Court File and Parties

Court File No.: CV-23-00697453-00CL Date: 20230616 Superior Court of Justice – Ontario – Commercial List

In the Matter of an Application Under Section 182 of the Business Corporations Act (Ontario), R.S.O. 1990, c. B.16, as amended

And in the Matter of a Proposed Plan of Arrangement of Thomson Reuters Corporation

Re: Thomson Reuters Corporation, Applicant

Before: Peter J. Osborne J.

Counsel: Andrew Gray and Colette Koopman, for the Applicant

Heard: June 16, 2023

Endorsement

[1] The Applicant, Thomson Reuters Corporation, (“Thomson Reuters” or the “Company”) has brought this application pursuant to section 182 of the Business Corporations Act, R.S.O. 1990, c.B.16, as amended, (the “OBCA”) for approval of a proposed plan of arrangement (the “Arrangement”).

[2] Defined terms have the meaning given to them in the factum and motion materials filed by Thomson Reuters on this motion. The Applicant relies upon the Affidavit of Jennifer Ruddick sworn April 19, 2023 together with exhibits thereto.

[3] The Arrangement involves a proposed return of capital to Shareholders (the “Return of Capital Transaction”) which in turn contemplates the cash distribution of USD $4.67 per Share which returns capital in the aggregate amount of approximately USD $2.2 billion; and a consolidation of Shares (or “reverse stock split”) on a basis that is proportional to the cash distribution.

[4] Certain non-Canadian resident Shareholders may elect to opt out of the Return of Capital Transaction. In particular, a Shareholder that is: i) not a resident of Canada for Canadian income tax purposes and subject to income tax in a jurisdiction other than Canada (and not exempt from income tax in that jurisdiction); or ii) an individual who is resident of Canada for Canadian income tax purposes and who is also subject to income tax in a jurisdiction other than Canada as a resident of that other jurisdiction, may opt out.

[5] This opt out right is being provided to those Shareholders since, in jurisdictions other than Canada, the tax consequences of not participating in the Return of Capital Transaction may be preferable to those associated with participating. Shareholders who choose to opt out will not receive the cash distribution and will continue to hold the same number of Shares after the completion of the Arrangement that they currently hold.

[6] Further particulars of the Arrangement are set out in the Plan of Arrangement found at Appendix C to the Circular. As a result of previous transactions, and in particular the sale of shares of different entities as set out in the motion materials, Thomson Reuters has received approximately USD $2.3 billion of gross proceeds to date and has previously committed to return some of the proceeds to Shareholders. On April 3, 2023, the Board of Directors of Thomson Reuters determined that the Return of Capital Transaction would be in the best interests of the Company and approved it.

[7] The Board concluded that the Return of Capital Transaction facilitates the distribution on a timely and efficient basis of USD $2.2 billion of gross proceeds from share sales and could be executed and implemented in a more efficient manner than alternatives such as normal course issuer bids. It provides for the fair treatment of Shareholders, the distribution of cash on a basis that is generally expected to be tax-free for Canadian tax purposes, and is structured in a manner that permits Eligible Opt-Out Shareholders to opt out in the event that they determine that the tax consequences in the relevant foreign jurisdiction of not participating in the Return of Capital Transaction would be preferable.

[8] The Return of Capital Transaction reduces the Company’s Share count on a basis that is proportional to the return of capital distribution, and reduces the cash outflow required for the Company to pay dividends, but permits the Company to maintain its dividend amount per Share.

[9] Participating Shareholders who wish to maintain the value of their investment in the Company may use the cash they receive to purchase Additional shares, and the Return of Capital Transaction allows the market price of Shares and other per Share market data, such as earnings and dividends per Share, to remain comparable both before and after the effective date of the Return of Capital Transaction.

[10] After the implementation of the Return of Capital Transaction, the Company will have sufficient financial resources and working capital to conduct its ongoing business and operations as well as to pursue its foreseeable or plan business and strategic opportunities. It is not expected to adversely affect the liquidity of the Shares.

[11] Thomson Reuters is an OBCA Corporation with its head office at Toronto. Its Shares trade on the TSX and the NYSE. As at April 17, 2023, approximately 69% of the issued and outstanding Shares are held by The Woodbridge Company Limited and its affiliates.

[12] Steele, J. of this Court made an Interim Order on April 21, 2023, which set out the procedures and mechanics for the calling and holding of the Meeting of Shareholders.

[13] I am satisfied that notice was provided in accordance with the terms of the Interim Order, to all registered Shareholders (including opt out election materials); to the directors and the auditor of the Company; to non-registered Shareholders and, as described below, to the Director.

[14] The Meeting was held on June 14, 2023 via webcast at which time Shareholders considered and voted upon the Arrangement Resolution.

