UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2023

Commission File Number: 1-31349

THOMSON REUTERS CORPORATION

(Translation of registrant’s name into English)

333 Bay Street, Suite 300

Toronto, Ontario M5H 2R2, Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☐            Form 40-F  ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

The information contained in Exhibit 99.1 of this Form 6-K is incorporated by reference into, or as an additional exhibit to, as applicable, the registrant’s outstanding registration statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 26, 2023

EXHIBIT INDEX

Exhibit 99.1

Management Proxy Circular and

Notice of Annual and Special Meeting of Shareholders

June 14, 2023

Notice of Annual and Special Meeting of Shareholders of Thomson Reuters Corporation

We are pleased to invite you to attend our 2023 annual and special meeting of shareholders.

To our Shareholders,

We are pleased to invite you to attend the 2023 Thomson Reuters annual and special meeting of shareholders on Wednesday, June 14, 2023 at 12:00 p.m. (Eastern Daylight Time).

We are holding the meeting as a virtual only meeting, which will be conducted through a live webcast. Shareholders will have an opportunity to attend, submit or ask questions and vote at the meeting in real time through a web-based platform, regardless of geographic location. Shareholders will not be able to attend the meeting in person.

Business of the Meeting

At the meeting, shareholders will be asked to:

1. Receive our consolidated financial statements for the year ended December 31, 2022 and the auditor’s report on those statements;

2. Elect directors;

3. Appoint PricewaterhouseCoopers LLP as the auditor and authorize the directors to fix the auditor’s remuneration;

4. Consider an advisory resolution on executive compensation;

5. Consider, pursuant to an interim order of the Ontario Superior Court of Justice (Commercial List) dated April 21, 2023, and, if deemed advisable, to approve, with or without amendment, a special resolution approving a plan of arrangement pursuant to Section 182 of the Business Corporations Act (Ontario) (OBCA) under which Thomson Reuters Corporation will (i) make a cash distribution of US$4.67 per common share, or approximately US$2.2 billion in the aggregate and (ii) consolidate its outstanding common shares (or “reverse stock split”) on a basis that is proportional to the cash distribution, as described in the accompanying circular; and

6. Transact any other business properly brought before the meeting and any adjourned or postponed meeting.

You can read about each of these items in more detail in the accompanying management proxy circular. A copy of the text of the special resolution and a copy of the plan of arrangement related to item 5 are attached as Appendices B and C, respectively, to the circular. At the meeting, you will also have an opportunity to hear about our 2022 performance and our plans for Thomson Reuters going forward.

Management Proxy Circular and Notice of Annual and Special Meeting of Shareholders

Participating in the Meeting

The process for participating in the virtual meeting depends on whether you’re a registered or non-registered shareholder. You can find more information about these terms in the “Voting Information and How to Attend” section of the accompanying management proxy circular.

Please carefully follow the instructions in the “Voting Information and How to Attend” section of the accompanying management proxy circular and on your form of proxy or voting instruction form (VIF).

Record Date

You are entitled to vote at the meeting, and any adjourned or postponed meeting, if you were a holder of our common shares as of 5:00 p.m. (Eastern Daylight Time) on April 21, 2023.

Management Proxy Circular and Notice of Annual and Special Meeting of Shareholders

Notice-And-Access

We are using the “notice-and-access” system for the delivery of our proxy materials through our website, www.tr.com, similar to last year’s meeting. Shareholders who receive a notice have the ability to access the proxy materials on our website and to request a paper copy of the proxy materials. Instructions on how to access the proxy materials through our website or to request a paper copy may be found in the notice. Electronic delivery reduces the cost and environmental impact of producing and distributing paper copies of documents in very large quantities. It also provides shareholders with faster access to information about Thomson Reuters.

Shareholders who have already signed up for electronic delivery of proxy materials will continue to receive them by e-mail.

Voting

Your vote is important. If you’re unable to attend the meeting, please vote by proxy. The proxy form contains instructions on how to complete and send your voting instructions. If you hold your shares through a broker or other intermediary, you should follow the procedures provided by your broker or intermediary.

If you’re a registered shareholder, our transfer agent, Computershare Trust Company of Canada, must receive your proxy or voting instructions no later than 5:00 p.m. (Eastern Daylight Time) on Monday, June 12, 2023 or if the meeting is adjourned or postponed, no later than 48 hours (excluding Saturdays, Sundays and holidays) before any adjourned or postponed meeting. If you’re a registered shareholder and have any questions or need assistance voting your shares, please call Computershare Trust Company of Canada, toll-free in Canada and the United States, at 1.800.564.6253.

