|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 24)*
|
THOMSON REUTERS CORP /CAN/ (Name of Issuer) |
Common Shares of Thomson Reuters Corporation (Title of Class of Securities) |
(CUSIP Number) |
David Colman 65 Queen Street West, Suite 2400, Toronto Ontario, Z4, M5H 2M8 (416)-364-8700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/15/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
THOMSON INVESTMENTS LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
312,518,088.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
70.56 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to rows 8 and 10 above, includes 300,790,959 common shares of Thomson Reuters Corporation ("Common Shares") beneficially owned by The Woodbridge Company Limited and subsidiaries and 11,727,129 Common Shares beneficially owned by the family of the late Roy H. Thomson, the first Lord Thomson of Fleet through various affiliated corporations.
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
THE WOODBRIDGE COMPANY LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
300,790,959.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
67.91 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
1908720 ONTARIO LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
202,322,148.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
45.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
1000706525 ONTARIO LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
84,798,839.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
1396164 Ontario Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,160,949.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
1925124 Ontario Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
506,720.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Woodbridge Investments Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,303.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
KRT INVESTMENTS CORP. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
87,754.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
DKRT FAMILY CORP. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
276,864.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
DKRT INVESTMENTS CORP. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
327,761.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
DKRT FUNDING CORP. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
137,630.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
1000920847 ONTARIO LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
260,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
MB FINANCE CORP. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,596.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
TT INVESTMENTS CORP. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
16,516.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
TLT INVESTMENTS CORP. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
530,176.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.12 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
TLT ISSUE HOLDCO A CORP. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
195,900.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
TLT ISSUE HOLDCO CORP. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
759,751.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.17 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
1761173 ONTARIO LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,422,190.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.32 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
2677295 ONTARIO LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
697,006.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.16 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
1000919995 ONTARIO LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
260,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
1754693 ONTARIO LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
437,878.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
PJT INVESTMENTS CORP. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
270,297.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
1000920848 ONTARIO LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
260,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
PGF INVESTMENTS CORP. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
20,358.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
PGF FAMILY CORP. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
19,984.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
LCC INVESTMENTS CORP. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,777,670.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
1000078931 ONTARIO LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
357,105.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
1000421133 ONTARIO LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
39,832.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
LLD INVESTMENTS CORP. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
96,804.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
2806335 ONTARIO LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
64,585.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
JRD INVESTMENTS CORP. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
412,843.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
2754783 ONTARIO LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,988.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
GED INVESTMENTS CORP. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
485,738.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
SEG INVESTMENTS CORP. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
477,059.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
1000031857 ONTARIO LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
444,575.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
SEG FAMILY CORP. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
66,546.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
TCM INVESTMENTS CORP. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
268,255.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
DYM INVESTMENTS CORP. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
254,129.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
BG INVESTMENTS CORP. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
521,530.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
ACG INVESTMENTS CORP. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
233,236.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
1001404651 ONTARIO LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,513.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
2808194 ONTARIO LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
237,060.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to row 13 above, based on 442,934,310 Common Shares outstanding as of March 31, 2026.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares of Thomson Reuters Corporation | |
| (b) | Name of Issuer:
THOMSON REUTERS CORP /CAN/ | |
| (c) | Address of Issuer's Principal Executive Offices:
19 Duncan Street, Toronto,
ONTARIO, CANADA
, M5H 3H1. | |
Item 1 Comment:
Explanatory Note: The common shares (the "Common Shares") of Thomson Reuters Corporation ("Thomson Reuters") that are the subject matter of this Amendment 24 to Schedule 13D are beneficially owned by Thomson Investments Limited, The Woodbridge Company Limited ("Woodbridge"), 1908720 Ontario Limited, 1000706525 Ontario Limited, 1396164 Ontario Limited, 1925124 Ontario Limited, Woodbridge Investments Corporation, KRT Investments Corp., DKRT Family Corp., DKRT Investments Corp., DKRT Funding Corp., 1000920847 Ontario Limited, MB Finance Corp., TT Investments Corp., TLT Investments Corp., TLT Issue Holdco A Corp., TLT Issue Holdco Corp., 1761173 Ontario Limited, 2677295 Ontario Limited, 1000919995 Ontario Limited, 1754693 Ontario Limited, PJT Investments Corp., 1000920848 Ontario Limited, PGF Investments Corp., PGF Family Corp., LCC Investments Corp., 1000078931 Ontario Limited, 1000421133 Ontario Limited, LLD Investments Corp., 2806335 Ontario Limited, JRD Investments Corp., 2754783 Ontario Limited, GED Investments Corp., SEG Investments Corp., 1000031857 Ontario Limited, SEG Family Corp., TCM Investments Corp., DYM Investments Corp., BG Investments Corp., ACG Investments Corp., 1001404651 Ontario Limited and 2808194 Ontario Limited (each a "Reporting Person" and collectively, the "Reporting Persons").
Woodbridge, a private company, is the primary investment vehicle for members of the family of the late Roy H. Thomson, the first Lord Thomson of Fleet. Prior to his death in 2006, Kenneth R. Thomson controlled Thomson Reuters through Woodbridge. He did so by holding shares of a holding company of Woodbridge, Thomson Investments Limited. Under his estate arrangements, the 2003 TIL Settlement, a trust of which The Bank of Nova Scotia Trust Company (the "Trust Company") is trustee and members of the family of the late first Lord Thomson of Fleet are beneficiaries, holds those holding company shares. Kenneth R. Thomson established these arrangements to provide for long-term stability of the business of Woodbridge. The equity of Woodbridge continues to be owned by members of successive generations of the family of the first Lord Thomson of Fleet. Under the Kenneth R. Thomson estate arrangements, the directors and officers of Woodbridge are responsible for its business and operations. In certain limited circumstances, including very substantial dispositions of Common Shares by Woodbridge, the estate arrangements provide for approval of the Trust Company, as trustee, to be obtained.
As of April 9, 2026, Thomson Investments Limited is the beneficial owner of 312,518,088 Common Shares, representing approximately 70.56% of the outstanding Common Shares. Of those Common Shares, Woodbridge is the beneficial owner of 300,790,959 Common Shares, representing approximately 67.91% of the outstanding Common Shares.
This Amendment No. 24 to Schedule 13D is being filed to report certain information under Item 2, Item 4, Item 5, Item 6, Item 7 and Schedule A (attached as Exhibit 3) hereto. This Schedule 13D amends, restates and updates the amendment to Schedule 13D filed by Woodbridge on November 10, 2025. There has been no material change in the Thomson family's beneficial ownership of Common Shares since then. | ||
| Item 2. | Identity and Background | |
| (a) | Thomson Investments Limited, Woodbridge, 1908720 Ontario Limited, 1000706525 Ontario Limited, 1396164 Ontario Limited, 1925124 Ontario Limited, Woodbridge Investments Corporation, KRT Investments Corp., DKRT Family Corp., DKRT Investments Corp., DKRT Funding Corp., 1000920847 Ontario Limited, MB Finance Corp., TT Investments Corp., TLT Investments Corp., TLT Issue Holdco A Corp., TLT Issue Holdco Corp., 1761173 Ontario Limited, 2677295 Ontario Limited, 1000919995 Ontario Limited, 1754693 Ontario Limited, PJT Investments Corp., 1000920848 Ontario Limited, PGF Investments Corp., PGF Family Corp., LCC Investments Corp., 1000078931 Ontario Limited, 1000421133 Ontario Limited, LLD Investments Corp., 2806335 Ontario Limited, JRD Investments Corp., 2754783 Ontario Limited, GED Investments Corp., SEG Investments Corp, 1000031857 Ontario Limited, SEG Family Corp., TCM Investments Corp., DYM Investments Corp., BG Investments Corp., ACG Investments Corp., 1001404651 Ontario Limited and 2808194 Ontario Limited. | |
| (b) | See Schedule A for the address of each Reporting Person. | |
| (c) | See Schedule A for certain information as to the executive officers and directors of each Reporting Person. | |
| (d) | To the knowledge of each Reporting Person, neither such Reporting Person, nor any executive officer or director of such Reporting Person, has been convicted during the last five years in any criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | Further, to the knowledge of each Reporting Person, neither such Reporting Person, nor any executive officer or director of such Reporting Person, has been a party during the last five years to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violation of, or prohibiting or mandating activities subject to, U.S. federal or state securities laws, or finding any violation with respect to such laws. | |
| (f) | See Schedule A for certain information as to the executive officers and directors of each Reporting Person.
For further explanation of the background of the arrangements relating to ownership of Common Shares, see the "Explanatory Note" above. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Not applicable. | ||
| Item 4. | Purpose of Transaction | |
See Item 5(c) for a discussion of certain transactions by the Reporting Persons in the Common Shares.
Thomson Investments Limited, Woodbridge and the other Reporting Persons plan to maintain their controlling interest in Thomson Reuters. From time to time, each of the Reporting Persons may acquire or dispose of Common Shares for liquidity and other reasons. Although there are currently no plans or proposals other than with respect to the acquisition or disposition of less than one half of one percent of the outstanding Common Shares for liquidity or other reasons as noted above, the Reporting Persons may consider or develop plans or proposals in the future that relate to items (a) through (j) below. This may include, but not be limited to, increasing or decreasing their investment in Common Shares and/or engagement with Thomson Reuters, other shareholders, advisors or third-parties with respect to Thomson Reuters' strategy, corporate governance including director nominees, capital structure and strategic alternatives.