[15] The Scrutineers Report in the motion materials reflects that there were 448 Shareholders present in person or represented by proxy, representing in the aggregate 435,569,535 Shares, or 92.48% of the issued and outstanding Shares. Quorum was satisfied.

[16] Fully 429,581,741 Shares, or 99.94% of the Shares voted at the Meeting, were voted in favour of the Arrangement Resolution with the result that the Arrangement Resolution was approved in accordance with the Interim Order.

[17] No party has notified the Company or its counsel that they intend to appear at today’s Final Order hearing or to oppose the Application, and none has appeared in Court today.

[18] For the reasons set out in the Interim Order reasons of Steele, J., dated April 21, 2023, dissent rights were not offered.

[19] The OBCA Director was given notice on June 5, 2023, and the Ministry responded the following day on June 6, 2023 to confirm that the Director did not attend to appear before the Court.

Analysis and Consideration of Factors

[20] Section 182 of the OBCA gives the Court the power to make any order it thinks appropriate in connection with an application for advice and directions in connection with an arrangement, including an order approving the arrangement pursuant to section 182(5)(f).

[21] In making such an order, the Court must be satisfied that: a) the statutory procedures and any court-ordered requirements have been met; b) the application has been put forward in good faith; and c) the arrangement is fair and reasonable: See Re Magna International Inc. 2010 ONSC 4123 at paras. 99-105, aff’d 2010 ONSC 4685 at paras. 31-41; BCE Inc. v. 1976 Debentureholders, 2008 SCC 69 at para. 137; and Steel Canada Inc. (Re) 2014 ONSC 4285 at para. 85.

[22] I will address each of these requirements in turn although in so doing I note that all of these requirements were considered and found to have been satisfied when the Interim Order was granted and there has been no material change since that time that would lead to a different conclusion for the purposes of the final approval order sought today.

[23] Thomson Reuters is a “corporation” as defined in the OBCA.

[24] The Arrangement of Thomson Reuters is an “Arrangement” within the meaning of section 182 of the OBCA (i.e., subsection (1)(f): an exchange of securities of a corporation for property, money or other securities of the corporation or property, money or other securities of another body corporate). As noted above, Thomson Reuters is an Ontario corporation governed by the OBCA.

[25] The statutory procedures and any court-ordered requirements have been met. In particular here, the terms of the Interim Order have been complied with. Copies of the Meeting Materials were provided in accordance with the terms of the Interim Order.

[26] The Meeting itself was called, held and conducted in accordance with the requirements of the Interim Order. As noted above, the Arrangement was approved overwhelmingly by Thomson Reuters’ Shareholders. I draw additional comfort from the fact that participation was high: fully 92.48% of the Shares were voted at the meeting.

[27] The Arrangement is put forward in good faith. There is no evidence otherwise.

[28] In my view, the Arrangement is fair and reasonable. There is clearly a valid business purpose.

[29] The factors identified by the Supreme Court of Canada that may be relevant to the test for the assessment of the fairness and reasonableness of a proposed arrangement include: a) the vote by security holders on the arrangement; b) the impact on the rights of those security holders; c) the approval of the arrangement by the corporation’s directors and the presence of a fairness opinion; and d) the access of shareholders to dissent and appraisal remedies: See BCE at paras. 138-143 and 150-152.

[30] Each of these factors is satisfied here by Thomson Reuters. The Arrangement was approved not just by the requisite majority of shareholders present in person or by proxy at the Meeting, but overwhelmingly. As observed by Blair, J. in Re St. Lawrence & Hudson Railway Co., 1998 O.J. 3934 at para. 27, what better litmus test then, for assessing whether [a shareholder] might reasonably approve of the plan, than the votes of those whose interests are actually at stake. Such votes are not conclusive but are an important indicator of fairness.

[31] The Supreme Court of Canada has recognized that although no single factor is conclusive, the outcome of the shareholder vote is an "important indicator of whether a plan is fair reasonable", which can be given "considerable weight", particularly if the margin is large: See BCE Inc., (Re), at paras. 141 and 150. The Shareholder vote in this case is a strong indication of the fairness and reasonableness of the Arrangement.

[32] The approval of the Directors was clear and unanimous.

[33] In the aggregate, all of these factors suggest that the rights of interested parties have been fairly and reasonably balanced. Additional comfort can be drawn from the fact that the form of order sought here is consistent with the model order of this Court.

[34] Having considered all of the foregoing factors, the Court is satisfied that the Arrangement is fair and reasonable and is in the best interests of Thomson Reuters and its Shareholders.

Approval Granted

[35] The Final Approval Order is granted, approving the Arrangement pursuant to section 182(5) of the OBCA.

[36] Order to go as signed by me today, which is effective from today’s date and is enforceable without the necessity of issuing and entering.

Osborne J.