UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F

     (Mark One)

Reuters Group PLC
(Exact Name of Registrant as Specified in Its Charter)

(Translation of Registrant's Name Into English)

England
(Jurisdiction of Incorporation or Organization)

85 Fleet Street, London EC4P 4AJ, England
(Address of Principal Executive Offices)

     Securities registered or to be registered pursuant to Section 12(g) of the Act: Ordinary Shares of 25 p each.

     Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:  None.

     Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the      close of the period covered by the annual report.

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

The following supplementary information is provided for those who track Reuters performance on a pre-goodwill basis.

This report comprises the annual report of Reuters in accordance with the United Kingdom requirements and its annual report on Form 20-F in accordance with the requirements of the United States Securities and Exchange Commission (SEC) for 2000. A cross reference guide setting out the information in this report that corresponds to the Form 20-F items is provided on pages 98-99.

The consolidated financial statements of Reuters Group PLC included in this report are presented in pounds sterling (£). On 29 December 2000, the noon buying rate in New York City for cable transfers in foreign currencies as announced for customs purposes by the Federal Reserve Bank of New York (Noon Buying Rate) was $1.50 = £1: on 16 February 2001 the Noon Buying Rate was $1.45 = £1. For additional information on exchange rates between the pound sterling and the US dollar, see exchange rates on page 87.

Reuters consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United Kingdom (UK GAAP). UK GAAP differ in certain respects from accounting principles generally accepted in the United States (US GAAP). The material differences between UK GAAP and US GAAP relevant to Reuters are explained on pages 74-75.

This report contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 with respect to Reuters financial condition, results of operations and business and management strategy, plans and objectives for the company. For a discussion of risks associated with these statements see risk factors on pages 36-38.

Reuters Group PLC Annual Report and Form 20-F 2000  1

2  Reuters Group PLC Annual Report and Form 20-F 2000

The selected financial data set forth below is derived, in part from, and should be read in conjunction with, the consolidated financial statements and related notes, as well as the operating and financial review. For a summary of the material differences between UK and US GAAP, see pages 74-78.

CONSOLIDATED PROFIT AND LOSS ACCOUNT DATA for the year ended 31 December

Reuters Group PLC Annual Report and Form 20-F 2000  3

Reuters position as a leading global information news and technology group is founded on its reputation for speed, accuracy, integrity and impartiality combined with continuous technological innovation. Reuters strength is based on its unique ability to offer customers around the world a combination of content, technology and connectivity. Reuters reaches over 558,000 subscribers in 50,600 locations and makes extensive use of internet technologies for the widest distribution of information and news. Around 73 million visitors per month access Reuters content on some 1,400 internet websites. Reuters is the world’s largest international text and television news agency with 2,157 journalists, photographers and camera operators in 190 bureaux, serving 151 countries. On 31 December 2000, Reuters employed 18,082 staff in 204 cities in 100 countries.

In February 2000 Reuters announced a range of major initiatives designed to accelerate its use of internet technologies and open new markets. Reuters believes that internet technologies present two principal opportunities: they enable Reuters to start serving a much wider market, including individuals making financial decisions at work and at home, and they allow Reuters to adopt a more cost-effective model for its core professional financial business.

Reuters Group PLC, whose predecessors have conducted operations in London since 1851, was incorporated in England and Wales on 24 December 1996 and became the parent company to the Reuters Group’s operations on 18 February 1998. Information regarding Reuters Group’s significant subsidiaries is provided in note 32. As used in this report, ‘Reuters’ or ‘Group’ refer collectively to Reuters Group PLC and its consolidated subsidiaries. The ‘company’ refers to the parent Reuters Group PLC. Reuters corporate headquarters are located at 85 Fleet Street, London EC4P 4AJ and its telephone number is +44 (0)20 7250 1122.

INFORMATION SOURCES

Reuters gathers exchange and over-the-counter trading data, contributed data, reference data and general, financial and business news.

Reuters obtains current trading information for securities, commodities, options and futures from 263 exchanges and over-the-counter markets. The information is normally transmitted electronically to Reuters databases by a direct feed from the computerised reporting system maintained by an exchange. Some 5,000 dealers and brokers in financial markets contribute their latest quotations to Reuters databases. Data contributed by one contributor is available to all other subscribers to the same product except those the contributor directs should be precluded. Reuters also has a number of agreements with certain brokers, electronic communications networks (ECNs) and specialist data vendors for the supply of key market data.

Other numeric data such as corporate and economic statistics and textual historical information is obtained from a wide range of publications and other third party sources, including annual reports. Data is gathered in either electronic or hard copy form and is edited by specialised Reuters staff.

Reuters staff also report and edit general and specialised news for business and media subscribers in textual, video, photo and audio form. Reuters reporting staff are supported by part-time staff in almost every country. Many Reuters text journalists are financial or other market specialists.

As it is received, data is automatically processed and stored on a continually updated basis so that subscribers can retrieve it within seconds. Reuters information databases range from real-time to over 10 years old.

Reuters is committed to taking an active part in the development of a variety of standards based on the internet standard for information known as XML (Extensible Markup Language). Reuters is participating in the development of a number of industry standards such as NewsML for multi-media news, FpML (Financial Products Markup Language) for derivatives, XBRL (Extensible Business Reporting Language) for business reporting, and others. Reuters is also using XML internally as part of its next generation architecture to enable more intelligent processing and distribution of information across a variety of devices as well as enabling superior integration of online information and transactions.

PRINCIPAL PRODUCTS

Reuters is focused on three business areas. The first, Reuters Financial (RF), includes the content, technology and trading operations of Reuters for financial services clients. The second, Reuterspace, is the vehicle for development of new businesses outside the core financial markets. The third, Instinet, is Reuters electronic brokerage business.

Reuters Financial (RF)

RF is now managed as one integrated unit. In 2000 it consisted of two separately managed divisions, Reuters Information (RI) and Reuters Trading Solutions (RTS).

Reuters Information

RI products include real-time information and historical information databases focused on four main markets: foreign exchange and money; commodities (including energy); fixed income; and equities. These products are delivered to subscribers through personal computer-based Reuters Terminals (RTs) or other Reuters workstation display software, through industry standard internet browsers and through Reuters-supplied or third-party information management systems. Reuters databases carry around two million individual instruments. RI’s goal is to provide a wide range of information services addressing segmented user needs. To this end, RI offers high tier international products, middle tier domestic products and lower tier off-trading floor products.

4   Reuters Group PLC Annual Report and Form 20-F 2000

RI’s high tier information products include 3000 Xtra and the 3000 range of products. 3000 Xtra, RI’s flagship international product, enables users, among other things, to personalise displays, integrate in-house data sources, carry out complex analytics in Microsoft Excel, extract data for in-house use, access rich content via Reuters own extranet and receive Reuters TV. Reuters 3000 range of information products combine the real-time features of its 2000 series with access to historical data, analytics and graphing capabilities and news. The 2000 series of products is formed from a number of content building blocks, each containing relevant real-time prices and related data on a particular market. Both the 3000 and 2000 series of products are grouped in different combinations to allow subscribers to select the product or products specific to their needs.

Reuters middle tier information products primarily focus on the needs of customers relating to individual geographic or asset-class markets. Reuters Plus, an advanced equities trading and analytics tool for US equities, includes real-time and historical data, time and sales, charting, Reuters news and internet access. In 2000, Reuters launched Reuters Pro, a research tool focused on the needs of US institutional equities professionals supporting buy-side institutions, and Reuters Credit, which provides credit information on the world’s top publicly rated issuers of debt and unrated loan obligors.