Except as disclosed herein, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, their respective directors and executive officers, has any plans or proposals that relate to or would result in:
(a) the acquisition by any person of additional securities of Thomson Reuters, or the disposition of securities of Thomson Reuters;
(b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Thomson Reuters;
(c) a sale or transfer of a material amount of assets of Thomson Reuters;
(d) any change in the present Board or management of Thomson Reuters, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board;
(e) any material change in the present capitalization or dividend policy of Thomson Reuters;
(f) any other material change in Thomson Reuters's business or corporate structure;
(g) changes in the charter, bylaws or instruments corresponding thereto of Thomson Reuters or other actions which may impede the acquisition of control of Thomson Reuters by any person;
(h) causing a class of securities of Thomson Reuters to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of Thomson Reuters becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
On April 15, 2026, Woodbridge announced that its new President and CEO, Michael Medline will stand for election to the board of directors of Thomson Reuters (the "Board") at the upcoming annual meeting of shareholders to be held on June 10, 2026 (the "AGM"). Following his election, Mr. Medline will serve on the Board as a representative of Woodbridge. Information regarding Mr. Medline is included in Thomson Reuters' management proxy circular for the AGM.
Under a Third Amended and Restated Thomson Reuters Trust Principles Support Agreement, dated as of October 1, 2018, between Woodbridge and Thomson Reuters Founders Share Company Limited (attached as Exhibit 4), Woodbridge has agreed to support the Thomson Reuters Trust Principles (the "Trust Principles") and to exercise its voting rights to give effect to this support and the Thomson Reuters Founders Share Company has irrevocably designated Woodbridge as an approved person for so long as Woodbridge is controlled by members of the Thomson family, companies controlled by them and trusts for their benefit.
The Trust Principles read as follows:
_ That Reuters shall at no time pass into the hands of any one interest, group or faction;
_ That the integrity, independence and freedom from bias of Thomson Reuters shall at all times be fully preserved;
_ That Reuters shall supply unbiased and reliable news services to newspapers, news agencies, broadcasters and other media subscribers and to businesses, governments, institutions, individuals and others with whom Reuters has or may have contracts;
_ That Thomson Reuters shall pay due regard to the many interests which it serves in addition to those of the media; and
_ That no effort shall be spared to expand, develop and adapt the news and other services and products of Thomson Reuters so as to maintain its leading position in the international news and information business. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See cover pages of this Amendment for each of the Reporting Persons and Schedule A for each of the directors and executive officers of the Reporting Persons. | |
| (b) | See cover pages of this Amendment for each of the Reporting Persons and Schedule A for each of the directors and executive officers of the Reporting Persons. | |
| (c) | None of the Reporting Persons has effected any transactions in Common Shares during the past 60 days, except as set forth below.
On March 10, 2026, 1396164 Ontario Limited acquired 96,913 Common Shares pursuant to the Thomson Reuters Amended and Restated Dividend Reinvestment Plan (the "DRIP").
The following entities (each a "Participating Entity" and collectively the "Participating Entities") sold Common Shares in the open market between March 18, 2026 and March 20, 2026: LCC Investments Corp. sold 190,400 Common Shares; 1000421133 Ontario Limited sold 12,006 Common Shares; GED Investments Corp. sold 53,101 Common Shares; JRD Investments Corp. sold 44,493 Common Shares; SEG Investments Corp. sold 175,000 Common Shares; BG Investments Corp. sold 50,000 Common Shares; DYM Investments Corp. sold 25,000 Common Shares; and 2808194 Ontario Limited. sold 50,000 Common Shares. On each of March 18, 19 and 20, 2026, 200,000 Common Shares were sold by the Participating Entities on a collective basis (with sales allocated among them pro rata). On March 18, 2026, 125,000 Common Shares were sold on a US exchange at an average price of $94.08 and 75,000 Common Shares were sold on a Canadian exchange at an average price of C$128.97. On March 19, 2026, 125,000 Common Shares were sold on a US exchange at an average price of $93.24 and 75,000 Common Shares were sold on a Canadian exchange at an average price of C$128.06. On March 20, 2026, 135,000 Common Shares were sold on a US exchange at an average price of $92.94 and 65,000 Common Shares were sold on a Canadian exchange at an average price of C$127.34. Additionally, on March 20, 2026, the following entities sold Common Shares to an affiliated entity, DKRT Family Corp., in a private transaction: LCC Investments Corp. sold 57,764 Common Shares, LLD Investments Corp. sold 4,513 Common Shares, JRD Investments Corp. sold 16,059 Common Shares, GED Investments Corp. sold 19,166 Common Shares and SEG Investments Corp. sold 97,502 Common Shares. These Common Shares were sold pre-market open at a price of C$128.20 per Common Share, which reflects the closing price of the Common Shares on the Canadian exchange the day prior to the sale.
On April 16, 2026, 1000706525 Ontario Limited transferred 13,550,000 Common Shares to 1908720 Ontario Limited for consideration consisting of 690 common shares of 1908720 Ontario Limited.
None of the executive officers or directors of the Reporting Persons has effected any transactions in Common Shares during the past 60 days, except as set forth below.
On March 12, 2026, Michael Medline, CEO and President of Woodbridge, acquired 3,644 Common Shares in the open market.
On March 15, 2026, Peter J. Thomson, Director and Co Chairman of Woodbridge, acquired 134 Common Shares as compensation for serving as director of Thomson Reuters. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended to add the following:
As of April 17, 2026, David K. R. Thomson, Peter J. Thomson and Michael Friisdahl hold 135,916, 17,928 and 1,596 deferred share units ("DSUs"), respectively, issued to them by Thomson Reuters for compensation for service as a director of Thomson Reuters. Each DSU has the same value as one Common Share, though DSUs do not have voting rights. DSUs accumulate additional units based on notional equivalents of dividends paid on Common Shares. DSUs are fully vested upon grant, but they are only settled in Common Shares or, at the election of Thomson Reuters, in cash, following termination of the director's board service in respect of Thomson Reuters. Any Common Shares delivered to a director of Thomson Reuters in connection with the settlement of DSUs are purchased in the open market. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 - Joint Filing Agreement.
Exhibit 2 - Power of Attorney.
Exhibit 3 - Schedule A.
Exhibit 4 - Third Amended and Restated Thomson Reuters Trust Principles Support Agreement, dated as of October 1, 2018, between Woodbridge and Thomson Reuters Founders Share Company Limited. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit 1
JOINT FILING AGREEMENT
Each of the undersigned hereby agrees that this Amendment to Schedule 13D, dated April 17, 2026, with respect to the common shares of Thomson Reuters Corporation (the “Schedule 13D”) is, and any and all subsequent amendments thereto shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Joint Filing Agreement shall be included as an exhibit to the Schedule 13D and any amendments thereto. Each of the undersigned agrees to be responsible for the timely filing of any amendments to the Schedule 13D, and for the completeness and accuracy of the information concerning itself contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any other party hereto or thereto, except to the extent that it knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, this Joint Filing Agreement has been executed and delivered by each of the undersigned as of April 17, 2026.
