TR Corporation Articles and the TR Corporation By-Laws;

“TR Corporation By-Laws” means the by-laws of TR Corporation;

“TR Corporation Special Voting Share” means the special voting share in TR Corporation;

“TR Corporation Special Voting Share Trust” means the trust created by the TR Corporation Special Voting Share Trust Deed;

“TR Corporation Special Voting Share Trustee” means Computershare Trust Company of Canada, as trustee of the TR Corporation Special Voting Share Trust, and includes any successor trustee of the TR Corporation Special Voting Share Trust;

“TR Corporation Special Voting Share Trust Deed” means the agreement dated as of April   , 2008 between TR Corporation, as settlor, and the TR Corporation Special Voting Share Trustee;

“TR PLC ADS” means each American Depository Share of TR PLC listed on NASDAQ, each of which represents six TR PLC Ordinary Shares;

“TR PLC Articles” means the articles of association of TR PLC;

“TR PLC Guarantee” means the deed of guarantee dated as of April , 2008 between TR PLC and TR Corporation whereby TR PLC agrees to guarantee certain obligations of TR Corporation for the benefit of creditors of TR Corporation;

“TR PLC Memorandum” means the memorandum of association of TR PLC;

“TR PLC Memorandum and Articles” means the TR PLC Memorandum and the TR PLC Articles;

“TR PLC Ordinary Shares” means the issued and outstanding ordinary shares in TR PLC from time to time (including the TR PLC Ordinary Shares underlying each TR PLC ADS), as the same may be subdivided or consolidated from time to time and any capital shares into which such ordinary shares may be reclassified, converted or otherwise changed;

“TR PLC Special Voting Share” means the special voting share of £500,000 (five hundred thousand pounds) in TR PLC;

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“TR PLC Special Voting Share Trust” means the trust created by the TR PLC Special Voting Share Trust Deed;

“TR PLC Special Voting Share Trustee” means Computershare Trust Company of Canada, as trustee of the TR PLC Special Voting Share Trust, and includes any successor trustee of the TR PLC Special Voting Share Trust;

“TR PLC Special Voting Share Trust Deed” means the agreement dated as of April   , 2008 between TR Corporation, as settlor, and the TR PLC Special Voting Share Trustee;

“TSX” means the Toronto Stock Exchange; and

“UK Listing Authority” means the Financial Services Authority in its capacity as competent authority for the purposes of Part VI of the UK Financial Services and Markets Act 2000.

1.2Interpretation

Headings are for convenience only and do not affect interpretation. The following rules of interpretation apply unless the context requires otherwise.

(A)The singular includes the plural and conversely.

(B)One gender includes all genders.

(C)Where a word or phrase is defined, its other grammatical forms have a corresponding meaning.

(D)A reference to a Clause or a Schedule is to a Clause of or Schedule to this Guarantee, and any such Schedule forms part of this Guarantee, unless otherwise indicated.

(E)A reference to any agreement or document is to that agreement or document as amended, restated, novated, supplemented, varied or replaced from time to time, except to the extent expressly provided otherwise by this Guarantee.

(F)A reference to any legislation (including any listing rules of a stock exchange or voluntary codes) or to any provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it and all rules and regulations and statutory instruments issued under it.

(G)“Written”, “writing” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.

(H)Mentioning anything after “include”, “includes”, or “including” does not limit what else might be included. Where particular words are followed by general words, the general words are not limited by the^-particular.

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(I)A reference to a body other than TR Corporation or TR PLC (including any Government Agency), whether statutory or not:

(i)which ceases to exist; or

(ii)whose powers or functions are transferred to another body,

is a reference to the body which replaces it or which substantially succeeds to its powers or functions.

(J)All references to “time” are to the local time in the place where the relevant obligation is to be performed (or right exercised).

(K)References to “£” and “pound” are to British pounds sterling.

(L)References to “party” or “parties” in this Guarantee or any other agreement, includes the party’s or parties’ successors and permitted assigns.

2.EFFECT OF THIS GUARANTEE

This Guarantee shall take effect on the Effective Date as a deed and it is intended that each Creditor severally shall be entitled to benefit from the terms of this Guarantee pursuant to the terms of the Contracts (Rights of Third Parties) Act 1999 save that the parties hereto shall be entitled to make any variation or rescission of its terms, in accordance with its terms (including, without limitation, pursuant to Clause 4), without the consent of any Creditor or of any third party.

3.GUARANTEE AND INDEMNITY

3.1Subject to the terms of this Guarantee, TR Corporation unconditionally and irrevocably undertakes and promises to TR PLC that it shall, as a continuing obligation, make to the Creditor to whom or to which it is owed (the “Relevant Creditor”) the proper and punctual payment of each Obligation if for any reason TR PLC does not make such payment on its due date. If for any reason TR PLC does not make such payment on its due date, TR Corporation shall pay the amount due and unpaid to the Relevant Creditor upon written demand upon TR Corporation by the Relevant Creditor. In this Clause 3, references to the Obligations include references to any part of them.

3.2The obligations of TR Corporation under this Guarantee shall be continuing obligations and shall not be satisfied, discharged or affected by any intermediate payment or settlement of account.

3.3In the event that TR Corporation is required to make any payment to any Creditor pursuant to Clause 3.1 and/or Clause 3.10 and does make such payment, TR PLC unconditionally and irrevocably agrees by way of a full indemnity (on an after-tax basis) to reimburse TR Corporation in respect of such payments, including interest thereon (payable from the date of demand for payment both before and after default and judgment) at LIBOR, plus 20 basis points per annum.

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3.4A demand may not be made under this Guarantee without:

(A)a demand first having been made by the Relevant Creditor on TR PLC; and

(B)to the extent, if any, that the terms of the relevant Obligation of TR PLC (or the underlying obligation of the relevant Principal Debtor) require such recourse, recourse first being had to any other Person or to any security.

3.5Unless otherwise provided in this Guarantee, the liabilities and obligations of TR Corporation under this Guarantee shall remain in force notwithstanding any act, omission, neglect, event or matter which would not affect or discharge the liabilities of TR PLC owed to the Relevant Creditor. Without prejudice to its generality, the foregoing shall apply in relation to:

(A)anything which would have discharged TR Corporation (wholly or in part) but not TR PLC;

(B)anything which would have offered TR Corporation (but not TR PLC) any legal or equitable defence; and

(C)any winding-up, insolvency, dissolution and/or analogous proceeding of, or any change in constitution or corporate identity or loss of corporate identity by, TR PLC or any other Person.

3.6Sections 3(2) and (4) of the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Guarantee and accordingly:

(A)in respect of any claim against TR Corporation by a Creditor, TR Corporation shall not have available to it by way of defence or set-off any matter that arises from or in connection with this Guarantee, and which would have been available to TR Corporation by way of defence or set-off if the proceedings had been brought against TR Corporation by TR PLC;

(B)TR Corporation shall not have available to it by way of defence or set-off any matter that would have been available to it by way of defence or set-off against the Creditor if the Creditor had been a party to this Guarantee; and

(C)TR Corporation shall not have available to it by way of counterclaim any matter not arising from this Guarantee that would have been available to it by way of counterclaim against the Creditor if the Creditor had been a party to this Guarantee.

3.7Any discharge or release of any liabilities and obligations of TR Corporation under this Guarantee, and any composition or arrangement which TR Corporation may effect with any Creditor in respect of any such liabilities or obligations, shall be deemed to be made subject to the condition that it will be void to the extent that any or all of the payment or security which the Creditor may previously have received or may thereafter receive from

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any Person in respect of the relevant Obligations is set aside or reduced under any applicable law or proves to have been for any reason invalid.

3.8Without prejudice to the generality of this Clause 3, and to Clause 3.9 in particular, none of the liabilities or obligations of TR Corporation under this Guarantee shall be impaired by any Creditor:

(A)agreeing with TR PLC any composition, arrangement, variation of or departure from (however substantial) the terms of any Obligation and any such composition, arrangement, variation or departure shall, whatever its nature, be binding upon TR Corporation in all circumstances; or

(B)releasing or granting any time or any indulgence whatsoever to TR PLC.

3.9(A)  Despite anything else in Clause 3, but subject to paragraph (B) below, if and to the extent that the relevant Creditor (or any Person duly acting on behalf of the relevant Creditor) at any time before or after the date of this Guarantee explicitly agrees with TR PLC or grants to TR PLC any discharge, release, composition, arrangement, variation, departure, time, indulgence or other limitation (whether as to amount, recourse or otherwise) of any kind in respect of any Obligation, it shall automatically operate for the benefit of, and be binding upon, TR Corporation to the same extent.

(B)  Despite anything else in this Guarantee (including Clause 3.8), no composition, arrangement, variation of or departure from the terms of any Obligation (or any underlying obligation of any Principal Debtor) agreed with TR PLC or any Principal Debtor, as applicable, after termination of this Guarantee or exclusion of that Obligation from the scope of this Guarantee shall be binding on TR Corporation (or extend its liabilities and obligations under this Guarantee) except to the extent, if any, that:

(i)TR Corporation explicitly agrees in writing to that composition, arrangement, variation or departure at the same time as TR PLC or that Principal Debtor; or

(ii)it reduces TR Corporation’s obligations or liability under this Guarantee.

3.10Subject to Clause 3.4, as a separate, additional and continuing obligation, TR Corporation unconditionally and irrevocably agrees that, should any Obligation not be recoverable from TR Corporation under Clause 3.1 as a result of the Obligation becoming void, voidable or unenforceable against TR PLC, TR Corporation will, as a sole, original and independent obligor, make payment of the Obligation to the Relevant Creditor by way of a full indemnity on the due date provided for payment by the terms of the Obligation.

3.11TR Corporation shall, if requested by TR PLC, (i) enter into agreements to act as a co-issuer or co-borrower with respect to any Obligation of TR PLC or (ii) execute and deliver a separate guarantee agreement of any Obligation of TR PLC, in each case, on terms satisfactory to TR Corporation and TR PLC. If TR Corporation enters into such agreements with respect to any Obligation of TR PLC, TR Corporation and TR PLC may

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agree that such Obligation shall be excluded from the scope of this Guarantee in accordance with Clause 4.

4.EXCLUSION OF CERTAIN OBLIGATIONS

4.1Subject to Clauses 4.2 and 4.3, TR Corporation and TR PLC may at any time agree that obligations of a particular type, or a particular obligation or particular obligations, incurred after the time at which such exclusion becomes effective shall be excluded from the scope of this Guarantee (and shall not be “Obligations” for the purpose of this Guarantee) with effect from such future time (being at least three months after the date on which notice of the relevant exclusion is given in accordance with Clause 8.1 or, where the Obligation is a particular obligation, at least five Business Days, or such shorter period as the relevant Creditor may agree, after the date on which notice of the relevant exclusion is given in accordance with Clause 4.5) as they may agree.

4.2No agreement or exclusion under Clause 4.1 shall be effective with respect to any Existing Obligation.

4.3No agreement or exclusion under Clause 4.1 shall be effective unless and until TR Corporation and TR PLC enter into a supplemental deed specifying the relevant exclusion and the time at which it is to become effective.

4.4Notice of any exclusion under Clause 4.1 of obligations of a particular type, of the time at which such exclusion is to become effective, and of the date of the related supplemental deed, shall be given by TR Corporation in accordance with Clause 8.3.

4.5Notice of any exclusion under Clause 4.1 of a particular obligation and of the time at which it is to become effective shall be given to the relevant Creditor in writing addressed to that Creditor at the last address of that Creditor known to TR Corporation and shall be effective when delivered to that address. It shall not be necessary for the related supplemental deed to have been entered into before that notice is sent, nor for the notice to state the date of the related supplemental deed.

5.TERMINATION

5.1Subject to Clause 5.3, this Guarantee shall automatically terminate if, and with effect from, the same time as:

(A)the Equalization and Governance Agreement terminates or otherwise ceases to have effect;

(B)the TR PLC Guarantee terminates or otherwise ceases to have effect; or

(C)a resolution is passed or an order is made for the liquidation or winding up of TR PLC or a receiver or a similar Person is appointed in respect of all its property, assets or undertakings.

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5.2Subject to Clause 5.3, TR Corporation may at any time terminate this Guarantee by giving notice under Clause 8.1 with effect from such future time, if approved by a Class Rights Action (as defined in the Equalization and Governance Agreement).

5.3No termination shall be effective with respect to any Existing Obligation.

5.4Notice of any automatic termination under Clause 5.1, or of any termination under Clause 5.2 and of the time at which it became effective, shall be given by TR Corporation in accordance with Clause 8.3 within 10 Business Days of such termination.

6.AMENDMENTS

6.1Subject to Clause 6.2 and Clause 6.3:

(A)any amendments to this Guarantee which are formal or technical in nature and which are not materially prejudicial to the interests of the shareholders of either  TR PLC or TR Corporation or are necessary to correct any inconsistency or manifest error may be agreed between TR Corporation and TR PLC; and

(B)any other amendments to this Guarantee shall be effective only if approved by a Class Rights Action (as defined in the Equalization and Governance Agreement).

6.2No amendment under Clause 6.1 shall be effective with respect to any Existing Obligation.

6.3No amendment under Clause 6.1 shall be effective unless and until TR Corporation and TR PLC enter into a supplemental deed specifying the relevant amendment and the time at which it is to become effective.

6.4Notice of any amendment under Clause 6.1 of the time at which it is to become effective, and of the date of the related supplemental deed, shall be given by TR Corporation in accordance with Clause 8.3.

7.CURRENCY

7.1All payments to be made under this Guarantee shall be made in the currency or currencies in which the Obligations are expressed to be payable by TR PLC.

7.2If, under any applicable law, whether as a result of a judgment against TR Corporation or TR PLC or the liquidation of TR Corporation or TR PLC or for any other reason, any payment under or in connection with this Guarantee is made or is recovered in a currency (the “other currency”) other than that in which it is required to be paid under the terms of the relevant Obligation (the “agreed currency”) then, to the extent that the payment to the Creditor (when converted at the rate of exchange on the date of payment, or in the case of a liquidation, the latest date for the determination of liabilities permitted by the applicable law) falls short of the amount due and unpaid in respect of that Obligation, TR Corporation agrees that it shall, as a separate and independent obligation, fully indemnify the Creditor against the amount of the shortfall, and for the purposes of this Clause 7,

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“rate of exchange” means the spot rate at which the Creditor is able on the relevant date to purchase the agreed currency with the other currency.

8.NOTICES

8.1Any notice to or demand upon TR PLC under this Guarantee shall be in writing addressed to it at its principal place of business in the United Kingdom for the time being (marked for the attention of the Chief Financial Officer, with a copy sent to the General Counsel) and shall be effective when delivered to that principal place of business.

8.2Any notice to or demand upon TR Corporation under this Guarantee shall be in writing addressed to it at its principal place of business in the United States for the time being (marked for the attention of the Chief Financial Officer, with a copy sent to the General Counsel) and shall be effective when delivered to that principal place of business.

8.3Any notice by TR Corporation under Clause 4.4, 5.4 or 6.4 shall be given by advertisements in the Financial Times (London Edition), the Wall Street Journal and The Globe and Mail (National Edition) (but, if at any time TR Corporation determines that advertisement in such newspaper(s) is not practicable, the relevant advertisement shall instead be published in such other newspaper(s) circulating generally in the United Kingdom, the United States or Canada, as the case may be, as TR Corporation shall determine). Any such notice shall be deemed given on the date of publication in such newspaper in the United Kingdom, the United States or Canada, as the case may be (or, where such advertisements are published on different dates, on the later of such dates).

8.4The original counterparts of this Guarantee and of any related supplemental deeds shall be kept at, respectively, the principal place of business in the United States for the time being of TR Corporation and the principal place of business in the United Kingdom for the time being of TR PLC and shall be available for inspection there on reasonable notice during the normal business hours of that office.

9.GENERAL

9.1Prohibition and Enforceability

Any provision of, or the application of any provision of, this Guarantee which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.

9.2Further Assurances

TR Corporation and TR PLC shall take all steps, execute all documents and do everything reasonably required to give effect to their rights, liabilities and obligations contemplated by this Guarantee.

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9.3No Novation

Neither TR Corporation nor TR PLC may novate any of their rights, liabilities or obligations under this Guarantee, in whole or in part.

9.4Counterparts

This Guarantee may be executed by the parties in separate counterparts each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Delivery by a party of an executed counterpart of a signature page to this Guarantee by electronic communication shall be effective as delivery of a manually executed counterpart of this Guarantee.

9.5Business Day

Where the day on which any thing is to be done is not a Business Day, that thing must be done on or by the Business Day following such day.

10.LAW AND JURISDICTION

10.1This Guarantee shall be governed by and construed in accordance with the laws of England.

10.2The courts of England and Wales have exclusive jurisdiction to settle any dispute in connection with this Guarantee.

10.3TR Corporation and TR PLC irrevocably submit to the jurisdiction of such courts and waive any objection to proceedings in any such court on the ground of venue or on the ground that the proceedings have been brought in an inconvenient forum.

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SCHEDULE 1

IN WITNESS WHEREOF	)
EXECUTED as a DEED by	)
THOMSON REUTERS	)
CORPORATION (prior to the	)
Effective Date, The Thomson	)
Corporation) acting by   [and   ]	)
[who, in accordance with the laws of	)
the territory in which Thomson	)
Reuters  Corporation is incorporated,	)
is/are] acting under authority of	)
Thomson Reuters Corporation	)
	)	(Authorised signatory(ies))
EXECUTED as a DEED by	)
THOMSON REUTERS PLC acting	)
by two of its directors or a director	)	Director
and secretary	)
	)
	)	Director/Secretary

EX-99.5

Exhibit 99.5

DRAFT FORM

THOMSON REUTERS PLC DEED OF GUARANTEE

THOMSON REUTERS PLC DEED OF GUARANTEE

This Deed of Guarantee (“Guarantee”) is made on April   , 2008 between Thomson Reuters PLC (“TR PLC”) and Thomson Reuters Corporation (prior to the Effective Date, The Thomson Corporation) (“TR Corporation”) for the benefit of each Creditor (as defined below).

BACKGROUND

TR Corporation has agreed to acquire Reuters Group PLC by implementing the DLC Structure (as defined below). Pursuant to the DLC Structure, TR PLC is entering into this Guarantee in respect of certain obligations of TR Corporation (together with certain obligations of Principal Debtors (as defined below) to the extent guaranteed by TR Corporation) and TR Corporation is entering into the TR Corporation Guarantee (as defined below) in respect of certain obligations of TR PLC for the benefit of creditors of TR PLC.

THIS DEED WITNESSES as follows:

1.DEFINITIONS AND INTERPRETATION

1.1Definitions

In this Guarantee:

“Business Day” means a day (other than a Saturday or Sunday) on which banks are generally open for business in the City of Toronto, New York and London;

“Control” means:

(a)when applied to the relationship between a Person and a corporation, the beneficial ownership by such Person (in the case of TR Corporation or TR PLC, either alone or together with TR PLC and TR Corporation, respectively) at the relevant time of shares of such corporation carrying more than the greater of (i) 50 per cent of the voting rights ordinarily exercisable at meetings of shareholders of such corporation and (ii) the percentage of voting rights ordinarily exercisable at meetings of shareholders of such corporation that are sufficient to elect a majority of the directors of such corporation; and

(b)when applied to the relationship between a Person and a partnership, joint venture or other unincorporated entity, the beneficial ownership by such Person (in the case of TR Corporation or TR PLC, either alone or together with TR PLC and TR Corporation, respectively) at the relevant time of more than 50 per cent of the ownership interests of the partnership, joint venture or other unincorporated entity in circumstances where it can reasonably be expected that such Person directs or has the power to direct the affairs of the partnership, joint venture or other unincorporated entity;

and the words “Controlled by”, “Controlling” and “under common Control with” and similar words have corresponding meanings; provided that a Person who Controls a

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corporation, partnership, joint venture or other unincorporated entity (the “second- mentioned Person”) shall be deemed to Control a corporation, partnership, joint venture or other unincorporated entity which is Controlled by the second-mentioned Person and so on;

“Creditor” means any Person to whom or to which any Obligation is owed;

“Cross-Guarantees” means, collectively, the TR Corporation Guarantee and this Guarantee;

“DLC Structure” means the dual listed company structure effected pursuant to the Equalization and Governance Agreement and the transactions contemplated thereby, including the Special Voting Share Agreement, the TR Corporation Articles and By-Laws, the TR PLC Memorandum and Articles and the Cross-Guarantees;

“Effective Date” means the date on which the TR PLC Ordinary Shares will be admitted to the Official List maintained by the UK Listing Authority and to trading on the London Stock Exchange’s main market for listed securities;

“Equalization and Governance Agreement” means the Equalization and Governance Agreement dated as of April , 2008, between TR Corporation and TR PLC;

“Existing Obligation” means, in relation to:

(a)any agreement or exclusion referred to in Clause 4;

(b)any termination of this Guarantee; or

(c)any amendment to this Guarantee,

any Obligation

(i)incurred before; or

(ii)arising at any time out of any credit or similar facility (whether committed or uncommitted) in effect at,

the time at which the relevant agreement, exclusion, termination or amendment becomes effective;

“Governmental Agency” means a court of competent jurisdiction, any government or any governmental, regulatory, self-regulatory or administrative authority, agency, commission, body or other governmental entity and shall include any relevant competition authorities, the UK Panel on Takeovers and Mergers, the European Commission, the London Stock Exchange, the UK Listing Authority, the Canadian securities regulatory authorities, the TSX, the U.S. Securities and Exchange Commission, the NYSE and NASDAQ;

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“LIBOR” means the rate of interest per annum which appears on page 3750 of the Telerate screen at approximately 11:00 a.m. (London time) on the date of determination; or if such Telerate screen is not available on the date of determination, then the last such published rate of interest per annum as near thereto as practicable;

“NASDAQ” means the National Association of Security Dealers, Inc. Automated Quotations System;

“NYSE” means the New York Stock Exchange, Inc.;

“Obligation” means:

(a)any contractual obligation of TR Corporation or a Principal Debtor (to the extent guaranteed by TR Corporation) in existence at the Effective Date;

(b)any other contractual obligation (whether actual or contingent, primary or secondary, or otherwise) incurred after the Effective Date by:

(i)TR Corporation; or

(ii)any Principal Debtor (to the extent guaranteed by TR Corporation); and

(c)any other obligation of TR Corporation or a Principal Debtor whether entered into prior to or after the Effective Date which may be agreed to in writing after the date hereof between TR PLC and TR Corporation (in their absolute discretion), in which case a note of such obligation will be set out in Schedule 1,

other than, in each case, any obligation:

(i)to the extent that (without reference to the effect of this Guarantee) it is covered by the terms of any policy of insurance (or any indemnity in the nature of insurance) of which TR Corporation (or, where relevant, the Principal Debtor) has the benefit and which is in full force and effect;

(ii)explicitly guaranteed in writing by TR PLC (otherwise than under this Guarantee) or for which TR PLC has agreed in writing to act as co-obligor or co-issuer;

(iii)where the arrangement under which the obligation was or is incurred, or the terms of issue of the obligation, explicitly provided or provide(s) that the obligation is not to be an Obligation within the meaning of this Guarantee, or where the Creditor has explicitly agreed or explicitly agrees that the obligation is not to be an Obligation within the meaning of this Guarantee;

(iv)owed to TR PLC or to any Subsidiary of TR PLC or to any of the Subsidiaries of TR Corporation, save where such obligation is owed

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expressly to any Subsidiary in its capacity as trustee for a registered occupational pension scheme;

(v)of TR Corporation under or in connection with the TR Corporation Guarantee or any other guarantee by TR Corporation of any obligation of TR PLC or any Subsidiary of TR PLC;

(vi)excluded from the scope of this Guarantee as provided in Clause 4 or Clause 5 provided that obligations previously excluded under Clause 4 may be agreed for re-inclusion pursuant to paragraph (c) above;

(vii)consisting of an obligation to pay a Creditor an amount to compensate for any deduction or withholding for or on account of Tax from any payment to that Creditor, where no such deduction or withholding would be required as a result of payment being made by TR PLC under this Guarantee rather than by the relevant Principal Debtor under the guaranteed obligation;

(viii)of TR Corporation under a guarantee to the extent that the guaranteed obligation of the Principal Debtor is not a contractual obligation or is of a type referred to in any of paragraphs (i) to (vii) of this definition; or

(ix)owed to holders of TR Corporation Common Shares, in their capacity or otherwise flowing from their status as holders of such shares.