Reuters principal lower tier offering is Reuters Investor which delivers Reuters information via the internet, enabling subscribers to easily integrate a tailored segment of Reuters news and market data into their own websites.

A range of optional products produced by third parties to augment Reuters news and market data is also available to subscribers. Reuters also provides funds information, shareholder and benchmarking analysis under its Lipper brand. At 31 December 2000 Lipper tracked over 60,000 funds domiciled in 45 countries with assets in excess of US$10.8 trillion. Historical performance data goes back to 1959 and includes open-ended (mutual) funds, closed-ended funds and variable annuity (unit-linked) funds.

Editorial. The news content for all Reuters products is gathered by Reuters editorial operations. Reuters delivers financial and media news worldwide, generally producing more than 10,000 news reports a day in over 20 languages. In addition to its textual news, Reuters provides television and news pictures coverage, news graphics and operates a global financial television news channel (RTV) for its clients in the financial markets.

Reuters Trading Solutions

RTS provides financial customers with technology and solutions to improve operating efficiency and facilitate trading throughout the enterprise. To this end it develops infrastructure applications and trade execution facilities that enable connectivity to a variety of information sources. RTS encompasses three business groupings, Transactions, Applications and Enterprise Solutions and Retail Solutions.

Transactions. The Transactions business develops financial communities through the provision of managed transaction services across a range of financial instruments.

Dealing 2000-1 enables fast electronic communication among dealers to negotiate and conclude trades in foreign exchange and other instruments. Dealing 2000-2, an electronic brokerage service for interbank spot and forward foreign exchange dealers, automatically and anonymously matches bid and offer orders using central computers, verifying that the counterparties have sufficient and mutually acceptable credit. In 2000 Reuters launched the next generation of transaction products, Dealing 3000, a full replacement for the Dealing 2000 product suite. Dealing 3000 uses Windows NT technology and allows traders to run complementary applications alongside the dealing application.

Other transaction products include Reuters InterTrade Direct, a fully managed, open order routing service facilitating straight through processing in the global securities markets and automated dealing systems which enable banks to provide their treasury clients with an integrated, online trading service.

In October 2000 Reuters and three of its major clients formed Atriax to create an electronic marketplace for the provision of information and executable prices to enable foreign exchange trading amongst financial and corporate institutions. At 31 December 2000 Atriax included over 50 banks as members but the trading facility is not yet available.

Applications and Enterprise Solutions. The Applications and Enterprise Solutions business provides technology and solutions from pre-trade analytics to transaction management and processing, to multiple communities. The product range includes market data systems, Reuters internet finance platforms, the active enterprise product suite, trade and risk management systems and exchange automation systems.

Market data systems, which are marketed primarily under the TIB and Triarch names, facilitate access to information and other services via the customers’ own in-house computer facilities and enable the capture and management of financial transactions. Reuters is in the process of rolling out a new Trading Systems Architecture (TSA) which provides more sophisticated delivery of information and other services to the client’s site, integrates them into the client’s business flow and facilitates further distribution over the internet. Incorporated into the TSA are Reuters internet finance platforms which offer clients a powerful set of infrastructure and development components for reaching target communities over the internet.

The active enterprise product suite allows automation of businesses by creating an integrated network of applications, databases

Reuters Group PLC Annual Report and Form 20-F 2000  5

and information. Trade and risk management systems provide dealing rooms and operational management with deal capture, real-time position keeping, decision support tools and tactical risk management; local and global credit and limit management; enterprise-wide risk analysis and integrated advanced order management capabilities. Exchange automation systems provide distributed components for routing, management and execution of orders or quotes for the financial markets and for clients who require flexible and scaleable transaction systems.

Retail Solutions. The Retail Solutions business focuses on selling solutions of content, technology and transaction capabilities to financial services institutions seeking to use the internet to service retail customers.

Reuters Consulting. Reuters Consulting was formed in 2000 to complement the three RTS business groupings in order to focus on the provision of fully integrated and customised technology solutions that meet the individual needs of Reuters clients. In 2000, Reuters Consulting unveiled its Global Integration Laboratory, a facility for demonstrating the future of enterprise-wide, e-business solutions in the financial markets.

Reuterspace

Reuterspace is focused on bringing the skills of the Group in content, technology and distribution to new communities outside the wholesale financial markets. The division aims to develop opportunities in the business and consumer markets through internally generated initiatives, partnerships, stakeholdings and acquisitions.

Consumer market activities include the following:

Reuters Media is a world leader in the growing online news distribution business, currently reaching 15% of internet users through a worldwide set of news and information products available through more than 900 internet websites and in 14 languages. Reuters Media also provides video news services and traditional news wire services for print and broadcast media globally.

Reuters Personal Finance is developing a new range of web-based products and finance portals targeted at private investors. Products will include access to Reuters content, a number of analytical tools and a wide range of supplementary content and commentary.

Business market activities include the following:

Reuters Enterprise provides high value research/advisory information and news to information intensive business audiences in specific industry sectors, including financial services, telecommunications and healthcare, as well as more generally targeted company information and news. These services are provided through subsidiaries and partners such as APM International SA, Reuters Health Information (RHI), Tower Group, O R Telematique SA, and Yankee Group.

Reuters Mobile was established to co-ordinate the development of mobile strategy, to promote awareness of, and facilitate exchange of, mobile technology and to co-ordinate the development of a Reuters-wide infrastructure featuring core mobile capabilities.

The Greenhouse Fund typically makes minority investments in start-up companies whose technology or business models are of relevance to Reuters. At 31 December 2000, the Greenhouse Fund held investments in 90 companies, representing a total investment of £243 million. While an IPO is no longer intended for the Greenhouse Fund, Reuters anticipates bringing in strategic investors.

Instinet

Instinet is the world’s largest electronic agency securities broker and has created and operates an e-financial marketplace. Through its electronic platforms, Instinet brings buyers and sellers worldwide together so that they can trade different types of securities, such as equity securities and fixed income (or debt) securities, and access research products, providing them with price improvement for their trades, as well as information, reporting and decision-making tools. Instinet’s customers can trade directly and anonymously with each other, thereby creating an internal liquidity pool, as well as with other investors in more than 40 established securities markets throughout the world. Affiliates of Instinet are members of 20 securities exchanges. Instinet’s customers consist of institutional investors, such as mutual funds, pension funds, insurance companies and hedge funds, as well as securities brokers and dealers.

In addition to execution of their equity securities trades on a global basis, Instinet offers its customers services that enhance their ability to achieve their trading objectives, including 24-hour trading, crossing services, block trading and program trading, as well as global clearance and settlement of trades and access to Instinet’s proprietary research and analytics services and those of other providers. In February 2000, Instinet acquired Lynch, Jones & Ryan, a US broker-dealer focused on the plan sponsor and commission recapture business.

In 2000, Instinet introduced its new global electronic platform for trading fixed income securities. At present, Instinet is providing brokerage, execution and clearance and settlement services to many of the largest banks and securities dealers in approximately 750 US government, euro-denominated government and German mortgage bond (Pfandbriefe) securities. Instinet has also begun providing its execution and clearing services on a wholesale basis primarily to securities brokers and dealers. Purchasers of its wholesale services can provide their customers with access to Instinet’s global institutional equities trading platform and, in the US, to its correspondent clearing services as well.