Non-registered/beneficial shareholders will be subject to earlier voting deadlines as specified in their proxy or voting instructions.

Thank you for your continued support of, and interest in, Thomson Reuters.

Very truly yours,

David Thomson Chairman of the Board		Steve Hasker President & Chief Executive Officer
April 26, 2023

Management Proxy Circular and Notice of Annual and Special Meeting of Shareholders

Letter to Shareholders

To our Shareholders,

2022 brought gradual easing of the global pandemic, elevated inflation across most countries, and a protracted war in Ukraine. Businesses continued to adapt to new ways of working, and AI showed early signs of accelerated development. While these global news stories were unfolding, the regulatory and compliance environment grew ever more complex, placing additional pressures upon lawyers, tax and accounting, and risk professionals. The Trust Principles and our purpose, ‘To Inform the Way Forward,’ guide us as a company. We continue to provide the industry with expertise, technology and content that empowers professionals and institutions to solve complex problems and execute difficult decisions with confidence.

As always, we are grateful for the important role that you, our shareholders, continue to play.

2022 Achievements

2022 was a year of great progress and change at Thomson Reuters. We have continued to invest in the success of our customers, our colleagues, and our shareholders.

In 2022, we successfully completed our two-year Change Program, achieving our overarching goals of transitioning Thomson Reuters from a holding company to an operating company, and from a content company to a content-driven technology company. We invested nearly $600 million in customer experience and innovation, whilst at the same time creating $540 million of run-rate operating cost savings across our company.

The Change Program provides a strong foundation for our future growth. A simpler product portfolio allows us to prioritize investment on the finest opportunities for our customers and our company. Improved customer-facing capabilities, modernized technology, streamlined infrastructure and world-class talent ensure continued success for our longstanding partnerships forged upon trust. While this work is ongoing, we are proud of what has been achieved. Our simplified operations enable a more focused and performance-driven company, with improved organic revenue growth, profitability, and an unwavering focus on our customers’ success.

Throughout the year we continued to drive innovation in our markets for our customers. A highlight was the September launch of Westlaw Precision, the latest version of our flagship legal franchise, which extends our legacy of customer-driven innovation. Precision leverages unique content, leading software, and world-class AI to provide a meaningful improvement in the efficiency and accuracy of legal research, allowing our customers to conduct research more than twice as fast while reducing the risk of missing relevant cases. Our customers require simple and embedded solutions that save them both time and costs. 2022 also witnessed a host of new offerings and enhancements across the portfolio, as well as new third-party product integrations.

Inorganic opportunities were pursued to better serve our markets. In January 2023, we closed on the acquisition of SurePrep, a California-based company whose products leverage leading software and AI models to automate the collection and processing of tax documents, providing efficiency and accuracy benefits for our customers. In combination with our leading tax research and compliance software, SurePrep allows us to offer truly end-to-end automated workflow solutions. This acquisition followed three smaller acquisitions throughout 2022 and reflects our multi-channel approach to deliver innovative, market-leading solutions.

The above efforts drove strong financial performance for the year, meeting or exceeding our key 2022 guidance metrics. For the full year, our organic revenues grew 6%, and our core markets remain stable as the fourth quarter marked the seventh consecutive quarter that our “Big 3” segments – Legal Professionals, Corporates, and Tax & Accounting Professionals – have grown at least 6% organically. Our adjusted EBITDA for the year increased 18% to $2.3 billion, resulting in a margin of 35.1%, and adjusted EPS for the year was up 31% to $2.56. In February of this year, we announced a 10% increase in our annualized dividend, representing the 30th consecutive year of dividend increases.

Management Proxy Circular and Notice of Annual and Special Meeting of Shareholders

Our Opportunity

As we look to 2023 and beyond, we remain committed to delivering real value for our customers and our shareholders and remain in an enviable position to do so.

Technology will support us in our mission to digitally transform the foundations of legal, tax, risk and compliance, and a free press. We will continue to innovate across our markets, driven by world-class applications of AI and market-leading partnerships. We are committed to shaping the future of the professionals we serve through a smarter, connected product portfolio supported by world-class talent.

Successful completion of the Change Program allows us to stay better focused on pursing investment in our best opportunities, and where our customers and shareholders can envisage tangible benefits. We expect our digital-first and reimagined customer experience to drive closer partnerships, greater retention, and smarter ways of working with our customers.