“Person” includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator or other legal representative;

“Principal Debtor” means, at any time, any Person any of whose obligations are at that time guaranteed by TR Corporation, other than by way of the TR Corporation Guarantee;

“Relevant Creditor” has the meaning given in Clause 3.1;

“Special Voting Share” means, in relation to TR Corporation, the TR Corporation Special Voting Share and, in relation to TR PLC, the TR PLC Special Voting Share;

“Special Voting Share Agreement” means the Special Voting Share Agreement, dated as of April , 2008, by and among TR Corporation, TR PLC, the TR Corporation Special Voting Share Trustee and the TR PLC Special Voting Share Trustee relating, inter alia, to how each Special Voting Share is to be voted;

“Subsidiary” with respect to any Person, means a Person Controlled by such Person;

“Tax” or “Taxes” means any taxes, levies, imposts, deductions, charges, withholdings or duties levied by any authority (including goods and services taxes, value added taxes and

5

any other stamp and transaction duties) (together with any related interest, penalties, fines and expenses in connection with them);

“TR Corporation Articles” means the articles of incorporation of TR Corporation;

“TR Corporation Articles and By-Laws” means the TR Corporation Articles and the TR Corporation By-Laws;

“TR Corporation By-Laws” means the by-laws of TR Corporation;

“TR Corporation Common Shares” means the issued and outstanding common shares of TR Corporation from time to time, as the same may be subdivided or consolidated from time to time and any capital shares into which such common shares may be reclassified, converted or otherwise changed;

“TR Corporation Guarantee” means the deed of guarantee dated as of April , 2008 between TR Corporation and TR PLC whereby TR Corporation agrees to guarantee certain obligations of TR PLC for the benefit of creditors of TR PLC;

“TR Corporation Special Voting Share” means the special voting share in TR Corporation;

“TR Corporation Special Voting Share Trust” means the trust created by the TR Corporation Special Voting Share Trust Deed;

“TR Corporation Special Voting Share Trustee” means Computershare Trust Company of Canada, as trustee of the TR Corporation Special Voting Share Trust, and includes any successor trustee of the TR Corporation Special Voting Share Trust;

“TR Corporation Special Voting Share Trust Deed” means the agreement dated as of April , 2008 between TR Corporation, as settlor, and the TR Corporation Special Voting Share Trustee;

“TR PLC ADS” means each American Depository Share of TR PLC listed on NASDAQ, each of which represents six TR PLC Ordinary Shares;

“TR PLC Articles” means the articles of association of TR PLC;

“TR PLC Memorandum” means the memorandum of association of TR PLC;

“TR PLC Memorandum and Articles” means the TR PLC Memorandum and the TR PLC Articles;

“TR PLC Ordinary Shares” means the issued and outstanding ordinary shares in TR PLC from time to time (including the  TR PLC Ordinary Shares underlying each TR PLC ADS), as the same may be subdivided or consolidated from time to time and any capital shares into which such ordinary shares may be reclassified, converted or otherwise changed;

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“TR PLC Special Voting Share” means the special voting share of £500,000 (five hundred thousand pounds) in TR PLC;

“TR PLC Special Voting Share Trust” means the trust created by the TR PLC Special Voting Share Trust Deed;

“TR PLC Special Voting Share Trustee” means Computershare Trust Company of Canada, as trustee of the TR PLC Special Voting Share Trust, and includes any successor trustee of the TR PLC Special Voting Share Trust;

“TR PLC Special Voting Share Trust Deed” means the agreement dated as of April   , 2008 between TR Corporation, as settlor, and the TR PLC Special Voting Share Trustee;

“TSX” means the Toronto Stock Exchange; and

“UK Listing Authority” means the Financial Services Authority in its capacity as competent authority for the purposes of Part VI of the UK Financial Services and Markets Act 2000.

1.2Interpretation

Headings are for convenience only and do not affect interpretation. The following rules of interpretation apply unless the context requires otherwise.

(A)The singular includes the plural and conversely.

(B)One gender includes all genders.

(C)Where a word or phrase is defined, its other grammatical forms have a corresponding meaning.

(D)A reference to a Clause or a Schedule is to a Clause of or Schedule to this Guarantee, and any such Schedule forms part of this Guarantee, unless otherwise indicated.

(E)A reference to any agreement or document is to that agreement or document as amended, restated, novated, supplemented, varied or replaced from time to time, except to the extent expressly provided otherwise by this Guarantee.

(F)A reference to any legislation (including any listing rules of a stock exchange or voluntary codes) or to any provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it and all rules and regulations and statutory instruments issued under it.

(G)“Written”, “writing” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.

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(H)Mentioning anything after “include”, “includes”, or “including” does not limit what else might be included. Where particular words are followed by general words, the general words are not limited by the particular.

(I)A reference to a body other than TR PLC or TR Corporation (including any Government Agency), whether statutory or not:

(i)which ceases to exist; or

(ii)whose powers or functions are transferred to another body,

is a reference to the body which replaces it or which substantially succeeds to its powers or functions.

(J)All references to “time” are to the local time in the place where the relevant obligation is to be performed or right exercised.

(K)References to “£” and “pound” are to British pounds sterling.

(L)References to “party” or “parties” in this Guarantee or any other agreement, includes the party’s or parties’ successors and permitted assigns.

2.EFFECT OF THIS GUARANTEE

This Guarantee shall take effect on the Effective Date as a deed and it is intended that each Creditor severally shall be entitled to benefit from the terms of this Guarantee pursuant to the terms of the Contracts (Rights of Third Parties) Act 1999 save that the parties hereto shall be entitled to make any variation or rescission of its terms, in accordance with its terms (including, without limitation, pursuant to Clause 4), without the consent of any Creditor or of any third party.

3.GUARANTEE AND INDEMNITY

3.1Subject to the terms of this Guarantee, TR PLC unconditionally and irrevocably undertakes and promises to TR Corporation that it shall, as a continuing obligation, make to the Creditor to whom or to which it is owed (the “Relevant Creditor”) the proper and punctual payment of each Obligation if for any reason TR Corporation does not make such payment on its due date. If for any reason TR Corporation does not make such payment on its due date, TR PLC shall pay the amount due and unpaid to the Relevant Creditor upon written demand upon TR PLC by the Relevant Creditor. In this Clause 3, references to the Obligations include references to any part of them.

3.2The obligations of TR PLC under this Guarantee shall be continuing obligations and shall not be satisfied, discharged or affected by any intermediate payment or settlement of account.

3.3In the event that TR PLC is required to make any payment to any Creditor pursuant to Clause 3.1 and/or Clause 3.10 and does make such payment, TR Corporation

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unconditionally and irrevocably agrees by way of a full indemnity (on an after-tax basis) to reimburse TR PLC in respect of such payments, including interest thereon (payable from the date of demand for payment both before and after default and judgment) at LIBOR, plus 20 basis points per annum.

3.4A demand may not be made under this Guarantee without:

(A)a demand first having been made by the Relevant Creditor on TR Corporation; and

(B)to the extent, if any, that the terms of the relevant Obligation of TR Corporation (or the underlying obligation of the relevant Principal Debtor) require such recourse, recourse first being had to any other Person or to any security.

3.5Unless otherwise provided in this Guarantee, the liabilities and obligations of TR PLC under this Guarantee shall remain in force notwithstanding any act, omission, neglect, event or matter which would not affect or discharge the liabilities of TR Corporation owed to the Relevant Creditor. Without prejudice to its generality, the foregoing shall apply in relation to:

(A)anything which would have discharged TR PLC (wholly or in part) but not TR Corporation;

(B)anything which would have offered TR PLC (but not TR Corporation) any legal or equitable defence; and

(C)any winding-up, insolvency, dissolution and/or analogous proceeding of, or any change in constitution or corporate identity or loss of corporate identity by, TR Corporation or any other Person.

3.6Sections 3(2) and (4) of the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Guarantee and accordingly:

(A)in respect of any claim against TR PLC by a Creditor, TR PLC shall not have available to it by way of defence or set-off any matter that arises from or in connection with this Guarantee, and which would have been available to TR PLC by way of defence or set-off if the proceedings had been brought against TR PLC by TR Corporation;

(B)TR PLC shall not have available to it by way of defence or set-off any matter that would have been available to it by way of defence or set-off against the Creditor if the Creditor had been a party to this Guarantee; and

(C)TR PLC shall not have available to it by way of counterclaim any matter not arising from this Guarantee that would have been available to it by way of counterclaim against the Creditor if the Creditor had been a party to this Guarantee.

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3.7Any discharge or release of any liabilities and obligations of TR PLC under this Guarantee, and any composition or arrangement which TR PLC may effect with any Creditor in respect of any such liabilities or obligations, shall be deemed to be made subject to the condition that it will be void to the extent that any or all of the payment or security which the Creditor may previously have received or may thereafter receive from any Person in respect of the relevant Obligations is set aside or reduced under any applicable law or proves to have been for any reason invalid.

3.8Without prejudice to the generality of this Clause 3, and to Clause 3.9 in particular, none of the liabilities or obligations of TR PLC under this Guarantee shall be impaired by any Creditor:

(A)agreeing with TR Corporation any composition, arrangement, variation of or departure from (however substantial) the terms of any Obligation and any such composition, arrangement, variation or departure shall, whatever its nature, be binding upon TR PLC in all circumstances; or

(B)releasing or granting any time or any indulgence whatsoever to TR Corporation.

3.9(A) Despite anything else in Clause 3, but subject to paragraph (B) below, if and to the extent that the relevant Creditor (or any Person duly acting on behalf of the relevant Creditor) at any time before or after the date of this Guarantee explicitly agrees with TR Corporation or grants to TR Corporation any discharge, release, composition, arrangement, variation, departure, time, indulgence or other limitation (whether as to amount, recourse or otherwise) of any kind in respect of any Obligation, it shall automatically operate for the benefit of, and be binding upon, TR PLC to the same extent.

(B) Despite anything else in this Guarantee (including Clause 3.8), no composition, arrangement, variation of or departure from the terms of any Obligation (or any underlying obligation of any Principal Debtor) agreed with TR Corporation or any Principal Debtor, as applicable, after termination of this Guarantee or exclusion of that Obligation from the scope of this Guarantee shall be binding on TR PLC (or extend its liabilities and obligations under this Guarantee) except to the extent, if any, that:

(i)TR PLC explicitly agrees in writing to that composition, arrangement, variation or departure at the same time as TR Corporation or that Principal Debtor; or

(ii)it reduces TR PLC’s obligations or liability under this Guarantee.

3.10Subject to Clause 3.4, as a separate, additional and continuing obligation, TR PLC unconditionally and irrevocably agrees that, should any Obligation not be recoverable from TR PLC under Clause 3.1 as a result of the Obligation becoming void, voidable or unenforceable against TR Corporation, TR PLC will, as a sole, original and independent obligor, make payment of the Obligation to the Relevant Creditor by way of a full indemnity on the due date provided for payment by the terms of the Obligation.

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3.11TR PLC shall, if requested by TR Corporation, (i) enter into agreements to act as a co-issuer or co-borrower with respect to any Obligation of TR Corporation or (ii) execute and deliver a separate guarantee agreement of any Obligation of TR Corporation, in each case, on terms satisfactory to TR PLC and TR Corporation. If TR PLC enters into such agreements with respect to any Obligation of TR Corporation, TR PLC and TR Corporation may agree that such Obligation shall be excluded from the scope of this Guarantee in accordance with Clause 4.

4.EXCLUSION OF CERTAIN OBLIGATIONS

4.1Subject to Clauses 4.2 and 4.3, TR PLC and TR Corporation may at any time agree that obligations of a particular type, or a particular obligation or particular obligations, incurred after the time at which such exclusion becomes effective shall be excluded from the scope of this Guarantee (and shall not be “Obligations” for the purpose of this Guarantee) with effect from such future time (being at least three months after the date on which notice of the relevant exclusion is given in accordance with Clause 8.2 or, where the Obligation is a particular obligation, at least five Business Days, or such shorter period as the relevant Creditor may agree, after the date on which notice of the relevant exclusion is given in accordance with Clause 4.5) as they may agree.

4.2No agreement or exclusion under Clause 4.1 shall be effective with respect to any Existing Obligation.

4.3No agreement or exclusion under Clause 4.1 shall be effective unless and until TR PLC and TR Corporation enter into a supplemental deed specifying the relevant exclusion and the time at which it is to become effective.

4.4Notice of any exclusion under Clause 4.1 of obligations of a particular type, of the time at which such exclusion is to become effective, and of the date of the related supplemental deed, shall be given by TR PLC in accordance with Clause 8.3.

4.5Notice of any exclusion under Clause 4.1 of a particular obligation and of the time at which it is to become effective shall be given to the relevant Creditor in writing addressed to that Creditor at the last address of that Creditor known to TR PLC and shall be effective when delivered to that address. It shall not be necessary for the related supplemental deed  to have been entered into before that notice is sent, nor for the notice to state the date of the related supplemental deed.

4.6TR PLC may provide a consent on behalf of TR Corporation and/or the Creditors or any of them to the capital reduction to be undertaken by it on or around    April 2008 pursuant to Part V, Chapter IV of the Companies Act 1985, and such consent may be on such terms as TR PLC may (in its absolute discretion) determine or a court may require and this Guarantee is subject to such capital reduction.

5.TERMINATION

5.1Subject to Clause 5.3, this Guarantee shall automatically terminate if, and with effect from, the same time as:

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(A)the Equalization and Governance Agreement terminates or otherwise ceases to have effect;

(B)the TR Corporation Guarantee terminates or otherwise ceases to have effect; or

(C)a resolution is passed or an order is made for the liquidation or winding up of TR Corporation or a receiver or a similar Person is appointed in respect of all its property, assets or undertakings.

5.2Subject to Clause 5.3, TR PLC may at any time terminate this Guarantee, by giving notice under Clause 8.1 with effect from such future time, if approved by a Class Rights Action (as defined in the Equalization and Governance Agreement).

5.3No termination shall be effective with respect to any Existing Obligation.

5.4Notice of any automatic termination under Clause 5.1, or of any termination under Clause  5.2 and of the time at which it became effective, shall be given by TR PLC in accordance with Clause 8.3 within 10 Business Days of such termination.

6.AMENDMENTS

6.1Subject to Clause 6.2 and Clause 6.3:

(A)any amendments to this Guarantee which are formal or technical in nature and which are not materially prejudicial to the interests of the shareholders of either TR Corporation or TR PLC or are necessary to correct any inconsistency or manifest error may be agreed between TR PLC and TR Corporation; and

(B)any other amendments to this Guarantee shall be effective only if approved by a Class Rights Action (as defined in the Equalization and Governance Agreement).

6.2No amendment under Clause 6.1 shall be effective with respect to any Existing Obligation.

6.3No amendment under Clause 6.1 shall be effective unless and until TR PLC and TR Corporation enter into a supplemental deed specifying the relevant amendment and the time at which it is to become effective.

6.4Notice of any amendment under Clause 6.1 of the time at which it is to become effective, and of the date of the related supplemental deed, shall be given by TR PLC in accordance with Clause 8.3.

7.CURRENCY

7.1All payments to be made under this Guarantee shall be made in the currency or currencies in which the Obligations are expressed to be payable by TR Corporation.

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7.2If, under any applicable law, whether as a result of a judgment against TR PLC or TR Corporation or the liquidation of TR PLC or TR Corporation or for any other reason, any payment under or in connection with this Guarantee is made or is recovered in a currency (the “other currency”) other than that in which it is required to be paid under the terms of the relevant Obligation (the “agreed currency”) then, to the extent that the payment to the Creditor (when converted at the rate of exchange on the date of payment, or in the case of a liquidation, the latest date for the determination of liabilities permitted by the applicable law) falls short of the amount due and unpaid in respect of that Obligation, TR PLC agrees that it shall, as a separate and independent obligation, fully indemnify the Creditor against the amount of the shortfall, and for the purposes of this Clause 7, “rate of exchange” means the spot rate at which the Creditor is able on the relevant date to purchase the agreed currency with the other currency.

8.NOTICES

8.1Any notice to or demand upon TR PLC under this Guarantee shall be in writing addressed to it at its principal place of business in the United Kingdom for the time being (marked for the attention of the Chief Financial Officer, with a copy sent to the General Counsel) and shall be effective when delivered to that principal place of business.

8.2Any notice to or demand upon TR Corporation under this Guarantee shall be in writing addressed to it at its principal place of business in the United States for the time being (marked for the attention of the Chief Financial Officer, with a copy sent to the General Counsel) and shall be effective when delivered to that principal place of business.

8.3Any notice by TR PLC under Clause 4.4, 5.4 or 6.4 shall be given by advertisements in the Financial Times (London Edition), the Wall Street Journal and The Globe and Mail (National Edition) (but, if at any time TR PLC determines that advertisement in such newspaper(s) is not practicable, the relevant advertisement shall instead be published in such other newspaper(s) circulating generally in the United Kingdom, the United States or Canada, as the case may be, as TR PLC shall determine). Any such notice shall be deemed given on the date of publication in such newspaper in the United Kingdom, the United States or Canada, as the case may be (or, where such advertisements are published on different dates, on the later of such dates).

8.4The original counterparts of this Guarantee and of any related supplemental deeds shall be kept at, respectively, the principal place of business in the United Kingdom for the time being of TR PLC and the principal place of business in the United States for the time being of TR Corporation and shall be available for inspection there on reasonable notice during the normal business hours of that office.

9.GENERAL

9.1Prohibition and Enforceability

Any provision of, or the application of any provision of, this Guarantee which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.

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9.2Further Assurances

TR PLC and TR Corporation shall take all steps, execute all documents and do everything reasonably required to give effect to their rights, liabilities and obligations contemplated by this Guarantee.

9.3No Novation

Neither TR PLC nor TR Corporation may novate any of their rights, liabilities or obligations under this Guarantee, in whole or in part.

9.4Counterparts

This Guarantee may be executed by the parties in separate counterparts each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Delivery by a party of an executed counterpart of a signature page to this Guarantee by electronic communication shall be effective as delivery of a manually executed counterpart of this Guarantee.

9.5Business Day

Where the day on which any thing is to be done is not a Business Day, that thing must be done on or by the Business Day following such day.

10.LAW AND JURISDICTION

10.1This Guarantee shall be governed by and construed in accordance with the laws of England.

10.2The courts of England and Wales have exclusive jurisdiction to settle any dispute in connection with this Guarantee.

10.3TR Corporation and TR PLC irrevocably submit to the jurisdiction of such courts and waive any objection to proceedings in any such court on the ground of venue or on the ground that the proceedings have been brought in an inconvenient forum.

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SCHEDULE 1

IN WITNESS WHEREOF
EXECUTED as a DEED by	)
THOMSON REUTERS PLC	)	Director
acting by two of its directors or a director and	)
secretary	)
	)	Director/Secretary
EXECUTED as a DEED by	)
THOMSON REUTERS CORPORATION (prior to the Effective Date, The Thomson Corporation)	)
acting by [and] [who, in	)
accordance with the laws of the)	)
territory in which Thomson Reuters Corporation	)
is incorporated, is/are] acting under	)	(Authorised signatory(ies))
the authority of Thomson Reuters Corporation

EX-99.6

Exhibit 99.6

DRAFT FORM

THOMSON REUTERS CORPORATION SPECIAL VOTING SHARE TRUST DEED

THIS DEED OF TRUST made as of the day of April, 2008

B E T W E E N:

THOMSON REUTERS CORPORATION,
a corporation incorporated under the laws of the Province of Ontario

(the “Settlor”)

- and -

COMPUTERSHARE TRUST COMPANY OF CANADA,
a trust company incorporated under the laws of Canada

(the “Trustee”)

RECITALS

A.The Settlor wishes to establish a trust to be known as the “Thomson Reuters Corporation Special Voting Share Trust” and has paid to the Trusteethe sum of Cdn$ (the “Settlement Amount”) on the trusts hereinafter set out.

B.It is contemplated that the Trustee shall pay the Settlement Amount to Thomson Reuters Corporation (as defined below) in subscription for one special voting share in the capital of Thomson Reuters Corporation (the “Special Voting Share”) and that the Special Voting Share shall be held on the trusts hereinafter set out.