To expand the scope of its e-financial marketplace, Instinet has made a number of strategic investments in companies with operations or technologies that Instinet believes

6  Reuters Group PLC Annual Report and Form 20-F 2000

will enable investors and issuers to better achieve their trading and capital-raising objectives.

On 8 February 2001, Instinet filed a Registration Statement with the US SEC for the initial public offering (IPO) of shares of its common stock.

TIBCO Software Inc.

In 1999, Reuters subsidiary, TIBCO Software Inc. (TSI) completed an IPO of its common stock on the Nasdaq Stock Market. At 31 December 2000 Reuters held approximately 57% of the outstanding shares of TSI but its voting rights were restricted to 49% (and, accordingly, TSI is accounted for as an associated undertaking). If all outstanding employee options were exercised Reuters diluted shareholding of TSI would be about 42%. Reuters has the right to nominate four TSI directors (out of a total of 11) for so long as Reuters holds 40% or more of TSI’s outstanding voting shares, three directors if it holds between 25% and 40% of the outstanding voting shares, and two directors if it holds between 10% and 25% of the outstanding voting shares.

Reuters owns the underlying TIB intellectual property and technology that was in existence at 31 December 1996 and that is incorporated into many of TSI’s products, and licenses this technology to TSI pursuant to a licence agreement. TSI owns all technology and related intellectual property rights independently developed by TSI since 1 January 1997, including enhancements and improvements to the licensed TIB technology, which TSI licenses to Reuters pursuant to the licence agreement. TIB technology is incorporated into the TIB market data distribution systems offered by RTS.

PRINCIPAL CAPITAL EXPENDITURES

Over the last three years, Reuters has made a number of acquisitions, invested in several associated undertakings and other investments, established some joint ventures and continued to invest in its Greenhouse Fund. The principal acquisitions and investments (none of which exceeded a cost of £50 million) were:

In May 2000 Reuters and Equant Finance BV (Equant), established a joint venture company, Radianz Limited (Radianz), to develop a secure internet protocol network for use by the financial services industry, including Instinet. Reuters owns 51% of the new company but shares voting control and does not consolidate Radianz for accounting purposes. Under the terms of agreement, on 1 July 2000 Reuters transferred £63 million of telecommunications network assets into the new entity, along with approximately 400 staff, and sold its existing telecommunications business, Reuters Connect Services, to the new company for £17 million in cash.

In February 2000 Reuters and Multex.com Inc., a leading internet online intermediary for the financial services marketplace, agreed to form a joint venture, Multex Investor Europe, to provide dedicated broker research and investment information to European private investors. The joint venture combines Multex.com’s global research base and Reuters information and news. Both parties own 50% of the venture. Early in 2001 Multex Investor Japan was formed to provide similar services in Japan. A total of £21 million has been invested in these ventures.

In mid-1999 Reuters and Dow Jones & Co. formed a joint venture, Factiva, to develop a new web-based global service, to provide corporate news, information and research data for many categories of business professionals. By December 2000 Factiva was selling information from 7,000 sources to 1.5 million users. Information sources include Reuters and Dow Jones news wires in addition to national, regional and local newspapers and trade publications. The content includes information in 22 languages. Factiva also provides technology solutions to integrate content into companies’ intranets or information portals. Reuters has invested approximately £20 million in this venture.

Total capital expenditure for acquisitions, investments in associates and other investments, excluding joint ventures, during 2000 was £242 million (1999: £76 million; 1998: £141 million). Additional investment in the Greenhouse Fund during 2000 totalled £184 million (1999: £61 million; 1998: £10 million).

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Further information relating to investments, acquisitions, joint ventures and disposals in 2000 is provided in notes 16 and 31.

DATA AND COMMUNICATIONS NETWORKS

Reuters operates a number of communications networks, employing various technologies, for distribution of its products. Reuters is making increasing use of internet technology which is utilised in the Reuters web communications network.

Reuters has two global technical centres, two main technical centres and a number of smaller local data centres. Reuters data centres are linked by communications services provided by Radianz using dedicated international communications circuits that rely on satellite links, optical fibre cables and coaxial cables. These circuits are leased by Radianz from various governmental and private telecommunications operators including Equant. Communications between data centres and Reuters subscribers are provided by Radianz in 11 countries and by Reuters directly or third parties elsewhere; they mainly use dedicated terrestrial circuits which are leased from telecommunications operators and are supplemented by a variety of other transmission systems. These include satellite-based networks for delivery of services to small dish receivers on customer premises. For further information regarding Radianz and the relationship between Radianz and Reuters, see pages 79 and 87.

PRINCIPAL GEOGRAPHIC MARKETS

Reuters products are distributed to 151 countries. Within business divisions, products are divided for financial reporting purposes into three principal geographic areas: Europe, Middle East and Africa (including the United Kingdom and Ireland); Asia/Pacific (including Japan); and The Americas. An analysis of revenue, costs, contribution, and assets by these markets is provided under the heading operating and financial review and in notes 1 and 13.

SUBSCRIBERS AND MARKETING

In general, Reuters information products are billed by number of user accesses. User accesses include terminals, accesses to datafeeds, slave screens and portable devices. The number of user accesses at the end of each of the last three years is set forth below.

Information relating to user accesses and an analysis of revenue and subscribers by type are provided under the heading operating and financial review and in note 22.

The majority of Reuters revenue is recurring and generally covered by contracts of indefinite period, terminable on one or two years’ notice. Individual services within a contract may be cancelled on twelve, six or three months’ notice. In general, charges are based upon the particular products purchased by a subscriber and the number of user accesses. Payment terms are generally in advance. Charges for certain other Reuters products vary according to volume of use. These include Instinet, Dealing 2000-2, Dealing 3000 Spot Matching and certain information products.

Under its agreements with Dealing 2000-2 and Dealing 3000 Spot Matching subscribers, Reuters accepts liability for direct net loss incurred by subscribers solely as a result of a transmission or processing fault that is shown to be caused by the negligence or wilful misconduct of Reuters. Reuters only accepts this liability in full for trades with a value of up to $15 million; for trades above $15 million, Reuters agreements with subscribers provide that Reuters liability is limited on a pro rata basis.

Reuters sells its products through a variety of channels. At 31 December 2000, Reuters sales and marketing force consisted of 5,141 persons. To support the Reuters brand, which Reuters believes to be of significant value, Reuters increased its investment in advertising in 2000, using television for the first time as a medium to reach a wider public.

EQUIPMENT SUPPLY AND SERVICING

Reuters central computers are presently supplied principally by Sun Microsystems and Compaq Computer Corporation (Compaq), with a smaller number of computers from International Business Machines Corporation (IBM), Sequent Information Systems and other manufacturers. Reuters central computers are installed and normally maintained by the supplier and operated by Reuters personnel.

Radianz’s communications network uses equipment supplied and supported by Cisco Systems Inc., and Nortel Networks Corporation which is installed and operated by Radianz staff in 11 countries and by Reuters staff elsewhere. Database application software is supplied by Oracle Corporation. Tivoli Systems, a subsidiary of IBM, supplies software for network and system management requirements.