In addition to driving organic growth through technology and innovation, we are also focused on creating shareholder value through the deployment of an estimated $11 billion of capital capacity between now and 2025 from the proceeds of our London Stock Exchange Group plc (LSEG) shares and our growing free cash flow. We will pursue a balanced approach to deploying this capital that includes annual dividend growth, strategic M&A, and shareholder returns. On April 4, 2023, we launched a $2.2 billion return of capital and share consolidation, discussed in more detail below. We will also maintain a disciplined approach to M&A, focusing on high-quality assets that meet our customers’ evolving needs while reinforcing our leading market positions.

Across the professions and institutions we serve, we are delivering expertise, technology and content that expand our opportunity to automate our customers workflows, and better connect their worlds.

Return of Capital Transaction

The proposed return of capital transaction requires shareholder approval. The purpose of this meeting is to, among other things, consider and vote upon a special resolution approving a statutory arrangement to implement the return of capital transaction. The transaction consists of:

The proposed return of capital transaction is intended to distribute cash on a basis that is generally expected to be tax-free for Canadian tax purposes. Certain shareholders who are taxable in a jurisdiction outside of Canada (including taxable U.S. resident shareholders and others) (referred to as “Eligible Opt-Out Shareholders”) will be able to opt out of the transaction. This right to opt out is being provided to those shareholders because in jurisdictions other than Canada the tax consequences of not participating in the transaction may be preferable to those associated with participating in the transaction. If you are an Eligible Opt-Out Shareholder and choose to opt out, you will not receive the cash distribution and will continue to hold the same number of shares that you currently hold.

The details of the transaction are described in the accompanying management proxy circular and other related materials.

To become effective, the special resolution approving the arrangement must be approved by at least two-thirds of the votes cast at the meeting. Our principal shareholder, The Woodbridge Company Limited, which owns approximately 69% of our outstanding common shares, has indicated that it will vote in favour of the resolution. Accordingly, we expect the resolution will be approved. The arrangement also requires the approval of the Ontario Superior Court of Justice (Commercial List).

The board of directors, upon careful consideration of a number of factors, has determined that the proposed arrangement is in the best interests of our company and unanimously recommends that you vote to approve the arrangement.

You are invited to attend the annual and special meeting. However, if you are unable to attend, please vote by proxy. If you have any questions about how to vote your shares or, if you are an Eligible Opt-Out Shareholder, how to opt out of the proposed return of capital transaction, please call Computershare Investor Services Inc., toll-free in Canada and the United States, at 1.800.564.6253 (if you are a registered shareholder), your intermediary (if you are a non-registered shareholder), or D.F. King & Co., Inc., the Information Agent, toll-free in Canada or the United States at 1.866.864.4943.

If shareholders approve the arrangement, it is expected to become effective on or about June 23, 2023.

Management Proxy Circular and Notice of Annual and Special Meeting of Shareholders

Our Role in the World

Our purpose is brought to life each day through the work of our global colleagues. The ability to attract and retain world class talent remains core to our success as we believe progress is derived by the ideas and experiences of our people. We strive to foster an ever-inclusive workplace in which colleagues have every opportunity to reach their full potential.

The pandemic has affected all of our lives in a profound way, and the offer of support and greater flexibility for our employees has never been more crucial. Thomson Reuters Flex My Way was launched last year and offers flexible working arrangements in locations other than the employee’s home or office for up to eight weeks per year, expanded caregiver paid time off, and enhanced bereavement leave.

Thomson Reuters has received more than 20 awards in 2022 that globally recognize our company as a top employer, a best place to work for LGBTQ+ communities, a female-friendly company, and a best workplace for persons with disabilities, among others.

We are immensely proud of the work our colleagues produce each day, especially our Reuters journalists, who work tirelessly to shine light in the darkest corners of the earth. In 2022, we celebrated their achievements of four Pulitzer Prizes, including to the late Danish Siddiqui, for outstanding journalism that helps foster free, fair, and informed societies.

Our robust ESG efforts across the globe further uplifted our purpose. We are a company focused on making the foundations of societies stronger, and we strive to do so by creating opportunities for innovation, community investment, volunteer impact, and sustainable corporate citizenship. Our longstanding commitment to supporting communities in which we live and work was displayed through volunteering and acts of service. Our colleagues once again enhanced their efforts in 2022, volunteering more than 68,000 hours to various causes. Please visit our Social Impact Institute for more information about our company’s and colleagues’ commitment to social impact in our communities.