C.The Thomson Reuters Corporation Articles (as defined below) provide that the holder of the Special Voting Share shall be entitled to receive notice of and to attend or be represented by proxy at all meetings of the shareholders of Thomson Reuters Corporation

and at any such meeting to vote, together with (except at meetings of the holder of the Special Voting Share required by Applicable Laws to be held as a separate class meeting) the holders of the Common Shares, on all matters submitted to a vote. The Thomson Reuters Corporation Articles provide further that, on each such matter, the holder of the Special Voting Share shall be entitled to exercise the following voting rights:

(a)in relation to a resolution of Thomson Reuters Corporation to approve a Joint Electorate Action, the rights:

(i)to cast such number of votes in favour of such resolution as were cast in favour of the Equivalent Resolution by holders of TR PLC Ordinary Shares at the Parallel Shareholder Meeting;

(ii)to cast such number of votes against such resolution as were cast against the Equivalent Resolution by holders of TR PLC Ordinary Shares at the Parallel Shareholder Meeting;

(iii)to withhold such number of votes from such resolution as were withheld from the Equivalent Resolution by holders of TR PLC Ordinary Shares at the Parallel Shareholder Meeting; and

(iv)to abstain from voting such number of votes in respect of such resolution as were recorded as abstentions in respect of the Equivalent Resolution by holders of TR PLC Ordinary Shares at the Parallel Shareholder Meeting;

in each case multiplied by the Equalization Ratio in effect at the time such rights are exercised and rounded up to the nearest whole number, and provided that, for greater certainty, if the holder of the Special Voting Share exercises its voting rights  in relation to any such resolution, it shall be required to exercise all, but not less than all, of such voting rights;

(b)in relation to a resolution of Thomson Reuters Corporation to approve a Class Rights Action:

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(i)if the Equivalent Resolution was approved by the requisite number (as determined in accordance with the TR PLC Articles and Applicable Laws) of the holders of TR PLC Ordinary Shares at the Parallel Shareholder Meeting, no right to cast any vote; and

(ii)if the Equivalent Resolution was not approved by the requisite number (as determined in accordance with the TR PLC Articles and Applicable Laws) of the holders of TR PLC Ordinary Shares at the Parallel Shareholder Meeting, the right to cast such number of votes against such resolution as would be sufficient to defeat it;

(c)in relation to any Procedural Resolution, no right to cast any vote; and

(d)in relation to any resolution pertaining to any matter on which the holder of the Special Voting Share is required by Applicable Laws to vote separately as a class, the right to cast one vote.

D.The Thomson Reuters Corporation Articles provide that, for the purposes of determining the number of votes the holder of the Special Voting Share is entitled to cast pursuant to subparagraphs (a) to (d) of the foregoing Recital, in the event that the holder of the TR PLC Reuters Founders Share has exercised its voting rights pursuant to paragraph 7.2 of the TR PLC Articles in relation to an Equivalent Resolution, each vote cast in favour of or against that Equivalent Resolution, withheld therefrom or recorded as an abstention in respect thereof at the Parallel Shareholder Meeting by a TR PLC Acquiring Person shall be divided by one hundred.

E.The Thomson Reuters Corporation Articles provide that at all times when the holder of the TR PLC Reuters Founders Share is entitled to exercise voting rights pursuant to paragraph 12.8 of the TR PLC Articles, the holder of the Special Voting Share shall be entitled, in relation to a resolution of Thomson Reuters Corporation to approve a Joint Electorate Action, to exercise the right to cast such number of votes in favour of and against such resolution, to withhold such number of votes therefrom and to abstain from voting such number of votes in respect thereof as were cast in favour and against the

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Equivalent Resolution, withheld therefrom or recorded as abstentions in respect thereof, respectively, by the holder of the TR PLC Reuters Founders Share at the Parallel Shareholder Meeting; and that, for avoidance of doubt, such rights of the holder of the Special Voting Share are in addition to, and shall be deemed to be exercised by the holder of the Special Voting Share upon the exercise of, its other rights pursuant to the foregoing Recital.

F.The Trustee shall enter into the Special Voting Share Agreement (as defined below) pursuant to which it will agree to exercise the voting rights attached to the Special Voting Share under the Thomson Reuters Corporation Articles on all matters submitted to a vote at meetings of shareholders of Thomson Reuters Corporation and that it will exercise no discretion as to whether, or how, to exercise the voting rights attached to the Special Voting Share.

G.Recitals A, B, C, D, and E are made as representations and statements of fact by the Settlor and not by the Trustee.

NOW THEREFORE THIS DEED OF TRUST WITNESSETH that in consideration of the mutual covenants herein contained, the Settlor and the Trustee agree that the Settlement Amount, the Special Voting Share, together with any other property that may at any time be held by the Trustee in lieu thereof (all of which is herein referred to as the “Trust Fund”) shall be held by the Trustee upon the following trusts:

ARTICLE 1.
INTERPRETATION

1.1Definitions

In this Deed (including the Recitals) the following expressions shall, unless precluded by the context, have the following meanings respectively, namely:

(a)“Beneficiaries” means the holders from time to time of issued and outstanding TR PLC Ordinary Shares;

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(b)“business day” means a day (other than a Saturday or Sunday) on which banks are generally open for business in the City of Toronto, New York or London;

(c)“default” has the meaning attributed thereto in section 6.9(d);

(d)“Equalization and Governance Agreement” means the Equalization and Governance Agreement dated as of April   , 2008 between Thomson Reuters Corporation and Thomson Reuters PLC, as the same may be amended or modified from time to time in accordance with its terms;

(e)“holder”, with respect to any shares in the capital of Thomson Reuters PLC or Thomson Reuters Corporation, means the registered holder of such shares;

(f)“reasonable administration expenses” has the meaning attributed thereto in section 5.1(a);

(g)“Settlement Amount” has the meaning attributed thereto in Recital A;

(h)“Settlor” means Thomson Reuters Corporation, as referred to above;

(i)“Special Voting Share” has the meaning attributed thereto in Recital B;

(j)“Special Voting Share Agreement” means the Special Voting Share Agreement, dated as of April   , 2008, between Thomson Reuters Corporation, Thomson Reuters PLC and the Trustee, a copy of which is attached as Schedule “A” hereto, as the same may be amended or modified from time to time in accordance with its terms;

(k)“Termination Date” means the earlier of:

(i)the day on which shall expire the period of twenty years from the death of the last survivor of the descendants living at the date of this Deed of Her Majesty Queen Elizabeth II; and

(ii)the day on which the Equalization and Governance Agreement is terminated in accordance with its terms;

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(l)“Thomson Reuters Corporation” means Thomson Reuters Corporation, a corporation incorporated and existing in accordance with the laws of the Province of Ontario;

(m)“Thomson Reuters Corporation Articles” means the articles of Thomson Reuters Corporation, as they may be amended or supplemented from time to time;

(n)“Thomson Reuters PLC” means Thomson Reuters PLC, a public limited company incorporated in England and Wales;

(o)“Trust” means the trusts set out in this Deed;

(p)“Trustee” means Computershare Trust Company of Canada while it shall be trustee hereof and such other person as shall from time to time be trustee hereof; and

(q)“Trust Fund” has the meaning attributed thereto in the statement of consideration hereto.

Expressions used but not otherwise defined in this Deed have the respective meanings attributed thereto in the Thomson Reuters Corporation Articles.

1.2          Interpretation Not Affected by Headings, etc.

The division of this Deed into Articles, sections, subsections and paragraphs, and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Deed.

1.3          Invalidity of Provisions

Each of the provisions contained in this Deed is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof.

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1.4          Governing Law

This Deed shall be governed by and construed in accordance with the laws of Province of Ontario and the federal laws of Canada applicable therein.

ARTICLE 2.
CREATION OF THE TRUST

2.1          Declaration of Trust

The Trustee acknowledges receipt of the Settlement Amount from the Settlor and agrees to hold the Settlement Amount and any other property forming the Trust Fund (including but not limited to the Special Voting Share) from time to time upon the trusts and subject to the powers and provisions contained in this Deed for the exclusive benefit of the Beneficiaries.

2.2          Irrevocable Trust

The Trust is intended and is hereby declared to be irrevocable.

2.3          Name of The Trust

The Trust created by this Deed shall be known as the “Thomson Reuters Corporation Special Voting Share Trust”.

2.4          Subscription for the Special Voting Share

Forthwith following the settlement of the Trust, the Trustee shall enter into the Special Voting Share Agreement and prior to any meeting of shareholders of Thomson Reuters Corporation following Completion (as defined in the Equalization and Governance Agreement), the Trustee shall pay the Settlement Amount to Thomson Reuters Corporation in subscription for the Special Voting Share.

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2.5          Amendment

This Deed may be amended by a written instrument executed by the Trustee, provided that Thomson Reuters Corporation consent to any such amendment, and shall be amended by such an instrument as necessary from time to time to reflect any amendments to the Thomson Reuters Corporation Articles. Notwithstanding the foregoing, no such amendment shall make the Trust revocable and no amendment shall be made that would detract from or adversely affect the Trustee’s obligation or ability to perform its obligations under the Special Voting Share Agreement.

ARTICLE 3.
NO DISTRIBUTIONS PRIOR TO THE TERMINATION DATE

3.1          No Distributions Prior to the Termination Date

Prior to the Termination Date, the Trustee shall not pay, transfer or apply the whole or any part or parts of the Trust Fund to or for the benefit of the Beneficiaries.

ARTICLE 4.
DISTRIBUTIONS ON THE TERMINATION DATE

4.1          Distribution of the Trust Fund on the Termination Date

On the Termination Date, the Trustee shall divide the Trust Fund in equal shares among the Beneficiaries; provided, however, that if the Trustee, in its sole discretion, determines that an equal division among the Beneficiaries is not economically feasible or would not provide any meaningful economic benefit to such holders, the Trustee shall pay or transfer the Trust Fund to Thomson Reuters PLC.

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ARTICLE 5.
CONCERNING THE TRUSTEE

5.1          Fees and Expenses

(a)The Trustee will have the power to incur and make payment of any charges or expenses which in the opinion of the Trustee are necessary or incidental to or proper for carrying out any of the purposes of this Deed and to pay appropriate compensation or fees (“reasonable administration expenses”) to persons with whom the Trustee has contracted or transacted business in relation thereto.

(b)The Trustee shall be entitled to recover from Thomson Reuters Corporation the reasonable administration expenses of the Trustee and to be paid by Thomson Reuters Corporation fees as agreed to between the Trustee and Thomson Reuters Corporation from time to time. Any amount due under this section 5.1 and unpaid 30 days after request for such payment shall bear interest from the expiration of such 30 days at a rate per annum equal to the rate charged by the Trustee from time to time and as agreed to between the Trustee and Thomson Reuters Corporation, payable on demand.  Such remuneration shall continue to be payable until the trusts hereof shall be finally wound up, whether or not the trusts of this Deed shall be in course of administration by or under the direction of a court. Notwithstanding the foregoing, if the trusts of this Deed shall be in course of administration by or under the direction of a court, remuneration under this section 5.1 shall be payable only if the Trustee has not resigned, been terminated or has otherwise been discharged from the trusts and powers reposed in or conferred on it by this Deed.

5.2          Termination of the Trustee’s Appointment and Appointment of Successor Trustee

(a)Subject to section 5.2(b), the Trustee’s position as trustee hereunder may be terminated by written notice to the Trustee given by Thomson Reuters Corporation, which notice shall take effect on the date specified therein (being no earlier than 30 days from the date of delivery of the notice to the Trustee) and

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shall specify the name of the successor trustee. The Trustee shall co-operate reasonably in effecting the transition to the successor trustee, who will be the Trustee for all purposes hereunder as at and from the date on which the prior Trustee’s position is terminated in accordance with the provisions of this section 5.2.

(b)The Trustee shall not be removed in accordance with section 5.2(a) until a written consent of the successor trustee to become Trustee has been delivered to Thomson Reuters Corporation.

5.3          Resignation of Trustee

(a)If the Trustee desires to resign and be discharged from the trusts and powers reposed in or conferred on it by this Deed, it shall provide not less than 60 days’ written notice thereof to Thomson Reuters PLC and Thomson Reuters Corporation.  At any time after receipt of such notice, Thomson Reuters Corporation shall appoint a successor trustee in the place and stead of the resigning Trustee.  Upon the written consent of the successor trustee to become Trustee, the resigning Trustee will be discharged from its office hereunder.

(b)If no successor trustee shall have been appointed and consented to become Trustee within 60 days after delivery of the notice provided in section 5.3(a), the Trustee may petition any court of competent jurisdiction for appointment of a successor trustee. The Trustee may charge all costs and expenses incurred by it in doing the foregoing to Thomson Reuters Corporation.

5.4          Vacancy

(a)The term of office of the Trustee shall automatically terminate and a vacancy shall occur in the event of the bankruptcy or insolvency of the Trustee or upon the substantial and continuing inability of the Trustee to exercise its duties under this Deed which has continued for 10 days.

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(b)If a vacancy occurs in the office of the Trustee for any reason, Thomson Reuters Corporation shall by written instrument appoint a successor trustee to replace the Trustee.  If Thomson Reuters Corporation fails to make such appointment within 30 days of the occurrence of any vacancy, then the Trustee may make an application to any court of competent jurisdiction for appointment of a successor trustee. The Trustee may charge all costs and expenses incurred by it in doing the foregoing to Thomson Reuters Corporation.

(c)Notwithstanding the foregoing, no vacancy shall operate to annul this Deed or affect the continuity of the Trust.

5.5          Merger, Consolidation and Amalgamation

Any company into which the Trustee may be merged or with which it may be consolidated or amalgamated, or any company resulting from any merger, consolidation or amalgamation to which the Trustee is a party, or any company to whom the Trustee may transfer its trust business, will be a successor trustee under this Deed without need of any further action and the successor trustee undertakes to provide further confirmation of such to Thomson Reuters Corporation.

5.6          Successor Trustee; Automatic Amendment

(a)Any successor trustee will become vested with all the estates, properties, rights, powers, duties, responsibilities and trusts of its predecessors in the Trust as if it had been originally named as Trustee pursuant to this Deed, but nevertheless, upon written request of Thomson Reuters Corporation or the successor trustee, the Trustee ceasing to act will, upon payment of all amounts due it under section 5.1, at the expense of the Thomson Reuters Corporation, do, make, execute, deliver or cause to be done, made, executed or delivered all such acts, documents, deeds or other instruments and things as may be necessary or desirable in order to more effectually assign, transfer and deliver to, and vest in, the successor trustee, upon the trusts herein expressed, all the rights, powers and trusts of, and all property held by the Trustee so ceasing to act.

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(b)Each successor trustee shall be bound by the terms of this Deed to which its predecessor was a party without need of any further action and the successor trustee undertakes to provide such further confirmation to the Trustee and Thomson Reuters Corporation as may be requested.

(c)Upon the Trustee ceasing to be the trustee of the Trust, this Deed will be automatically amended to delete any reference to the name of the Trustee so ceasing to be the trustee of the Trust and to substitute therefor the name of the successor trustee of the Trust.

5.7          Residency

The Trustee shall at all times be a resident of Canada for purposes of the Income Tax Act (Canada).

5.8          No Additional Assets

Neither the Settlor nor any other person may at any time add additional assets to the Trust Fund.

5.9          Confidentiality

The Trustee will treat as confidential all information relating to the Trust and the Trust Fund obtained by it in its capacity as trustee of the Trust.

5.10        Powers

The Trustee shall have such powers as are necessary to perform its obligations under this Deed and the Special Voting Share Agreement.

5.11        Duties in Connection with the Special Voting Share

For so long as the Special Voting Share forms the Trust Fund, the Trustee shall perform its obligations under the Special Voting Share Agreement.  Other than as set forth in this section 5.11, prior to the Termination Date, the Trustee’s only duty in respect of the Special Voting Share shall be to retain the Special Voting Share in trust.  For greater certainty, prior to the

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Termination Date, the Trustee shall have no power to sell or otherwise dispose of or deal with the Special Voting Share.

ARTICLE 6.
STANDARD OF CARE, LIMITATION OF LIABILITY
AND RELATED MATTERS

6.1          Standard of Care

The Trustee shall exercise its powers and carry out its obligations hereunder as Trustee honestly, in good faith and in the best interests of the Trust and the Beneficiaries and in connection therewith will exercise that degree of care, diligence, and skill that a reasonably prudent trustee would exercise in comparable circumstances.  The Trustee shall duly observe and comply with the provisions of any legislation and regulations which relate to the functions or role of the Trustee as a fiduciary hereunder.  Unless otherwise required by applicable law, the Trustee will not be required to give a certificate, surety or security in any jurisdiction for the performance of any duties or obligations hereunder.  The Trustee will not be required to devote its entire time to the Trust activities.

6.2          Limitation of Liability of the Trustee

(a)The Trustee shall have no personal liability whatsoever:

(i)in tort, contract or otherwise, in connection with the Trust Fund or the Special Voting Share Agreement, to the Beneficiaries or to any other person, for any action taken or permitted by it to be taken or for its failure to take any action including, without limitation, the failure to compel in any way any former or acting trustee of the Trust to redress any breach of trust in respect of the execution of the duties of its office or in respect of the Trust Fund or the Special Voting Share Agreement; or

(ii)for any loss or damage relating to any matter regarding the Trust, including any loss or diminution in the value of the Trust Fund,

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and no property or assets of the Trustee, owned in its personal capacity, will be subject to levy, execution, or other enforcement procedure with regard to any obligation under this Deed other than the obligations referred to in this section 6.2; provided that the foregoing limitations will not apply in respect of any action or failure to act arising from or in connection with the wilful misconduct by or gross negligence of the Trustee or failure by the Trustee to comply with the standard of care referred to in section 6.1.

(b)Except to the extent provided in this section 6.2, the Trustee will not be subject to any liability for any debts, liabilities, obligations, claims, demands, judgments, costs, charges or expenses against or with respect to the Trust, arising out of anything done or permitted by it to be done or its failure to take any action in respect of the execution of the duties of its office or for or in respect of the Trust Fund or the Special Voting Share Agreement.

6.3          Indemnification of the Trustee

The Trustee, its directors, officers, employees or agents will at all times be indemnified and saved harmless by Thomson Reuters Corporation from and against all claims whatsoever, including, without limitation, legal fees and disbursements on a solicitor client basis and costs and expenses incurred in connection with the enforcement of this indemnity, which the Trustee may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted from or in relation to the execution of its duties as Trustee or which it sustains or incurs in or about or in relation to the Trust Fund.  The foregoing provisions of this section 6.3 do not apply to the extent that in any circumstances there has been wilful misconduct or gross negligence by the Trustee or its directors, officers, employees or agents.  Notwithstanding any other provision hereof, this indemnity will survive the removal or resignation of the Trustee, the termination of this Deed and the termination of any trust created hereby.

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6.4Not Acting in Individual Capacity

In accepting the trusts hereby created, the Trustee shall be acting solely as the trustee of the Trust hereunder and not in its individual capacity except where it is expressly provided hereunder.

6.5Reliance upon Documents

The Trustee may rely and act upon and shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, bond, report, opinion, certificate or other document or paper reasonably believed by it in good faith to be genuine and reasonably believed by it in good faith to be signed by the proper party or parties.  The Trustee may accept in good faith a certified copy of a resolution of the board of directors or other governing body of any corporate body as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect.  As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Trustee may for all purposes hereof in taking action or omitting to take action rely on an officer’s certificate of the relevant party as to such fact or matter, and such officer’s certificate shall constitute full protection to the Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.

6.6Reliance upon Advice

In the administration of the trusts hereunder, the Trustee may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys, and may consult with and rely and act upon counsel, accountants, other professional advisors and other skilled persons selected and employed by it, and the Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written advice or opinion within the scope of the competence of any such counsel, accountants, other professional advisors or other skilled persons and not contrary to any express and unambiguous provision in this Deed (if, as applicable, such counsel, accountants, other professional advisors or other skilled person was aware that the Trustee was receiving and relying upon advice in its capacity as the trustee of the Trust).  The Trustee shall not be liable for the default, misconduct or negligence

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of any agent or attorney appointed and supervised by it with due care and consistent with its standard of care in section 6.1.

6.7Outside Businesses

The Trustee may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Trust, and neither Thomson Reuters Corporation nor the Beneficiaries shall have any right by virtue of this Deed in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Trust, shall not be deemed wrongful or improper.  The Trustee may engage or be interested in any financial or other transaction with Thomson Reuters Corporation, Thomson Reuters PLC or the Beneficiaries, or may act as depositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of Thomson Reuters Corporation, Thomson Reuters PLC or the Beneficiaries.

6.8Provisions Regarding Liability

Subject to section 6.2 and section 6.4, any written instrument creating an obligation of the Trustee will be conclusively deemed to have been executed by the Trustee only in its capacity as trustee of the Trust and:

(a)any and all of the representations, warranties, undertakings, covenants, indemnities, agreements and other obligations made on the part of the Trustee therein are made and intended not as personal representations, warranties, undertakings, covenants, indemnities, agreements and other obligations by the Trustee or for the purpose or with the intention of binding the Trustee in its personal capacity and are made and intended for the purpose of binding only the property and assets of the Trust or a specific portion thereof;

(b)no property or assets of the Trustee, whether owned beneficially by it in its personal capacity or otherwise are intended to be subject to levy, execution or other enforcement procedures with regard to any of the representations,

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warranties, undertakings, covenants, indemnities, agreements and other obligations of the Trust or the Trustee thereunder; and

(c)no recourse is intended to be had or taken, directly or indirectly against the Trustee in its personal capacity, or any director, officer, employee or agent of the Trustee with regard to the representations, warranties, undertakings, covenants, indemnities, agreements and other obligations of the Trust or the Trustee thereunder.

6.9Protection of Trustee

(a)The Trustee shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any security deposited with it.

(b)Notwithstanding anything contained herein to the contrary, the Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers hereunder.

(c)The Trustee shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof.

(d)The Trustee shall not be required to take notice of any failure by it in the exercise of its powers or the carrying out of its obligations hereunder (a “default”), unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee. In the absence of any such notice, the Trustee may for all purposes of this Deed conclusively assume that no default has been made, and no such notice shall in any way limit any discretion herein given to the Trustee to determine whether or not the Trustee shall take action with respect to such default.

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ARTICLE 7.
MISCELLANEOUS

7.1Notices

(a)Any notice to the Trustee under the provisions hereof shall be valid and effective if delivered to Computershare Trust Company of Canada, 100 University Avenue, 9th Floor, North Tower, Toronto, Ontario, M5J 2Y1, Canada (attention: Manager, Corporate Trust), or if sent by facsimile transmission (with receipt confirmed) to Computershare Trust Company of Canada at 416.981.9777. The Trust may from time to time notify Thomson Reuters Corporation and Thomson Reuters PLC of a change in address or facsimile number which thereafter, until changed by like notice, shall be the address or facsimile number of the Trust for all purposes of this Deed.