Reuters installs and provides first level maintenance for the majority of its client sites either directly or in some countries via sub-contractors. These installations are usually based on equipment supplied either by IBM or Compaq. Some clients specify and supply such equipment themselves and may be responsible for its maintenance. All Reuters application software on central computers and client site systems is maintained by Reuters.

COMPETITION

Reuters faces competition in all market sectors and geographical areas. Some rival vendors compete across a range of markets and in most major financial centres. Other vendors are more specialised, either in markets or location.

Reuters Financial

Competitors in the provision of information products for the financial markets include Bloomberg LP (Bloomberg), Bridge Information Systems Inc. (Bridge), Quick Corporation of Japan, Telekurs AG of Switzerland and Thomson Corporation’s Thomson Financial unit. Competition to the Lipper funds information business comes from Morningstar Inc., the

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Micropal unit of Standard & Poor’s, a division of the McGraw-Hill Companies Inc., Value Line Inc., and Thomson Corporation’s CDA Weisenberger.

The Electronic Broking Service (EBS) competes with the foreign exchange spot matching service provided by Reuters Dealing 2000-2 and Dealing 3000 Spot Matching. The EBS partnership comprises a number of leading European, US and Japanese banks.

Reuters money and foreign exchange transaction products also compete with voice brokers in the relevant markets.

Competitors in the supply of Reuters market data systems include Misys plc (Misys), CSK Software, a subsidiary of CSK Corporation, Bridge and a large number of other vendors. The main competitors to the Active Enterprise product suite are IBM (MQ Series), New Era of Networks, Inc. (Neon), VITRIA Technology, Inc., BAE Systems plc, and Mercator Software, Inc. In the provision of trade and risk management systems, on a global basis Reuters competes with SunGard Data Systems Inc., Misys and Algorithmics Inc.

Reuterspace

Competition for the supply of company, financial and industry specific information is fragmented among numerous, geographically specific entities and new internet-based businesses. Competition in the supply of news to the media is mainly from Associated Press, Agence France Presse and Bloomberg News, a subsidiary of Bloomberg.

Instinet

Instinet competes with, among others, traditional and electronic trading methods in use on US and international securities exchanges, Nasdaq’s trading services that enable members of the National Association of Securities Dealers, Inc. (the NASD) to trade electronically in Nasdaq quoted stocks, the Institutional XPress™and NYSeDirect+™products of the New York Stock Exchange and other broker-dealers (including many of its own customers) which offer competing services; as well as ECNs, including Bloomberg Tradebook LLC, a subsidiary of Bloomberg, and the Island System.

GOVERNMENT REGULATIONS

Reuters Financial

Reuters Limited is regulated as a service company by the UK Financial Services Authority (FSA) under the Financial Services Act 1986.

The use of communications links is subject to government licensing in several countries.

Reuters Transaction Services Limited (RTSL), through which Reuters operates Dealing 2000-2 and Dealing 3000 Spot Matching is subject to regulation by the FSA equivalent to that applied to broking participants in the London foreign exchange market, including capital adequacy requirements. The operations of RTSL’s Singapore branch are subject to oversight by the Monetary Authority of Singapore and those of the Hong Kong branch by The Hong Kong Monetary Authority. Reuters InterTrade Direct SA, through which Reuters operates Reuters InterTrade Direct, is regulated as a service company by the FSA under the Financial Services Act 1986.

Instinet

As a registered broker-dealer, a member of the NASD and other self-regulatory organisations in the US and other countries in which it operates, and as a registered alternative trading system in the US, Instinet is subject to substantial regulation under the US securities laws and their equivalents in other countries, including but not limited to net capital requirements. The regulatory framework generally applies directly to Instinet affiliates that are registered or licensed in various jurisdictions.

PROPERTY, PLANT AND EQUIPMENT

Reuters principal properties are its corporate headquarters (96,000 sq. ft.) in London, its two global technical centres in London (324,000 sq. ft.) and Geneva (144,000 sq. ft.) and its two other main technical centres in New York (44,000 sq. ft.) and Singapore (180,000 sq. ft.). The London and New York properties are situated on land owned by Reuters, whereas the buildings in Geneva and Singapore were built by Reuters on leased land. The leases, including periods covered by options to extend, expire in 2095 and 2050, respectively.

Reuters has entered into a venture with Rudin Times Square Associates LLC, to develop and operate an 855,000 square foot building in the Times Square section of New York City, to be known as The Reuters Building. Each of Rudin and Reuters are to invest approximately $45 million of equity toward the cost of the base building and partial build-out allowance estimated at $362 million, with the balance being funded through non-recourse financing. At 31 December 2000, Reuters had contributed $20 million of this equity.

The interior build-out, technology infrastructure, security system, furniture and fittings, exterior signage, public exhibition space, moving and other related costs for Reuters is estimated at $134 million, with expenditure to 31 December 2000 totalling $35million.

Reuters will lease a total of 671,464 sq ft. from the venture and expects to begin moving staff into the building in March 2001. The lease for the bulk of the space will expire in 2021, with an option to extend. Reuters has secured its lease position with a $120 million letter of credit.

LEGAL PROCEEDINGS

Reuters and its subsidiaries are parties to legal proceedings that are considered to be either ordinary routine litigation incidental to their business or not material to Reuters consolidated financial position or profitability.

Reuters Group PLC Annual Report and Form 20-F 2000  9

The directors submit their annual report and audited financial statements for the year ended 31 December 2000.

Activities

Reuters activities are described on page 4. A detailed review of Reuters activities during 2000 and likely future developments is given on pages 4-9 and pages 27-38. Details of post balance sheet events are set out in note 33.

Share capital and dividends

Details of the changes in the authorised and called-up share capital are set out in notes 26 and 27 on pages 63-64. Details of significant shareholdings are given on page 79.

An interim dividend of 3.65p per ordinary share was paid on 6 September 2000. The directors recommend a final dividend of 12.35p per ordinary share, giving a total of 16.0p per ordinary share for the year (1999: 14.65p). Subject to shareholders’ approval at the annual general meeting, the final dividend will be paid on 26 April 2001 to members on the register at the close of business on 16 March 2001.

Employees

The total number of employees at 31 December 2000 was 18,082 (31 December 1999: 16,546).

It is Reuters policy that selection of employees, including for recruitment, training, development and promotion, should be determined solely on their skills, abilities and other requirements which are relevant to the job and in accordance with the laws in the country concerned. The company’s equal opportunities policy is designed to ensure that disabled people are given the same consideration as others and, depending on their skills and abilities, enjoy the same training, development and prospects as other employees.

To encourage employees’ involvement and to ensure that employees are aware of the financial and economic factors affecting the Group, extensive use is made of the company’s intranet as a communications tool. Meetings between management and employee representatives, including, where appropriate, union representatives, are held regularly so that the views of employees can be taken into account in making decisions which are likely to affect their interests. Reuters European Employees Forum operates as a pan-European works council. Reuters believes its relationship with its labour unions is satisfactory. The involvement of employees in the company’s performance is encouraged through employees’ share plans.

The directors record with deep regret the death of Kurt Schork who died while reporting for Reuters in Sierra Leone. The directors also record with regret the deaths in service of Yu Fai Chan, David Kirby, Veselin Pavkovic, Navdeep Ranawat, Roswitha Sediqie-Siepen and Eliane Vanden Bossche.