| THOMSON INVESTMENTS LIMITED | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: CEO & President | ||
| The Woodbridge Company Limited | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: CEO & President | ||
| Woodbridge Investments Corporation | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: CEO & President | ||
| 1925124 Ontario Limited | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: CEO & President | ||
| 1396164 Ontario Limited | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: CEO & President | ||
| 1000706525 Ontario Limited | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: CEO & President | ||
Exhibit 1
| 1908720 Ontario Limited | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: CEO & President | ||
| KRT Investments Corp. | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: Attorney-in-fact | ||
| DKRT Family Corp. | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: Attorney-in-fact | ||
| DKRT Investments Corp. | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: Attorney-in-fact | ||
| DKRT FUNDING CORP. | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: Attorney-in-fact | ||
| 1000920847 Ontario Limited | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: Attorney-in-fact | ||
| MB Finance Corp. | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: Attorney-in-fact | ||
| TT Investments Corp. | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: Attorney-in-fact | ||
| TLT Investments Corp. | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: Attorney-in-fact | ||
Exhibit 1
| TLT Issue Holdco A Corp. | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: Attorney-in-fact | ||
| TLT Issue Holdco Corp. | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: Attorney-in-fact | ||
| 1761173 Ontario Limited | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: Attorney-in-fact | ||
| 2677295 Ontario Limited | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: Attorney-in-fact | ||
| 1000919995 Ontario Limited | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: Attorney-in-fact | ||
| 1754693 Ontario Limited | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: Attorney-in-fact | ||
| PJT Investments Corp. | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: Attorney-in-fact | ||
| 1000920848 Ontario Limited | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: Attorney-in-fact | ||
| PGF Investments Corp. | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: Attorney-in-fact | ||
| PGF Family Corp. | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: Attorney-in-fact | ||
Exhibit 1
| LCC Investments Corp. | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: Attorney-in-fact | ||
| 1000078931 Ontario Limited | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: Attorney-in-fact | ||
| 1000421133 Ontario Limited | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: Attorney-in-fact | ||
| LLD Investments Corp. | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: Attorney-in-fact | ||
| 2806335 Ontario Limited | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: Attorney-in-fact | ||
| JRD Investments Corp. | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: Attorney-in-fact | ||
| 2754783 Ontario Limited | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: Attorney-in-fact | ||
| GED Investments Corp. | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: Attorney-in-fact | ||
| SEG Investments Corp | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: Attorney-in-fact | ||
Exhibit 1
| 1000031857 Ontario Limited | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: Attorney-in-fact | ||
| SEG Family Corp | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: Attorney-in-fact | ||
| TCM Investments Corp | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: Attorney-in-fact | ||
| DYM Investments Corp | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: Attorney-in-fact | ||
| BG Investments Corp | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: Attorney-in-fact | ||
| ACG Investments Corp | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: Attorney-in-fact | ||
| 1001404651 Ontario Limited | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: Attorney-in-fact | ||
| 2808194 Ontario Limited | ||
| By: | /s/ Michael Medline | |
| Name: Michael Medline | ||
| Title: Attorney-in-fact | ||
Exhibit 2
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint Michael Medline and David Thomson, or either of them acting individually, as attorney-in-fact for and in the name of the undersigned, to:
1. Execute for and on behalf of the undersigned any: (a) Form ID, including any attached documents, to effect the assignment of codes to the undersigned to be used in the transmission of information to the SEC using the EDGAR System, (b) Schedule 13D, Schedule 13G, Form 13F, and Form 13H (including amendments thereto) in accordance with Sections 13(d), 13(g), 13(f) and 13(h) of the Exchange Act, and (c) any Joint Filing Agreement with respect to the foregoing, but only to the extent each form or schedule relates to the undersigned’s beneficial ownership of securities of Thomson Reuters Corporation or any of its subsidiaries;
2. Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any Schedule 13D, Schedule 13G, Form 13F or Form 13H (including amendments thereto), or Joint Filing Agreement and timely file the forms or schedules with the Securities and Exchange Commission and any stock exchange or quotation system, self-regulatory association or any other authority, and provide a copy as required by law or advisable to such persons as the attorney-in-fact deems appropriate; and
3. Take any other action in connection with the foregoing that, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in the form and shall contain the terms and conditions.
The undersigned hereby grants to the attorney-in-fact full power and authority to do and perform all and every act requisite, necessary or proper to be done in the exercise of any of the rights and powers granted herein, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers granted herein.
The undersigned agrees that the attorney-in-fact may rely entirely on information furnished orally or in writing by or at the direction of the undersigned to the attorney-in-fact. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form ID, Schedule 13D, Schedule 13G, Form 13F and Form 13H (including amendments thereto) with respect to the undersigned’s holdings of and transactions in securities issued by Thomson Reuters Corporation, unless earlier revoked by the undersigned in a signed writing delivered to the attorney-in-fact.
This Power of Attorney does not revoke any other power of attorney that the undersigned has previously granted. This Power of Attorney may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute the same document, whether or not all parties execute each counterpart. Execution and delivery of this document by facsimile or electronically scanned transmission shall be deemed for all purposes to be due execution and delivery by the signing parties.
[Signature Page Follows]
Exhibit 2
IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of April 17, 2026.
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KRT Investments Corp.
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/s/ Patrick Phillips
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Name: Patrick Phillips
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Title: Vice-President
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DKRT Family Corp.
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/s/ Patrick Phillips
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Name: Patrick Phillips
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Title: President
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DKRT Investments Corp.
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/s/ Patrick Phillips
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Name: Patrick Phillips
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Title: President
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DKRT FUNDING CORP.
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/s/ Patrick Phillips
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Name: Patrick Phillips
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Title: President
|
Exhibit 2
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1000920847 Ontario Limited
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/s/ Patrick Phillips
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Name: Patrick Phillips
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Title: President
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MB Finance Corp.
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/s/ Patrick Phillips
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Name: Patrick Phillips
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Title: President
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TT Investments Corp.
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/s/ Mark Ellwood
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Name: Mark Ellwood
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Title: Vice-President
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Exhibit 2
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TLT Investments Corp.
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/s/ Kelvin Day
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Name: Kelvin Day
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Title: Secretary
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TLT Issue Holdco A Corp.
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/s/ Kelvin Day
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Name: Kelvin Day
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Title: Secretary
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TLT Issue Holdco Corp.
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/s/ Kelvin Day
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Name: Kelvin Day
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Title: Secretary
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1761173 Ontario Limited
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/s/ Kelvin Day
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Name: Kelvin Day
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|
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Title: Secretary
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Exhibit 2
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2677295 Ontario Limited
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/s/ Kelvin Day
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Name: Kelvin Day
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Title: Secretary
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1000919995 Ontario Limited
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/s/ Kelvin Day
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Name: Kelvin Day
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Title: Secretary
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1754693 Ontario Limited
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/s/ Kelvin Day
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Name: Kelvin Day
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Title: Secretary
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PJT Investments Corp.
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/s/ Eugene Siklos
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Name: Eugene Siklos
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Title: President
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Exhibit 2
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1000920848 Ontario Limited
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/s/ Eugene Siklos
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Name: Eugene Siklos
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Title: President
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PGF Investments Corp.
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/s/ Matthew G. Cribbins
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Name: Matthew G. Cribbins
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Title: VP & Secretary
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PGF Family Corp.
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/s/ Matthew G. Cribbins
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Name: Matthew G. Cribbins
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Title: VP & Secretary
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LCC Investments Corp.
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/s/ Peter Mann
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Name: Peter Mann
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|
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Title: Vice-President
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Exhibit 2
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1000078931 Ontario Limited
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/s/ Peter Mann
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Name: Peter Mann
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Title: Vice-President
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LLD Investments Corp.
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/s/ Peter Mann
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Name: Peter Mann
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Title: Vice-President
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1000421133 Ontario Limited
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/s/ Peter Mann
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Name: Peter Mann
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Title: Vice-President
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2806335 Ontario Limited
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/s/ Peter Mann
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Name: Peter Mann
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|
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Title: Vice-President
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Exhibit 2
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JRD Investments Corp.
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/s/ Peter Mann
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Name: Peter Mann
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Title: Vice-President
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GED Investments Corp.
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/s/ Peter Mann
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Name: Peter Mann
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Title: Vice-President
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2754783 Ontario Limited
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/s/ Peter Mann
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Name: Peter Mann
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Title: Vice-President
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SEG Family Corp
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/s/ Mark Ellwood
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Name: Mark Ellwood
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|
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Title: President
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Exhibit 2
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SEG Investments Corp
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/s/ Mark Ellwood
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Name: Mark Ellwood
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Title: President
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1000031857 Ontario Limited
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/s/ Mark Ellwood
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Name: Mark Ellwood
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Title: President
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TCM Investments Corp
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/s/ Mark Ellwood
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Name: Mark Ellwood
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Title: Vice-President
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DYM Investments Corp
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/s/ Mark Ellwood
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Name: Mark Ellwood
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Title: Vice-President
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Exhibit 2
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BG Investments Corp
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/s/ Mark Ellwood
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Name: Mark Ellwood
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Title: Vice-President
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ACG Investments Corp
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/s/ Mark Ellwood
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Name: Mark Ellwood
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Title: Vice-President
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2808194 ONTARIO LIMITED
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/s/ Mark Ellwood
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Name: Mark Ellwood
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Title: Vice-President
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1001404651 Ontario Limited
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/s/ Mark Ellwood
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Name: Mark Ellwood
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Title: Vice-President
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Exhibit 3
Schedule A
The following sets forth the name and present principal occupation of the executive officers and directors of Thomson Investments Limited, Woodbridge, 1908720 Ontario Limited, 1000706525 Ontario Limited, 1396164 Ontario Limited, 1925124 Ontario Limited and Woodbridge Investments Corporation. The business address of the executive officers and directors of each such Reporting Person is 65 Queen Street West, Suite 2400 Toronto, Ontario, Canada M5H 2M8.
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Name, Business,
Address
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Position with Reporting
Person
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Present Principal Office
of Employment
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Citizenship
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||||
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David K.R. Thomson
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Director and Chairman
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Director and Chairman of Woodbridge
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Canadian
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||||
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Peter J. Thomson
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Director and Chairman
|
Director and Chairman of Woodbridge
|
Canadian
|
||||
|
Michael Friisdahl
|
Independent Director
|
Independent Director
|
Canadian
|
||||
|
William Iain Scott
|
Independent Director
|
Independent Director
|
Canadian
|
||||
|
Michael Medline
|
CEO and President
|
CEO and President of Woodbridge
|
Canadian
|
David K.R. Thomson beneficially owns directly 48,198 Common Shares, representing less than 1.0% of the issued and outstanding Common Shares. Peter Thomson beneficially owns directly 1,849 Common Shares and indirectly 1,130,165 Common Shares (which are owned by The Nikita Foundation, a charity founded by Peter Thomson and his wife, both of whom sit on the board of directors), representing less than 1.0% of the issued and outstanding Common Shares. Michael Medline beneficially owns directly 3,644 Common Shares, representing less than 1.0% of the issued and outstanding Common Shares.