(b)Any notice to Thomson Reuters Corporation under the provisions hereof shall be valid and effective if delivered to Thomson Reuters Corporation, Suite 2706, Toronto Dominion Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A1, Canada (attention: General Counsel), or if sent by facsimile transmission (with receipt confirmed) to Thomson Reuters Corporation at [fax number].  Thomson Reuters Corporation may from time to time notify the Trustee of a change in address or facsimile number which thereafter, until changed by like notice, shall be the address or facsimile number of the Thomson Reuters Corporation for all purposes of this Deed.

(c)Any notice to Thomson Reuters PLC under the provisions hereof shall be valid and effective if delivered to Thomson Reuters PLC, First Floor, The Quadrangle, 180 Wardour Street, London W1A 4YG, United Kingdom (attention: General Counsel), or if sent by facsimile transmission (with receipt confirmed) to Thomson Reuters PLC at [fax number].  Thomson Reuters PLC may from time to time notify the Trustee of a change in address or facsimile number which thereafter, until changed by like notice, shall be the address or facsimile number of the Thomson Reuters PLC for all purposes of this Deed.

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(d)All notices provided pursuant to this section 7.1 shall be deemed to have been validly given at the time of delivery or transmission if it is received by the applicable addressee prior to 4:00 p.m. (Toronto time) on a business day, failing which it shall be deemed to have been given on the next business day.

7.2Successors and Assigns

All covenants and agreements in this Deed by the Trustee shall bind and inure to the benefit of its successors and assigns, whether or not so expressed.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF the parties have hereunto executed this Deed.

SIGNED, SEALED AND DELIVERED in the presence of	)
	)
	)
	)
	)
	)	Settlor
	)
	)
	)	COMPUTERSHARE TRUST
	)	COMPANY OF CANADA
	)
	)	by:
	)	Name:
	)	Title:
	)
	)
	)	by:
	)	Name:
	)	Title:

SCHEDULE “A”

SPECIAL VOTING SHARE AGREEMENT

EX-99.7

Exhibit 99.7

DRAFT FORM

THOMSON REUTERS PLC SPECIAL VOTING SHARE TRUST DEED

THIS DEED OF TRUST made as of the   day of April, 2008

B E T W E E N:

THOMSON REUTERS CORPORATION,
a corporation incorporated under the laws of the Province of Ontario

(the “Settlor”)

– and –

COMPUTERSHARE TRUST COMPANY OF CANADA,
a trust company incorporated under the laws of Canada

(the “Trustee”)

RECITALS

A.The Settlor wishes to establish a trust to be known as the “Thomson Reuters PLC Special Voting Share Trust” and has paid to the Trusteethe sum of £500,000 (five hundred thousand pounds) (the “Settlement Amount”) on the trusts hereinafter set out.

B.It is contemplated that the Trustee shall pay the Settlement Amount to Thomson Reuters PLC (as defined below) in subscription for one special voting share of £500,000 (five hundred thousand pounds) in the capital of Thomson Reuters PLC (the “Special Voting Share”) and that the Special Voting Share shall be held on the trusts hereinafter set out.

C.The Thomson Reuters PLC Articles (as defined below) provide that the holder of the Special Voting Share shall be entitled to receive notice of and to attend or be represented by proxy at all meetings of the shareholders of Thomson Reuters PLC and at any such

meeting to vote, together with (except at meetings of the holder of the Special Voting Share required by Applicable Laws to be held as a separate class meeting) the holders of the Ordinary Shares, on all matters submitted to a vote. The Thomson Reuters PLC Articles provide further that, on each such matter, the holder of the Special Voting Share shall be entitled to exercise the following voting rights:

(a)in relation to a resolution of Thomson Reuters PLC to approve a Joint Electorate Action, the rights:

(i)to cast such number of votes in favour of such resolution as were cast in favour of the Equivalent Resolution by holders of TR Corporation Common Shares at the Parallel Shareholder Meeting;

(ii)to cast such number of votes against such resolution as were cast against the Equivalent Resolution by holders of TR Corporation Common Shares at the Parallel Shareholder Meeting;

(iii)to withhold such number of votes from such resolution as were withheld from the Equivalent Resolution by holders of TR Corporation Common Shares at the Parallel Shareholder Meeting; and

(iv)to abstain from voting such number of votes in respect of such resolution as were recorded as abstentions in respect of the Equivalent Resolution by holders of TR Corporation Common Shares at the Parallel Shareholder Meeting;

in each case divided by the Equalization Ratio in effect at the time such rights are exercised and rounded up to the nearest whole number, and provided that, for greater certainty, if the holder of the Special Voting Share exercises its voting rights  in relation to any such resolution, it shall be required to exercise all, but not less than all, of such voting rights;

(b)in relation to a resolution of Thomson Reuters PLC to approve a Class Rights Action:

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(i)if the Equivalent Resolution was approved by the requisite number (as determined in accordance with the TR Corporation Articles, the TR Corporation By-Laws and Applicable Laws) of the holders of TR Corporation Common Shares at the Parallel Shareholder Meeting, no right to cast any vote; and

(ii)if the Equivalent Resolution was not approved by the requisite number (as determined in accordance with the TR Corporation Articles, the TR Corporation By-Laws and Applicable Laws) of the holders of TR Corporation Common Shares at the Parallel Shareholder Meeting, the right to cast such number of votes against such resolution as would be sufficient to defeat it;

(c)in relation to any Procedural Resolution, no right to cast any vote; and

(d)in relation to any resolution pertaining to any matter on which the holder of the Special Voting Share is required by Applicable Laws to vote separately as a class, the right to cast one vote.

D.The Thomson Reuters PLC Articles provide that, for the purposes of determining the number of votes the holder of the Special Voting Share is entitled to cast pursuant to subparagraphs (a) to (d) of the foregoing Recital, in the event that the holder of the TR Corporation Reuters Founders Share has exercised its voting rights pursuant to Section 1.6.6(b) of the TR Corporation Articles in relation to an Equivalent Resolution, each vote cast in favour of or against that Equivalent Resolution, withheld therefrom or recorded as an abstention in respect thereof at the Parallel Shareholder Meeting by a TR Corporation Acquiring Person shall be divided by one hundred.

E.The Thomson Reuters PLC Articles provide that at all times when the holder of the TR Corporation Reuters Founders Share is entitled to exercise voting rights pursuant to Section 1.6.7(d) of the TR Corporation Articles, the holder of the Special Voting Share shall be entitled, in relation to a resolution of Thomson Reuters PLC to approve a Joint Electorate Action, to exercise the right to cast such number of votes in favour of and

3

against such resolution, to withhold such number of votes therefrom and to abstain from voting such number of votes in respect thereof as were cast in favour and against the Equivalent Resolution, withheld therefrom or recorded as abstentions in respect thereof, respectively, by the holder of the TR Corporation Reuters Founders Share at the Parallel Shareholder Meeting; and that, for avoidance of doubt, such rights of the holder of the Special Voting Share are in addition to, and shall be deemed to be exercised by the holder of the Special Voting Share upon the exercise of, its other rights pursuant to the foregoing Recital.

F.The Trustee shall enter into the Special Voting Share Agreement (as defined below) pursuant to which it will agree to exercise the voting rights attached to the Special Voting Share under the Thomson Reuters PLC Articles on all matters submitted to a vote at meetings of shareholders of Thomson Reuters PLC and that it will exercise no discretion as to whether, or how, to exercise the voting rights attached to the Special Voting Share.

G.Recitals A, B, C, D, and E are made as representations and statements of fact by the Settlor and not by the Trustee.

NOW THEREFORE THIS DEED OF TRUST WITNESSETH that in consideration of the mutual covenants herein contained, the Settlor and the Trustee agree that the Settlement Amount, the Special Voting Share, together with any other property that may at any time be held by the Trustee in lieu thereof (all of which is herein referred to as the “Trust Fund”) shall be held by the Trustee upon the following trusts:

ARTICLE 1.
INTERPRETATION

1.1          Definitions

In this Deed (including the Recitals) the following expressions shall, unless precluded by the context, have the following meanings respectively, namely:

(a)“Admission” has the meaning attributed thereto in section 2.4;

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(b)“Beneficiaries” means the holders from time to time of issued and outstanding TR Corporation Common Shares;

(c)“business day” means a day (other than a Saturday or Sunday) on which banks are generally open for business in the City of Toronto, New York or London;

(d)“Code” means the United States Internal Revenue Code of 1986, as amended, and Treasury Regulations promulgated thereunder;

(e)“Deal”, in relation to the Trust Fund or an interest in the Trust Fund or the rights attaching to the Trust Fund, means to transfer, assign (by operation of law or otherwise), convey, create an Encumbrance over or otherwise deal (or agree to do any of those things) with such Trust Fund or interest or rights in any way whatsoever and the word “Dealing” and similar words have corresponding meanings;

(f)“default” has the meaning attributed thereto in section 6.9(d);

(g)“Encumbrance” means an interest or power:

(i)reserved in or over any interest in any asset (including shares) including any retention of title; or

(ii)created or otherwise arising in or over any interest in any asset (including shares) under a bill of sale, mortgage, charge, lien, pledge, trust or power, by way of security for the payment of debt or any other monetary obligation or the performance of any other obligation and whether existing or agreed to be granted or created;

(h)“Equalization and Governance Agreement” means the Equalization and Governance Agreement dated as of  April   , 2008 between Thomson Reuters Corporation and Thomson Reuters PLC, as the same may be amended or modified from time to time in accordance with its terms;

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(i)“holder”, with respect to any shares in the capital of Thomson Reuters PLC or Thomson Reuters Corporation, means the registered holder of such shares;

(j)“Investment Company Act” means the United States Investment Company Act of 1940 and the rules and regulations promulgated thereunder;

(k)“reasonable administration expenses” has the meaning attributed thereto in section 5.1(a);

(l)“Settlement Amount” has the meaning attributed thereto in Recital A;

(m)“Settlor” means Thomson Reuters Corporation, as referred to above;

(n)“Special Voting Share” has the meaning attributed thereto in Recital B;

(o)“Special Voting Share Agreement” means the Special Voting Share Agreement, dated as of April   , 2008, between Thomson Reuters Corporation, Thomson Reuters PLC and the Trustee, a copy of which is attached as Schedule “A” hereto, as the same may be amended or modified from time to time in accordance with its terms;

(p)“Termination Date” means the earlier of:

(i)the day on which shall expire the period of twenty years from the death of the last survivor of the descendants living at the date of this Deed of Her Majesty Queen Elizabeth II; and

(ii)the day on which the Equalization and Governance Agreement is terminated in accordance with its terms;

(q)“Thomson Reuters Corporation” means Thomson Reuters Corporation, a corporation incorporated and existing in accordance with the laws of the Province of Ontario;

(r)“Thomson Reuters PLC” means Thomson Reuters PLC, a public limited company incorporated in England and Wales;

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(s)“Thomson Reuters PLC Articles” means the articles of association of Thomson Reuters PLC, as they may be amended or supplemented from time to time;

(t)“Trust” means the trusts set out in this Deed;

(u)“Trustee” means Computershare Trust Company of Canada while it shall be trustee hereof and such other person as shall from time to time be trustee hereof; and

(v)“Trust Fund” has the meaning attributed thereto in the statement of consideration hereto.

Expressions used but not otherwise defined in this Deed have the respective meanings attributed thereto in the Thomson Reuters PLC Articles.

1.2          Interpretation Not Affected by Headings, etc.

The division of this Deed into Articles, sections, subsections and paragraphs, and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Deed.

1.3          Invalidity of Provisions

Each of the provisions contained in this Deed is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof.

1.4          Governing Law

This Deed shall be governed by and construed in accordance with the laws of Province of Ontario and the federal laws of Canada applicable therein.

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ARTICLE 2.
CREATION OF THE TRUST

2.1          Declaration of Trust

The Trustee acknowledges receipt of the Settlement Amount from the Settlor and agrees to hold the Settlement Amount and any other property forming the Trust Fund (including but not limited to the Special Voting Share) from time to time upon the trusts and subject to the powers and provisions contained in this Deed for the exclusive benefit of the Beneficiaries.

2.2          Irrevocable Trust

The Trust is intended and is hereby declared to be irrevocable.

2.3          Name of The Trust

The Trust created by this Deed shall be known as the “Thomson Reuters PLC Special Voting Share Trust”.

2.4          Subscription for the Special Voting Share

Forthwith following the settlement of the Trust, the Trustee shall enter into the Special Voting Share Agreement and, after the date of admission of the ordinary share capital of Thomson Reuters PLC to listing on the Official List of the United Kingdom Listing Authority (“Admission”) but not later than the record date for the first general meeting of the ordinary shareholders of Thomson Reuters PLC following Admission, the Trustee shall pay the Settlement Amount to Thomson Reuters PLC in subscription for the Special Voting Share.

2.5          Beneficial Interests

The Trust shall consist of a single class of beneficial interests each of which (upon execution of the Special Voting Share Agreement) shall correspond to an issued and outstanding TR Corporation Common Share. Each of the beneficial interests represents an identical, undivided interest in the Trust Fund held by the Trustee upon trust for the benefit of the Beneficiaries.

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2.6          Amendment

(a)This Deed may be amended from time to time in writing by Thomson Reuters Corporation and the Trustee without the consent of any of the Beneficiaries:

(i)if such amendment does not materially and adversely affect the rights of any Beneficiary under this Deed;

(ii)to cure any ambiguity or to correct or supplement any provision in this Deed which may be defective or inconsistent with any other provision in this Deed or the Thomson Reuters PLC Articles;

(iii)to add to the covenants, restrictions or obligations for the benefit of the Beneficiaries;

(iv)to comply with requirements of the law governing this Deed;

(v)to comply with any requirements imposed by the Code or to qualify the Trust as a “grantor trust” under Subpart E, Part I of Subchapter J of the Code;

(vi)to amend or waive the terms of section 6.2 in any manner which shall not adversely affect the Beneficiaries in any material respect; or

(vii)to evidence and provide for the acceptance of appointment under this Deed by a successor trustee.

(b)This Deed may otherwise be amended in writing by Thomson Reuters Corporation and the Trustee with the consent of the Beneficiaries. A consent by the Beneficiaries under this section 2.6(b) shall be deemed to have been given if the amendment is approved by a majority of the votes cast by holders of Thomson Reuters Corporation Common Shares present in person or represented by proxy and entitled to vote at a meeting of shareholders of Thomson Reuters Corporation called to consider such amendment.

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(c)Notwithstanding anything in this section 2.6, no amendment to this Deed shall be made or effective if it would:

(i)cause the Trust not to be classified for U.S. federal, state and local income tax purposes either as an agency or as an “investment trust” under the Code and Treasury Regulation 301.7701-4 (c) and, without limitation, as a grantor trust under Subpart E, Part 1 of Subchapter J of the Code pursuant to which the Beneficiaries would be considered to own the Trust Fund for U.S. federal, state and local income tax purposes, and not as a trust or association taxable as a corporation or as a partnership;

(ii)make the Trust revocable; or

(iii)detract from or adversely affect the Trustee’s obligation or ability to perform its obligations under the Special Voting Share Agreement.

ARTICLE 3.
NO DISTRIBUTIONS PRIOR TO THE TERMINATION DATE

3.1          No Distributions Prior to the Termination Date

Prior to the Termination Date, the Trustee shall not pay, transfer or apply the whole or any part or parts of the Trust Fund to or for the benefit of the Beneficiaries; provided, however, that in the event the Trust derives income, the Trustee shall, from time to time and at any time prior to the Termination Date, distribute to or pay or apply to or for the use or benefit of the Beneficiaries, pro rata, according to their respective interests in the Trust Fund, the net income of the Trust, as soon as practicable after the receipt of such income.

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ARTICLE 4.
DISTRIBUTIONS ON THE TERMINATION DATE

4.1          Distribution of the Trust Fund on the Termination Date

On the Termination Date, the Trusteeshall divide the Trust Fund and distribute, or otherwise make available, the Trust Fund to and among the Beneficiaries, pro rata, in accordance with their respective beneficial interests therein.

ARTICLE 5.
CONCERNING THE TRUSTEE

5.1          Fees and Expenses

(a)The Trustee will have the power to incur and make payment of any charges or expenses which in the opinion of the Trustee are necessary or incidental to or proper for carrying out any of the purposes of this Deed and to pay appropriate compensation or fees (“reasonable administration expenses”) to persons with whom the Trustee has contracted or transacted business in relation thereto.

(b)The Trustee shall be entitled to recover from Thomson Reuters Corporation the reasonable administration expenses of the Trustee and to be paid by Thomson Reuters Corporation fees as agreed to between the Trustee and Thomson Reuters Corporation from time to time. Any amount due under this section 5.1 and unpaid 30 days after request for such payment shall bear interest from the expiration of such 30 days at a rate per annum equal to the rate charged by the Trustee from time to time and as agreed to between the Trustee and Thomson Reuters Corporation, payable on demand.  Such remuneration shall continue to be payable until the trusts hereof shall be finally wound up, whether or not the trusts of this Deed shall be in course of administration by or under the direction of a court. Notwithstanding the foregoing, if the trusts of this Deed shall be in course of administration by or under the direction of a court, remuneration under this section 5.1 shall be payable only if the Trustee has not resigned, been terminated

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or has otherwise been discharged from the trusts and powers reposed in or conferred on it by this Deed.

5.2          Termination of the Trustee’s Appointment and Appointment of Successor Trustee

(a)Subject to section 5.2(b), the Trustee’s position as trustee hereunder may be terminated by written notice to the Trustee given by Thomson Reuters Corporation, which notice shall take effect on the date specified therein (being no earlier than 30 days from the date of delivery of the notice to the Trustee) and shall specify the name of the successor trustee. The Trustee shall co-operate reasonably in effecting the transition to the successor trustee, who will be the Trustee for all purposes hereunder as at and from the date on which the prior Trustee’s position is terminated in accordance with the provisions of this section 5.2.

(b)The Trustee shall not be removed in accordance with section 5.2(a) until a written consent of the successor trustee to become Trustee has been delivered to Thomson Reuters Corporation.

5.3          Resignation of Trustee

(a)If the Trustee desires to resign and be discharged from the trusts and powers reposed in or conferred on it by this Deed, it shall provide not less than 60 days’ written notice thereof to Thomson Reuters Corporation and Thomson Reuters PLC.  At any time after receipt of such notice, Thomson Reuters Corporation shall appoint a successor trustee in the place and stead of the resigning Trustee.  Upon the written consent of the successor trustee to become Trustee, the resigning Trustee will be discharged from its office hereunder.

(b)If no successor trustee shall have been appointed and consented to become Trustee within 60 days after delivery of the notice provided in section 5.3(a), the Trustee may petition any court of competent jurisdiction for appointment of a successor trustee.  The Trustee may charge all costs and expenses incurred by it in doing the foregoing to Thomson Reuters Corporation.

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5.4          Vacancy

(a)The term of office of the Trustee shall automatically terminate and a vacancy shall occur in the event of the bankruptcy or insolvency of the Trustee or upon the substantial and continuing inability of the Trustee to exercise its duties under this Deed which has continued for 10 days.

(b)If a vacancy occurs in the office of the Trustee for any reason, Thomson Reuters Corporation shall by written instrument appoint a successor trustee to replace the Trustee.  If Thomson Reuters Corporation fails to make such appointment within 30 days of the occurrence of any vacancy, then the Trustee may make an application to any court of competent jurisdiction for appointment of a successor trustee. The Trustee may charge all costs and expenses incurred by it in doing the foregoing to Thomson Reuters Corporation.

(c)Notwithstanding the foregoing, no vacancy shall operate to annul this Deed or affect the continuity of the Trust.

5.5          Merger, Consolidation and Amalgamation

Any company into which the Trustee may be merged or with which it may be consolidated or amalgamated, or any company resulting from any merger, consolidation or amalgamation to which the Trustee is a party, or any company to whom the Trustee may transfer its trust business, will be a successor trustee under this Deed without need of any further action and the successor trustee undertakes to provide further confirmation of such to Thomson Reuters Corporation.

5.6          Successor Trustee; Automatic Amendment

(a)Any successor trustee will become vested with all the estates, properties, rights, powers, duties, responsibilities and trusts of its predecessors in the Trust as if it had been originally named as Trustee pursuant to this Deed, but nevertheless, upon written request of Thomson Reuters Corporation or the successor trustee, the Trustee ceasing to act will, upon payment of all amounts due it under section 5.1,

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at the expense of the Thomson Reuters Corporation, do, make, execute, deliver or cause to be done, made, executed or delivered all such acts, documents, deeds or other instruments and things as may be necessary or desirable in order to more effectually assign, transfer and deliver to, and vest in, the successor trustee, upon the trusts herein expressed, all the rights, powers and trusts of, and all property held by the Trustee so ceasing to act.

(b)Each successor trustee shall be bound by the terms of this Deed to which its predecessor was a party without need of any further action and the successor trustee undertakes to provide such further confirmation to the Trustee and Thomson Reuters Corporation as may be requested.

(c)Upon the Trustee ceasing to be the trustee of the Trust, this Deed will be automatically amended to delete any reference to the name of the Trustee so ceasing to be the trustee of the Trust and to substitute therefor the name of the successor trustee of the Trust.

5.7          Residency

The Trustee shall at all times be a resident of Canada for purposes of the Income Tax Act (Canada).

5.8          No Additional Assets

Neither the Settlor nor any other person may at any time add additional assets to the Trust Fund.

5.9          Confidentiality

The Trustee will treat as confidential all information relating to the Trust and the Trust Fund obtained by it in its capacity as trustee of the Trust.

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5.10        Powers

The Trustee shall administer the Trust Fund for the benefit of the Beneficiaries. In administering the Trust Fund, the Trustee shall have such powers as are necessary to perform its obligations under this Deed and the Special Voting Share Agreement; provided, however, that the Trustee shall not engage in any activity, in relation to the Trust, other than as required or authorized by this Deed.  In particular, the Trustee shall not and shall not cause the Trust to:

(a)invest any proceeds (if any) received by the Trustee from holding the Trust Fund, but shall promptly distribute all such proceeds to the Beneficiaries pursuant to the terms of this Deed, except as allowed pursuant to the principles set forth in Rev. Rul. 75-192 1975-1 C.B. 384, as amended or modified by subsequent changes in applicable law;

(b)except as required by this Deed or the Thomson Reuters PLC Articles, Deal in the Trust Fund, including without limitation the Special Voting Share;

(c)acquire any assets other than as expressly provided herein;

(d)vary the investment of the Trust or engage in any business or activity which would cause the Trust to be required to be registered under the Investment Company Act or which would cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes;

(e)incur any indebtedness for borrowed money or issue any other debt;

(f)issue any additional class of indebtedness for borrowed money or issue any other debt; or

(g)issue any additional class of beneficial interest in the Trust.

