Mr. Steve Hasker reports

THOMSON REUTERS CORPORATION ACQUIRES MAJORITY INTEREST IN PAGERO - A WORLD LEADER IN E-INVOICING

Thomson Reuters Corp. has acquired approximately 53.81 per cent of the shares in Pagero Group AB from key shareholders, including Summa Equity and Pagero's chief executive officer Bengt Nilsson, as well as several members of the management team and employees, making Thomson the majority shareholder in Pagero.

On Jan. 11, 2024, Thomson announced a recommended public tender offer to acquire 100 per cent of the shares of Pagero. Today, Thomson increases the price in the offer to 50 Swedish kronor per share and declares the offer unconditional. The independent bid committee of Pagero's board of directors unanimously recommends all shareholders of Pagero accept the revised offer.

Pagero is a global leader in e-invoicing and indirect tax solutions, which it delivers through its smart business network. The company links customers, suppliers and institutions, allowing for the automated, compliant and secure exchange of digital orders, invoices and other business documents.

Thomson's majority ownership of Pagero will enhance the strategic partnership announced in February, 2023, accelerating the companies' joint vision for a connected suite of global indirect tax, reporting and e-invoicing capabilities.

As many countries move toward legislating for real-time digital tax regulation, the e-invoicing compliance capabilities of Pagero complement and expand Thomson's Onesource indirect tax offerings, providing enhanced compliance and workflow automation benefits to customers.

To ensure continuity for its community of indirect tax customers, Thomson is committed to maintaining Pagero as a market solution.

"Since the announcement of our initial offer for Pagero on Jan. 11, following constructive discussions with Bengt Nilsson, Summa Equity and other key shareholders of Pagero, we are pleased to have reached an agreement for them to sell their shares to Thomson Reuters -- making us the majority shareholder in Pagero at 53.81 per cent. This validates Thomson Reuters as the best home for Pagero and supports our shared vision to provide customers with automated, secure and compliant tax solutions," said Steve Hasker, chief executive officer and president, Thomson.

"Against this background, we are confident in our revised and unconditional offer of 50 Swedish kronor per share to all remaining shareholders of Pagero, representing an increase of 25 per cent compared to our initial offer. We believe our revised offer is highly compelling for Pagero's shareholders, confirmed by the unanimous recommendation from the independent bid committee. We look forward to closing out our offer and working together with the talented team at Pagero."

Benefits of the proposed acquisition:

• Significant e-invoicing growth opportunity: More than 80 countries have announced or introduced legal requirements for e-invoicing and continuous transaction control (CTC) regulations with the aim of ensuring tax compliance and increased transparency. The resulting compliance burden on global companies is significant and is expected to drive continued robust growth for e-invoicing solutions like Pagero's for many years into the future.
• Pagero provides market-leading solutions: Pagero offers a comprehensive suite of global e-invoicing and digital communications solutions through a single, modern and open technology platform. The company's smart business network links its 90,000 customers with over 14 million connected companies, providing emerging network effects as it continues to scale.
• Compelling strategic fit: The combination of Pagero's e-invoicing compliance capabilities with the indirect tax determination and reporting from Thomson's Onesource should yield significant benefits for customers, including enhanced compliance capabilities, workflow automation and global scale through a single trusted vendor. Over time, Thomson sees opportunities to leverage Pagero's open communications network to deliver additional compliance offerings, including for global trade management and supply chain/vendor risk.
• Attractive financial model: Pagero has a high-quality revenue mix (87 per cent recurring) and proven record of double-digit revenue growth. It is highly profitable in scaled markets and believes it has a pathway to robust overall profitability in the next few years as its investment markets scale.

The revised offer

The total value of the revised offer, based on all outstanding 161,167,486 outstanding shares in Pagero, amounts to approximately 8.1 billion Swedish kronor.

The revised offer represents a premium of 11.1 per cent compared with the public cash offer of 45 Swedish kronor from Avalara, which was announced on Jan. 12, 2024, and 145.9 per cent compared with the volume-weighted average price of Pagero's shares on Nasdaq First North during the 30 latest trading days prior to the announcement of Vertex's offer on Dec. 13, 2023, and 174.9 per cent compared with the volume-weighted average trading price for Pagero's shares on Nasdaq First North Growth Market during the 90 latest trading days prior to the announcement of Vertex's offer on Dec. 13, 2023.

Waiving of the offer's conditions

Thomson has declared the offer unconditional, meaning that the conditions for completion of the offer, as set out in the offer document in the section "Conditions for completion of the offer," have ceased to apply to the offer. Thomson will complete the offer, and all shares tendered in the offer will be settled once the offer's acceptance period expires.

Timetable

The acceptance period for the offer expires on Feb. 9, 2024, at 5 p.m. CET. Settlement for all shares tendered in the offer is expected to be initiated on or around Feb. 16, 2024. Thomson reserves the right to postpone the settlement date; however, that settlement shall in any event be made within seven business days following the expiration of the acceptance period. Thomson will announce any postponement of the settlement date by a press release in accordance with applicable laws and regulations.

Thomson shareholding in Pagero

As of the date of this announcement, Thomson holds and controls 86,720,670 shares and votes in Pagero, corresponding to approximately 53.81 per cent of shares and votes in Pagero.

Financing of the offer

The offer is not subject to any financing contingency. The consideration payable in respect of the offer is fully financed through funds currently available to Thomson.

Advisers

Thomson has engaged Morgan Stanley & Co. LLC as financial adviser and Linklaters as legal adviser in connection with the offer.

About Thomson Reuters Corp.

Thomson (New York Stock Exchange/Toronto Stock Exchange: TRI) informs the way forward by bringing together the trusted content and technology that people and organizations need to make the right decisions. The company serves professionals across legal, tax, accounting, compliance, government and media. Its products combine highly specialized software and insights to empower professionals with the data, intelligence and solutions needed to make informed decisions and to help institutions in their pursuit of justice, truth and transparency. Reuters, part of Thomson Reuters, is a world-leading provider of trusted journalism and news.

About Pagero Group AB

Pagero provides a smart business network that connects buyers and sellers for automated, compliant and secure exchange of orders, invoices, payment instructions and other business documents. With an open network and a wide range of value-added apps, Pagero helps businesses streamline their order-to-cash and purchase-to-pay processes while unlocking the full potential of accurate and reliable business data -- all of this, regardless of location, industry, size or systems.

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