The Board values the courage and professionalism shown by employees operating in zones of conflict. Reuters aims to cover news wherever it breaks but instructs staff to avoid risks wherever possible and provides hostile environment training for journalists. Reuters policy is to manage its activities so as to avoid causing unnecessary or unacceptable risk to the health and safety of its employees and the company provides training to staff to build awareness of health and safety issues.

Charitable contributions

Reuters made a grant of £3.2 million in 2000 to fund the educational and humanitarian work of Reuters Foundation, the Group’s charitable trust (£3.3 million in 1999). In addition, Reuters regional management made direct charitable donations of £1.2 million in cash and £13.7 million in kind, which includes the value of information services, equipment and employees’ time provided free of charge for educational and humanitarian purposes. The overall total of Group charitable giving, in cash and in kind, amounted to £18.1 million in 2000 or 2.7% of pre-tax profit (£16.6 million or 2.6% in 1999).

More information on the work of Reuters Foundation is contained in the annual review and on the Foundation’s website: www.foundation.reuters.com.

No political contributions are made.

Creditor payment terms

It is Reuters normal procedure to agree terms of transactions, including payment terms, with suppliers in advance. Payment terms vary, reflecting local practice throughout the world. It is Reuters policy that payment is made on time, provided suppliers perform in accordance with the agreed terms. Group trade creditors at 31 December 2000 were equivalent to 34 days’ purchases during the year.

Auditors

Resolutions will be placed before the annual general meeting to re-appoint PricewaterhouseCoopers as auditors and to permit the directors to fix their remuneration.

Directors

The names and biographical details of current directors are given on pages 12-13. A non-executive director is not required to hold shares of Reuters in order to qualify as a director. Executive directors are encouraged to hold a shareholding in the company equivalent to at least 100% of basic salary after three years as a director, rising to 200% of basic salary after five years as a director. A director not holding any shares may nevertheless attend and speak at general meetings of Reuters. A statement of directors’ remuneration and their interests in shares and options of the company and its subsidiaries is set out on pages 15-24.

The following changes to the Board composition occurred during 2000. Dennis Malamatinas, Ed Kozel and Ian Strachan were appointed non-executive directors. Bob Bauman and Sir David Walker retired as non-executive directors at the annual general meeting in April. In January 2000, John Parcell resigned as an executive director and left the company. André Villeneuve resigned as an executive

10  Reuters Group PLC Annual Report and Form 20-F 2000

director in February 2000 to concentrate on his role as non-executive Chairman of Instinet and David Ure resigned as an executive director in July 2000 to concentrate on his role as non-executive Chairman of Radianz, the joint venture with Equant. Philip Green, Tom Glocer and David Grigson were appointed executive directors in February, June and August 2000 respectively, and in December it was announced that Tom Glocer would be appointed as Chief Executive on the retirement of Peter Job in July 2001.

Sir Christopher Hogg, Peter Job, Roberto Mendoza and Dick Olver retire by rotation and are proposed for re-election as directors at the forthcoming annual general meeting. Tom Glocer, David Grigson and Ian Strachan, having been appointed by the Board since the last annual general meeting, also retire and are proposed for re-election at the annual general meeting. Biographical information on these directors is set out on pages 12-13. As non-executive directors, Sir Christopher Hogg, Roberto Mendoza, Dick Olver and Ian Strachan do not have service contracts. Details of the remuneration of Sir Christopher Hogg and the non-executive directors and information on the service contracts and remuneration of Peter Job, Tom Glocer and David Grigson are set out on pages 15-16.

By order of the Board

/s/ Rosemary Martin

Rosemary Martin
Company Secretary
16 February 2001

Reuters Group PLC Annual Report and Form 20-F 2000  11

The directors and senior managers of Reuters are:

Sir Christopher Hogg. Non-executive Chairman of Allied Domecq PLC since 1996. Non-executive director of GlaxoSmithKline plc since 1993 and Air Liquide SA since May 2000. Non-executive Chairman of the Royal National Theatre since 1995. Former member of the International Council of JP Morgan 1993-2000. Former Chairman of Courtaulds PLC 1980-1996 (Chief Executive 1979-1991). Former non-executive director of the Bank of England 1992-1996. Member of the Audit and Remuneration Committees and Chairman of the Nomination Committee. Age 64.

Peter Job. Joined Reuters as a journalist in 1963. From 1971 worked to develop the company’s business in Latin America, Africa, Asia and the Middle East. From 1978 until 1991 headed the company's operations in Asia. He has announced his retirement from Reuters effective July 2001. Non-executive director of Schroders plc, GlaxoSmithKline plc, TIBCO Software Inc., and Instinet Group LLC. Former non-executive director of Diageo plc. Member of the Nomination Committee. Age 59.

Tom Glocer. In December 2000 named to succeed Peter Job as Chief Executive of Reuters in July 2001. Former CEO Reuters Information (2000) and President & Senior Company Officer, Reuters America (1998-2000). Previously CEO Reuters Latin America (1997). Joined Reuters in 1993 as Vice President and Deputy General Counsel, Reuters America and appointed Executive Vice President and General Counsel, Reuters America Holdings in 1995. Prior to joining Reuters he was a mergers and acquisitions lawyer with Davis Polk & Wardwell in New York, Paris and Tokyo. Non-executive director of Giant Bear Inc., Instinet Group LLC and of the New York City Investment Fund. Age 41.

David Grigson. Joined Reuters in August 2000 from Emap plc where he was Group Finance Director and Chairman of Emap Digital. Formerly with Saatchi & Saatchi Plc (1984-1989) and Esso UK (1980-1984). Age 46.

Sir John Craven. Non-executive Chairman of Lonmin Plc since 1997. Non-executive director of Gleacher & Co LLC since 2000. Former member of the Board of Managing Directors of Deutsche Bank AG and former Executive Chairman of Deutsche Morgan Grenfell Group plc (1989-1997). Former non-executive director of Rothmans International BV. Member of the Audit, Remuneration and Nomination Committees. Nominated as Reuters senior independent non-executive director. Age 60.

Philip Green. Joined Reuters in September 1999 as Chief Executive, Trading Solutions. Former Chief Operating Officer, Europe

12  Reuters Group PLC Annual Report and Form 20-F 2000

and Africa, at DHL International, based in Brussels. Joined DHL in 1990 as Regional Director, Northern Europe having previously worked in both UK and US. Non-executive director of SKF AB. On the Advisory Board of the London Business School. Age 47.

Ed Kozel. Managing Director of Open Range LLC. Non-executive director of Cisco Systems, Inc, Yahoo! and TIBCO Software Inc. From 1989 to 2000 worked for Cisco Systems, Inc., in a number of roles, more recently as the Chief Technical Officer and Senior Vice President Business Development. Prior to 1989 worked with SRI International in California. Member of the Remuneration and Nomination Committees. Age 45.

Dennis Malamatinas. Chief Executive, Priceline Europe. Former CEO, Burger King Corporation (1997-2000). From 1979 to 2000 he held a number of executive positions, first with PepsiCo and then with Grand Metropolitan plc (now known as Diageo plc). From 1998 to 2000 he was a non-executive director of Diageo plc. Member of the Audit, Remuneration and Nomination Committees. Age 45.

Jean-Claude Marchand. Chief Executive, Global Sales and Operations (1998-1999). Managing Director, Continental Europe, Middle East and Africa (1994-1998). Joined Reuters in 1971 as a sales executive and became Sales and Marketing Manager, Asia in 1978. A Swiss national, he has held senior management positions in Europe since 1979. Non-executive director of i2i, Radianz Limited and Sila Communications Limited. Age 54.