The following sets forth the name and present principal occupation of the executive officers and directors of KRT Investments Corp. The business address of the executive officers and directors of the Reporting Person is 65 Queen Street West, Suite 2400 Toronto, Ontario, Canada M5H 2M8.
|
Name, Business,
Address
|
Position with Reporting
Person
|
Present Principal Office
of Employment
|
Citizenship
|
||||
|
David K.R. Thomson
|
Director
|
Director and Chairman of Woodbridge
|
Canadian
|
||||
|
Peter J. Thomson
|
Director
|
Director and Chairman of Woodbridge
|
Canadian
|
David K.R. Thomson beneficially owns directly 48,198 Common Shares, representing less than 1.0% of the issued and outstanding Common Shares. Peter Thomson beneficially owns directly 1,849 Common Shares and indirectly 1,130,165 Common Shares (which are owned by The Nikita Foundation, a charity founded by Peter Thomson and his wife, both of whom sit on the board of directors), representing less than 1.0% of the issued and outstanding Common Shares.
The following sets forth the name and present principal occupation of the executive officers and directors of DKRT Family Corp., DKRT Investments Corp., DKRT Funding Corp. and 1000920847 Ontario Limited. The business address of the executive officers and directors of each such Reporting Person is 65 Queen Street West, Suite 2400 Toronto, Ontario, Canada M5H 2M8.
|
Name, Business,
Address
|
Position with Reporting
Person
|
Present Principal Office
of Employment
|
Citizenship
|
||||
|
David K.R. Thomson
|
Director and Chairman
|
Director and Chairman of Woodbridge
|
Canadian
|
||||
|
Patrick Phillips
|
President and Director
|
President of DKRT Family Corp.
|
Canadian
|
||||
|
Larry Lowenstein
|
Director
|
Independent Director
|
Canadian
|
Exhibit 3
David K.R. Thomson beneficially owns directly 48,198 Common Shares, representing less than 1.0% of the issued and outstanding Common Shares. Patrick Phillips beneficially owns directly 7,518 Common Shares, representing less than 1.0% of the issued and outstanding Common Shares.
The following sets forth the name and present principal occupation of the executive officers and directors of MB Finance Corp. The business address of the executive officers and directors of each such Reporting Person is 65 Queen Street West, Suite 2400 Toronto, Ontario, Canada M5H 2M8.
|
Name, Business,
Address
|
Position with Reporting
Person
|
Present Principal Office
of Employment
|
Citizenship
|
||||
|
David K.R. Thomson
|
Director and Chairman
|
Director and Chairman of Woodbridge
|
Canadian
|
||||
|
Patrick Phillips
|
President and Director
|
President of DKRT Family Corp.
|
Canadian
|
David K.R. Thomson beneficially owns directly 48,198 Common Shares, representing less than 1.0% of the issued and outstanding Common Shares. Patrick Phillips beneficially owns directly 7,518 Common Shares, representing less than 1.0% of the issued and outstanding Common Shares.
The following sets forth the name and present principal occupation of the executive officers and directors of TT Investments Corp. The business address of the executive officers and directors of each such Reporting Person is 65 Queen Street West, Suite 2400 Toronto, Ontario, Canada M5H 2M8.
|
Name, Business,
Address
|
Position with Reporting
Person
|
Present Principal Office
of Employment
|
Citizenship
|
||||
|
Tessa Thomson
|
Director and President
|
President of TT Investments Corp.
|
Canadian
|
||||
|
Mark Ellwood
|
Director and Vice President
|
President of The Audra Group Inc.
|
Canadian
|
Mark Ellwood beneficially owns directly 963 Common Shares, representing less than 1.0% of the issued and outstanding Common Shares.
The following sets forth the name and present principal occupation of the executive officers and directors of TLT Investments Corp., TLT Issue Holdco A Corp., TLT Issue Holdco Corp., 1761173 Ontario Limited, 2677295 Ontario Limited, 1000919995 Ontario Limited and 1754693 Ontario Limited. The business address of the executive officers and directors of each such Reporting Person is 65 Queen Street West, Suite 2400 Toronto, Ontario, Canada M5H 2M8.
|
Name, Business,
Address
|
Position with Reporting
Person
|
Present Principal Office
of Employment
|
Citizenship
|
||||
|
Taylor Thomson
|
Director
|
Director of TLT Family Holdco ULC
|
Canadian
|
||||
|
Robert Reeves
|
Director and Vice President
|
President and CEO of Rogers Telecommunications Limited
|
Canadian
|
||||
|
Mitchell Goldhar
|
Director and Vice President
|
Executive Chair and CEO, SmartCentres REIT
|
Canadian
|
Exhibit 3
The following sets forth the name and present principal occupation of the executive officers and directors of PJT Investments Corp. and 1000920848 Ontario Limited. The business address of the executive officers and directors of each such Reporting Person is 65 Queen Street West, Suite 2400 Toronto, Ontario, Canada M5H 2M8.
|
Name, Business,
Address
|
Position with Reporting
Person
|
Present Principal Office
of Employment
|
Citizenship
|
||||
|
Peter J. Thomson
|
Director
|
Director and Chairman of Woodbridge
|
Canadian
|
||||
|
Alek Krstajic
|
Director
|
Retired
|
Canadian
|
||||
|
Donald Butler
|
Director
|
Thomvest Ventures LLC
|
American
|
||||
|
Eugene Siklos
|
President
|
President of Thomvest Seed Capital Inc.
|
Canadian
|
Peter Thomson beneficially owns directly 1,849 Common Shares and indirectly 1,130,165 Common Shares (which are owned by The Nikita Foundation, a charity founded by Peter Thomson and his wife, both of whom sit on the board of directors), representing less than 1.0% of the issued and outstanding Common Shares.
The following sets forth the name and present principal occupation of the executive officers and directors of PGF Family Corp. The business address of the executive officers and directors of the Reporting Person is 17 Prince Arthur Avenue, Toronto, Ontario, Canada M5R 1B2.
|
Name, Business,
Address
|
Position with Reporting
Person
|
Present Principal Office
of Employment
|
Citizenship
|
||||
|
P. Gaye Farncombe
|
Director and President
|
President of PGF Family Corp.
|
Canadian
|
||||
|
Matthew G. Cribbins
|
Director, Vice President and Secretary
|
President of Generation Capital
|
American
|
||||
|
W. Geoffrey Beattie
|
Director
|
Chairman and CEO of Generation Capital
|
Canadian
|
||||
|
Steven Smith
|
Director
|
Retired
|
Canadian
|
||||
|
Matthew W. Farncombe
|
Director
|
Principal of Nine2626 LLC
|
Canadian, American
|
||||
|
Murray A. Farncombe
|
Director
|
Retired
|
Canadian
|
||||
|
Travis J. Farncombe
|
Director
|
President of TJF Group Inc.
|
Canadian
|
||||
|
Kaelen P. Haworth
|
Director
|
President of KPF Investments Corp.
|
Canadian
|
Steven Smith beneficially owns directly 1,755 Common Shares, representing less than 1.0% of the issued and outstanding Common Shares. Murray A. Farncombe beneficially owns directly 567 Common Shares, representing less than 1.0% of the issued and outstanding Common Shares.
The following sets forth the name and present principal occupation of the executive officers and directors of PGF Investments Corp. The business address of the executive officers and directors of the Reporting Person is 17 Prince Arthur Avenue, Toronto, Ontario, Canada M5R 1B2.
|
Name, Business,
Address
|
Position with Reporting
Person
|
Present Principal Office
of Employment
|
Citizenship
|
||||
|
P. Gaye Farncombe
|
Director and President
|
President of PGF Family Corp.
|
Canadian
|
||||
|
Matthew G. Cribbins
|
Director, Vice President and Secretary
|
President of Generation Capital
|
American
|
||||
|
W. Geoffrey Beattie
|
Director
|
Chairman and CEO of Generation Capital
|
Canadian
|
Exhibit 3
The following sets forth the name and present principal occupation of the executive officers and directors of LCC Investments Corp. The business address of the executive officers and directors of each such Reporting Person is 65 Queen Street West, Suite 2400 Toronto, Ontario, Canada M5H 2M8.
|
Name, Business,
Address
|
Position with Reporting
Person
|
Present Principal Office
of Employment
|
Citizenship
|
||||
|
Linda Campbell
|
Director and President
|
President of LCC Investments Corp.
|
Canadian
|
||||
|
Thomas MacMillan
|
Director
|
Independent Director
|
Canadian
|
||||
|
Lisa L. Hudson
|
Director
|
President of LLD Investments Corp.
|
Canadian
|
||||
|
James R. Dawick
|
Director
|
President of JRD Investments Corp.
|
Canadian
|
||||
|
Graham E. Dawick
|
Director
|
President of GED Investments Corp.
|
Canadian
|
||||
|
Peter Mann
|
Director and Vice President
|
President and CEO, The Alderbourne Group
|
Canadian
|
The following sets forth the name and present principal occupation of the executive officers and directors of 1000078931 Ontario Limited. The business address of the executive officers and directors of each such Reporting Person is 65 Queen Street West, Suite 2400 Toronto, Ontario, Canada M5H 2M8.