Thomson Reuters remains in a great position to continue investing in our customer’s success with a strong and sustained financial performance, healthy balance sheet, partnerships shaped upon trust, and playing a critical role in society.

Our customers and colleagues are most grateful for your ongoing commitment to Thomson Reuters. Your support allows us to work towards a more trusting, transparent, informed, and prosperous future amidst a world of sea change.

Certain statements in the letter are forward-looking. These forward-looking statements are based on certain assumptions and reflect our current expectations. As a result, forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. Some of the factors that could cause actual results to differ materially from current expectations are discussed in the “Risk Factors” section of our 2022 annual report as well as in other materials that we from time to time file with, or furnish to, the Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission (SEC). There is no assurance that any forward-looking statements will materialize. You are cautioned not to place undue reliance on forward-looking statements, which reflect expectations only as of this date. Except as may be required by applicable law, we disclaim any intention or obligation to update or revise any forward-looking statements.

Management Proxy Circular and Notice of Annual and Special Meeting of Shareholders

Shareholder resources on our website

Annual and Special Meeting of Shareholders

Corporate Governance Documents

Environmental, Social and Governance (ESG)

Products and Services – www.tr.com

Investor Relations – ir.tr.com

Management Proxy Circular and Notice of Annual and Special Meeting of Shareholders    Page 1

Frequently Referenced Information

Table of Contents

Page 2    Management Proxy Circular and Notice of Annual and Special Meeting of Shareholders

Management Proxy Circular and Notice of Annual and Special Meeting of Shareholders    Page 3

Glossary of Terms

In this circular, unless the subject matter or context of this circular is inconsistent with these defined terms the following terms have the following meanings:

“Aggregate Cash Distribution Amount” means the Cash Distribution Per Share multiplied by the number of participating shares issued and outstanding immediately prior to the Effective Time.

“Arrangement” means the arrangement pursuant to the provisions of Section 182 of the OBCA on the terms and subject to the conditions set out in the Plan of Arrangement as supplemented, modified or amended.

“Blackstone’s consortium” means The Blackstone Group and its subsidiaries, and private equity funds affiliated with Blackstone.

“Business Day” means any day, other than a Saturday, a Sunday, a statutory holiday in Toronto, Ontario, Canada, or a United States federal holiday.

“Canadian Resident Shareholder” has the meaning set forth in the section entitled “Income Tax Considerations – Certain Canadian Federal Income Tax Considerations – Shareholders Resident in Canada”.

“Cash Distribution Per Share” means US$4.67.

“common shares” means the common shares in the capital of Thomson Reuters Corporation, except as the context otherwise requires.

“Court” means the Ontario Superior Court of Justice (Commercial List).

“Depositary” means Computershare Investor Services Inc. at its offices set out in the Letter of Transmittal.

“Effective Date” means the date the Arrangement is effective under the OBCA.

“Effective Time” means 3:01 a.m. (Eastern Daylight Time) on the Effective Date, or such other time on the Effective Date as we may determine.

“Eligible Opt-Out Shareholder” has the meaning set forth in the section entitled “Information Regarding the Return of Capital Transaction – Terms of the Arrangement – Opt-Out Right”.

“Final Order” means a final order from the Court approving the Arrangement under subsection 182(5) of the OBCA, as such order may be affirmed, amended or modified by any court of competent jurisdiction.

“Information Agent” means D.F. King.

“Interim Order” means the interim order of the Court dated April 21, 2023 under subsection 182(5) of the OBCA containing declarations and directions with respect to the Arrangement, as such order may be affirmed, amended or modified by any court of competent jurisdiction, a copy of which is attached as Appendix D.

“LSEG Transaction” has the meaning set forth in the subsection entitled “Background to and Reasons for the Return of Capital Transaction”.

“Letter of Transmittal” means the letter of transmittal for use by registered shareholders, in the form accompanying this circular (printed on yellow paper).

“New Common Shares” means the new common shares to be created pursuant to the Plan of Arrangement with rights, privileges, restrictions and conditions as set out in Schedule “A” to the Plan of Arrangement.

“Non-Canadian Resident Shareholder” has the meaning set forth in the section entitled “Income Tax Considerations – Certain Canadian Federal Income Tax Considerations – Non-Canadian Resident Shareholders”.

“opt-out deadline” means 5:00 p.m. (Eastern Daylight Time) on the Business Day prior to the date of the annual and special meeting.

