Thomson Reuters Shareholders Approve CAD 605M Return of Capital, Share Consolidation in Vote

Key Points

• Shareholders approved the plan to return CAD 605 million and implement a share consolidation, with preliminary results showing over 99% of votes in favor; final court approval is set for April 29 and the company expects the transaction to take effect on or about May 4.
• The distribution will be roughly CAD 1.36 per common share and is funded by proceeds from the sale of about 32.4 million LSEG shares tied to the 2018 Refinitiv transaction; the consolidation (similar to a reverse split) will proportionally reduce share count and non‑Canadian taxable shareholders were given an opt‑out due to potential tax consequences.

Thomson Reuters NASDAQ: TRI shareholders voted overwhelmingly to approve a proposed return of capital and related share consolidation, according to preliminary results announced at a special meeting chaired by David Thomson, the company’s chairman.

The meeting, which was webcast on the company’s website, was convened to consider a single item: a special resolution approving a plan of arrangement to implement the return of capital and share consolidation transactions described in the management proxy circular sent to shareholders. Norie Campbell, Thomson Reuters’ chief legal officer and company secretary, acted as secretary of the meeting, and the company appointed representatives of Computershare Trust Company of Canada to act as scrutineers.

Return of capital tied to proceeds from prior asset sales

CEO Steve Hasker said the proposed transaction represents the company’s “third return of capital transaction” related to proceeds received from a series of portfolio actions dating back to 2018. Hasker stated that since 2018 Thomson Reuters has received approximately $24.9 billion in gross proceeds derived from two main sources:

• The 2018 sale of a 55% interest in its financial and risk business, Refinitiv, to a Blackstone-led consortium.
• Subsequent dispositions of London Stock Exchange Group PLC (LSEG) shares that Thomson Reuters received as consideration in the Refinitiv transaction, sold between March 2021 and May 2024.

Hasker said the company previously returned “a significant portion” of these proceeds to shareholders through share repurchases conducted under a normal course issuer bid, a substantial issuer bid or tender offer, and return of capital transactions in 2018 and 2023.

Proposed distribution and share consolidation mechanics

Under the latest proposal, Hasker said Thomson Reuters plans to return CAD 605 million to shareholders from gross proceeds derived from approximately 32.4 million LSEG shares sold in May 2024.

If implemented as described in the plan of arrangement, shareholders would receive a cash distribution of approximately CAD 1.36 per Thomson Reuters common share, Hasker said. He noted the estimate is based on the number of common shares issued and outstanding as of the meeting’s record date and assumes no shareholders opt out of the return of capital.

Following the cash distribution, Hasker said the company would reduce its share count “on a basis proportional to the return of capital distribution,” describing the share consolidation as “similar to a reverse stock split.” He added that shareholders taxable in jurisdictions outside Canada were provided an option to opt out of the return of capital, as outlined in the circular, because tax consequences could make opting out preferable for some investors.

Shareholders who opt out would not receive the cash distribution and would continue to hold the same number of shares, according to Hasker.

If the transaction receives all required approvals, Hasker said the company expects it to become effective “on or about Monday, May 4.”

Vote results and next steps

The special resolution required approval by at least two-thirds of the votes cast by shareholders present in person or by proxy. The company also noted the resolution was being considered pursuant to an order of the Ontario Superior Court of Justice, with the court’s final hearing to approve the plan of arrangement scheduled to be held by video conference on April 29, 2026 at 11:00 a.m. in Toronto, Ontario, or as soon thereafter as practicable.

During the meeting, Thomson said the board of directors had “determined that the return of capital and share consolidation transactions are in the best interests of our company” and unanimously recommended shareholders vote in favor of the special resolution.

The motion to approve the special resolution was moved by Jen Ruddick, deputy general counsel, and seconded by Nawal Zaarab, assistant general counsel, corporate and securities.

After reporting that more than 90% of eligible shares were voted in advance by proxy, the company announced preliminary results indicating that the special resolution had been approved, with “over 99%” of votes cast in favor. Final voting results will be made publicly available in the coming days, the company said.

No shareholder questions were raised following management’s remarks, and the meeting was adjourned after a motion to terminate was moved by Ruddick and seconded by Zaarab.

About Thomson Reuters NASDAQ: TRI

Thomson Reuters is a global provider of information and technology solutions for professional markets, including financial services, legal, tax and accounting, and media industries. The company delivers a range of data, analytics and software tools designed to help customers make informed decisions, manage risk and stay compliant with evolving regulations. Its key offerings include the Eikon financial data platform, Westlaw legal research service, Checkpoint tax and accounting solution, and Reuters News, which supplies real‐time journalism to media organizations worldwide.

Formed in 2008 through the merger of Canada's Thomson Corporation (founded in 1934) and the UK's Reuters Group (established in 1851), Thomson Reuters has built on a legacy of journalistic integrity and information innovation.

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