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5.11        Duties in Connection with the Special Voting Share

For so long as the Special Voting Share forms the Trust Fund, the Trustee shall perform its obligations under the Special Voting Share Agreement.  Other than as set forth in this section 5.11, prior to the Termination Date, the Trustee’s only duty in respect of the Special Voting Share shall be to retain the Special Voting Share in trust.  For greater certainty, prior to the Termination Date, the Trustee shall have no power to Deal with the Special Voting Share.

5.12        Tax Treatment

Subject to section 5.11, the Trustee shall always act in a manner that permits the Trust to be classified for U.S. federal, state and local income tax purposes either as an agency or as an “investment trust” under the Code and Treasury Regulation 301.7701-4 (c) and, without limitation, as a grantor trust under Subpart E, Part I of Subchapter J of the Code for U.S. federal, state and local income tax purposes, and not as a trust or association taxable as a corporation or as a partnership.  The provisions of this Deed shall be interpreted to further this intent and powers granted as well as obligations undertaken pursuant to this Deed shall be construed so as to further such intent.

5.13        Information Reporting and Withholding

The Trustee shall comply with United States federal withholding and backup withholding tax laws and information reporting requirements with respect to any payment to Beneficiaries in respect of the Trust.

Article 6.
STANDARD OF CARE, LIMITATION OF LIABILITY
AND RELATED MATTERS

6.1          Standard of Care

The Trustee shall exercise its powers and carry out its obligations hereunder as Trustee honestly, in good faith and in the best interests of the Trust and the Beneficiaries and in connection therewith will exercise that degree of care, diligence, and skill that a reasonably prudent trustee would exercise in comparable circumstances. The Trustee shall duly observe and

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comply with the provisions of any legislation and regulations which relate to the functions or role of the Trustee as a fiduciary hereunder.  Unless otherwise required by applicable law, the Trustee will not be required to give a certificate, surety or security in any jurisdiction for the performance of any duties or obligations hereunder.  The Trustee will not be required to devote its entire time to the Trust activities.

6.2          Limitation of Liability of the Trustee

(a)The Trustee shall have no personal liability whatsoever:

(i)in tort, contract or otherwise, in connection with the Trust Fund or the Special Voting Share Agreement, to the Beneficiaries or to any other person, for any action taken or permitted by it to be taken or for its failure to take any action including, without limitation, the failure to compel in any way any former or acting trustee of the Trust to redress any breach of trust in respect of the execution of the duties of its office or in respect of the Trust Fund or the Special Voting Share Agreement; or

(ii)for any loss or damage relating to any matter regarding the Trust, including any loss or diminution in the value of theTrust Fund,

and no property or assets of the Trustee, owned in its personal capacity, will be subject to levy, execution, or other enforcement procedure with regard to any obligation under this Deed other than the obligations referred to in this section 6.2; provided that the foregoing limitations will not apply in respect of any action or failure to act arising from or in connection with the wilful misconduct by or gross negligence of the Trustee or failure by the Trustee to comply with the standard of care referred to in section 6.1.

(b)Except to the extent provided in this section 6.2, the Trustee will not be subject to any liability for any debts, liabilities, obligations, claims, demands, judgments, costs, charges or expenses against or with respect to the Trust, arising out of anything done or permitted by it to be done or its failure to take any action in

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respect of the execution of the duties of its office or for or in respect of the Trust Fund or the Special Voting Share Agreement.

6.3          Indemnification of the Trustee

The Trustee, its directors, officers, employees or agents will at all times be indemnified and saved harmless by Thomson Reuters Corporation from and against all claims whatsoever, including, without limitation, legal fees and disbursements on a solicitor client basis and costs and expenses incurred in connection with the enforcement of this indemnity, which the Trustee may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted from or in relation to the execution of its duties as Trustee or which it sustains or incurs in or about or in relation to the Trust Fund.  The foregoing provisions of this section 6.3 do not apply to the extent that in any circumstances there has been wilful misconduct or gross negligence by the Trustee or its directors, officers, employees or agents.  Notwithstanding any other provision hereof, this indemnity will survive the removal or resignation of the Trustee, the termination of this Deed and the termination of any trust created hereby.

6.4          Not Acting in Individual Capacity

In accepting the trusts hereby created, the Trustee shall be acting solely as the trustee of the Trust hereunder and not in its individual capacity except where it is expressly provided hereunder.

6.5          Reliance upon Documents

The Trustee may rely and act upon and shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, bond, report, opinion, certificate or other document or paper reasonably believed by it in good faith to be genuine and reasonably believed by it in good faith to be signed by the proper party or parties.  The Trustee may accept in good faith a certified copy of a resolution of the board of directors or other governing body of any corporate body as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect.  As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Trustee may for all

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purposes hereof in taking action or omitting to take action rely on an officer's certificate of the relevant party as to such fact or matter, and such officer's certificate shall constitute full protection to the Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.

6.6          Reliance upon Advice

In the administration of the trusts hereunder, the Trustee may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys, and may consult with and rely and act upon counsel, accountants, other professional advisors and other skilled persons selected and employed by it, and the Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written advice or opinion within the scope of the competence of any such counsel, accountants, other professional advisors or other skilled persons and not contrary to any express and unambiguous provision in this Deed (if, as applicable, such counsel, accountants, other professional advisors or other skilled person was aware that the Trustee was receiving and relying upon advice in its capacity as the trustee of the Trust).  The Trustee shall not be liable for the default, misconduct or negligence of any agent or attorney appointed and supervised by it with due care and consistent with its standard of care in section 6.1.

6.7          Outside Businesses

The Trustee may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Trust, and neither Thomson Reuters Corporation nor the Beneficiaries shall have any right by virtue of this Deed in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Trust, shall not be deemed wrongful or improper.  The Trustee may engage or be interested in any financial or other transaction with Thomson Reuters Corporation, Thomson Reuters PLC or the Beneficiaries, or may act as depositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of Thomson Reuters Corporation, Thomson Reuters PLC or the Beneficiaries.

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6.8          Provisions Regarding Liability

Subject to section 6.2 and section 6.4, any written instrument creating an obligation of the Trustee will be conclusively deemed to have been executed by the Trustee only in its capacity as trustee of the Trust and:

(a)any and all of the representations, warranties, undertakings, covenants, indemnities, agreements and other obligations made on the part of the Trustee therein are made and intended not as personal representations, warranties, undertakings, covenants, indemnities, agreements and other obligations by the Trustee or for the purpose or with the intention of binding the Trustee in its personal capacity and are made and intended for the purpose of binding only the property and assets of the Trust or a specific portion thereof;

(b)no property or assets of the Trustee, whether owned beneficially by it in its personal capacity or otherwise are intended to be subject to levy, execution or other enforcement procedures with regard to any of the representations, warranties, undertakings, covenants, indemnities, agreements and other obligations of the Trust or the Trustee thereunder; and

(c)no recourse is intended to be had or taken, directly or indirectly against the Trustee in its personal capacity, or any director, officer, employee or agent of the Trustee with regard to the representations, warranties, undertakings, covenants, indemnities, agreements and other obligations of the Trust or the Trustee thereunder.

6.9          Protection of Trustee

(a)The Trustee shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any security deposited with it.

(b)Notwithstanding anything contained herein to the contrary, the Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in

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the performance of any of its duties or in the exercise of any of its rights or powers hereunder.

(c)The Trustee shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof.

(d)The Trustee shall not be required to take notice of any failure by it in the exercise of its powers or the carrying out of its obligations hereunder (a “default”), unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee. In the absence of any such notice, the Trustee may for all purposes of this Deed conclusively assume that no default has been made, and no such notice shall in any way limit any discretion herein given to the Trustee to determine whether or not the Trustee shall take action with respect to such default.

ARTICLE 7.
MISCELLANEOUS

7.1          Notices

(a)Any notice to the Trustee under the provisions hereof shall be valid and effective if delivered to Computershare Trust Company of Canada, 100 University Avenue, 9th Floor, North Tower, Toronto, Ontario, M5J 2Y1, Canada (attention: Manager, Corporate Trust), or if sent by facsimile transmission (with receipt confirmed) to Computershare Trust Company of Canada at 416.981.9777. The Trust may from time to time notify Thomson Reuters Corporation and Thomson Reuters PLC of a change in address or facsimile number which thereafter, until changed by like notice, shall be the address or facsimile number of the Trust for all purposes of this Deed.

(b)Any notice to Thomson Reuters Corporation under the provisions hereof shall be valid and effective if delivered to Thomson Reuters Corporation, Suite 2706, Toronto Dominion Bank Tower, Toronto-Dominion Centre, Toronto, Ontario,

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M5K 1A1, Canada (attention: General Counsel), or if sent by facsimile transmission (with receipt confirmed) to Thomson Reuters Corporation at [fax number].  Thomson Reuters Corporation may from time to time notify the Trustee of a change in address or facsimile number which thereafter, until changed by like notice, shall be the address or facsimile number of the Thomson Reuters Corporation for all purposes of this Deed.

(c)Any notice to Thomson Reuters PLC under the provisions hereof shall be valid and effective if delivered to Thomson Reuters PLC, First Floor, The Quadrangle, 180 Wardour Street, London W1A 4YG, United Kingdom (attention: General Counsel), or if sent by facsimile transmission (with receipt confirmed) to Thomson Reuters PLC at [fax number].  Thomson Reuters PLC may from time to time notify the Trustee of a change in address or facsimile number which thereafter, until changed by like notice, shall be the address or facsimile number of the Thomson Reuters PLC for all purposes of this Deed.

(d)All notices provided pursuant to this section 7.1 shall be deemed to have been validly given at the time of delivery or transmission if it is received by the applicable addressee prior to 4:00 p.m. (Toronto time) on a business day, failing which it shall be deemed to have been given on the next business day.

7.2          Successors and Assigns

All covenants and agreements in this Deed by the Trustee shall bind and inure to the benefit of its successors and assigns, whether or not so expressed.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF the parties have hereunto executed this Deed.

SIGNED, SEALED AND DELIVERED in the presence of	)
	)
	)
	)
	)
	)	Settlor
	)	COMPUTERSHARE TRUST COMPANY OF CANADA
	)
	)
	)	by:
	)	Name:
	)	Title:
	)
	)
	)	by:
	)	Name:
	)	Title:

SCHEDULE “A”

SPECIAL VOTING SHARE AGREEMENT

EX-99.8

Exhibit 99.8

DRAFT FORM

THOMSON REUTERS CORPORATION

— and —

THOMSON REUTERS PLC

— and —

COMPUTERSHARE TRUST COMPANY OF CANADA

SPECIAL VOTING SHARE AGREEMENT

April , 2008

THIS AGREEMENT (the “Agreement”) is dated as of April , 2008

B E T W E E N

THOMSON REUTERS CORPORATION, an Ontario corporation having its registered office at Suite 2706, Toronto—Dominion Bank Tower, Toronto—Dominion Centre, Toronto, Ontario M5K 1A1, Canada

(“Thomson Reuters Corporation”)

— and —

THOMSON REUTERS PLC, a company incorporated in England and Wales (Registered No 6141013) and having its registered office at First Floor, The Quadrangle, 180 Wardour Street, London, W1A 4YG, United Kingdom

(“Thomson Reuters PLC”)

— and —

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company incorporated under the laws of Canada having its registered office at 100 University Avenue, 9th Floor, North Tower, Toronto, Ontario M5J 2Y1, Canada

(the “Trustee”)

RECITALS

A.Thomson Reuters Corporation and Reuters Group PLC (“Reuters”) are parties to the Implementation Agreement pursuant to which Thomson Reuters Corporation has agreed to acquire Reuters by implementing the DLC Structure.

B.The Trustee will hold the Thomson Reuters Corporation Special Voting Share (as defined below) under the terms of the TR Corporation Special Voting Share Trust Deed and will hold the Thomson Reuters PLC Special Voting Share (as defined below) under the terms of the TR PLC Special Voting Share Trust Deed.

C.The Trustee has agreed to perform its obligations under this Agreement in connection with its holding of the Thomson Reuters Corporation Special Voting Share and the Thomson Reuters PLC Special Voting Share.

D.Recitals A and B are made as representations and statements of fact by Thomson Reuters Corporation and Thomson Reuters PLC and not by the Trustee.

NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows.

ARTICLE 1
DEFINITIONS AND INTERPRETATION

1.1Definitions

(a)In this Agreement:

(i)“default” has the meaning attributed thereto in section 3.7(d);

(ii)“Equalization Agreement” means the Equalization and Governance Agreement, dated as of April , 2008, between Thomson Reuters Corporation and Thomson Reuters PLC;

(iii)“Equivalent Resolution” means, in relation to a resolution of Thomson Reuters Corporation, a resolution of Thomson Reuters PLC that is certified by a duly authorized officer of Thomson Reuters PLC as equivalent in nature and effect to such resolution of Thomson Reuters Corporation and, in relation to Thomson Reuters PLC, a resolution of Thomson Reuters Corporation that is certified by a duly authorized officer of Thomson Reuters Corporation as equivalent in nature and effect to such resolution of Thomson Reuters PLC;

(iv)“Parallel Shareholder Meeting” means, in relation to a meeting of the shareholders of Thomson Reuters Corporation or Thomson Reuters PLC (the “first-mentioned company”), any meeting of the shareholders of the other company (the “second-mentioned company”) which is:

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(A)nearest in time to, or is contemporaneous with, such meeting of the shareholders of the first-mentioned company and at which some or all of the Equivalent Resolutions are to be considered; or

(B)designated by the board of directors of the second-mentioned company as the parallel meeting of shareholders of the second-mentioned company in respect of such meeting of shareholders of the first-mentioned company;

(v)“Privacy Laws” has the meaning attributed thereto in section 4.3;

(vi)“Thomson Reuters Corporation Special Voting Share” means the special voting share in Thomson Reuters Corporation, from and after the time such share has been validly issued; and

(vii)“Thomson Reuters PLC Special Voting Share” means the special voting share of £500,000 (five hundred thousand pounds) in Thomson Reuters PLC, from and after the time such share has been validly allotted and issued.

(b)Capitalized terms in this Agreement not otherwise defined are as defined herein in the Equalization and Governance Agreement.

(c)Headings are for convenience only and do not affect interpretation.  The rules of interpretation set out in Section 1.2 of the Equalization and Governance Agreement apply mutatis mutandis in this Agreement unless the context requires otherwise.

ARTICLE 2
OBLIGATIONS OF TRUSTEE

2.1Attendance at Shareholders’ Meetings

(a)In its capacity as holder of the Thomson Reuters Corporation Special Voting Share, the Trustee shall attend (through a duly authorized representative) or be

3

represented by proxy at every meeting of shareholders of Thomson Reuters Corporation, including meetings of the holders of any class or series of shares.

(b)In its capacity as holder of the Thomson Reuters PLC Special Voting Share, the Trustee shall attend (through a duly authorized representative) or be represented by proxy at every meeting of shareholders of Thomson Reuters PLC, including meetings of the holders of any class or series of shares.

2.2Exercise of Voting Rights attached to the Thomson Reuters Corporation Special Voting Share

(a)The Trustee shall exercise the voting rights attached to the Thomson Reuters Corporation Special Voting Share under the TR Corporation Articles on all resolutions to approve Joint Electorate Actions or Class Rights Actions submitted to a vote at meetings of shareholders of Thomson Reuters Corporation.  For the avoidance of doubt, the Trustee shall exercise no discretion as to whether, or how, to exercise the voting rights attached to the Thomson Reuters Corporation Special Voting Share or in respect of any other material matter arising hereunder.

(b)The Trustee shall be entitled to rely on a certificate from a duly authorized officer of Thomson Reuters Corporation that any resolution of Thomson Reuters Corporation is made in accordance with the TR Corporation Articles and By-Laws and Applicable Laws and that such resolution (including any amendments or variations thereto) is the Equivalent Resolution to a resolution considered at the Parallel Shareholder Meeting.

2.3Exercise of Voting Rights attached to the Thomson Reuters PLC Special Voting Share

(a)The Trustee shall exercise the voting rights attached to the Thomson Reuters PLC Special Voting Share under the TR PLC Articles on all resolutions to approve Joint Electorate Actions or Class Rights Actions submitted to a vote at meetings of shareholders of Thomson Reuters PLC.  For the avoidance of doubt, the Trustee shall exercise no discretion as to whether, or how, to exercise the voting

4

rights attached to the Thomson Reuters PLC Special Voting Share or in any respect of other material matter arising hereunder.

(b)The Trustee shall be entitled to rely on a certificate from a duly authorized officer of Thomson Reuters PLC that any resolution of Thomson Reuters PLC is made in accordance with the TR PLC Articles and Applicable Laws and that such resolution (including any amendments or variations thereto) is the Equivalent Resolution to a resolution considered at the Parallel Shareholder Meeting.

2.4Procedural Resolutions

The Trustee shall be entitled to rely on a determination by the individual acting as chair of a meeting of shareholders of Thomson Reuters Corporation or Thomson Reuters PLC that a particular resolution is a Procedural Resolution.

2.5Separate Class Votes

(a)In the event that the holder of the Thomson Reuters Corporation Special Voting Share is required by Applicable Laws to vote separately as a class on any resolution of Thomson Reuters Corporation, the Trustee shall:

(i)cast the vote attached to the Thomson Reuters Corporation Special Voting Share in favour of that resolution if it has been approved by the holders of TR Corporation Common Shares in accordance with the TR Corporation Articles and By-Laws and Applicable Laws; and

(ii)cast the vote attached to the Thomson Reuters Corporation Special Voting Share against that resolution if it has not been approved by the holders of TR Corporation Common Shares in accordance with the TR Corporation Articles and By-Laws and Applicable Laws.

(b)In the event that the holder of the Thomson Reuters PLC Special Voting Share is required by Applicable Laws to vote separately as a class on any resolution of Thomson Reuters PLC, the Trustee shall:

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(i)cast the vote attached to the Thomson Reuters PLC Special Voting Share in favour of that resolution if it has been approved by the holders of TR PLC Ordinary Shares in accordance with the TR PLC Articles and Applicable Laws; and

(ii)cast the vote attached to the Thomson Reuters PLC Special Voting Share against that resolution if it has not been approved by the holders of TR PLC Ordinary Shares in accordance with the TR PLC Articles and Applicable Laws.

ARTICLE 3
CONCERNING THE TRUSTEE

3.1Remuneration

(a)Thomson Reuters Corporation and Thomson Reuters PLC jointly and severally covenant that they will pay to the Trustee reasonable remuneration for the performance of its obligations under this Agreement and will pay all costs, charges and expenses properly incurred by the Trustee in connection with the performance of its obligations under this Agreement, on demand by the Trustee.

(b)Any amount due under this section 3.1 and unpaid 30 days after request for such payment shall bear interest from the expiration of such 30 days at a rate per annum equal to the rate charged by the Trustee from time to time and as agreed to between the Trustee, Thomson Reuters Corporation and Thomson Reuters PLC, payable on demand.

3.2Automatic Amendment

Upon the removal or resignation of the Trustee, this Agreement will be automatically amended to delete any reference to the name of the Trustee so removed or resigned and to substitute therefor the name of the successor trustee.

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3.3Indemnification of the Trustee

The Trustee, its directors, officers, employees or agents will at all times be indemnified and saved harmless by Thomson Reuters Corporation and Thomson Reuters PLC, jointly and severally, from and against all claims whatsoever, including, without limitation, legal fees and disbursements on a solicitor client basis and costs and expenses incurred in connection with the enforcement of this indemnity, which the Trustee may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted from or in relation to the execution of its duties as Trustee or which it sustains or incurs in or about or in relation to this Agreement.  The foregoing provisions of this section 3.3 do not apply to the extent that in any circumstances there has been wilful misconduct or gross negligence by the Trustee or its directors, officers, employees or agents.  Notwithstanding any other provision hereof, this indemnity will survive the removal or resignation of the Trustee and the termination of this Agreement.

3.4Reliance upon Documents

The Trustee may rely and act upon and shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, bond, report, opinion, certificate or other document or paper reasonably believed by it in good faith to be genuine and reasonably believed by it in good faith to be signed by the proper party or parties.  The Trustee may accept in good faith a certified copy of a resolution of the board of directors or other governing body of any corporate body as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect.  As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Trustee may for all purposes hereof in taking action or omitting to take action rely on an officer’s certificate of the relevant party as to such fact or matter, and such officer’s certificate shall constitute full protection to the Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.

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3.5Reliance upon Advice

In connection with the Trustee’s obligations hereunder, the Trustee may perform its powers and duties hereunder directly or through agents or attorneys, and may consult with and rely and act upon counsel, accountants, other professional advisors and other skilled persons selected and employed by it, and the Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written advice or opinion within the scope of the competence of any such counsel, accountants, other professional advisors or other skilled persons and not contrary to any express and unambiguous provision in this Agreement (if, as applicable, such counsel, accountants, other professional advisors or other skilled person was aware that the Trustee was receiving and relying upon advice in its capacity as the Trustee).  The Trustee shall not be liable for the default, misconduct or negligence of any agent or attorney appointed and supervised by it with due care.

3.6Provisions Regarding Liability

Any written instrument creating an obligation of the Trustee will be conclusively deemed to have been executed by the Trustee only in its capacity as Trustee under this Agreement and:

(a)any and all of the representations, warranties, undertakings, covenants, indemnities, agreements and other obligations made on the part of the Trustee therein are made and intended not as personal representations, warranties, undertakings, covenants, indemnities, agreements and other obligations by the Trustee or for the purpose or with the intention of binding the Trustee in its personal capacity;

(b)no property or assets of the Trustee, whether owned beneficially by it in its personal capacity or otherwise are intended to be subject to levy, execution or other enforcement procedures with regard to any of the representations, warranties, undertakings, covenants, indemnities, agreements and other obligations of the Trustee thereunder; and

8

(c)no recourse is intended to be had or taken, directly or indirectly against the Trustee in its personal capacity, or any director, officer, employee or agent of the Trustee with regard to the representations, warranties, undertakings, covenants, indemnities, agreements and other obligations of the Trustee thereunder;

provided that the foregoing limitations will not apply to the extent that there has been any wilful misconduct by or gross negligence of the Trustee.