Roberto Mendoza. Former Vice Chairman and a director of JP Morgan & Co Inc., (1990-2000) and Managing Director of Goldman Sachs & Co. (2000). Joined JP Morgan in 1967 with successive assignments in London and New York. Non-executive Chairman of Egg plc and a non-executive director of Prudential plc, ACE Limited and Vitro SA. Member of the Audit, Remuneration and Nomination Committees. Age 55.

Dick Olver. A group managing director of BP Amoco PLC and CEO, Exploration and Production. Member of the Institute of Civil Engineers. A governor of New Hall School. Member of the Remuneration and Nomination Committees and Chairman of the Audit Committee. Age 54.

Rob Rowley. Finance Director from 1990 to 2000. Joined Reuters in 1978 taking financial responsibility for Europe in 1981. Became Joint Company Secretary in 1988. Group Financial Controller in 1989, and Company Secretary from 1991 to 1993. Responsible for new business information products, media and new business ventures since 1996. Non-executive director of Prudential plc. Age 51.

Charles Sinclair. Group Chief Executive of Daily Mail and General Trust plc since 1988. Non-executive director of Euromoney Institutional Investor plc and Schroders plc. Fellow of the Institute of Chartered Accountants. Member of the Audit and Nomination Committees and Chairman of the Remuneration Committee. Age 52.

Ian Strachan. Non-executive director of Transocean Sedco Forex and Instinet Group LLC. Former Deputy Chairman of Invensys plc (1999-2000). Former CEO of BTR plc (1996-1999). Former Deputy CEO (1991-1995) and CFO (1987-1991) of Rio Tinto plc. Former non-executive director of Commercial Union plc (1990-1996). Former CFO of Johnson & Higgins (1986-1987). Held various senior positions in Exxon (1970-1986) including Chairman and CEO of the Esso Group of companies in Hong Kong and China (1982-1983). Member of the Audit, Remuneration and Nomination Committees. Age 57.

Rosemary Martin. Joined Reuters in 1997 as Deputy Company Secretary. Former Partner in London law firm Rowe & Maw.

Stephen Mitchell. Joined Reuters in 1996 as Deputy General Counsel. Acted as General Counsel for Reuters America during 1997. Company Secretary 1998 to 1999. Former Partner in Australian law firm Freehill, Hollingdale & Page.

David Ure. Former Executive Director responsible for group technical strategy and Reuters Trading Solutions division. From 1992 to 1998, responsible for group marketing and technical policy. Prior to that he headed Reuters operations in Europe, Middle East and Africa. He joined the company in 1968 as a trainee journalist. Non-executive director of TIBCO Software Inc., and Multex Investor Europe Limited.

André Villeneuve. During 1999 acted as Executive Director of Strategic Planning. Headed Reuters geographical operating units from 1992 to 1998 and managed the company’s business in North America from 1983 to 1991 including Latin America from 1989. He joined Reuters as a journalist in 1967.

Geoff Weetman. Joined Reuters in 1973 as a Regional Accountant based in Switzerland. Following a brief spell in London, he moved to Asia and held a number of senior positions in Hong Kong and Japan, finally becoming Managing Director, Reuters Asia, in 1992. He returned to London in 1997 and for a year acted as Managing Director of Media and New Business Ventures.

Reuters Group PLC Annual Report and Form 20-F 2000  13

Reuters is committed to high standards of corporate governance and has complied throughout 2000 with the principles of corporate governance set out in Section 1 of the Combined Code save that the service contracts of Peter Job, Rob Rowley and Jean-Claude Marchand are terminable by the company, in effect, on two years’ notice. However, consistent with the company’s move towards having executive directors’ service contracts terminable on not more than one year’s notice, Philip Green’s appointment is terminable on one year’s notice and David Grigson’s appointment can be terminated on one year’s notice after an initial period ending in August 2001.

The Board and executive

The Board is responsible for the Group’s system of corporate governance and is ultimately accountable for the Group’s activities throughout the world. As at 16 February 2001, there were six executive directors and eight independent non-executive directors, including the Chairman who is responsible for running the Board. Each year the directors, other than the Chairman, meet to review the role of the Chairman (Sir John Craven, the senior independent non-executive director, chairing the meeting) and once a year the Chairman and the non-executive directors meet to review the performance of the executive directors.

The Board is scheduled to meet at least six times a year and, in addition, it has an annual strategy review meeting. A schedule of matters is reserved for the Board’s decision. The directors are bound by the company’s articles to pay due regard to the Reuters Trust Principles. The Board views these as central to Reuters standing and commercial success and gives support to the Reuters Founders Share Company Limited in its duty of safeguarding them. The Trust Principles and other relevant information are set out on page 82.

Regular and ad hoc reports and presentations to the Board and its committees ensure that the directors are supplied, in a timely fashion, with the information they need. The directors also have access to the company secretary and they may take independent professional advice at the company’s expense, although no such advice was sought during 2000.

Non-executive directors are appointed for a term of six years, subject to agreement after three years that the term should continue. All directors are subject to election by shareholders at the first opportunity after their appointment and to re-election thereafter at intervals of no more than three years. Non-executive directors receive a series of briefings about Reuters when they join the Board and they periodically visit Reuters offices throughout the world where they are briefed on various aspects of the Group’s operations. Training for executive directors is available as appropriate and a training programme designed for Reuters in conjunction with the Institute of Directors is run for directors of the company and its subsidiaries.

The Board delegates specific responsibilities to the following committees:

The Group Executive: this committee is chaired by the Chief Executive and is authorised to implement strategy and to manage the Group. During 2000 the Group Executive comprised the executive directors, André Villeneuve (Chairman of Instinet), David Ure (Chairman of Radianz and adviser to the Reuters Board), Geoffrey Weetman (Director of Human Resources), Stephen Mitchell (General Counsel) and Rosemary Martin (Secretary).

The Audit Committee: chaired by Dick Olver and comprising all the non-executive directors other than Ed Kozel. This committee meets at least twice a year with the Chief Executive, the Finance Director, the Head of Audit and Global Risk Assurance and the external auditors and reviews the processes for financial reporting, internal control, risk assessment, the audit and compliance assurance, the independence of the Group’s internal and external auditors and the effectiveness of the Group’s system of accounting, its internal financial controls and the internal and external audit functions.

The Remuneration Committee: this committee meets as required. Its remit is to determine specific remuneration packages for each of the executive directors and any other remuneration issues which affect the interests of shareholders, in particular remuneration or option plans using shares. The committee is chaired by Charles Sinclair and its members are Sir Christopher Hogg, Sir John Craven, Ed Kozel, Dennis Malamatinas, Roberto Mendoza, Dick Olver and Ian Strachan.

The Nomination Committee: this committee, which meets when required, comprises the non-executive directors and the Chief Executive and is chaired by Sir Christopher Hogg. It makes recommendations to the Board about future appointments of directors and the Chief Executive.

Relations with shareholders

The executive directors meet regularly with institutional shareholders and analysts. Investor relations departments in London and New York are dedicated to improving communications between Reuters and its shareholders. The company’s annual general meeting is used as an opportunity to communicate with private investors. At its annual general meeting the company announces the level of proxies lodged on each resolution and the balance for and against the resolution after the resolution has been voted on by a show of hands. The results of voting (including the levels of voting abstentions) at the annual general meeting in 2001 will be available on the company’s website: www.reuters.com.