|
Name, Business,
Address
|
Position with Reporting
Person
|
Present Principal Office
of Employment
|
Citizenship
|
||||
|
Linda Campbell
|
Director and President
|
President of LCC Investments Corp.
|
Canadian
|
||||
|
Thomas MacMillan
|
Director
|
Independent Director
|
Canadian
|
||||
|
Peter Mann
|
Director
|
President and CEO, The Alderbourne Group
|
Canadian
|
The following sets forth the name and present principal occupation of the executive officers and directors of LLD Investments Corp., 1000421133 Ontario Limited and 2806335 Ontario Limited. The business address of the executive officers and directors of each such Reporting Person is 65 Queen Street West, Suite 2400 Toronto, Ontario, Canada M5H 2 M8.
|
Name, Business,
Address
|
Position with Reporting
Person
|
Present Principal Office
of Employment
|
Citizenship
|
||||
|
Lisa Hudson
|
Director and President
|
President of LLD Investments Corp.
|
Canadian
|
||||
|
Linda Campbell
|
Director and Vice President
|
President of LCC Investments Corp.
|
Canadian
|
||||
|
Peter Mann
|
Director and Vice President
|
President and CEO, The Alderbourne Group
|
Canadian
|
The following sets forth the name and present principal occupation of the executive officers and directors of GED Investments Corp. and 2754783 Ontario Limited. The business address of the executive officers and directors of each such Reporting Person is 65 Queen Street West, Suite 2400 Toronto, Ontario, Canada M5H 2 M8.
Exhibit 3
|
Name, Business,
Address
|
Position with Reporting
Person
|
Present Principal Office
of Employment
|
Citizenship
|
||||
|
Graham Dawick
|
Director and President
|
President of GED Investments Corp.
|
Canadian
|
||||
|
Linda Campbell
|
Director and Vice President
|
President of LCC Investments Corp.
|
Canadian
|
||||
|
Peter Mann
|
Director and Vice President
|
President and CEO, The Alderbourne Group
|
Canadian
|
The following sets forth the name and present principal occupation of the executive officers and directors of JRD Investments Corp. The business address of the executive officers and directors of each such Reporting Person is 65 Queen Street West, Suite 2400 Toronto, Ontario, Canada M5H 2M8.
|
Name, Business,
Address
|
Position with Reporting
Person
|
Present Principal Office
of Employment
|
Citizenship
|
||||
|
James Dawick
|
Director and President
|
President of JRD Investments Corp.
|
Canadian
|
||||
|
Linda Campbell
|
Director and Vice President
|
President of LCC Investments Corp.
|
Canadian
|
||||
|
Peter Mann
|
Director and Vice President
|
President and CEO, The Alderbourne Group
|
Canadian
|
The following sets forth the name and present principal occupation of the executive officers and directors of SEG Family Corp., SEG Investments Corp. and 1000031857 Ontario Limited. The business address of the executive officers and directors of each such Reporting Person is 65 Queen Street West, Suite 2400 Toronto, Ontario, Canada M5H 2M8.
|
Name, Business,
Address
|
Position with Reporting
Person
|
Present Principal Office
of Employment
|
Citizenship
|
||||
|
Mark Ellwood
|
Director and President
|
President of The Audra Group Inc.
|
Canadian
|
||||
|
Eric Tripp
|
Director
|
Independent Director
|
Canadian
|
Mark Ellwood beneficially owns directly 963 Common Shares, representing less than 1.0% of the issued and outstanding Common Shares.
The following sets forth the name and present principal occupation of the executive officers and directors of TCM Investments Corp. The business address of the executive officers and directors of each such Reporting Person is 65 Queen Street West, Suite 2400 Toronto, Ontario, Canada M5H 2M8.
|
Name, Business,
Address
|
Position with Reporting
Person
|
Present Principal Office
of Employment
|
Citizenship
|
||||
|
Tyler MacNamara
|
Director and President
|
President of TCM Investments Corp.
|
Canadian
|
||||
|
Mark Ellwood
|
Director and Vice President
|
President of The Audra Group Inc.
|
Canadian
|
||||
|
Nicole Stiavnicky
|
Director
|
Director, Operations and Advisory Services, The Audra Group Inc.
|
Canadian
|
Mark Ellwood beneficially owns directly 963 Common Shares, representing less than 1.0% of the issued and outstanding Common Shares.
Exhibit 3
The following sets forth the name and present principal occupation of the executive officers and directors of DYM Investments Corp. The business address of the executive officers and directors of the Reporting Person is 65 Queen Street West, Suite 2400 Toronto, Ontario, Canada M5H 2M8.
|
Name, Business,
Address
|
Position with Reporting
Person
|
Present Principal Office
of Employment
|
Citizenship
|
||||
|
Dylan MacNamara
|
Director and President
|
President of DYM Investments Corp.
|
Canadian
|
||||
|
Mark Ellwood
|
Director and Vice President
|
President of The Audra Group Inc.
|
Canadian
|
||||
|
Nicole Stiavnicky
|
Director
|
Director, Operations and Advisory Services, The Audra Group Inc.
|
Canadian
|
Mark Ellwood beneficially owns directly 963 Common Shares, representing less than 1.0% of the issued and outstanding Common Shares.
The following sets forth the name and present principal occupation of the executive officers and directors of BG Investments Corp. The business address of the executive officers and directors of the Reporting Person is 65 Queen Street West, Suite 2400 Toronto, Ontario, Canada M5H 2M8.
|
Name, Business,
Address
|
Position with Reporting
Person
|
Present Principal Office
of Employment
|
Citizenship
|
||||
|
Brennan Grange
|
Director and President
|
President of BG Investments Corp.
|
Canadian
|
||||
|
Mark Ellwood
|
Director and Vice President
|
President of The Audra Group Inc.
|
Canadian
|
||||
|
Nicole Stiavnicky
|
Director
|
Director, Operations and Advisory Services, The Audra Group Inc.
|
Canadian
|
Mark Ellwood beneficially owns directly 963 Common Shares, representing less than 1.0% of the issued and outstanding Common Shares.
The following sets forth the name and present principal occupation of the executive officers and directors of ACG Investments Corp., 2808194 Ontario Limited and 1001404651 Ontario Limited. The business address of the executive officers and directors of each such Reporting Person is 65 Queen Street West, Suite 2400 Toronto, Ontario, Canada M5H 2M8.
|
Name, Business,
Address
|
Position with Reporting
Person
|
Present Principal Office
of Employment
|
Citizenship
|
||||
|
Ariel Somes
|
Director and President
|
President of ACG Investments Corp.
|
Canadian
|
||||
|
Mark Ellwood
|
Director and Vice President
|
President of The Audra Group Inc.
|
Canadian
|
||||
|
Nicole Stiavnicky
|
Director
|
Director, Operations and Advisory Services, The Audra Group Inc.
|
Canadian
|
Mark Ellwood beneficially owns directly 963 Common Shares, representing less than 1.0% of the issued and outstanding Common Shares.
Exhibit 4
EXECUTION VERSION
| Dated | October 1, 2018 |
THOMSON REUTERS FOUNDERS SHARE COMPANY LIMITED
and
THE WOODBRIDGE COMPANY LIMITED
THIRD AMENDED AND RESTATED
THOMSON REUTERS TRUST PRINCIPLES SUPPORT AGREEMENT
Contents
|
Clause
|
Page
|
|
|
1.
|
Interpretation
|
2
|
|
2.
|
Designation of Woodbridge as Approved Person
|
7
|
|
3.
|
Agreements of Woodbridge with respect to voting
|
8
|
|
4.
|
Additional Agreements of Woodbridge
|
9
|
|
5.
|
Arbitration
|
10
|
|
6.
|
Termination
|
12
|
|
7.
|
Notices
|
12
|
|
8.
|
Compliance by Woodbridge Parties
|
13
|
|
9.
|
General
|
13
|
THIS AGREEMENT is made as of the 1st day of October, 2018
BETWEEN:
(1)
THOMSON REUTERS FOUNDERS SHARE COMPANY LIMITED, a company incorporated in England whose registered office is at 3 More London Riverside, London, SE1 2AQ, United Kingdom (Thomson Reuters Founders Share Company); and
(2)
THE WOODBRIDGE COMPANY LIMITED, a company incorporated in Ontario, Canada whose registered office is at 65 Queen Street West, Suite 2400, Toronto, Ontario, M5H 2M8, Canada (Woodbridge).
RECITALS:
(A)
The parties hereto entered into a Reuters Trust Principles Support Agreement dated as of April 17, 2008 (the Original Thomson Reuters Trust Principles Support Agreement) that sets forth how Woodbridge would support the Thomson Reuters Trust Principles (as defined herein) in relation to Thomson Reuters Corporation (Thomson Reuters Corporation), Thomson Reuters UK and their respective Subsidiaries (as defined herein) from time to time operating as a unified group pursuant to a dual listed company structure (the DLC Structure) and confirmed Thomson Reuters Founders Share Company’s designation of the Woodbridge Group (as defined herein) as an Approved Person for the purposes of Thomson Reuters Corporation’s Articles (as defined herein) and Thomson Reuters UK’s then Articles of Association.