“Opt-Out Election and Certification Form” means the Opt-Out Election and Certification Form for use by registered Eligible Opt-Out Shareholders in the form accompanying this circular (printed on blue paper).

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“opt-out right” means the right of an Eligible Opt-Out Shareholder to opt out of the Return of Capital Transaction in accordance with the provisions of the Plan of Arrangement and the Opt-Out Election and Certification Form.

“opting-out shareholder” means a shareholder that has duly exercised its opt-out right.

“participating shareholder” means a shareholder other than an opting-out shareholder.

“participating shares” means the shares held by participating shareholders.

“Plan of Arrangement” means the plan of arrangement attached to this circular as Appendix C, as amended or supplemented from time to time in accordance with the terms thereof.

“PUC” means “paid-up capital” as defined in subsection 89(1) of the Tax Act.

“Return of Capital Transaction” means the transaction to be effected under the Arrangement.

“Share Consolidation Ratio” has the meaning set forth in the section entitled “Information Regarding the Return of Capital Transaction – Terms of the Arrangement – Share Consolidation Ratio”.

“special resolution” means the special resolution, attached as Appendix B to this circular, with or without amendment, being considered by shareholders at the annual and special meeting.

“Tax Act” means the Income Tax Act (Canada), RSC 1985, c.1 (5th Supp), as amended.

“Thomson Reuters”, “we”, “us”, “our” or “our company” means Thomson Reuters Corporation and our consolidated subsidiaries, except for such references under “Information Regarding the Return of Capital Transaction” (other than the sections entitled “Background to and Reasons for the Return of Capital Transaction’’ and ”Certain U.S. Federal Income Tax Considerations”), where such terms mean Thomson Reuters Corporation.

“U.S. Treaty” means the Convention between Canada and the United States of America with Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended.

“Woodbridge” means, collectively, The Woodbridge Company Limited and other companies affiliated with it.

“YPL” means York Parent Limited, the entity that owns LSEG shares, which is jointly owned by our company and the Blackstone consortium. A group of current LSEG and former members of Refinitiv senior management also owns part of YPL. References to YPL also include its subsidiaries.

Management Proxy Circular and Notice of Annual and Special Meeting of Shareholders    Page 5

Fast Facts About Thomson Reuters

Thomson Reuters is a leading provider of business information services. Our products include highly specialized information-enabled software and tools for legal, tax, accounting and compliance professionals combined with the world’s most global news service – Reuters.

The table below describes some of our key operating characteristics:

* The news agreement with the Data & Analytics business of LSEG.

All revenue information reflected in the first table above is based on our 2022 full-year results. Our “Big 3” segments refer to our Legal Professionals, Corporates and Tax & Accounting Professionals segments combined.

For more information about our company, visit www.tr.com

* Non-International Financial Reporting Standards (non-IFRS) financial measures. Please see the note in the “Additional Information” section of this circular.

Page 6    Management Proxy Circular and Notice of Annual and Special Meeting of Shareholders

About this Circular and Related Proxy Materials

We are providing this circular and proxy materials to you in connection with our annual and special meeting of shareholders to be held on Wednesday, June 14, 2023. As a shareholder, you are invited to attend the virtual meeting. If you are unable to attend, you may still vote by completing the enclosed proxy form.

This circular describes the items to be voted on at the meeting and the voting process and contains additional information about executive compensation, corporate governance practices and other matters that will be discussed at the meeting.

Unless otherwise indicated:

In this circular, the terms “we”, “us” and “our” refer to Thomson Reuters Corporation and our consolidated subsidiaries. The term “Woodbridge” refers to The Woodbridge Company Limited and other companies affiliated with it.

Please see the “Voting Information and How to Attend” section of this document for an explanation of how you can vote on the matters to be considered at the meeting, whether or not you decide to attend the meeting.

We are a Canadian company that is considered to be a “foreign private issuer” for U.S. federal securities law purposes. As a result, we have prepared this circular in accordance with applicable Canadian disclosure requirements.

Information contained on our website or any other websites identified in this circular is not part of this circular. All website addresses listed in this circular are intended to be inactive, textual references only. The Thomson Reuters logo and our other trademarks, trade names and service names mentioned in this circular are the property of Thomson Reuters.

Front cover photo credit: REUTERS/Yves Herman.

Management Proxy Circular and Notice of Annual and Special Meeting of Shareholders    Page 7

Business of the Meeting

Highlights

This year’s meeting will cover the following items of business. Additional information is provided in this circular.

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Management Proxy Circular and Notice of Annual and Special Meeting of Shareholders    Page 9

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Voting Information and How to Attend

What is the format of the meeting?

