The Toronto Stock Exchange reports that Thomson Reuters Corp. will complete a return-of-capital transaction intended to distribute cash on a basis that is generally expected to be tax free for Canadian tax purposes. According to the TSX, for each common share outstanding as of 3:01 a.m. on June 23, 2023 (the effective date) (other than the shares held by shareholders who elected to opt out):

• A cash distribution of $4.67 (U.S.) per share will be issued (or approximately $2.2-billion (U.S.) in total);
• A consolidation of the outstanding shares will be completed on a basis that is proportional to the cash distribution.

The share consolidation ratio will be based on the volume weighted average trading price of the shares on the New York Stock Exchange for the five trading days immediately prior to the effective date. Participating organizations should note that the shares will not trade on an ex distribution basis prior to the effective date. The shares will start trading on an ex distribution basis at the opening on June 23, 2023, concurrent with the change in Cusip number to No. 884903 80 8 (representing the consolidated, ex distribution shares).

The TSX notes that no fractional shares will be issued. Where the total number of shares to be issued to a participating shareholder under the return-of-capital transaction would result in a fraction of a share being issuable, the number of shares will be rounded down to the nearest whole number and the fractional share that otherwise would be issued to that participating shareholder will be issued to the depositary (as agent for that purpose) for sale by the depositary on behalf of that participating shareholder. All shares so issued to the depositary will be pooled and sold as soon as practicable after the effective date, on such dates and at such prices as the depositary determines in its sole discretion. The depositary will not be obligated to seek or obtain a minimum price for any of the shares sold by it.

All registered shareholders, other than those who hold through DRS, must return a letter of transmittal to Computershare Investor Services Inc. at its principal offices in Toronto in order to receive new shares under the new Cusip number and, if applicable, cash representing fractional entitlements. Participating shareholders (as defined in the circular) last holding old shares under the old Cusip number will automatically receive the cash distribution. As soon as practicable after the effective time, the depositary shall deliver to each registered participating shareholder a cheque for the portion of the total cash distribution amount that it is entitled to receive as a result of the return of capital. As referred to in the TSX bulletin dated June 1, 2023, shareholders who have opted out (as defined in the circular) will not receive the cash distribution. The TSX will issue a further bulletin before the open on June 23, 2023, to confirm the consolidation ratio.

For more information, see the company's management information circular dated April 26, 2023, and its news releases dated June 15, 2023, and June 16, 2023.