The Toronto Stock Exchange reports that Thomson Reuters Corp. will complete a plan of arrangement, consisting of, for each common share of the company outstanding as of 3:01 a.m. Toronto time on the effective date (other than the non-participating shares held by shareholders who are taxable in a jurisdiction outside of Canada and elect to opt out of the return of capital):

• A special cash distribution of $605-million (U.S.) in total, or approximately $1.36 (U.S.) per common share (estimated based on the number of common shares issued and outstanding as of March 6, 2026, and assuming no shareholders opt out of the return of capital);
• A consolidation of the outstanding common shares on a basis that is proportional to the special cash distribution.

According to the TSX, the proposed return of capital is intended to distribute cash on a basis that is generally expected to be tax free for Canadian tax purposes.

Pursuant to the terms of the plan of arrangement to implement the return of capital and share consolidation transactions, each issued and outstanding non-participating share will be exchanged for one new common share and, after the return of capital to participating shareholders, each issued and outstanding new common share will be exchanged for a number of common shares equal to the conversion ratio, and each issued and outstanding common share will then be consolidated into a number of postconsolidation shares equal to the share consolidation ratio. Accordingly, non-participants in the return of capital will still participate in the share consolidation but will ultimately hold the same number of common shares as prior to the transactions and participating shareholders will hold a fewer number of common shares to reflect the return of capital received. The conversion and share consolidation ratios will be based on the volume weighted average trading price of the common shares on the Nasdaq Stock Market for the five trading days immediately prior to the effective date.

The TSX notes that certain shareholders who are taxable in a jurisdiction outside of Canada (including taxable U.S. resident shareholders and others) will be able to opt out of the return of capital. Eligible opt-out shareholders who choose to opt out of the return of capital will not receive the special cash distribution. Each opting-out shareholder will still participate in the proposed transactions through a share exchange and the share consolidation, but will continue to hold the same number of shares that it currently holds. Such opting-out shareholders will realize a proportionate increase in their equity and voting interests in the company by virtue of the consolidation of the participating shares under the share consolidation. The election deadline is 5 p.m. Toronto time on April 27, 2026.

For eligible registered shareholders who choose to opt out of the return of capital, return the opt-out election and certification form by the election deadline to Computershare Investor Services Inc. at its principal office in Toronto. Shareholders whose common shares are held through an intermediary may have earlier deadlines for submitting their opt-out election and certification form. Shareholders who do not make an opt-out election prior to the election deadline, or for whom the depositary determines that their election was not properly made, will be deemed to have elected to receive a special cash distribution of approximately $1.36 (U.S.) per common share (estimated based on the number of common shares issued and outstanding as of March 6, 2026, and assuming no shareholders opt-out of the return of capital) and will have their common shares consolidated on a basis that is proportional to the special cash distribution. Trades from 9:30 a.m. Toronto time to 12 p.m. Toronto time on April 27, 2026, will settle on the same day.

For more information, see the company's management information circular dated March 13, 2026. The TSX will issue a further bulletin to confirm the substitutional listing of the consolidated shares.