We are holding the meeting as a virtual-only meeting, which will be conducted through a live webcast. Shareholders will have an opportunity to attend the meeting, submit or ask questions and vote in real time through a web-based platform, regardless of geographic location and share ownership. Shareholders will not be able to attend the meeting in person.

Who can vote at the meeting?

If you held common shares as of 5:00 p.m. (Eastern Daylight Time) on April 21, 2023 (the record date), then you are entitled to vote at the meeting or any adjourned or postponed meeting. Each share is entitled to one vote. As of April 21, 2023, there were 470,972,647 common shares outstanding.

We also have 6,000,000 Series II preference shares outstanding, but these shares do not have voting rights at the meeting.

How many votes are required for approval?

A simple majority (more than 50%) of votes cast, during the meeting online or by proxy, is required to approve each item of business other than the Return of Capital Transaction. The special resolution to approve the Return of Capital Transaction must be passed by not less than two-thirds (more than 66.6%) of votes cast by shareholders, during the meeting online or by proxy.

Woodbridge, our principal and controlling shareholder, beneficially owned approximately 69% of our outstanding common shares as of April 21, 2023. Woodbridge has advised our company that it will vote FOR each item of business as recommended by the board of directors.

We have a majority voting policy that applies to the election of directors at the annual meeting of shareholders. This means that if a director receives more “withhold” votes than “for” votes at the meeting, then the director will immediately tender his or her resignation to the Chairman. This would be effective if accepted by the Board. The Corporate Governance Committee will consider a director’s offer to resign and make a recommendation to the Board as to whether to accept it. The Board will accept resignations, except in exceptional circumstances. The Board will have 90 days from the annual meeting to make and publicly disclose its decision by news release either to accept or reject the resignation (including reasons for rejecting the resignation, if applicable). As Woodbridge has indicated that it will vote FOR the election of each director nominee, each director will receive more than a majority of votes at the meeting.

How do I vote?

You have two choices – you can vote by proxy, or you can attend the virtual-only meeting and vote during the meeting by online ballot through the live webcast platform. The voting process is different for each choice. The voting process also depends on whether you are a registered or non-registered shareholder.

You should first determine whether you are a registered or non-registered holder of our common shares. Most of our shareholders are non-registered holders.

Non-registered shareholders are sometimes referred to as “beneficial owners”.

How do I attend and participate in the meeting?

We are holding the meeting in a virtual-only format, which will be conducted through a live webcast. Shareholders will not be able to attend the meeting in person.

How you vote will depend on whether you’re a registered shareholder or a non-registered shareholder (as discussed above).

Registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder) will be able to attend and vote at the meeting online. Guests (including non-registered shareholders who have not duly appointed themselves as proxyholder) can log into the meeting as described below. Guests will be able to listen to the meeting but will not be able to vote at the meeting.

Additional information about participation in the meeting is set forth in our Virtual AGM User Guide which accompanies this circular and is available on our website.

If you attend the meeting, it is your responsibility to have Internet connectivity for the duration of the meeting.

Management Proxy Circular and Notice of Annual and Special Meeting of Shareholders    Page 11

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Management Proxy Circular and Notice of Annual and Special Meeting of Shareholders    Page 13

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How do I submit or ask questions during the meeting?

In writing (type/chat)

Registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder) participating in the meeting may ask questions via the website for the meeting by typing and submitting their question in writing. Select the messaging tab and type your question within the box at the top of the screen. Once finished, press the “send” arrow to the right of the box to submit your question.

By phone

During the meeting, registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder) will also be able to ask questions by phone. To ask a question by phone, send your phone number and subject using the messaging tab (as described above) and the LUMI platform will dial you in the meeting during the Q&A session of the meeting.

Non-registered shareholders who have not duly appointed themselves as proxyholder will be able to attend the meeting as guests but will not be able to submit or ask questions during the meeting.

If you prefer, you may also submit written questions in advance of the meeting which will be addressed during the Q&A session by e-mailing your question to investor.relations@tr.com.

Management Proxy Circular and Notice of Annual and Special Meeting of Shareholders    Page 15

Other Questions and Answers

Can I vote my shares by filling out and returning the notice?

No. The notice sets forth the items to be voted on at the meeting, but you cannot vote by marking the notice and returning it. The notice provides instructions on how to vote.

What’s the deadline for receiving my proxy or voting instructions?