Directors’ responsibilities, internal controls and financial reporting

The directors’ responsibilities and the Group’s process for internal controls and financial reporting are set out on page 25.

14  Reuters Group PLC Annual Report and Form 20-F 2000

Remuneration objectives

Last year, we said that remuneration policy has never been more important than it is today. That statement is as valid now as it was then. We believe that the main limitation on what Reuters can achieve in its chosen area of activity is our ability to source, motivate and harness the skills of our people. The competition for those people is as intense as ever and Reuters must ensure that it is winning the war for talent.

The benchmark for remuneration in our industry continues to be US practice. The talents which our staff possess are truly international and the industry in which we stand is ever more mobile. Both large and start-up companies in the US offer stock options which pay out on the basis of a company’s stock price, with no other performance links. Reuters believes that, to compete, it must be prepared to do the same. However, individuals must demonstrate performance to earn options.

Reuters should also do its best to ensure that remuneration policy is seen to be equitable by all employees. Terms governing salary, pension and benefits are basically set by market conditions in each country. However, Reuters believes variable rewards for internationally mobile management, based on the performance of the Group and the company’s share price, cannot differ too much from place to place. It also believes managers rewarded for delivering good growth should be expected to maintain outright shareholdings in the company, in order to preserve identity of interest between them and the generality of shareholders.

All staff in Reuters should also be given the opportunity to share in the company’s success and support its values. Since the beginning of its life as a public company, Reuters has offered save-as-you-earn share rewards to its staff all over the world. Another all-employee option scheme, Plan 2000, will mature in 2001.

Remuneration policies

Salaries: will be competitive when compared against those of other companies operating in the same markets.

Annual bonuses: Reuters provides annual incentive bonuses to encourage management to achieve predetermined annual performance targets.

Competitive market compensation: annual cash compensation packages for senior managers should be capable of reaching the upper quartile of the market where maximum performance bonus is earned.

Benefits: Reuters provides benefits according to local practice.

Pensions: as appropriate to the local market.

Long-term benefits, including share plans: Reuters seeks to provide long-term benefits which are competitive in the appropriate market and consistent with the interests of shareholders. Certain subsidiaries and joint venture companies have incentive plans which enable their key executives and employees to acquire shares in their company.

Executive directors’ remuneration

The 2000 remuneration packages of executive directors consisted of annual salary, health and car benefits, prolonged disability insurance, an annual cash bonus plan, pension contributions and participation in a performance-linked share plan and all-employee share schemes.

In setting the 2000 salary levels the Remuneration Committee was assisted by reports prepared by independent professional consultants which compared Reuters remuneration packages with the median levels of the FTSE top 50 companies.

For 2000 the executive directors’ bonuses were capped at 70% of salary and for all directors other than the Chief Executive depended on the extent to which three targets were met. The first target, covering 20% of the bonus, related to the growth in operating profit before goodwill at constant exchange rates. The second target, covering 40% of the bonus, was based on the growth of divisional profits and the third target, 40% of the bonus, was based on the achievement of the Group’s year 2000 strategic targets. The Chief Executive’s bonus goals were split equally between the company’s operating profit and achieving the strategic targets. Bonus targets were substantially met.

Directors’ bonuses amounted to 1.3% of total cash bonuses paid to all employees of the Group.

Executive directors’ service contracts

The appointment of two new directors, Philip Green and David Grigson, are terminable by the company on one year’s notice. Both appointments have an initial term of two years expiring at the end of August 2001 and July 2002, respectively. The arrangements with them provide that any termination payment will not exceed an amount equal to the sum of the director’s annual salary, bonus and 12 months’ pension contributions paid by the company. Peter Job, Rob Rowley and Jean-Claude Marchand benefit from an effective two-year notice period. The Remuneration Committee considers this notice period is appropriate having regard, amongst other things, to their long years of service. The termination benefits for Peter Job, Rob Rowley and Jean-Claude Marchand will not exceed twice the sum of annual salary and benefits. Tom Glocer’s service contract is currently under negotiation.

Remuneration of the non-executive directors

The Chairman’s remuneration comprises salary, life assurance, prolonged disability insurance and pension.

Basic remuneration of the other non-executive directors is determined by ordinary resolution of the shareholders in general meeting and rose from £33,000 per annum to £35,000 per annum with effect from 1 January 2000.

Reuters Group PLC Annual Report and Form 20-F 2000  15

Ian Strachan was appointed a non-executive director of Instinet on 5 September 2000. His fees include £21,379 earned from Instinet.

At the time of his resignation, John Parcell received a lump sum payment of £1,189,000, which comprised an amount of £689,000 equivalent to two years salary and £500,000 in respect of foregone long-term incentive plan awards.

All bonus entitlements were paid in cash except that Peter Job and David Ure waived their bonus entitlements in lieu of the company making equivalent contributions to individual money purchase pension plans on their behalf.

Non-director Executive Officers are members of the Reuters Group Executive Committee and are identified as senior managers on page 12 of this report. Tom Glocer and Philip Green were also members of this committee prior to their appointment as directors.

16  Reuters Group PLC Annual Report and Form 20-F 2000

Directors’ pension arrangements

The executive directors who joined the pension arrangements in the UK prior to April 1999 are entitled to a pension of two-thirds of basic salary on retirement from Reuters at the normal retirement age of 60. Post retirement increases are expected to be in line with inflation (guaranteed up to the level of 5% per annum and discretionary above that level). Reduced pensions are payable on early retirement before age 60. Enhanced terms may apply on early retirement.

In the event of death before retirement, a spouse’s pension of four-ninths of the executive’s basic salary is payable, together with a capital sum equal to four times the aggregate of basic salary and taxable health and car benefits and a refund with interest of the executive director’s own contributions. On death in retirement, the executive director’s spouse will receive a pension equal to two-thirds of that payable to the executive director.

Pension contributions for executive directors are expressed as an average contribution rate, which for 2000 was 21.025%, of basic salaries.

The Chairman has been admitted as a member of the Reuters Pension Fund for the purpose only of providing a fixed lump sum benefit of £300,000 for his dependants in the event of his death in service.

Pension benefits earned by the above directors are:

On his resignation from the Board, John Parcell took early retirement with an immediate pension equal to his deferred pension payable from age 60, but unreduced for early payment.

Newly appointed executive directors participate in defined contribution pension arrangements. The pension contributions in respect of these three directors were:

Under an unfounded pension arrangement the Chairman is entitled to a pension of 2.5% of his annual fee times the number of years service, from the date of his appointment as Chairman in May 1985 to the date his office terminates.

The total amount set aside or accrued by Reuters in 2000 to provide pension and similar benefits for the directors, including employer’s contributions to individual money purchase pension plans on behalf of Peter Job and David Ure, was £1.3 million and for the directors and the non-director executive officers as a group, was £2.1 million.

Reuters Group PLC Annual Report and Form 20-F 2000  17

LONG-TERM PLANS BENEFITING EXECUTIVE DIRECTORS

Long-term incentive share plan

Since 1993, Reuters has operated a long-term incentive share plan under which annual awards of share rights are made to executive directors and certain key executives. Vesting of the awards depends on performance in terms of total return to shareholders over a three- to five-year period. Awards vesting under the plan are not released until at least five years from the date of grant. Under the terms of the plan the number of share rights awarded annually to each executive is determined by dividing his annual salary by the average of the daily closing price of Reuters shares for the previous year.