3.7Protection of Trustee

(a)The Trustee shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any security deposited with it.

(b)Notwithstanding anything contained herein to the contrary, the Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers hereunder.

(c)The Trustee shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof.

(d)The Trustee shall not be required to take notice of any failure by it in the exercise of its powers or the carrying out of its obligations hereunder (a “default”), unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee. In the absence of any such notice, the Trustee may for all purposes of this Agreement conclusively assume that no default has been made, and no such notice shall in any way limit any discretion herein given to the Trustee to determine whether or not the Trustee shall take action with respect to such default.

3.8Trustee Not Bound To Act

The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee, in its sole

9

judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline.  Further, should the Trustee, in its sole judgment, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days’ written notice to each of Thomson Reuters Corporation and Thomson Reuters PLC provided that:

(a)the Trustee’s written notice shall describe the circumstances of such non-compliance; and

(b)if such circumstances are rectified to the Trustee’s satisfaction within such 10 day period, then such resignation shall not be effective.

ARTICLE 4
GENERAL

4.1Termination

(a)This Agreement shall automatically terminate upon termination of the Equalization and Governance Agreement in accordance with its terms.

(b)Either Thomson Reuters Corporation or Thomson Reuters PLC shall advise the Trustee of such termination no later than 30 days after such termination.

4.2Regulatory Filings

The parties to this Agreement shall co-operate with each other from time to time to ensure that all information necessary or desirable for the making of (or responding to any requests for further information with respect to) any notifications or filings made in respect of this Agreement, or the transactions contemplated by this Agreement, is supplied to the party dealing with such notifications and filings and that they are properly, accurately and promptly made.

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4.3Compliance with Privacy Laws

The parties acknowledge that federal and/or provincial legislation that addresses the protection of individuals’ personal information (collectively, the “Privacy Laws”) applies to obligations and activities under this Agreement.  Despite any other provision of this Agreement, none of the parties shall knowingly take or direct any action that would contravene, or cause the other to contravene, applicable Privacy Laws.  Each of Thomson Reuters Corporation and Thomson Reuters PLC shall, prior to transferring or causing to be transferred personal information to the Trustee, take commercially reasonable efforts to obtain and retain required consents of the relevant individuals to the collection, use and disclosure of their personal information, or shall have reasonably determined that such consents either have previously been given upon which the parties can rely or are not required under the Privacy Laws.  The Trustee shall use commercially reasonable efforts to ensure that its services hereunder comply with Privacy Laws.  Specifically, the Trustee agrees:

(a)to have a designated chief privacy officer;

(b)to maintain policies and procedures to protect personal information and to receive and respond to any privacy complaint or inquiry;

(c)to use personal information solely for the purposes of providing its services under or ancillary to this Agreement and not to use it for any other purpose except with the consent of or direction from each of Thomson Reuters Corporation and Thomson Reuters PLC or the individual involved;

(d)not to sell or otherwise improperly disclose personal information to any third party; and

(e)to employ administrative, physical and technological safeguards to reasonably secure and protect personal information against loss, theft, or unauthorized access, use or modification.

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4.4No Assignment

None of the parties may assign any of its rights or obligations under this Agreement in whole or in part without the approval of the other parties.

4.5No Waiver

No waiver by a party of any provisions or of any breach of any term or covenant contained in this Agreement, in one or more instances, shall be deemed to be or construed as a further or continuing waiver of any other condition or provision (whether or not similar) or of any breach of any other term or covenant contained in this Agreement.

4.6Invalidity of Provisions

Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof.  The parties shall engage in good faith negotiations to replace any provision which is declared invalid or unenforceable with a valid and enforceable provision, the economic and substantive effect of which comes as close as possible to that of the invalid or unenforceable provision which it replaces.

4.7Amendment

Any amendment to or termination of this Agreement shall be made in writing signed by duly authorized representatives of Thomson Reuters Corporation, Thomson Reuters PLC and the Trustee.  Any amendments to this Agreement which are formal or technical in nature and which are not materially prejudicial to the interests of the shareholders of either Thomson Reuters Corporation or Thomson Reuters PLC or are necessary to correct any inconsistency or manifest error may be agreed between the parties. Any other amendment to this Agreement shall, for the avoidance of doubt, require approval by a Class Rights Action.

4.8Enurement

This Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

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4.9Notices

Notices, requests, instructions, approvals by the parties, or other documents to be given under this Agreement shall be in writing and shall be deemed given (i) when sent if sent by electronic media and receipt is promptly confirmed by telephone confirmation thereof; or (ii) when delivered, if delivered personally to the intended recipient or sent by overnight delivery via an international courier service, and in each case, addressed to such party or parties at such address or addresses as each party shall notify in writing to the other party at the address given at the head of this Agreement or thereafter at the relevant address for notification from time to time.

4.10Counterparts

This Agreement may be entered into in any number of counterparts, all of which taken together, shall constitute one and the same instrument. Any party may enter into this Agreement by signing any such counterpart.

4.11Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

4.12Submission to Jurisdiction

Any suit, action or proceeding against any of the parties or any of its assets arising out of or relating to this Agreement may be brought in a competent court of the Province of Ontario, and each of the parties hereby irrevocably and unconditionally attorns and submits to the non-exclusive jurisdiction of such court over the subject matter of any such suit, action or proceeding. Each of the parties irrevocably waives and agrees not to raise any objection it might now or hereafter have to any such suit, action or proceeding in any such court including any objection that the place where such court is located is an inconvenient forum or that there is any other suit, action or proceeding in any other place relating in whole or in part to the same subject matter.

4.13Specific Performance

The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that the parties shall be entitled to seek an

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injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court in the Province of Ontario, this being in addition to any other remedy to which they are entitled at law or in equity.

4.14Further Assurance

Each of the parties shall promptly do, make, execute, deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other party hereto may reasonably require from time to time for the purpose of giving effect to this Agreement and shall use reasonable efforts and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

THOMSON REUTERS CORPORATION
by:
	Name:
	Title:
THOMSON REUTERS PLC
by:
	Name:
	Title:
COMPUTERSHARE TRUST COMPANY OF CANADA
by:
	Name:
	Title:
by:
	Name:
	Title:

EX-99.9

Exhibit 99.9

DRAFT FORM

REUTERS FOUNDERS SHARE COMPANY LIMITED

— and —

THE WOODBRIDGE COMPANY LIMITED

REUTERS TRUST PRINCIPLES SUPPORT AGREEMENT

Dated as of April   , 2008

THIS AGREEMENT is made as of the   day of April, 2008

B E T W E E N:

REUTERS FOUNDERS SHARE COMPANY LIMITED, a corporation incorporated in England whose registered office is at One Silk Street, London EC2Y 8HQ

(“Reuters Founders Share Company”)

- and -

THE WOODBRIDGE COMPANY LIMITED, a corporation incorporated in Ontario, Canada whose registered office is at 65 Queen Street West, Suite 2400, Toronto, Ontario, M5H 2M8

(“Woodbridge”)

RECITALS:

(A)Thomson Reuters Corporation (“Thomson Reuters Corporation”) has agreed to acquire Reuters Group PLC (“Reuters”) by implementing a dual listed company structure (the “DLC Structure”) under which Thomson Reuters Corporation, Thomson Reuters PLC (“Thomson Reuters PLC”) and their respective Subsidiaries (as defined herein) from time to time will operate as a unified group (collectively the “Transaction”);

(B)Following completion of the Transaction, Reuters Founders Share Company is the registered holder of the Reuters Founders Shares (as defined herein);

(C)Pursuant to a deed of mutual covenant dated as of April   , 2008 among Reuters Founders Share Company, Thomson Reuters Corporation, Thomson Reuters PLC, Reuters, PA Group Limited, NPA Nominees Limited (on behalf of the Newspapers Publishers Association Limited), Australian Associated Press Pty Limited and New Zealand Press Association Limited, each of Reuters Founders Share Company, Thomson Reuters Corporation and Thomson Reuters PLC has covenanted to use its best endeavours to ensure that the Reuters Trust Principles (as defined herein) are complied with in relation to the Thomson Reuters Group (as defined herein);

(D)As of the date hereof, the Woodbridge Group (as defined herein) Beneficially Owns (as defined herein)        common shares in the capital of Thomson Reuters Corporation (“Common Shares”) and does not have an Interest (as defined herein) in any ordinary shares in the capital of Thomson Reuters PLC (“Ordinary Shares”);

(E)Woodbridge has agreed to support the Reuters Trust Principles in relation to the Thomson Reuters Group and to exercise its voting rights to give effect to this support;

(F)Reuters Founders Share Company has agreed to designate the Woodbridge Group (as defined herein) as an “Approved Person” for the purposes of Thomson Reuters

Corporation’s Articles and Thomson Reuters PLC’s Articles (each as defined herein); and

(G)This Agreement sets forth how Woodbridge will support the Reuters Trust Principles in relation to the Thomson Reuters Group and confirms Reuters Founders Share Company’s designation of the Woodbridge Group as an “Approved Person” for purposes of Thomson Reuters Corporation’s Articles and Thomson Reuters PLC’s Articles.

NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties hereto agree as follows.

1.INTERPRETATION

1.1In this Agreement (including the Recitals):

(a)“Affiliate” means, with respect to any Person, any Person that Controls such Person, is Controlled by such Person or is under common Control with such Person;

(b)“Applicable Laws” has the meaning attributed thereto in Thomson Reuters Corporation’s Articles;

(c)“Beneficial Ownership” and similar words have the meanings attributed thereto in Thomson Reuters Corporation’s Articles;

(d)“Common Shares” has the meaning attributed thereto in the Recitals;

(e)“Control” means:

(i)when applied to the relationship between a Person and a corporation, the beneficial ownership by such Person (in the case of Thomson Reuters Corporation or Thomson Reuters PLC, either alone or together with the other corporation) at the relevant time of shares of such corporation carrying more than the greater of (A) 50% of the voting rights ordinarily exercisable at meetings of shareholders of such corporation and (B) the percentage of voting rights ordinarily exercisable at meetings of shareholders of such corporation that are sufficient to elect a majority of the directors of such corporation; and

(ii)when applied to the relationship between a Person and a partnership, joint venture or other unincorporated entity, the beneficial ownership by such Person (in the case of Thomson Reuters Corporation or Thomson Reuters PLC, either alone or together with the other corporation) at the relevant time of more than 50% of the ownership interests of the partnership, joint venture or other unincorporated entity in circumstances where it can

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reasonably be expected that such Person directs or has the power to direct the affairs of the partnership, joint venture or other unincorporated entity;

and the words “Controlled by”, “Controlling” and “under common Control with” and similar words have corresponding meanings; provided that a Person who Controls a corporation, partnership, joint venture or other unincorporated entity (the “second-mentioned Person”) shall be deemed to Control a corporation, partnership, joint venture or other unincorporated entity which is Controlled by the second-mentioned Person and so on;

(f)“Disputes” has the meaning attributed thereto in Section 5.1;

(g)“DLC Structure” has the meaning attributed thereto in the Recitals;

(h)“Final Award” has the meaning attributed thereto in Section 5.7;

(i)“Interest” and similar words have the meanings attributed thereto in paragraph 2.4.1(aa) of Thomson Reuters PLC’s Articles;

(j)“Ordinary Shares” has the meaning attributed thereto in the Recitals;

(k)“Person” includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator, or other legal representative;

(l)“Principals” has the meaning attributed thereto in Section 3.4;

(m)“Reuters Founders Shares” means, collectively, the Reuters Founders Shares in the capital of Thomson Reuters Corporation and Thomson Reuters PLC, respectively and a “Reuters Founders Share” means any one of them;

(n)“Reuters Trust Principles” means:

(i)that the Thomson Reuters Group shall at no time pass into the hands of any one interest, group or faction;

(ii)that the integrity, independence and freedom from bias of the Thomson Reuters Group shall at all times be fully preserved;

(iii)that the Thomson Reuters Group shall supply unbiased and reliable news services to newspapers, news agencies, broadcasters and other media subscribers and to businesses, governments, institutions, individuals and others with whom the Thomson Reuters Group has or may have contracts;

(iv)that the Thomson Reuters Group shall pay due regard to the many interests which it serves in addition to those of the media; and

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(v)that no effort shall be spared to expand, develop and adapt the news and other services and products of the Thomson Reuters Group so as to maintain its leading position in the international news and information business;

(o)“Reuters Trustees” means the members and directors from time to time of Reuters Founders Share Company;

(p)“Shareholders’ Meeting” has the meaning attributed thereto in Section 3.1;

(q)“Spouse” means, in relation to any individual, an individual who is legally married to that individual and includes a widow or widower of that individual but does not include any individual who at any time during the lifetime of that individual became separated from that individual and did not resume cohabitation with that individual;

(r)“Subsidiary” means, with respect to any Person, any Person that is Controlled by such Person;

(s)“Thomson Family” means the group consisting from time to time of:

(i)any individual who is, or is the Spouse of, any issue of any degree of the late Roy H. Thomson, the first Lord Thomson of Fleet;

(ii)any trust that is primarily for the benefit of any one or more individuals referred to in subsection 1.1(s)(i);

(iii)any corporation that is Controlled by any one or more individuals referred to in subsection 1.1(s)(i) and/or trusts referred to in subsection 1.1(s)(ii); and

(iv)any trustee of a trust referred to in subsection 1.1(s)(ii);

(t)“Thomson Reuters Corporation” has the meaning attributed thereto in the Recitals;

(u)“Thomson Reuters Corporation’s Articles” means the articles of incorporation of Thomson Reuters Corporation, as they may be amended or supplemented from time to time;

(v)“Thomson Reuters Corporation Voting Shares” means, collectively, Common Shares and, at any particular time, any other securities of Thomson Reuters Corporation (excluding debt securities, the special voting share in Thomson Reuters Corporation and the Reuters Founders Share in Thomson Reuters Corporation) carrying at that time a voting right ordinarily exercisable at meetings of shareholders either under all circumstances or under some circumstances that have occurred and are continuing;

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(w)“Thomson Reuters Group” means, collectively, Thomson Reuters Corporation, Thomson Reuters PLC and their respective Subsidiaries from time to time operating as a unified group pursuant to the DLC Structure;

(x)“Thomson Reuters PLC” has the meaning attributed thereto in the Recitals;

(y)“Thomson Reuters PLC’s Articles” means the articles of association of Thomson Reuters PLC, as they may be amended or supplemented from time to time;

(z)“Thomson Reuters PLC Voting Shares” means, collectively, Ordinary Shares and, at any particular time, any other securities of Thomson Reuters PLC (excluding debt securities, the special voting share of £1.00 (one pound) in Thomson Reuters PLC and the Reuters Founders Share in Thomson Reuters PLC) carrying at that time a voting right ordinarily exercisable at meetings of shareholders either under all circumstances or under some circumstances that have occurred and are continuing;

(aa)“Transaction” has the meaning attributed thereto in the Recitals;

(bb)“Transfer” includes any sale, exchange, assignment, gift, bequest, disposition, mortgage, charge, pledge, encumbrance, grant of security interest or other arrangement by which possession, legal title, beneficial ownership, economic interest or economic exposure passes from one Person to another, or to the same Person in a different capacity, whether or not voluntary and whether or not for value, and any agreement to effect any of the foregoing; and the word “Transferred” has a corresponding meaning;

(cc)“Tribunal” has the meaning attributed thereto in Section 5.3;

(dd)“Voting Disputes” has the meaning attributed thereto in Section 3.4;

(ee)“Woodbridge Group” means the group consisting of Woodbridge and its Affiliates from time to time;

(ff)“Woodbridge Group Designation” has the meaning attributed thereto in Section 2.1;

(gg)“Woodbridge Parties” means, collectively, those members of the Woodbridge Group and the Thomson Family who from time to time Beneficially Own Thomson Reuters Corporation Voting Shares and/or have an Interest in Thomson Reuters PLC Voting Shares and a “Woodbridge Party” means any one of them; and

(hh)“Woodbridge Transferee” has the meaning attributed thereto in Section 8.2.

1.2The beneficiaries of a trust shall be deemed to own beneficially securities held, directly or indirectly, by such trust.

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1.3Notwithstanding Section 1.1, Affiliates and Subsidiaries of Woodbridge shall be deemed to exclude members of the Thomson Reuters Group.

1.4Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof. To the extent permitted by Applicable Laws, the parties waive any provision of Applicable Laws which renders any provision of this Agreement invalid or unenforceable in any respect.

1.5This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior agreements pertaining to the subject matter of this Agreement. Except as expressly agreed to by the parties to this Agreement in writing, there are no warranties, conditions, or representations (including any that may be implied by statute) and there are no agreements in connection with such subject matter except as specifically set forth or referred to in this Agreement.

1.6Except as expressly provided in this Agreement, no amendment or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby.  No waiver of any provision of this Agreement shall constitute a waiver of any other provision nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.

1.7This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

1.8References in this Agreement to any party to this Agreement shall include references to its respective successors and permitted assigns, including as a result of any amalgamation, merger, arrangement or other reorganization of such party or any continuance of such party under the laws of another jurisdiction.

1.9The parties to this Agreement shall make any determination or request pursuant hereto in good faith and acting reasonably.

2.DESIGNATION OF WOODBRIDGE AS APPROVED PERSON

2.1Reuters Founders Share Company in its capacity as the registered holder of the Reuters Founders Shares hereby designates the Woodbridge Group as an “Approved Person” for purposes of each of Thomson Reuters Corporation’s Articles and Thomson Reuters PLC’s Articles (the “Woodbridge Group Designation”).

2.2The Woodbridge Group Designation shall be irrevocable and remain in effect for so long as the Woodbridge Group is Controlled by the Thomson Family. For the avoidance of doubt, the Woodbridge Group Designation shall have no further force or effect upon termination of this Agreement in accordance with Section 6.

2.3For the avoidance of doubt, the Woodbridge Group Designation shall be deemed to include members of the Thomson Family in respect of Thomson Reuters Corporation

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Voting Shares which they Beneficially Own, and Thomson Reuters PLC Voting Shares in which they are Interested, and in respect of which Woodbridge is bound by the terms of this Agreement.

2.4By its execution and delivery of this Agreement, Reuters Founders Share Company shall be deemed to have given notice in writing to Thomson Reuters Corporation and Thomson Reuters PLC of the Woodbridge Group Designation.

3.AGREEMENTS OF WOODBRIDGE WITH RESPECT TO VOTING

3.1At any meeting of the shareholders of Thomson Reuters Corporation or Thomson Reuters PLC (each a “Shareholders’ Meeting”), Woodbridge shall vote or cause to be voted all Thomson Reuters Corporation Voting Shares Beneficially Owned by it or all Thomson Reuters PLC Voting Shares in which it is Interested, as applicable, in a manner consistent with the Reuters Trust Principles.

3.2Woodbridge shall give Reuters Founders Share Company as much advance notice as practicable in the circumstances as to whether and, if so, the manner in which, it intends to vote or cause to be voted (for the avoidance of doubt, specifying the voting intentions of Subsidiaries and other Affiliates of Woodbridge) the Thomson Reuters Corporation Voting Shares Beneficially Owned by it or the Thomson Reuters PLC Voting Shares in which it is Interested, as applicable, on any matter to be submitted to shareholders at any Shareholders’ Meeting with a view to providing Reuters Founders Share Company with a reasonable opportunity to determine whether, in its view, the manner in which Woodbridge intends to vote or cause to be voted such Thomson Reuters Corporation Voting Shares or Thomson Reuters PLC Voting Shares, as applicable, is inconsistent with the Reuters Trust Principles. Woodbridge shall use its best efforts to give such notice to Reuters Founders Share Company before materials in respect of that Shareholders’ Meeting are disseminated to shareholders by Thomson Reuters Corporation or Thomson Reuters PLC, as applicable, but shall in any event give such notice to Reuters Founders Share Company not less than ten days prior to the date of the applicable Shareholders’ Meeting.

3.3Upon receiving the notification from Woodbridge referred to in Section 3.2, Reuters Founders Share Company shall determine whether, in its view, the manner in which Woodbridge intends to vote or cause to be voted the Thomson Reuters Corporation Voting Shares Beneficially Owned by it or the Thomson Reuters PLC Voting Shares in which it is Interested, as applicable, is inconsistent with the Reuters Trust Principles and notify Woodbridge of its determination as soon as practicable.

3.4All disagreements or disputes between Woodbridge and Reuters Founders Share Company as to whether the manner in which Woodbridge intends to vote or cause to be voted the Thomson Reuters Corporation Voting Shares Beneficially Owned by it or the Thomson Reuters PLC Voting Shares in which it is Interested, as applicable, at any Shareholders’ Meeting is inconsistent with the Reuters Trust Principles (“Voting Disputes”) shall be promptly brought to the attention of the President of Woodbridge and the Chairman of Reuters Founders Share Company (together, the “Principals”), who

7

shall discuss the matter in good faith and make all reasonable efforts to resolve the Voting Dispute as expeditiously as possible. If the Principals are unable to resolve the Voting Dispute prior to the applicable Shareholders’ Meeting:

(a)the Voting Dispute shall be submitted to final and binding arbitration pursuant to Section 5; and

(b)at any Shareholders’ Meeting (or any adjournment or postponement thereof) held prior to the time that the Voting Dispute is resolved by the Principals or determined pursuant to Section 5, Woodbridge shall:

(i)subject to Applicable Laws, take all actions within its control as are necessary or appropriate to ensure that the matter that is the subject of the Voting Dispute is not proposed for consideration by the shareholders at any Shareholders’ Meeting, including voting or causing to be voted the Thomson Reuters Corporation Voting Shares Beneficially Owned by it or the Thomson Reuters PLC Voting Shares in which it is Interested, as applicable, in favour of the postponement or adjournment of the Shareholders’ Meeting; and

(ii)refrain from voting and cause to be refrained from voting the Thomson Reuters Corporation Voting Shares Beneficially Owned by it or the Thomson Reuters PLC Voting Shares in which it is Interested, as applicable, on any matter that is the subject of the Voting Dispute except to the extent necessary to fulfil its obligations pursuant to subsection 3.4(b)(i).