If you are a registered shareholder, your proxy must be received by 5:00 p.m. (Eastern Daylight Time) on Monday, June 12, 2023.

Non-registered shareholders may be subject to earlier deadlines as specified in their proxy or voting instructions.

If the meeting is adjourned or postponed, the proxy cut-off deadline will be no later than 48 hours (excluding Saturdays, Sundays and holidays) before any adjourned or postponed meeting.

How will my shares be voted if I appoint a proxyholder?

Your proxyholder must vote your shares on each matter according to your instructions if you have properly completed and returned a proxy form. If you have not specified how to vote on a particular matter, then your proxyholder can vote your shares as he or she sees fit. If you have appointed our directors named on your proxy form or voting instruction form as your proxyholder, and you have not specified how you want your shares to be voted, your shares will be voted FOR each of the items of business described in this circular.

What happens if any amendments are properly made to the items of business to be considered or if other matters are properly brought before the meeting?

Your proxyholder will have discretionary authority to vote your shares as he or she sees fit. As of the date of this circular, management knows of no such amendment, variation or other matter expected to come before the meeting.

If I change my mind, how do I revoke my proxy or voting instructions?

Non-registered shareholders

You may revoke your proxy by sending written notice to your intermediary, so long as the intermediary receives your notice at least seven days before the meeting (or as otherwise instructed by your intermediary). This gives your intermediary time to submit the revocation to Computershare Trust Company of Canada. If your revocation is not received in time, your intermediary is not required to act on it.

Registered shareholders

You may revoke your proxy or voting instructions in any of the following ways:

Page 16    Management Proxy Circular and Notice of Annual and Special Meeting of Shareholders

How can I contact Computershare Trust Company of Canada or Computershare Investor Services Inc. if I have questions?

You can contact Computershare Trust Company of Canada or Computershare Investor Services Inc. directly at the following numbers:

Who is soliciting my proxy and distributing proxy-related materials?

Thomson Reuters management and directors may solicit your proxy for use at the meeting and any adjourned or postponed meeting. Our management and directors may solicit proxies by mail and in person. We are paying all costs of solicitation. Intermediaries will distribute proxy-related materials directly to non-objecting beneficial owners on our behalf. We are paying for intermediaries to send proxy-related materials to both non-objecting beneficial owners and objecting beneficial owners.

Is my vote confidential?

Yes. Our registrar, Computershare Trust Company of Canada, independently counts and tabulates the proxies and votes cast at the meeting through the live webcast platform to preserve the confidentiality of individual shareholder votes. Proxies are referred to us only in cases where a shareholder clearly intends to communicate with management, in the event of questions as to the validity of a proxy or where it is necessary to do so to meet applicable legal requirements.

Voting results

Following the meeting, we will post the voting results in the “Investor Relations” section of our website, www.tr.com. We will also file a copy of the results with the Canadian securities regulatory authorities at www.sedar.com and the SEC at www.sec.gov. For more information, see the “Additional Information” section of this circular.

Return of Capital Transaction

This summary is provided for convenience only and should be read in conjunction with, and is qualified in its entirety by, the more detailed information and provisions contained elsewhere in this circular. Certain terms used in this summary are defined in the Glossary of Terms.

What are the key dates for the Return of Capital Transaction?

We expect the following key events to occur on or about the dates and times set forth below. All times refer to Eastern Daylight Time.

What special business will be conducted at the meeting?

In addition to the other items of business to be considered at the meeting, at the meeting shareholders will consider and vote on a special resolution (attached as Appendix B to this circular) to approve the Return of Capital Transaction that consists of a cash distribution of US$4.67 per common share and a consolidation of our outstanding common shares (or “reverse stock split”) on a basis that is proportional to the cash distribution.

Management Proxy Circular and Notice of Annual and Special Meeting of Shareholders    Page 17

Why are we proposing the Return of Capital Transaction?

In January 2021, we closed the LSEG Transaction. During negotiation of the LSEG Transaction and following its closing, management discussed potential uses of the proceeds from the eventual sale of LSEG shares with the board of directors at scheduled meetings. We committed to our shareholders that the proceeds would be used to pursue organic and inorganic opportunities in key growth segments and provide returns to shareholders. We are now proposing the Return of Capital Transaction to return US$2.2 billion of the gross proceeds derived from sales of LSEG shares to our shareholders.

What effect will the Return of Capital Transaction have on my shares?