In 2000 the Remuneration Committee approved an amendment to the plan permitting the grant of an award to an individual who, under the terms of the plan, would not otherwise be eligible, or at an amount that exceeds that allowed by the plan rules, or under terms that vary from the plan rules. This change was permitted by the UK Listing Authority (UKLA). David Grigson received his 2000 award under these provisions. Eligibility under the normal terms of the plan is limited to those holding the position of director or senior executive on or before 30 June in the year of the grant. David Grigson joined Reuters on 1 August 2000 and his 2000 award was part of his recruitment terms.

The table over shows the number of shares underlying long-term awards to each executive director and the non-director executive officers as a group, by year of grant:

18  Reuters Group PLC Annual Report and Form 20-F 2000

LONG-TERM PLANS BENEFITING EXECUTIVE DIRECTORS continued

The gains on release are based on 1520p, being the selling price of Reuters ordinary shares, net of commission, on the day of the release.

Reuters Group PLC Annual Report and Form 20-F 2000  19

LONG-TERM PLANS BENEFITING EXECUTIVE DIRECTORS continued

The 1995 awards to John Parcell and André Villeneuve were vested at the dates of their resignations from the Board when the mid-market closing prices of Reuters ordinary shares were 901p and 1007p respectively. Both awards were subsequently released.

No unreleased awards at 31 December 2000 were vested. However, on 1 January 2001 the 1996 awards vested 84%.

Performance under the long-term incentive plan is measured over a three- to five-year period by comparing the total shareholder return (TSR) of Reuters with that of other companies comprising the FTSE 100 at the beginning of the period. Awards vest only after the expiration of this period. The average of the daily closing prices for the immediately preceding 12 months is used as the initial and ending share prices when calculating the TSR.

The companies comprising the comparator group are ranked according to each company’s TSR for the measurement period with the company having the highest, or best, TSR ranked first. Reuters position on the list determines the extent to which plan awards will vest. The pre-set vesting criteria for awards are shown in the table below together with the actual ranking for each award at 31 December 2000. Between the two vesting extremes awards vest on a graduated scale.

The obligations under the plan, and those of the performance-related share plan discussed below, will be met from shares held by Reuters employee share ownership trusts (ESOTs). The costs are charged to profit over the vesting periods.

LONG-TERM PLANS BENEFITING EXECUTIVES OTHER THAN DIRECTORS

Performance-related share plan

Since 1995 Reuters has operated a performance-related share plan for senior executives not participating in the long-term incentive share plan. Under this plan, the performance-related share plan, awards have been made to approximately 1,100 executives. The rules for vesting are similar to those currently operating for the long-term incentive share plan. The 1998 award vested 100% on 1 January 2001.

Participants in the 2000 award received rights to a total of 2.9 million shares (1999: 3.8 million; 1998: 1.9 million).

Deferred bonus share plans

Deferred bonus share awards were granted in early 2000 to 104 senior managers, excluding the executive directors. The awards were made as a special 1999 deferred bonus and are conditional on continued employment, generally for a two-year retention period ending in February 2002 when they will be released. The 1.4 million shares awarded will be met from shares held by Reuters ESOTs. Included in the awards were grants to non-director executive officers of, in aggregate, 180,000 shares.

Discretionary stock option plan (DSO)

A new global discretionary stock option plan was approved by the Remuneration Committee in October 2000. Options with an aggregate face value not exceeding £140 million are being granted to approximately 4,000 executives, excluding executive directors. One half of the options (4.5 million shares) were granted in December 2000 at an exercise price equivalent to the market value at the date of grant of 1139p. Vesting will occur over four years, generally 25% per annum, expiring seven years after grant. Reflecting the addition of the new option scheme, the number of participants and size of awards to be granted in 2001 under the performance-related share plan described above, will be less than in prior years.

Current obligations under this plan will be met from shares held by the ESOTs.

20  Reuters Group PLC Annual Report and Form 20-F 2000

LONG-TERM PLANS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

Instinet Group LLC — Instinet 2000 stock option plan

During 2000, a plan was established permitting the grant of options for up to 10% of the number of outstanding shares of common stock of Instinet Group LLC. Under the terms of the plan, options may be granted to directors and employees of Instinet at an exercise price of not less than fair market value at the date of grant. Options vest in instalments over a four-year period with a term not exceeding 10 years.

At 31 December 2000, options outstanding related to 6,892,850 Instinet shares, equivalent to 3.8% of Instinet’s common stock. Included were options relating to 167,000 shares granted to an executive officer of Reuters, at an exercise price of $15 per share, vesting through March 2004 and expiring in March 2007. Options have been granted to approximately 1,600 employees and have an exercise price of $15.00 or $16.30 per share with a term of seven years.

Radianz Limited — Radianz 2000 stock option plan

Radianz, the joint venture between Reuters and Equant, has adopted an all-employee share option plan covering up to 15% of its equity. Under the terms of the plan, options may be granted, at not less than fair market value, to directors and employees of Radianz. Options will become exercisable according to a vesting schedule, generally covering a period of four years and expiring at the end of seven years.

Obligations under the option plan are to be met from shares held by the Radianz Employee Trust. At 31 December 2000 options outstanding related to approximately 10.9% of Radianz issued capital.

Included in those outstanding, were options relating to 2,350,571 shares granted to an executive officer of Reuters. The options are at an exercise price of $6.81 per share, vesting through July 2004 and expiring in July 2007. These options represent 1% of Radianz share capital on a fully diluted basis.

TIBCO Finance Technology Inc. — stock option plan

Following the creation, in late 1996, of TSI, to exploit middleware products outside the finance industry, an option plan was established over TSI shares for employees of TIBCO Finance Technology, a wholly owned subsidiary of Reuters. These options are being satisfied through existing TSI shares owned by Reuters. As at 31 December 2000 options had been granted to TIBCO Finance employees equivalent to approximately 15% of TSI on a diluted basis.

Other subsidiaries

A number of small subsidiaries in the Group operate profit sharing plans or option plans over their own unissued shares.

ALL-EMPLOYEE SHARE PLANS

Plan 2000

In 1998 an all-employee option plan was introduced. All staff had the chance to apply for a single award of options to acquire 2000 shares, generally at an exercise price of 550p per share being the market price at the date of grant. At 31 December 2000 options to acquire a total of 24,724,000 shares were outstanding to over 12,000 employees and are generally exercisable in September 2001, expiring in September 2005.

Save-as-you-earn (SAYE) and stock purchase plans

Employees are eligible to save a fixed sum each month and to use these funds to exercise options over Reuters shares. Generally, the exercise price is fixed at 20% below the market price at the start of the savings period. The maximum monthly savings is £250 for up to five years.

Reuters also offers an employee stock purchase plan for most US-based employees in which employees can elect to participate in lieu of the SAYE Plan. Monthly savings are transferred to a designated broker who purchases ADSs at available market prices for the accounts of the employees.

Reuters Group PLC Annual Report and Form 20-F 2000  21

DIRECTORS’ AND EXECUTIVE OFFICERS’ OPTIONS

Vested options on Reuters Group PLC ordinary shares held by directors and executive officers during 2000 were as follows: