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

• A special cash distribution of $605-million (U.S.) in the aggregate, 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.

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 nonparticipating 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 transactions through a share exchange and 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.

According to the TSX, 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. Participating organizations should note that the common shares will not trade on an ex distribution basis prior to the effective date. The common shares will start trading on an ex distribution basis at the opening on May 4, 2026, concurrent with the change in Cusip number.

The new Cusip number, representing consolidated, ex distribution common shares, will be 884903 88 1. The effective date of the transaction for trading purposes is May 4, 2026 (at the opening). The TSX notes that no fractional common shares will be issued. Where the share consolidation would result in a fraction of a share being held by a shareholder, the fractional share that otherwise would be held by that shareholder will be delivered to the depositary (as agent for that purpose) for sale by the depositary on behalf of that shareholder. All common shares so delivered to the depositary will be pooled and sold in the market by a broker appointed by the depositary as soon as practicable after the effective date, on such dates and at such prices as the broker determines in its sole discretion. The depositary will not be obligated to seek or obtain a minimum price for any of the common shares sold by it.

According to the TSX, 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 common shares under the new Cusip number and, if applicable, cash representing fractional entitlements. Participating shareholders last holding old common 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 TSX bulletin dated April 15, 2026, eligible opt-out shareholders who chose to opt out of the return of capital will not receive the special cash distribution.

For more information, see the company's management information circular dated March 13, 2026, and its news releases dated April 14, 2026, April 28, 2026, and April 30, 2026. The TSX will issue a further bulletin before the open on May 4, 2026, to confirm the share consolidation ratio.