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Notice of Special Meeting of Shareholders and Management Information Circular NOTICE OF SPECIAL MEETING OF SHAREHOLDERS AND MANAGEMENT INFORMATION CIRCULAR ACQUISITION OF REUTERS GROUP PLC 2AUG200523213426 29MAR200519060241 February 29, 2008 Dear shareholder: You are invited to attend a special meeting of the shareholders of The Thomson Corporation, which will be held at Roy Thomson Hall, 60 Simcoe Street, Toronto, Ontario, Canada, on March 26, 2008, beginning at 10:00 a.m. (Eastern time). On May 15, 2007, we agreed to acquire Reuters Group PLC. At the meeting, we will ask you to approve this transaction. Thomson Reuters will be a leading global provider of electronically delivered critical information and decision support tools to businesses and professionals. By combining Thomson’s strength in North America with Reuters’ strength in Europe, the Middle East and Asia, Thomson Reuters will create a business with a global brand and presence that will have opportunities to grow faster than either Thomson or Reuters could on its own. Thomson Reuters will serve the legal, financial services, tax and accounting, scientific, healthcare and media markets. Shareholders of Thomson Reuters are expected to benefit from the value created by the diversified revenue streams, the opportunities for increased profitability and the opportunities afforded by having a larger capital base. Thomson Reuters will increasingly organize content and information in a way that enhances value for, and the productivity of, customers. While Thomson and Reuters have highly complementary businesses, we expect the transaction to deliver synergies at an annual run rate in excess of US$500 million by the end of the third year after closing from areas such as shared technology platforms, third party content and corporate services. We will acquire Reuters by implementing a dual listed company (DLC) structure. Under that structure, Thomson Reuters will have two parent companies, both of which will be publicly listed – The Thomson Corporation, renamed as Thomson Reuters Corporation, and Thomson Reuters PLC, a new UK company in which existing Reuters shareholders will receive shares as part of their consideration in the transaction. Those companies will operate as a unified group pursuant to contractual arrangements as well as provisions in their organizational documents. Under the DLC structure, shareholders of Thomson Reuters Corporation and Thomson Reuters PLC will both have a stake in Thomson Reuters, with cash dividend, capital distribution and voting rights that are comparable to the rights they would have if they were holding shares in one company carrying on the Thomson Reuters business. Similar DLC structures have been successfully implemented by a number of other major international groups, including BHP Billiton, Rio Tinto, Unilever and Carnival. As consideration in the transaction, Reuters shareholders will be entitled to receive, for each ordinary share of Reuters held, 352.5 pence in cash and 0.16 ordinary shares of Thomson Reuters PLC. On closing, one ordinary share of Thomson Reuters PLC will be equivalent to one common share of Thomson Reuters Corporation under the DLC structure. Based on the issued share capital of Thomson and Reuters (on a fully diluted basis) as of February 22, 2008, Woodbridge, our controlling shareholder, will have an economic and voting interest in Thomson Reuters of approximately 53%, other Thomson shareholders will have an interest of approximately 23% and Reuters shareholders will have an interest of approximately 24%. Reuters shareholders will receive aggregate cash consideration of approximately US$8.8 billion (based on the US$/£ exchange rate on February 22, 2008). To fund the cash consideration, we will use proceeds from the sale of our Thomson Learning businesses as well as borrowings under our credit facility. As part of the transaction, we agreed to adopt and uphold, and Woodbridge undertook to support, the Reuters Trust Principles in relation to Thomson Reuters. The Reuters Trust Principles are fundamental to Reuters and include the preservation of integrity, reliability of news, development of the news business and related principles. Reuters Founders Share Company, which safeguards the Reuters Trust Principles, has resolved to support the transaction. The transaction has been cleared by antitrust regulators in Europe, the United States and Canada and the only significant conditions to closing that remain are shareholder and court approvals. Our board of directors has unanimously approved the transaction and is unanimously recommending that you vote in favor of it at the meeting. Woodbridge has irrevocably committed to vote in favor of the transaction and, accordingly, the requisite approval by our shareholders is assured. Following our shareholders’ meeting, we will seek court approval in Ontario. The court will not approve the transaction unless it determines, among other matters, that the transaction is fair and reasonable. Reuters shareholders will be asked to approve the transaction at shareholders’ meetings to be held on March 26, 2008. The Reuters board of directors has unanimously approved the transaction and is unanimously recommending that Reuters shareholders vote in favor of it. Following its shareholders’ meetings, Reuters will seek court approval in the United Kingdom. If shareholders of the two companies approve the transaction and the requisite court approvals are obtained, we expect that closing will occur on or about April 17, 2008. The accompanying notice and management information circular provide information about the transaction and the special meeting. Please read this information carefully, and if you require assistance, consult your own legal, tax, financial or other professional advisor. On behalf of our board of directors, I thank you in advance for your continued support. Yours very truly, 2APR200415085186 David Thomson Chairman NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF THE THOMSON CORPORATION Date March 26, 2008 Time 10:00 a.m. (Eastern time) Place Roy Thomson Hall, 60 Simcoe Street, Toronto, Ontario, Canada Business The business of the special meeting is: • to consider, pursuant to an interim order of the Ontario Superior Court of Justice dated February 14, 2008 (the ‘‘Interim Order’’), and, if thought fit, pass, with or without variation, a special resolution (the ‘‘Arrangement Resolution’’) to approve an arrangement (the ‘‘Thomson Arrangement’’) pursuant to section 182 of the Business Corporations Act (Ontario) under which The Thomson Corporation (‘‘Thomson’’) will acquire Reuters Group PLC (‘‘Reuters’’) by implementing a dual listed company structure, all as more particularly described in the accompanying management information circular of Thomson dated February 29, 2008; and • to transact any other business properly brought before the meeting and any adjourned or postponed meeting. The full text of the Arrangement Resolution and the Interim Order are attached as Annexes A and C, respectively, to the accompanying circular. Record Date You are entitled to receive notice of and to vote at the meeting, and any adjourned or postponed meeting, if you were a holder of Thomson common shares as of 5:00 p.m. (Eastern time) on February 22, 2008. Voting Whether or not you plan to attend the meeting in person, please complete, sign, date and return promptly the enclosed proxy form so that your common shares can be voted at the meeting in accordance with your instructions. You may also vote your common shares by telephone or the Internet in accordance with the instructions provided in the enclosed proxy form. If you hold your common shares through a broker or other nominee, you should follow the procedures provided by your broker or nominee. Thomson’s transfer agent, Computershare Trust Company of Canada, must receive your proxy form or voting instructions no later than 5:00 p.m. (Eastern time) on March 25, 2008, or if the meeting is adjourned or postponed, no later than 48 hours (excluding Saturdays and holidays) before any adjourned or postponed meeting. Pursuant to the Interim Order, registered Thomson shareholders have been granted the right to dissent in respect of the Thomson Arrangement and to be paid the fair value of their common shares. This dissent right, and the procedures for its exercise, are described in the accompanying circular under ‘‘Dissenting Shareholders’ Rights’’. Only registered Thomson shareholders are entitled to exercise the right to dissent. Failure to comply strictly with the dissent procedures described in the circular will result in the loss or unavailability of any right to dissent. If you have any questions or need assistance voting your common shares, please call Computershare, toll-free in Canada and the United States, at 1-800-564-6253. Please visit www.thomson.com for more information about Thomson and www.reuters.com for more information about Reuters. By order of the Board of Directors, 2APR200415095404 David W. Binet Secretary to the Board of Directors February 29, 2008 MANAGEMENT INFORMATION CIRCULAR TABLE OF CONTENTS 1 Summary of the Transaction 141 Dissenting Shareholders’ Rights 14 Expected Timetable of Key Events 143 Information Concerning Thomson 15 Accounting Principles and Reporting Currencies 166 Selected Historical Financial and Operating Data of Thomson 16 Currency Exchange Rate Information 173 Operating and Financial Review of Thomson 17 Forward-Looking Statements 202 Additional Information Concerning Thomson and 18 Use of Non-GAAP Financial Measures Documents Incorporated by Reference 18 Notice to Thomson Shareholders
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