(B)
On September 10, 2009, Thomson Reuters unified its DLC Structure by way of a scheme of arrangement between Thomson Reuters UK and its shareholders under Part 26 of the UK Companies Act 2006 (Unification). Under the scheme of arrangement, all of the issued voting share capital of Thomson Reuters UK subject to the scheme were either cancelled or transferred to Thomson Reuters Corporation, common shares in the capital of Thomson Reuters Corporation (Common Shares) were issued to the shareholders of Thomson Reuters UK and Thomson Reuters UK became a Wholly-Owned Subsidiary (as defined in Thomson Reuters UK’s then Articles of Association) of Thomson Reuters Corporation.
(C)
Following Unification, Thomson Reuters UK redeemed and cancelled its Reuters Founders Share and Thomson Reuters Founders Share Company continues to be the registered holder of a Thomson Reuters Founders Share in the capital of Thomson Reuters Corporation (the Thomson Reuters Founders Share) for the purpose of protecting the Thomson Reuters Trust Principles (as defined herein).
(D)
The parties hereto entered into an amended and restated Thomson Reuters Trust Principles Support Agreement dated September 10, 2009 (the 2009 Support Agreement) so as to reflect Unification. On November 7, 2016, the 2009 Support Agreement was amended and restated so as to reflect minor administrative changes and updates (the 2016 Support Agreement).
(E)
Pursuant to a deed of mutual covenant dated November 25, 2016 among Thomson Reuters Founders Share Company, Thomson Reuters Corporation, Thomson Reuters Group Limited, PA Group Limited, The Newspaper Organisation Limited (trading as News Media Association), Australian Associated Press Pty Limited and New Zealand Press Association Limited (the 2016 Deed of Mutual Covenant), each of Thomson Reuters Founders Share Company and Thomson Reuters Corporation has covenanted to use its best endeavours to ensure that the Thomson Reuters Trust Principles are complied with in relation to Thomson Reuters.
(F)
On or about the date of this Agreement, the 2016 Deed of Mutual Covenant was amended and restated to join Reuters News & Media Limited as a party thereto and to make consequential modifications to reflect Thomson Reuters Corporation’s strategic partnership in relation to its Financial & Risk business (F&R Business) with private equity funds managed by Blackstone Group LP (Blackstone). Canada Pension Plan Investment Board and an affiliate of GIC invested alongside Blackstone. Pursuant to the transaction, Thomson Reuters Corporation sold a 55% majority stake in its F&R Business and retained a 45% interest in the F&R Business through its ownership in a Cayman Islands company known as of the date hereof as King (Cayman) Holdings Ltd. (the F&R Transaction). In connection with the F&R Transaction, Thomson Reuters Corporation, Thomson Reuters Founders Share Company and Woodbridge entered into a legally binding term sheet pursuant to which it was agreed that the first and third Thomson Reuters Trust Principles would be amended to refer to Reuters (rather than Thomson Reuters) and that Woodbridge would reaffirm its support for the Thomson Reuters Trust Principles.
(G)
As of August 24, 2018, the Woodbridge Group Beneficially Owned (as defined herein) 451,174,957 Common Shares, representing approximately 64% of the outstanding Common Shares.
(H)
Woodbridge has agreed to continue to support the Thomson Reuters Trust Principles in relation to Thomson Reuters and to exercise its voting rights to give effect to this support.
(I)
Thomson Reuters Founders Share Company has agreed to designate the Woodbridge Group as an “Approved Person” for the purposes of Thomson Reuters Corporation’s Articles.
(J)
The parties hereto wish to amend and restate the 2016 Support Agreement so as to amend the first and third Thomson Reuters Trust Principles.
NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties hereto agree as follows.
1.
Interpretation
1.1
In this Agreement (including the Recitals):
2
2016 Deed of Mutual Covenant has the meaning attributed thereto in the Recitals;
2009 Support Agreement has the meaning attributed thereto in the Recitals;
2016 Support Agreement has the meaning attributed thereto in the Recitals;
Affiliate means, with respect to any Person, any Person that Controls such Person, is Controlled by such Person or is under common Control with such Person;
Applicable Laws means:
(a)
any applicable law, statute, rule or regulation and any judgment, order, decree, licence, permit, directive or requirement of any Governmental Agency having jurisdiction over any party hereto; and
(b)
the rules, regulations and guidelines of:
(i)
any stock exchange or other trading market on which any shares or other securities or depositary receipts representing such shares or securities of any party hereto are listed, traded or quoted; and
(ii)
any other body with which entities with securities listed or quoted on such exchanges customarily comply,
(but, if not having the force of law, only if compliance with such directives, requirements, rules, regulations or guidelines is in accordance with the general practice of Persons to whom they are intended to apply), in each case for the time being in force and taking account of all exemptions, waivers or variations from time to time applicable (in particular situations or generally) to the applicable party hereto;
Beneficial Ownership and similar words have the meanings attributed thereto in Thomson Reuters Corporation’s Articles;
Common Shares has the meaning attributed thereto in the Recitals;
Control means:
(a)
when applied to the relationship between a Person and a corporation, the beneficial ownership by such Person at the relevant time of shares of such corporation carrying more than the greater of (A) 50% of the voting rights ordinarily exercisable at meetings of shareholders of such corporation and (B) the percentage of voting rights ordinarily exercisable at meetings of shareholders of such corporation that are sufficient to elect a majority of the directors of such corporation; and
3
(b)
when applied to the relationship between a Person and a partnership, joint venture or other unincorporated entity, the beneficial ownership by such Person at the relevant time of more than 50% of the ownership interests of the partnership, joint venture or other unincorporated entity in circumstances where it can reasonably be expected that such Person directs or has the power to direct the affairs of the partnership, joint venture or other unincorporated entity,
and the words Controlled by, Controlling and under common Control with and similar words have corresponding meanings; provided that a Person who Controls a corporation, partnership, joint venture or other unincorporated entity (the second-mentioned Person) shall be deemed to Control a corporation, partnership, joint venture or other unincorporated entity which is Controlled by the second-mentioned Person and so on;
Disputes has the meaning attributed thereto in clause 5.1;
DLC Structure has the meaning attributed thereto in the Recitals;
Final Award has the meaning attributed thereto in clause 5.7;
F&R Business has the meaning attributed thereto in the Recitals;
F&R Transaction has the meaning attributed thereto in the Recitals;
Governmental Agency means a court of competent jurisdiction, any government or any governmental, regulatory, self-regulatory or administrative authority, agency, commission, body or other governmental entity and shall include any relevant competition authorities, the Canadian securities regulatory authorities, the TSX, the U.S. Securities and Exchange Commission and the NYSE;
Original Thomson Reuters Trust Principles Support Agreement has the meaning attributed thereto in the Recitals;
Person includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator, or other legal representative;
Principals has the meaning attributed thereto in clause 3.4;
Reuters means, collectively, (i) Reuters News & Media Limited and (ii) all other Subsidiaries of Thomson Reuters Corporation that carry on any business of providing multimedia news and information services from time to time as part of the Reuters business unit;
Reuters News & Media Limited means Reuters News & Media Limited, a company incorporated in England with registration number 02505735;
4
Shareholders’ Meeting has the meaning attributed thereto in clause 3.1;
Spouse means, in relation to any individual, an individual who is legally married to that individual and includes a widow or widower of that individual but does not include any individual who at any time during the lifetime of that individual became separated from that individual and did not resume cohabitation with that individual;
Subsidiary means, with respect to any Person, any Person that is Controlled by such Person;
Thomson Family means the group consisting from time to time of:
(a)
any individual who is, or is the Spouse of, any issue of any degree of the late Roy H. Thomson, the first Lord Thomson of Fleet;
(b)
any trust that is primarily for the benefit of any one or more individuals referred to in paragraph (a) above;
(c)
any corporation that is Controlled by any one or more individuals referred to in paragraph (a) above and/or trusts referred to in paragraph (b) above; and
(d)
any trustee of a trust referred to in paragraph (b) above;
Thomson Reuters means, collectively, Thomson Reuters Corporation and its Subsidiaries from time to time;
Thomson Reuters Corporation has the meaning attributed thereto in the Recitals;
Thomson Reuters Corporation’s Articles means the articles of incorporation of Thomson Reuters Corporation, as they may be amended or supplemented from time to time;
Thomson Reuters Corporation Voting Shares means, collectively, Common Shares and, at any particular time, any other securities of Thomson Reuters Corporation (excluding debt securities and the Thomson Reuters Founders Share) carrying at that time a voting right ordinarily exercisable at meetings of shareholders either under all circumstances or under some circumstances that have occurred and are continuing;
Thomson Reuters Founders Share has the meaning attributed thereto in the Recitals;
Thomson Reuters Founders Share Company’s Articles means the articles of association of Thomson Reuters Founders Share Company Limited, as they may be amended or supplemented from time to time;
Thomson Reuters Trust Principles means:
(a)
that Reuters shall at no time pass into the hands of any one interest, group or faction;
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(b)
that the integrity, independence and freedom from bias of Thomson Reuters shall at all times be fully preserved;
(c)
that Reuters shall supply unbiased and reliable news services to newspapers, news agencies, broadcasters and other media subscribers and to businesses, governments, institutions, individuals and others with whom Reuters has or may have contracts;
(d)
that Thomson Reuters shall pay due regard to the many interests which it serves in addition to those of the media; and
(e)
that no effort shall be spared to expand, develop and adapt the news and other services and products of Thomson Reuters so as to maintain its leading position in the international news and information business;
Thomson Reuters Trustees means the members and directors from time to time of Thomson Reuters Founders Share Company;
Thomson Reuters UK means Thomson Reuters UK Limited, formerly known as Thomson Reuters PLC, a company previously incorporated in England with registration number 6141013 which subsequently merged by absorption with TR 2009 S.A.R.L.;
Transfer includes any sale, exchange, assignment, gift, bequest, disposition, mortgage, charge, pledge, encumbrance, grant of security interest or other arrangement by which possession, legal title, beneficial ownership, economic interest or economic exposure passes, in whole or in part, from one Person to another, or to the same Person in a different capacity, whether or not voluntary and whether or not for value, and any agreement to effect any of the foregoing; and the word Transferred has a corresponding meaning;
Tribunal has the meaning attributed thereto in clause 5.3;
Unification has the meaning attributed thereto in the Recitals;
Voting Disputes has the meaning attributed thereto in clause 3.4;
Woodbridge Group means the group consisting of Woodbridge and its Affiliates from time to time;
Woodbridge Group Designation has the meaning attributed thereto in clause 2.1;
Woodbridge Parties means, collectively, those members of the Woodbridge Group and the Thomson Family who from time to time Beneficially Own Thomson Reuters Corporation Voting Shares and a Woodbridge Party means any one of them; and
Woodbridge Transferee has the meaning attributed thereto in clause 8.2.
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1.2
The beneficiaries of a trust shall be deemed to own beneficially securities held, directly or indirectly, by such trust.
1.3
Notwithstanding clause 1.1, Affiliates and Subsidiaries of Woodbridge shall be deemed to exclude members of Thomson Reuters.
1.4
Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof. To the extent permitted by Applicable Laws, the parties waive any provision of Applicable Laws which renders any provision of this Agreement invalid or unenforceable in any respect.
1.5
This Agreement amends and restates the 2016 Support Agreement as of the date first written above and constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior agreements pertaining to the subject matter of this Agreement. Except as expressly agreed to by the parties to this Agreement in writing, there are no warranties, conditions, or representations (including any that may be implied by statute) and there are no agreements in connection with such subject matter except as specifically set forth or referred to in this Agreement.
1.6
Except as expressly provided in this Agreement, no amendment or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any provision of this Agreement shall constitute a waiver of any other provision nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.
1.7
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
1.8
References in this Agreement to any party to this Agreement shall include references to its respective successors and permitted assigns, including as a result of any amalgamation, merger, arrangement or other reorganization of such party or any continuance of such party under the laws of another jurisdiction.
1.9
The parties to this Agreement shall make any determination or request pursuant hereto in good faith and acting reasonably.
2.
Designation of Woodbridge as Approved Person
2.1
Thomson Reuters Founders Share Company in its capacity as the registered holder of the Thomson Reuters Founders Share hereby designates the Woodbridge Group as an “Approved Person” for purposes of Thomson Reuters Corporation’s Articles (the Woodbridge Group Designation).
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2.2
The Woodbridge Group Designation shall be irrevocable and remain in effect for so long as the Woodbridge Group is Controlled by the Thomson Family. For the avoidance of doubt, the Woodbridge Group Designation shall have no further force or effect upon termination of this Agreement in accordance with clause 6.
2.3
For the avoidance of doubt, the Woodbridge Group Designation shall be deemed to include members of the Thomson Family in respect of Thomson Reuters Corporation Voting Shares which they Beneficially Own and in respect of which Woodbridge is bound by the terms of this Agreement.
2.4
By its execution and delivery of this Agreement, Thomson Reuters Founders Share Company shall be deemed to have given notice in writing to Thomson Reuters Corporation of the Woodbridge Group Designation.
3.
Agreements of Woodbridge with respect to voting
3.1
At any meeting of the shareholders of Thomson Reuters Corporation (each a Shareholders’ Meeting), Woodbridge shall vote or cause to be voted all Thomson Reuters Corporation Voting Shares Beneficially Owned by it in a manner consistent with the Thomson Reuters Trust Principles.
3.2
Woodbridge shall give Thomson Reuters Founders Share Company as much advance notice as practicable in the circumstances as to whether and, if so, the manner in which, it intends to vote or cause to be voted (for the avoidance of doubt, specifying the voting intentions of Subsidiaries and other Affiliates of Woodbridge) the Thomson Reuters Corporation Voting Shares Beneficially Owned by it on any matter to be submitted to shareholders at any Shareholders’ Meeting with a view to providing Thomson Reuters Founders Share Company with a reasonable opportunity to determine whether, in its view, the manner in which Woodbridge intends to vote or cause to be voted such Thomson Reuters Corporation Voting Shares is inconsistent with the Thomson Reuters Trust Principles. Woodbridge shall use its best efforts to give such notice to Thomson Reuters Founders Share Company before materials in respect of that Shareholders’ Meeting are disseminated to shareholders by Thomson Reuters Corporation but shall in any event give such notice to Thomson Reuters Founders Share Company not less than ten days prior to the date of the applicable Shareholders’ Meeting.
3.3
Upon receiving the notification from Woodbridge referred to in clause 3.2, Thomson Reuters Founders Share Company shall determine whether, in its view, the manner in which Woodbridge intends to vote or cause to be voted the Thomson Reuters Corporation Voting Shares Beneficially Owned by it is inconsistent with the Thomson Reuters Trust Principles and notify Woodbridge of its determination as soon as practicable.
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3.4
All disagreements or disputes between Woodbridge and Thomson Reuters Founders Share Company as to whether the manner in which Woodbridge intends to vote or cause to be voted the Thomson Reuters Corporation Voting Shares Beneficially Owned by it at any Shareholders’ Meeting is inconsistent with the Thomson Reuters Trust Principles (Voting Disputes) shall be promptly brought to the attention of the President and CEO of Woodbridge and the Chairman of Thomson Reuters Founders Share Company (together, the Principals), who shall discuss the matter in good faith and make all reasonable efforts to resolve the Voting Dispute as expeditiously as possible. If the Principals are unable to resolve the Voting Dispute prior to the applicable Shareholders’ Meeting:
(a)
the Voting Dispute shall be submitted to final and binding arbitration pursuant to clause 5; and
(b)
at any Shareholders’ Meeting (or any adjournment or postponement thereof) held prior to the time that the Voting Dispute is resolved by the Principals or determined pursuant to clause 5, Woodbridge shall:
(i)
subject to Applicable Laws, take all actions within its control as are necessary or appropriate to ensure that the matter that is the subject of the Voting Dispute is not proposed for consideration by the shareholders at any Shareholders’ Meeting, including voting or causing to be voted the Thomson Reuters Corporation Voting Shares Beneficially Owned by it in favour of the postponement or adjournment of the Shareholders’ Meeting; and
(ii)
refrain from voting and cause to be refrained from voting the Thomson Reuters Corporation Voting Shares Beneficially Owned by it on any matter that is the subject of the Voting Dispute except to the extent necessary to fulfil its obligations pursuant to subsection 3.4(b)(i).
3.5
For the avoidance of doubt, Woodbridge may vote or cause to be voted the Thomson Reuters Corporation Voting Shares Beneficially Owned by it on all matters that come before any Shareholders’ Meeting in its sole and absolute discretion, provided that such voting does not contravene the provisions of this clause 3.
4.
Additional Agreements of Woodbridge
4.1
Woodbridge reaffirms its support of the Thomson Reuters Trust Principles and agrees with Thomson Reuters Founders Share Company that:
(a)
in addition to its obligations under clause 3.1, Woodbridge shall use its best efforts as a shareholder of Thomson Reuters Corporation to ensure that the Thomson Reuters Trust Principles are complied with in relation to Thomson Reuters;
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(b)
without the prior written consent of Thomson Reuters Founders Share Company, Woodbridge shall not Transfer any Thomson Reuters Corporation Voting Shares to any Person other than an Approved Person if that Person is, or would as a result of such transaction become, an “Acquiring Person” for purposes of Thomson Reuters Corporation’s Articles;
(c)
without the prior written consent of Thomson Reuters Founders Share Company, Woodbridge shall not purchase securities of any class of Thomson Reuters Corporation if, as a result of such transaction, securities of that company would cease to be eligible for listing on a stock exchange on which that company’s securities are then listed; and
(d)
upon the request of Thomson Reuters Founders Share Company, Woodbridge shall:
(i)
promptly requisition the directors of Thomson Reuters Corporation to call a meeting of its shareholders for such purposes as Thomson Reuters Founders Share Company shall in its sole and absolute discretion think fit; and
(ii)
if the directors do not call a meeting within seven days after receiving such requisition, use its best efforts as a shareholder of Thomson Reuters Corporation to call and hold the meeting.
5.
Arbitration
5.1
Any and all disputes, controversies or claims arising out of or in connection with this Agreement, any provision hereof, or any alleged breach hereof, including Voting Disputes, and any and all disputes, controversies or claims relating to the validity of this Agreement (all of which are referred to herein as Disputes), even though some or all of such Disputes are alleged to be extra-contractual in nature, whether such Disputes sound in contract, tort or otherwise, at law or in equity, whether for damages, specific performance or other relief, shall be finally and exclusively determined by final and binding arbitration in accordance with this clause 5.
5.2
Notwithstanding anything in this clause 5, prior to the appointment of any arbitrators, any party may apply to any competent court in the Province of Ontario, Canada for interim relief. A request for interim relief by a party to a court shall not be considered to be incompatible with clause 5.1 or as a waiver of that provision.
5.3
The arbitral tribunal (the Tribunal) shall be composed of three arbitrators, which shall be appointed as follows: each party shall have the right to appoint one arbitrator; the two arbitrators so appointed shall then appoint a third arbitrator who shall serve as the Chairman of the Tribunal. A party entitled to appoint an arbitrator shall appoint such arbitrator within ten days of receiving notice from a party of the commencement of an arbitration, failing which such arbitrator shall, at the written request of either party, be appointed by the International Chamber of Commerce. At the initiation of a proceeding and upon the convening of the Tribunal, the arbitrators shall take an oath of neutrality and shall decide the matters presented to them based upon the evidence submitted in the proceeding and without regard to the origin or circumstances of their appointment or selection for service on the Tribunal.
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5.4
The construction and interpretation of this clause 5, and all rules of conduct of any arbitration conducted pursuant to this clause 5 (including procedural and evidentiary matters), shall be determined by the Tribunal. Unless otherwise unanimously agreed by the arbitrators, the venue of the arbitration shall be New York, New York.
5.5
At the request of any party, the Tribunal may take such interim measures as the Tribunal considers necessary in respect of the Dispute, including measures for the preservation of assets or the conservation of goods. The Tribunal may require security for the cost of such measures.
5.6
The parties acknowledge their intention that any arbitration conducted pursuant to this clause 5 be conducted as expeditiously as possible and agree to cooperate in the expeditious conduct of any such arbitration, including by appointing as arbitrators only individuals who are available to deal with the arbitration on the expedited basis contemplated by this Agreement. The Tribunal shall ensure that the procedure for any such arbitration is compatible with conducting the arbitration as expeditiously as possible and, without limiting the discretion of the Tribunal in this regard, the Tribunal may dispense with a hearing and conduct any arbitration in writing.
5.7
The Tribunal shall conduct a hearing as soon as reasonably practicable after a matter has been submitted for arbitration by a party and the members of the Tribunal have been selected. As the Tribunal may direct and without the necessity of subpoenas or other court orders, the parties shall make their agents, employees and witnesses available upon reasonable notice at reasonable times for deposition or for testimony at the hearing and shall respond to requests for documents. An award completely disposing of all Disputes (a Final Award) shall be rendered by the Tribunal as soon as reasonably practicable after the hearing. The Tribunal shall not be required to submit a detailed statement of its reasons, but shall set forth concisely in the Final Award the amounts, actions, contractual responsibilities or other remedial conclusions that the Tribunal determines to be appropriate.
5.8
Each party acknowledges and agrees that in the event either party breaches any of its obligations under this Agreement, the other party would be irreparably harmed and could not be made whole by monetary damages alone. Both parties accordingly agree that the Tribunal shall have the authority to grant any party all appropriate non-monetary relief, including ordering a breaching party to comply fully with its obligations under the Agreement, ordering specific performance or granting temporary or permanent injunctive relief; provided, however, that nothing in this clause 5 shall be construed to limit the Tribunal in awarding monetary damages, whether as a sole remedy or together with remedies for specific performance and/or injunctive relief.
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5.9
Any award made by the Tribunal shall be final and binding upon each party, each of which expressly waives all right to appeal or recourse to any court. The Final Award may be confirmed, and a judgment entered or enforced, in any competent court in the Province of Ontario, Canada.
5.10
The fees and expenses of the arbitrators shall be borne equally by the parties, but the Final Award may include such allocations and awards of the arbitrators’ fees and expenses as the Tribunal determines is appropriate.
6.
Termination
6.1
This Agreement shall automatically terminate if at any time the Woodbridge Group ceases to be Controlled by the Thomson Family.
6.2
This Agreement may be terminated by written agreement of Woodbridge and Thomson Reuters Founders Share Company.
6.3
Woodbridge may terminate this Agreement by written notice to Thomson Reuters Founders Share Company at any time when Woodbridge Beneficially Owns less than 10% of the outstanding Thomson Reuters Corporation Voting Shares.
6.4
If terminated under this Article 6, this Agreement shall be of no further force and effect.
7.
Notices
7.1
Any notice or other communication under this Agreement shall be in writing and in English.
7.2
Any such notice or other communication may be given by letter delivered, or sent postage prepaid by first class post, to the recipient at its address stated herein. Any such notice or other communication may be given by email or facsimile transmission to the recipient, but if so given shall promptly be confirmed by letter.
7.3
The address of either party to this Agreement may be changed by notice given to the other party.
7.4
Any notice or other communication delivered to the recipient shall be deemed to have been received on delivery. Any notice or other communication sent by first class post shall be deemed to have been received 48 hours after being put in the post if sent within the United Kingdom and seven days after being put in the post if sent to or from an address outside the United Kingdom. Any notice or other communication sent by email or facsimile transmission shall be deemed to have been received 24 hours after despatch.
7.5
A copy of any notice or other communication under this Agreement to Thomson Reuters Founders Share Company shall be concurrently sent to the Person designated from time to time by Thomson Reuters to provide secretarial services to Thomson Reuters Founders Share Company.
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8.
Compliance by Woodbridge Parties
8.1
Woodbridge shall:
(a)
cause other members of the Woodbridge Group to comply with this Agreement;
(b)
use its best efforts to cause other Woodbridge Parties that are not members of the Woodbridge Group to comply with this Agreement; and
(c)
be responsible and liable for any breach of this Agreement by the other Woodbridge Parties,
in each case as if they were parties to and bound by the provisions of this Agreement by which Woodbridge is bound on the same basis as Woodbridge.
8.2
Woodbridge shall not Transfer any Thomson Reuters Corporation Voting Shares to any one or more other members of the Woodbridge Group, other than Subsidiaries of Woodbridge, or to any one or more members of the Thomson Family (in each case, a Woodbridge Transferee) if, as result of such transaction, any one or more such Woodbridge Transferees would Beneficially Own a number of Thomson Reuters Corporation Voting Shares in excess of the number of Thomson Reuters Corporation Voting Shares that would be Beneficially Owned by Woodbridge and its Subsidiaries immediately following the consummation of such transaction, unless, prior to the consummation of such transaction, each such Woodbridge Transferee shall have executed and delivered to Thomson Reuters Founders Share Company an undertaking to comply with this Agreement as if it were a party to and bound by the provisions of this Agreement by which Woodbridge is bound on the same basis as Woodbridge.
9.
General
9.1
The written consent of Thomson Reuters Founders Share Company shall be deemed to have been given for any of the purposes of this Agreement if, and only if, a certificate signed on behalf of Thomson Reuters Founders Share Company by not less than two of the Thomson Reuters Trustees shall have been received at the registered office of Woodbridge confirming that a resolution giving the consent in question has been duly passed at a meeting of the Thomson Reuters Trustees (in their capacity as directors of Thomson Reuters Founders Share Company) or by written resolution of the Thomson Reuters Trustees (in their capacity as directors of Thomson Reuters Founders Share Company) in accordance with Thomson Reuters Founders Share Company’s Articles.
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9.2
The rights of Thomson Reuters Founders Share Company under this Agreement are personal to Thomson Reuters Founders Share Company and may not be Transferred to any other Person other than a transferee of the Thomson Reuters Founders Share as permitted by Thomson Reuters Corporation’s Articles. No purported Transfer of such rights in contravention of this Agreement shall be valid or effective.
9.3
This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
9.4
This Agreement may be signed in counterparts and each such counterpart shall constitute an original document and such counterparts, taken together, shall constitute one and the same instrument.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.
THOMSON REUTERS FOUNDERS SHARE COMPANY LIMITED
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by: /s/ Steven Turnbull
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In the presence of: /s/ Matthew O’Shea
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Name: Steven Turnbull
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Name: Matthew O’Shea, solicitor
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Title: Director
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THE WOODBRIDGE COMPANY LIMITED
by: /s/ Sarah K. Lerchs
Name: Sarah K. Lerchs
Title: Vice President and Secretary
by: /s/ Bruce Robertson
Name: Bruce Robertson
Title: Vice President, Investments
The undersigned hereby acknowledges receiving notice of the Woodbridge Group Designation from Thomson Reuters Founders Share Company pursuant to clause 2.4 and agrees that Woodbridge may disclose to Thomson Reuters Founders Share Company pursuant to clause 3.2 any information with respect to matters to be submitted to shareholders at any Shareholders’ Meeting that Woodbridge or any director or officer of Woodbridge who is also a director or officer of the undersigned receives from the undersigned from time to time, subject to obtaining an undertaking from Thomson Reuters Founders Share Company to maintain such information in confidence.
Dated: October 1, 2018.
THOMSON REUTERS CORPORATION
by: /s/ Deirdre Stanley
Name: Deirdre Stanley
Title: Executive Vice President, General Counsel