3.5For the avoidance of doubt, Woodbridge may vote or cause to be voted the Thomson Reuters Corporation Voting Shares Beneficially Owned by it or the Thomson Reuters PLC Voting Shares in which it is Interested, as applicable, on all matters that come before any Shareholders’ Meeting in its sole and absolute discretion, provided that such voting does not contravene the provisions of this Section 3.

4.ADDITIONAL AGREEMENTS OF WOODBRIDGE

4.1Woodbridge agrees with Reuters Founders Share Company that:

(a)in addition to its obligations under Section 3.1, Woodbridge shall use its best efforts as a shareholder of Thomson Reuters Corporation and/or Thomson Reuters PLC to ensure that the Reuters Trust Principles are complied with in relation to the Thomson Reuters Group;

(b)without the prior written consent of Reuters Founders Share Company, Woodbridge shall not Transfer any Thomson Reuters Corporation Voting Shares or Thomson Reuters PLC Voting Shares to any Person other than an Approved Person if that Person is, or would as a result of such transaction become, an “Acquiring Person” for purposes of Thomson Reuters Corporation’s Articles or Thomson Reuters PLC’s Articles, as applicable;

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(c)without the prior written consent of Reuters Founders Share Company, Woodbridge shall not purchase securities of any class of Thomson Reuters Corporation or Thomson Reuters PLC if, as a result of such transaction, securities of that company would cease to be eligible for listing on a stock exchange on which that company’s securities are then listed; and

(d)upon the request of Reuters Founders Share Company, Woodbridge shall:

(i)promptly requisition the directors of Thomson Reuters Corporation and/or Thomson Reuters PLC to call a meeting of its shareholders for such purposes as Reuters Founders Share Company shall in its sole and absolute discretion think fit; and

(ii)if the directors do not call a meeting within seven days after receiving such requisition, use its best efforts as a shareholder of Thomson Reuters Corporation and/or Thomson Reuters PLC, as applicable, to call and hold the meeting.

5.ARBITRATION

5.1Any and all disputes, controversies or claims arising out of or in connection with this Agreement, any provision hereof, or any alleged breach hereof, including Voting Disputes, and any and all disputes, controversies or claims relating to the validity of this Agreement (all of which are referred to herein as “Disputes”), even though some or all of such Disputes are alleged to be extra-contractual in nature, whether such Disputes sound in contract, tort or otherwise, at law or in equity, whether for damages, specific performance or other relief, shall be finally and exclusively determined by final and binding arbitration in accordance with this Section 5.

5.2Notwithstanding anything in this Section 5, prior to the appointment of any arbitrators, any party may apply to any competent court in the Province of Ontario, Canada for interim relief.  A request for interim relief by a party to a court shall not be considered to be incompatible with Section 5.1 or as a waiver of that provision.

5.3The arbitral tribunal (the “Tribunal”) shall be composed of three arbitrators, which shall be appointed as follows: each party shall have the right to appoint one arbitrator; the two arbitrators so appointed shall then appoint a third arbitrator who shall serve as the Chairman of the Tribunal. A party entitled to appoint an arbitrator shall appoint such arbitrator within ten days of receiving notice from a party of the commencement of an arbitration, failing which such arbitrator shall, at the written request of either party, be appointed by the International Chamber of Commerce. At the initiation of a proceeding and upon the convening of the Tribunal, the arbitrators shall take an oath of neutrality and shall decide the matters presented to them based upon the evidence submitted in the proceeding and without regard to the origin or circumstances of their appointment or selection for service on the Tribunal.

5.4The construction and interpretation of this Section 5, and all rules of conduct of any arbitration conducted pursuant to this Section 5 (including procedural and evidentiary

9

matters), shall be determined by the Tribunal. Unless otherwise unanimously agreed by the arbitrators, the venue of the arbitration shall be New York, New York.

5.5At the request of any party, the Tribunal may take such interim measures as the Tribunal considers necessary in respect of the Dispute, including measures for the preservation of assets or the conservation of goods.  The Tribunal may require security for the cost of such measures.

5.6The parties acknowledge their intention that any arbitration conducted pursuant to this Section 5 be conducted as expeditiously as possible and agree to cooperate in the expeditious conduct of any such arbitration, including by appointing as arbitrators only individuals who are available to deal with the arbitration on the expedited basis contemplated by this Agreement. The Tribunal shall ensure that the procedure for any such arbitration is compatible with conducting the arbitration as expeditiously as possible and, without limiting the discretion of the Tribunal in this regard, the Tribunal may dispense with a hearing and conduct any arbitration in writing.

5.7The Tribunal shall conduct a hearing as soon as reasonably practicable after a matter has been submitted for arbitration by a party and the members of the Tribunal have been selected. As the Tribunal may direct and without the necessity of subpoenas or other court orders, the parties shall make their agents, employees and witnesses available upon reasonable notice at reasonable times for deposition or for testimony at the hearing and shall respond to requests for documents. An award completely disposing of all Disputes (a “Final Award”) shall be rendered by the Tribunal as soon as reasonably practicable after the hearing. The Tribunal shall not be required to submit a detailed statement of its reasons, but shall set forth concisely in the Final Award the amounts, actions, contractual responsibilities or other remedial conclusions that the Tribunal determines to be appropriate.

5.8Each party acknowledges and agrees that in the event either party breaches any of its obligations under this Agreement, the other party would be irreparably harmed and could not be made whole by monetary damages alone. Both parties accordingly agree that the Tribunal shall have the authority to grant any party all appropriate non-monetary relief, including ordering a breaching party to comply fully with its obligations under the Agreement, ordering specific performance or granting temporary or permanent injunctive relief; provided, however, that nothing in this Section 5 shall be construed to limit the Tribunal in awarding monetary damages, whether as a sole remedy or together with remedies for specific performance and/or injunctive relief.

5.9Any award made by the Tribunal shall be final and binding upon each party, each of which expressly waives all right to appeal or recourse to any court. The Final Award may be confirmed, and a judgment entered or enforced, in any competent court in the Province of Ontario, Canada.

5.10The fees and expenses of the arbitrators shall be borne equally by the parties, but the Final Award may include such allocations and awards of the arbitrators’ fees and expenses as the Tribunal determines is appropriate.

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6.TERMINATION

6.1This Agreement shall automatically terminate if at any time the Woodbridge Group ceases to be Controlled by the Thomson Family.

6.2This Agreement may be terminated by written agreement of Woodbridge and Reuters Founders Share Company.

6.3Woodbridge may terminate this Agreement by written notice to Reuters Founders Share Company at any time when Woodbridge Beneficially Owns Thomson Reuters Corporation Voting Shares and/or has an Interest in Thomson Reuters PLC Voting Shares representing less than 10% of the aggregate voting and economic interests in the Thomson Reuters Group.

6.4If terminated under this Article 6, this Agreement shall be of no further force and effect.

7.NOTICES

7.1Any notice or other communication under this Agreement shall be in writing and in English.

7.2Any such notice or other communication may be given by letter delivered, or sent postage prepaid by first class post, to the recipient at its address stated herein.  Any such notice or other communication may be given by email or facsimile transmission to the recipient, but if so given shall promptly be confirmed by letter.

7.3The address of either party to this Agreement may be changed by notice given to the other party.

7.4Any notice or other communication delivered to the recipient shall be deemed to have been received on delivery. Any notice or other communication sent by first class post shall be deemed to have been received 48 hours after being put in the post if sent within the United Kingdom and seven days after being put in the post if sent to or from an address outside the United Kingdom. Any notice or other communication sent by email or facsimile transmission shall be deemed to have been received 24 hours after despatch.

7.5A copy of any notice or other communication under this Agreement to Reuters Founders Share Company shall be concurrently sent to the Person designated from time to time by the Thomson Reuters Group to provide secretarial services to Reuters Founders Share Company.

8.COMPLIANCE BY WOODBRIDGE PARTIES

8.1Woodbridge shall:

(a)cause other members of the Woodbridge Group to comply with this Agreement;

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(b)use its best efforts to cause other Woodbridge Parties that are not members of the Woodbridge Group to comply with this Agreement; and

(c)be responsible and liable for any breach of this Agreement by the other Woodbridge Parties,

in each case as if they were parties to and bound by the provisions of this Agreement by which Woodbridge is bound on the same basis as Woodbridge.

8.2Woodbridge shall not Transfer any Thomson Reuters Corporation Voting Shares or Thomson Reuters PLC Voting Shares to any one or more other members of the Woodbridge Group, other than Subsidiaries of Woodbridge, or to any one or more members of the Thomson Family (in each case, a “Woodbridge Transferee”) if, as result of such transaction, any one or more such Woodbridge Transferees would Beneficially Own a number of Thomson Reuters Corporation Voting Shares and/or be Interested in a number of Thomson Reuters PLC Voting Shares in excess of the aggregate of (a) the number of Thomson Reuters Corporation Voting Shares that would be Beneficially Owned by Woodbridge and its Subsidiaries and (b) the number of Thomson Reuters PLC Voting Shares in which Woodbridge and its Subsidiaries would be Interested, in each case immediately following the consummation of such transaction, unless, prior to the consummation of such transaction, each such Woodbridge Transferee shall have executed and delivered to Reuters Founders Share Company an undertaking to comply with this Agreement as if it were a party to and bound by the provisions of this Agreement by which Woodbridge is bound on the same basis as Woodbridge.

9.GENERAL

9.1The written consent of Reuters Founders Share Company shall be deemed to have been given for any of the purposes of this Agreement if, and only if, a certificate signed on behalf of Reuters Founders Share Company by not less than two of the Reuters Trustees shall have been received at the registered office of Woodbridge confirming that a resolution giving the consent in question has been duly passed at a meeting of the Reuters Trustees (in their capacity as directors of Reuters Founders Share Company) or by written resolution of the Reuters Trustees (in their capacity as directors of Reuters Founders Share Company) pursuant to Article [18] of Reuters Founders Share Company’s articles of association.

9.2The rights of Reuters Founders Share Company under this Agreement are personal to Reuters Founders Share Company and may not be Transferred to any other Person other than a transferee of a Reuters Founders Share as permitted by Thomson Reuters Corporation’s Articles or Thomson Reuters PLC’s Articles, as applicable. No purported Transfer of such rights in contravention of this Agreement shall be valid or effective.

9.3This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

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9.4This Agreement may be signed in counterparts and each such counterpart shall constitute an original document and such counterparts, taken together, shall constitute one and the same instrument.

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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

REUTERS FOUNDERS SHARE COMPANY LIMITED
by:
	Name:
	Title:
by:
	Name:
	Title:

THE WOODBRIDGE COMPANY LIMITED
by:
	Name:
	Title:

Each of the undersigned hereby acknowledges receiving notice of the Woodbridge Group Designation from Reuters Founders Share Company pursuant to Section 2.4 and agrees that Woodbridge may disclose to Reuters Founders Share Company pursuant to Section 3.2 any information with respect to matters to be submitted to shareholders at any Shareholders’ Meeting that Woodbridge or any director or officer of Woodbridge who is also a director or officer of the undersigned receives from the undersigned from time to time, subject to obtaining an undertaking from Reuters Founders Share Company to maintain such information in confidence.

Dated:  April   , 2008.

THOMSON REUTERS CORPORATION
by:
	Name:
	Title:

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THOMSON REUTERS PLC
by:
	Name:
	Title:
by:
	Name:
	Title:

15

EX-99.10

Exhibit 99.10

DRAFT FORM

DEED OF MUTUAL COVENANT

APRIL   , 2008

PA GROUP LIMITED

And

NPA NOMINEES LIMITED

And

AUSTRALIAN ASSOCIATED PRESS PTY LIMITED

And

NEW ZEALAND PRESS ASSOCIATION LIMITED

And

REUTERS FOUNDERS SHARE COMPANY LIMITED

And

THOMSON REUTERS CORPORATION

And

THOMSON REUTERS PLC

And

REUTERS GROUP PLC

CONTENTS

Clause		Page
1.	Interpretation	3
2.	Termination of Prior Agreements	7
3.	Reuters Trust Principles	7
4.	Appointment of Reuters Trustees	8
5.	Additional Covenants with Reuters Founders Share Company	10
6.	Covenants of Reuters Founders Share Company	11
7.	Indemnities and Administrative Services	11
8.	Variation and Termination	13
9.	Changes in Parties	13
10.	Relationship of the Parties	13
11.	Notices	13
12.	Governing Law and Jurisdiction	14
13.	Third Party Rights	14
14.	Counterparts	14

THIS DEED OF MUTUAL COVENANT is made the day of April, 2008,

BETWEEN:

(1)PA GROUP LIMITED (No. 4197) (PA Group), a company incorporated in England whose registered office is at 85 Fleet Street EC4P 4BE;

(2)NPA NOMINEES LIMITED (No. 1781639) (NPA Nominees), a company incorporated in England whose registered office is at 34 Southwark Bridge Road, London SE1 9EU;

(3)AUSTRALIAN ASSOCIATED PRESS PTY LIMITED (Australian Associated Press), a company incorporated in the state of Victoria, Australia whose registered office is at AAP News Centre, 3 Rider Boulevard, Rhodes Waterside, Rhodes, NSW 2138, Australia;

(4)NEW ZEALAND PRESS ASSOCIATION LIMITED (New Zealand Press Association), a company incorporated in New Zealand whose registered office is at Newspaper House, 93 Boulcott Street, PO Box 1599,  Wellington, New Zealand;

(5)REUTERS FOUNDERS SHARE COMPANY LIMITED (No. 1812511) (Reuters Founders Share Company), a company incorporated in England whose registered office is at One Silk Street, London, EC2Y 8HQ;

(6)THOMSON REUTERS CORPORATION (Thomson Reuters Corporation), a company incorporated in Ontario, Canada whose registered office is at Suite 2706, Toronto Dominion Bank Tower, P.O. Box 24, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A1;

(7)THOMSON REUTERS PLC (No. 6141013) (Thomson Reuters PLC), a company incorporated in England whose registered office is at First Floor, The Quadrangle, 180 Wardour Street, London, W1A 4Y9; and

(8)REUTERS GROUP PLC (No. 329675) (Reuters Group), a company incorporated in England whose registered office is at The Reuters Building, South Colonnade, Canary Wharf, London, E14 5EP.

WHEREAS:

(A)By an Agreement called an Agreement of Trust dated 9 July 1953 (as subsequently amended) and made between PA Group, The Newspaper Proprietors Association Limited (now called The Newspaper Publishers Association Limited), Australian Associated Press and New Zealand Press Association, the parties thereto agreed (as the holders of all the stock of Reuters Limited then in issue) to comply with the principles set out in it in respect of their holdings of stock in Reuters Limited.

(B)The parties (in (A)) entered into a deed of mutual covenant dated 9 May 1984 (as subsequently altered, the 1984 Deed of Mutual Covenant) following the reconstruction of Reuters Limited and the acquisition of the whole of its issued voting share capital by Reuters Holdings PLC (Reuters Holdings) in order to record the terms on which they agreed to ensure that the Reuter Trust Principles (as defined in the 1998 Deed of Mutual Covenant (as defined below)) were complied with and the terms upon which the ‘A’ Shares (as defined in the 1984 Deed of Mutual Covenant) in Reuters Holdings were to be held.

(C)Reuters Founders Share Company is a company limited by guarantee not having a share capital whose objects as amended by special resolution passed on 18 December 1997 include holding the Founders Share of £1 of Reuters Group and entering into the 1984 Deed of Mutual Covenant.

(D)The parties other than Thomson Reuters Corporation and Thomson Reuters PLC entered into a deed of mutual covenant dated February 18, 1998 (the 1998 Deed of Mutual Covenant) as part of the re-organisation of Reuters Holdings whereby the issued voting share capital of Reuters Holdings was cancelled through a scheme of arrangement under Section 425 of the Companies Act 1985.  In return for the cancellation of such shares, cash and shares in Reuters Group were issued to the shareholders of Reuters Holdings, the current arrangements in connection with the Founders Share of£1of Reuters Group held by Reuters Founders Share Company were replicated in the Articles of Association of Reuters Group and in the 1998 Deed of Mutual Covenant and the 1984 Deed of Mutual Covenant was terminated.

(E)Thomson Reuters Corporation and Reuters Group are parties to the Implementation Agreement (as defined in this Deed), pursuant to which Thomson Reuters Corporation has agreed to acquire Reuters Group by implementing a dual listed company structure (the DLC Structure) under which Thomson Reuters Corporation, Thomson Reuters PLC and their respective Subsidiaries (as defined in this Deed) from time to time will operate as a unified group (collectively, the Transaction).

(F)Following completion of the Transaction, Reuters Founders Share Company will hold a Reuters Founders Share in the capital of each of Thomson Reuters Corporation and Thomson Reuters PLC (each a Reuters Founders Share) for the purpose of protecting the Reuters Trust Principles (as defined in this Deed).

(G)The parties wish to restate the 1998 Deed of Mutual Covenant so as to apply the Reuters Trust Principles to the Thomson Reuters Group (as defined in this Deed) on the terms set out in this Deed.

(H)Reuters Group is a party to this Deed solely in respect of Clause 2 of this Deed.

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NOW THIS DEED WITNESSES as follows:

1.INTERPRETATION

1.1In this Deed, the Reuters Trust Principles mean:

(a)that the Thomson Reuters Group shall at no time pass into the hands of any one interest, group or faction;

(b)that the integrity, independence and freedom from bias of the Thomson Reuters Group shall at all times be fully preserved;

(c)that the Thomson Reuters Group shall supply unbiased and reliable news services to newspapers, news agencies, broadcasters and other media subscribers and to businesses, governments, institutions, individuals and others with whom the Thomson Reuters Group has or may have contracts;

(d)that the Thomson Reuters Group shall pay due regard to the many interests which it serves in addition to those of the media; and

(e)that no effort shall be spared to expand, develop and adapt the news and other services and products of the Thomson Reuters Group so as to maintain its leading position in the international news and information business.

1.2In this Deed (including in the Recitals), the following words and expressions have the meanings set out opposite them unless the context otherwise requires:

Affiliate means, with respect to any Person, any Person that Controls such Person, is Controlled by such Person or is under common Control with such Person.

Approved Person means any person who, at any particular time, has been designated as such for the purposes of Thomson Reuters Corporation’s Articles and/or Thomson Reuters PLC’s Articles by the holder of the Reuters Founders Share, in its sole and absolute discretion, by notice given in writing to Thomson Reuters Corporation and/or Thomson Reuters PLC, as the case may be, unless such designation has been revoked in accordance with the Terms of Approval.

Change of Control means a change or changes (whether as a result of a single action or event or a series of actions or events) whereby the ability to control the board of directors of an Association (including the ability to control, appoint or remove a majority of such directors) is acquired by or becomes vested in persons other than the present members of that Association and their respective Affiliates for the time being.

Companies Act 1985 means the UK Companies Act 1985, as it may be amended from time to time.

Companies Act 2006 means the UK Companies Act 2006, as it may be amended from time to time and any successor legislation thereto.

Control means:

(a)when applied to the relationship between a Person and a corporation, the beneficial ownership by such Person (in the case of Thomson Reuters Corporation or Thomson Reuters PLC, together with the other corporation) at the relevant time

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of shares of such corporation carrying more than the greater of (A) 50% of the voting rights ordinarily exercisable at meetings of shareholders of such corporation and (B) the percentage of voting rights ordinarily exercisable at meetings of shareholders of such corporation that are sufficient to elect a majority of the directors of such corporation; and

(b)when applied to the relationship between a Person and a partnership, joint venture or other unincorporated entity, the beneficial ownership by such Person (in the case of Thomson Reuters Corporation or Thomson Reuters PLC, together with the other corporation) at the relevant time of more than 50% of the ownership interests of the partnership, joint venture or other unincorporated entity in circumstances where it can reasonably be expected that such Person directs or has the power to direct the affairs of the partnership, joint venture or other unincorporated entity;

and the words “Controlled by”, “Controlling” and “under common Control with” and similar words have corresponding meanings; provided that a Person who Controls a corporation, partnership, joint venture or other unincorporated entity (the “second-mentioned Person”) shall be deemed to Control a corporation, partnership, joint venture or other unincorporated entity which is Controlled by the second-mentioned Person and so on.

Distress Notice means a notice of the occurrence of a Relevant Event given pursuant to Clause 4.5, 4.6 or 4.7 by (or on behalf of) one of the Associations or by Reuters Founders Share Company in respect of any of them.

Form of Undertaking means a Deed in the form set out in the Appendix to this Deed.

Fundamental Change means a change or changes (whether as a result of a single action or event or a series of actions or events) whereby NPA or a Newspaper Association ceases to be an entity whose principal business (for this purpose disregarding any shares in Thomson Reuters Corporation or Thomson Reuters PLC owned by that person) concerns the representation of the interests of and/or the provision of news agency services to the national and/or regional and/or provincial newspaper publishing industries in the United Kingdom and Ireland, in Australia or in New Zealand (as the case may be).

Implementation Agreement means the Implementation Agreement entered into between Thomson Reuters Corporation, Reuters Group, The Woodbridge Company Limited and Thomson Reuters Limited, dated May 15, 2007, as amended.

Newspaper Association means one of the Three Newspaper Associations.

Nomination Committee means the committee which, in accordance with Reuters Founders Share Company’s Articles, is responsible for nominating Reuters Trustees for appointment.

NPA means The Newspaper Publishers’ Association Limited.

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OBCA means the Business Corporations Act (Ontario), as it may be amended from time to time and any successor legislation thereto.

Person includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator, or other legal representative.

Reuters Founders Share Company’s Articles means the Articles of Association of Reuters Founders Share Company, as they may be amended or supplemented from time to time.

Reuters Founders Share Company Bank Account means a bank account in the name of Reuters Founders Share Company Limited with a United Kingdom clearing bank nominated by Reuters Founders Share Company from time to time.

Reuters Trustees means the members and directors from time to time of Reuters Founders Share Company.

Subsidiary means, with respect to any Person, any Person that is Controlled by such Person.

Terms of Approval means, in relation to an Approved Person, an agreement or undertaking, if any, entered into by that Approved Person with the holder of the Reuters Founders Share in connection with being designated as an Approved Person.

The Associations means PA Group, NPA Nominees, Australian Associated Press and New Zealand Press Association.

The Office means, in relation to Thomson Reuters Corporation, the registered office of Thomson Reuters Corporation from time to time, and, in relation to Thomson Reuters PLC, the registered office of Thomson Reuters PLC from time to time.

The Three Newspaper Associations means PA Group, Australian Associated Press and New Zealand Press Association.

Thomson Reuters Corporation’s Articles means the articles of incorporation of Thomson Reuters Corporation, as they may be amended or supplemented from time to time.

Thomson Reuters Group means, collectively, Thomson Reuters Corporation, Thomson Reuters PLC and their respective Subsidiaries from time to time operating as a unified group pursuant to the DLC Structure.

Thomson Reuters PLC’s Articles means the articles of association of Thomson Reuters PLC, as they may be amended or supplemented from time to time.

5

Wholly Owned Subsidiary means a wholly owned subsidiary within the meaning of section 1159 of the Companies Act 2006.

1.3In this Deed, the expression Relevant Event means:

(a)in relation to each of the companies referred to in this Clause 1.3:

(i)the appointment of a receiver in respect of all or a substantial part of its assets; or

(ii)the making of an order by a court of competent jurisdiction for the compulsory winding-up of the company;

(b)in relation to PA Group:

(i)a Change of Control; or

(ii)a Fundamental Change;

(c)in relation to NPA, a Fundamental Change;

(d)in relation to Australian Associated Press:

(i)a Change of Control; or

(ii)a Fundamental Change;

(e)in relation to New Zealand Press Association:

(i)a Change of Control; or

(ii)a Fundamental Change.

1.4For the purposes of the definition of the expression Change of Control in this Deed, bodies corporate shall be taken to be Affiliates of one another if:

(a)one is a Wholly Owned Subsidiary of the other; or

(b)they are both Wholly Owned Subsidiaries of a third body corporate.

1.5Words or expressions used in this Deed in the masculine gender and/or singular form include these words or expressions in the feminine or neuter gender and plural form (as the case may be), and in each case vice versa.

1.6In this Deed, words denoting persons include bodies corporate.

1.7Neither the table of contents of nor the headings in this Deed affect its interpretation.

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1.8Unless otherwise indicated, references to Clauses and the Appendix in this Deed are references to Clauses and the Appendix of this Deed.

1.9In this Deed, any reference to any statute or statutory provision (other than section 1159 of the Companies Act 2006) shall be construed as including a reference to any statutory modification or re-enactment thereof from time to time in force.

1.10No provision of this Deed shall be construed as having the effect of preventing any of the parties from engaging in any trade or business in competition with the Thomson Reuters Group or with any of the other parties hereto or of imposing any obligation on any of the parties to take, buy or accept or otherwise acquire the goods or services of any of the parties or of any of its subsidiaries.

1.11The written consent of Reuters Founders Share Company shall be deemed to have been given for any of the purposes of this Deed if, and only if, a certificate signed on behalf of Reuters Founders Share Company by not less than two of the Reuters Trustees shall have been received at the Office of Thomson Reuters Corporation or Thomson Reuters PLC (as applicable) confirming that a resolution giving the consent in question has been duly passed at a meeting of the Reuters Trustees (in their capacity as directors of Reuters Founders Share Company) or by written resolution of the Reuters Trustees (in their capacity as directors of Reuters Founders Share Company) pursuant to Article 18 of Reuters Founders Share Company’s Articles.

1.12References in this Deed to Regulation numbers of Reuters Founders Share Company’s Articles are to the Regulations bearing that number at the date of this Deed.

2.TERMINATION OF PRIOR AGREEMENTS

The parties to the 1998 Deed of Mutual Covenant hereby agree that the 1998 Deed of Mutual Covenant is hereby terminated and of no further effect save for any obligations of any party to it arising prior to the date hereof.

3.REUTERS TRUST PRINCIPLES

3.1Each of the Associations, being resolved to safeguard the principles, the character and the reputation of the Thomson Reuters Group, severally covenants with the other Associations severally, with Reuters Founders Share Company severally and with Thomson Reuters Corporation and Thomson Reuters PLC severally to use its best endeavours (subject as provided in Clauses 1.10, 3.3 and 3.4) to ensure that the Reuters Trust Principles are complied with.

3.2Each of Reuters Founders Share Company, Thomson Reuters Corporation and Thomson Reuters PLC severally covenants with each of the Associations severally to use its best endeavours (subject as provided in Clause 3.4) to ensure that the Reuters Trust Principles are complied with.

3.3The obligations of each of the Associations under Clause 3.1 shall be deemed to have been satisfied by the proper discharge by each of the Associations of their respective

7

obligations under Clause 4 in order to ensure (in so far as by the proper exercise of such rights and the proper discharge of such obligations each such party is respectively able to do so without incurring any expenditure or pecuniary liability) that the Reuters Trust Principles are complied with.

3.4No party to this Deed shall be obliged by the provisions of this Clause 3 to purchase or subscribe or otherwise to acquire, or to sell, transfer or otherwise dispose of, or deal in any manner in shares or other securities of Thomson Reuters Corporation or Thomson Reuters PLC or to refrain from doing any such thing.

3.5For the avoidance of doubt, it is acknowledged for the benefit of each of the parties hereto and any Approved Person at the date hereof that completion of the Transaction in accordance with the terms thereof (including, without limitation, Thomson Reuters Corporation’s Articles, Thomson Reuters PLC’s Articles and the Reuters Trust Principles Support Agreement between Reuters Founders Share Company and the Woodbridge Company Limited of even date herewith) and the acquisition and maintenance by any Approved Person at the date hereof of shareholdings in Thomson Reuters PLC and/or Thomson Reuters Corporation comply with the Reuters Trust Principles (including such principles as defined in the 1998 Deed of Mutual Covenant).

4.APPOINTMENT OF REUTERS TRUSTEES

4.1Each of the Three Newspaper Associations severally covenants with each other of the Three Newspaper Associations severally and with NPA Nominees, Reuters Founders Share Company, Thomson Reuters Corporation and Thomson Reuters PLC severally to exercise its respective rights under Reuters Founders Share Company’s Articles to appoint one person to be a member of the Nomination Committee from time to time.

4.2Subject to the provisions of Clause 4.9, NPA Nominees covenants with each of the Three Newspaper Associations severally and with Reuters Founders Share Company, Thomson Reuters Corporation and Thomson Reuters PLC severally to exercise its right under Reuters Founders Share Company’s Articles to appoint one person to be a member of the Nomination Committee from time to time in accordance with the directions in writing of NPA.

4.3Reuters Founders Share Company covenants with each of the Three Newspaper Associations severally and with NPA Nominees, Thomson Reuters Corporation and Thomson Reuters PLC severally that no person shall be admitted to membership of Reuters Founders Share Company unless he shall first have executed and delivered a Form of Undertaking.

4.4Reuters Founders Share Company covenants with each of the Three Newspaper Associations severally and with NPA Nominees that, subject to the provisions of Clause 4.8, every person duly nominated and approved as a Reuters Trustee in accordance with Reuters Founders Share Company’s Articles and the provisions of this Deed shall be admitted to membership and become a director of Reuters Founders Share Company

8

forthwith upon execution under seal and delivery by such person of a Form of Undertaking.

4.5Each of the Three Newspaper Associations severally covenants with each other of the Three Newspaper Associations severally and with NPA Nominees, Reuters Founders Share Company, Thomson Reuters Corporation and Thomson Reuters PLC severally that it will give a Distress Notice forthwith to each of them if a Relevant Event shall occur in respect of it.

4.6Subject to the provisions of Clause 4.9, NPA Nominees covenants with each of the Three Newspaper Associations severally and with Reuters Founders Share Company, Thomson Reuters Corporation and Thomson Reuters PLC severally that it will give a Distress Notice forthwith to each of them if NPA directs it in writing so to do by reason of a Relevant Event having occurred in respect of NPA.

4.7Reuters Founders Share Company shall, if it has by resolution of the Reuters Trustees in accordance with Article 22 of Reuters Founders Share Company’s Articles so resolved, give a Distress Notice to each of the Three Newspaper Associations, NPA Nominees, Thomson Reuters Corporation and Thomson Reuters PLC that a Relevant Event has occurred in respect of one of the Newspaper Associations.

4.8If a Distress Notice is duly given by one of the Three Newspaper Associations, or by Reuters Founders Share Company in respect of any of the Three Newspaper Associations then if the Distress Notice is given by (or by Reuters Founders Share Company in respect of) any of the Three Newspaper Associations the obligations of that Newspaper Association under Clause 4.1 shall cease.

4.9If:

(a)NPA shall fail (for whatever reason) to give a direction in writing to NPA Nominees with respect to the appointment of a person to the Nomination Committee; or

(b)a Distress Notice is duly given by NPA Nominees, or by Reuters Founders Share Company, in respect of NPA:

then:

(i)the provisions of Clause 4.2 and Clause 4.6 shall forthwith cease to have effect; and

(ii)the provisions of Clause 4.10 shall forthwith take effect.

4.10Subject to the provisions of Clause 4.9, NPA Nominees covenants with each of the Three Newspaper Associations severally, with Reuters Founders Share Company severally and with Thomson Reuters Corporation and Thomson Reuters PLC severally to exercise its rights under Reuters Founders Share Company’s Articles to appoint one person to be a member of the Nomination Committee from time to time.

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4.11The giving of a Distress Notice by any of the Associations, or by Reuters Founders Share Company in respect of any of them, shall not prejudice any right or remedy of any party to this Deed against such person.

5.ADDITIONAL COVENANTS WITH REUTERS FOUNDERS SHARE COMPANY

5.1Thomson Reuters Corporation and Thomson Reuters PLC jointly and severally covenant with Reuters Founders Share Company that their respective Boards of Directors and the Boards of Directors of their respective Subsidiaries will in the performance of their respective functions have due regard to the Reuters Trust Principles and to the rights and duties of the Reuters Trustees set out in Reuters Founders Share Company’s Articles in so far as by the proper exercise of their respective powers by such Boards of Directors and in accordance with the other duties of directors those principles are capable of being observed by such Boards of Directors.

5.2Thomson Reuters Corporation and Thomson Reuters PLC jointly and severally covenant with Reuters Founders Share Company that they will forthwith give to Reuters Founders Share Company full particulars of every recording or inscription made in their respective registers of interests in shares and their associated indexes (if any) kept in accordance with section 141 of the OBCA, and section 808 of the Companies Act 2006, respectively, and that they will forthwith upon request by Reuters Founders Share Company give to Reuters Founders Share Company a copy or copies of such registers and/or indexes or any part or parts thereof.

5.3Each of the Associations severally covenants, and Thomson Reuters Corporation and Thomson Reuters PLC jointly and severally covenant, with Reuters Founders Share Company that it or they will give notice to Reuters Founders Share Company of any single action or event or series of actions or events which become known to it or them and which, in the opinion of such Association or of Thomson Reuters Corporation or Thomson Reuters PLC, as the case may be, would or might result in a breach of the Reuters Trust Principles.

5.4Thomson Reuters Corporation and Thomson Reuters PLC jointly and severally covenant with Reuters Founders Share Company that they will promptly give to Reuters Founders Share Company full particulars of any interest in their respective share capital becoming known to them through a public filing made, or a written notification delivered, under any law or regulation applicable to them or their respective shareholders.

5.5Thomson Reuters Corporation and Thomson Reuters PLC jointly and severally covenant with Reuters Founders Share Company that they will have an office of editor in chief of the news services of the Thomson Reuters Group and will provide Reuters Founders Share Company with the opportunity to consult with their respective Boards of Directors a reasonable period of time prior to appointing an individual to, or removing an individual from, such office.

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5.6Thomson Reuters Corporation and Thomson Reuters PLC jointly and severally covenant with Reuters Founders Share Company that they will keep Reuters Founders Share Company informed through regular information meetings and presentations of material matters relating to the business and affairs of the Thomson Reuters Group that may reasonably be expected to affect the interests of Reuters Founders Share Company in relation to the Reuters Trust Principles.

6.COVENANTS OF REUTERS FOUNDERS SHARE COMPANY

6.1Reuters Founders Share Company, being entitled to make such representations to the Boards of Directors of Thomson Reuters Corporation and Thomson Reuters PLC, on matters of general interest affecting the Thomson Reuters Group, as it may from time to time think fit, shall cause the Reuters Trustees to be generally available for consultation with such Boards of Directors.

6.2Reuters Founders Share Company shall use reasonable efforts to inform Thomson Reuters Corporation and Thomson Reuters PLC of its views on matters relating to the conduct of the business and affairs of the Thomson Reuters Group in relation to the Reuters Trust Principles.

6.3Reuters Founders Share Company shall use reasonable efforts to attend either in person or by proxy any meeting of shareholders of Thomson Reuters Corporation or Thomson Reuters PLC at which a Reuters Founders Share carries a right to vote.

7.INDEMNITIES AND ADMINISTRATIVE SERVICES

7.1Thomson Reuters Corporation and Thomson Reuters PLC jointly and severally covenant with Reuters Founders Share Company (both for the benefit of Reuters Founders Share Company and as trustee for the Reuters Trustees from time to time) that they will pay into Reuters Founders Share Company Bank Account on demand all such sums of money as Reuters Founders Share Company shall from time to time certify are required by it:

(a)to indemnify the Reuters Trustees in respect of (i) their travelling, hotel and other reasonable expenses incurred in attending and returning from all meetings of the Reuters Trustees as directors and members of Reuters Founders Share Company and in carrying on the functions of Reuters Founders Share Company, including (but without limitation) the exercise of the rights, powers and duties exercisable by Reuters Founders Share Company and by the Reuters Trustees and (ii) amounts payable to the Reuters Trustees pursuant to Article 32 of the Articles of Association of Reuters Founders Share Company;

(b)to indemnify members of the Nomination Committee of Reuters Founders Share Company (Nomination Committee) who are not Reuters Trustees in respect of (i) their travelling, hotel and other reasonable expenses incurred in attending and returning from all meetings of the Nomination Committee, and in carrying out the functions of the Nomination Committee including (but without limitation) the exercise of the rights, powers and duties exercisable by the Nomination Committee and (ii) amounts payable to members of the Nomination Committee

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pursuant to Article 32 of the Articles of Association of Reuters Founders Share Company;

(c)to indemnify Reuters Founders Share Company in respect of all disbursements, fees and expenses which have been incurred or paid or will or may become liable to be incurred by it including in particular (but without limitation) all expenses incurred in enforcing the Reuters Trust Principles and any other provisions contained in this Deed and in carrying out the objects of Reuters Founders Share Company, whether by judicial proceedings or otherwise;

(d)to indemnify Reuters Founders Share Company in respect of all fees payable to the Chairman of the Reuters Trustees or the other Reuters Trustees or to members of the Nomination Committee who are not Reuters Trustees provided that in determining the fee of the Chairman, the Reuters Trustees shall take into account the recommendation of the Remuneration Committee appointed by Reuters Founders Share Company pursuant to Article 15.5 of the Articles of Association of Reuters Founders Share Company. In determining the fee of the Reuters Trustees, the Chairman shall take into account the recommendation of the Remuneration Committee, any views of the remaining Reuters Trustees thereon and consult the Chief Executive Officer or other senior executive officers for the time being of the Thomson Reuters Group. The fees payable shall be at the rates from time to time determined in accordance with the Articles of Association of Reuters Founders Share Company;

(e)to comply with all statutory requirements from time to time in force (and whether arising under taxation statutes or statutes relating to companies or otherwise) and applicable to Reuters Founders Share Company; and

(f)to permit Reuters Founders Share Company to maintain in Reuters Founders Share Company Bank Account a credit balance of approximately ten thousand pounds to enable Reuters Founders Share Company to discharge any such fees, costs and expenses as are referred to in this Clause 7.

7.2Thomson Reuters Corporation and Thomson Reuters PLC jointly and severally covenant with Reuters Founders Share Company to pay on demand the cost of (or at the option of Reuters Founders Share Company procure the provision without cost to Reuters Founders Share Company of) all company secretarial services and other ancillary administrative services which Reuters Founders Share Company may from time to time request.

7.3Each of Thomson Reuters Corporation and Thomson Reuters PLC shall be entitled to pay any sum due under this Clause 7 (other than any sum due pursuant to Clause 7.1(f)) into Reuters Founders Share Company Bank Account on terms that any sum so paid and which shall not within 30 days of being so paid have been utilised for the certified purpose shall forthwith on request in writing from Thomson Reuters Corporation or Thomson Reuters PLC (as applicable) be refunded to it.  The obligations of Thomson Reuters Corporation and Thomson Reuters PLC in this Clause 7 may be fulfilled at their option by any member of the Thomson Reuters Group.

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7.4The obligations of Thomson Reuters Corporation and Thomson Reuters PLC to make any payment into Reuters Founders Share Company Bank Account under this Clause 7 shall not be affected by, nor shall the amount of any such payment be reduced on account of, any contractual or common law right of set-off, or any amount counter-claimed by either of them, respectively, in respect of any sum owing, or alleged to be owing, from Reuters Founders Share Company to either of them.

7.5Thomson Reuters Corporation and Thomson Reuters PLC jointly and severally covenant with Reuters Founders Share Company to maintain insurance coverage for all Reuters Trustees under the directors’ and officers’ insurance policy of the Thomson Reuters Group from time to time existing or an equivalent policy, on substantially similar terms to those applicable to directors of Thomson Reuters Corporation and Thomson Reuters PLC.

8.VARIATION AND TERMINATION

8.1Subject to the provisions of this Clause 8, the provisions of this Deed may be varied at any time by a supplemental deed between such of the parties as are required to consent to such variation by this Clause 8.

8.2No variation may be made to this Deed without the written consent of each of the Associations and Reuters Founders Share Company.

8.3No variation may be made to this Deed which would extend or increase the obligations or liabilities of any party to this Deed without written consent of that party.

8.4This Deed may be terminated at any time with the written consent of each of the Associations and Reuters Founders Share Company.

9.CHANGES IN PARTIES

Each of the parties to this Deed severally covenants with each of the Associations and Reuters Founders Share Company severally that it will not assign or sub-contract any of its rights or sub-contract the performance of any of its obligations under this Deed (except the performance of administrative duties).

10.RELATIONSHIP OF THE PARTIES

Save as expressly provided in relation to Thomson Reuters PLC in Clause 12.4, this Deed shall not constitute any party hereto the agent of any other party, nor shall it constitute a partnership between any of the parties.

11.NOTICES

11.1Any notice or other communication under this Deed shall be in writing and in English.

11.2Any such notice or other communication may be given by letter delivered, or sent postage prepaid by first class post, to the recipient at its address stated herein.  Any such

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notice or other communication may be given by email or facsimile transmission to the recipient, but if so given shall promptly be confirmed by letter.

11.3The address of any party to this Deed may be changed by notice given to each person who at the date of the giving of such notice is a party to this Deed.

11.4Any notice or other communication delivered to the recipient shall be deemed to have been received on delivery.  Any notice or other communication sent by first class post shall be deemed to have been received 48 hours after being put in the post if sent within the United Kingdom and seven days after being put in the post if sent to or from an address outside the United Kingdom.  Any notice or other communication sent by email or facsimile transmission shall be deemed to have been received 24 hours after despatch.

11.5A copy of any notice or other communication under this Deed to Reuters Founders Share Company shall be concurrently sent to the person designated from time to time by the Thomson Reuters Group to provide secretarial services to Reuters Founders Share Company.

12.GOVERNING LAW AND JURISDICTION

12.1This Deed shall be governed by and construed in accordance with the laws of England.

12.2Each of the parties to this Deed irrevocably submits to the non-exclusive jurisdiction of the English courts and waives any objection to proceedings in any such court on the grounds of venue or on the grounds that the proceedings have been brought in an inconvenient forum or any similar grounds.

12.3The provisions of Clause 12.2 shall not affect the right of any party to this Deed to take proceedings in any other jurisdiction in which jurisdiction can be founded.

12.4Each of the parties to this Deed not having its registered office in the United Kingdom irrevocably appoints Thomson Reuters PLC as its agent for service of process in any proceedings brought before any English court.  Thomson Reuters PLC irrevocably accepts such appointment.  The provisions of this Clause 12.4 shall not affect the right to serve process in any manner permitted by law.

13.THIRD PARTY RIGHTS

A person who is not a party to this Deed may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 or otherwise, with the exception of any Approved Person at the date hereof, which may enforce the provisions of Clause 3.5, and any of the Reuters Trustees.

14.COUNTERPARTS

This Deed may be signed in counterparts and each such counterpart shall constitute an original document and such counterparts, taken together, shall constitute one and the same instrument.

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IN WITNESS whereof this Deed has been executed by the parties on the date first above written

PA GROUP LIMITED
by:
	Name:
	Title:
by:
	Name:
	Title:

NPA NOMINEES LIMITED
by:
	Name:
	Title:
by:
	Name:
	Title:

AUSTRALIAN ASSOCIATED PRESS PTY LIMITED
by:
	Name:
	Title:
by:
	Name:
	Title:

15

NEW ZEALAND PRESS ASSOCIATION LIMITED
by:
	Name:
	Title:
by:
	Name:
	Title:

REUTERS FOUNDERS SHARE COMPANY LIMITED
by:
	Name:
	Title:
by:
	Name:
	Title:

THOMSON REUTERS CORPORATION
by:
	Name:
	Title:

THOMSON REUTERS PLC
by:
	Name:
	Title:
by:
	Name:
	Title:

16

REUTERS GROUP PLC
by:
	Name:
	Title:

17

APPENDIX

FORM OF UNDERTAKING

TO:Reuters Founders Share Company Limited, Thomson Reuters Corporation, Thomson Reuters PLC, PA Group Limited, NPA Nominees Limited (on behalf of the Newspapers Publishers Association Limited), Australian Associated Press Pty Limited and New Zealand Press Association Limited

I,

of

HEREBY UNDERTAKE that upon my becoming a Reuters Trustee (as defined in the Articles of Association of Reuters Founders Share Company Limited) and so long as I shall be a Reuters Trustee I shall exercise all the voting and other rights and powers vested in me as a Reuters Trustee to secure that:

(a)the Reuters Trust Principles (as defined in the Memorandum of Association of Reuters Founders Share Company Limited) are generally observed by Thomson Reuters Corporation and Thomson Reuters PLC and their respective subsidiaries from time to time and by Reuters Founders Share Company Limited;

(b)every person duly nominated to be a Reuters Trustee in accordance with the Articles of Association of Reuters Founders Share Company Limited shall forthwith be admitted to membership of Reuters Founders Share Company Limited; and

(c)the provisions of the Articles of Association of Reuters Founders Share Company Limited relating to the nomination and admission of persons to be Reuters Trustees shall not be amended without your prior written consent.

IN WITNESS whereof I have hereunto set my hand this        day of,

SIGNED AS A DEED and DELIVERED

by the above named in the presence of:

Witness:

Address:

Occupation:

A-1