You will receive a cash distribution of US$4.67 for each share that you hold and your shares will be consolidated on a basis that is proportional to the cash distribution. Eligible Opt-Out Shareholders may opt out of the transaction as described in this circular. Thomson Reuters’ Series II preference shares will not participate in the Return of Capital Transaction.

The cash distribution amount and any cash payable in respect of fractional share entitlements will be denominated in U.S. dollars. The Depositary’s currency exchange services will be used to convert payment of these amounts based on the address of record of each registered participating shareholder. For more information, see the “Terms of the Arrangement – Exchange Procedure – Currency” section of this circular below.

How do I participate in the Return of Capital Transaction?

Participation will be mandatory for all shareholders except Eligible Opt-Out Shareholders will have the right to opt out.

If you are a registered participating shareholder holding physical share certificate(s) in your own name, your share certificates will need to be updated to reflect the share consolidation. Unless indicated in your Letter of Transmittal, you will receive a new DRS statement instead of a new physical share certificate reflecting the share consolidation. To receive such DRS statement(s) or share certificate(s), you should deliver your current share certificate(s), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as may be required by the Depositary or our company, to Computershare Investor Services Inc. at the address set out under the question “Who should I contact if I have any questions?”. If you are a registered participating shareholder holding your shares in book-entry form through DRS, you are not required to submit a Letter of Transmittal. Our transfer agent, Computershare Trust Company of Canada, will update your DRS position to reflect the number of shares that you are entitled to receive after the share consolidation.

If you are a non-registered participating shareholder holding shares indirectly and the shares are registered in the name of an intermediary (such as an investment dealer, stock broker, bank, trust company or other nominee or intermediary, or Computershare Company Nominees Limited as nominee and custodian), your intermediary will record the share consolidation in your account. You should contact your intermediary if you have any questions regarding this process.

If you are a registered or non-registered opting-out shareholder, see the questions below entitled “Who can opt out of the Return of Capital Transaction and why?” and “If I am an Eligible Opt-Out Shareholder, how do I opt out of the Return of Capital Transaction?”.

Page 18    Management Proxy Circular and Notice of Annual and Special Meeting of Shareholders

What are the income tax consequences of the Return of Capital Transaction?

For Canadian federal income tax purposes, the Return of Capital Transaction is not expected to give rise to a dividend on the common shares for any shareholder, whether a Canadian Resident Shareholder or a Non-Canadian Resident Shareholder. For Canadian federal income tax purposes, the Return of Capital Transaction will generally not give rise to a capital gain in respect of the common shares unless the amount of cash received by a participating shareholder exceeds the adjusted cost base of the common shares to the participating shareholder. In that case, a Non-Canadian Resident Shareholder would not be subject to Canadian federal income tax unless the common shares are “taxable Canadian property” to the Non-Canadian Resident Shareholder. Opting-out shareholders that do not participate in the Return of Capital Transaction will not incur any Canadian federal income tax liability solely as a result of the consummation of the Return of Capital Transaction.

For U.S. federal income tax purposes, the Return of Capital Transaction generally will be treated with respect to a participating U.S. Holder (as defined in the “Income Tax Considerations – Certain U.S. Federal Income Tax Considerations” section of this circular) either as (a) a sale or exchange eligible for capital gain or loss treatment or (b) a distribution in respect of common shares, depending on the circumstances. Subject to certain assumptions, opting-out shareholders that do not participate in the Return of Capital Transaction should not incur any U.S. federal income tax liability solely as a result of the consummation of the Return of Capital Transaction.

Certain Canadian federal income tax considerations and certain U.S. federal income tax considerations are described in general terms in the “Income Tax Considerations” section of this circular. Shareholders are urged to carefully consider the income tax consequences of participating in the Return of Capital Transaction and to consult their own tax advisors in this regard.

This document does not address tax consequences to shareholders subject to tax in jurisdictions other than Canada and the United States. We encourage such shareholders to seek their own tax advice on these transactions.

Who can opt out of the Return of Capital Transaction and why?

If you are an Eligible Opt-Out Shareholder, you may opt out of the Return of Capital Transaction. This right to opt out is being provided to those shareholders because in jurisdictions other than Canada the tax consequences of not participating in the Return of Capital Transaction may be preferable to those associated with participating in the Return of Capital Transaction. If you choose to opt out, you will not receive the cash distribution and will continue to hold the same number of shares that you currently hold.

None of Thomson Reuters, our board of directors, the Information Agent or the Depositary makes any recommendation to any shareholder as to whether to opt out of the Return of Capital Transaction. Shareholders are urged to evaluate carefully all information in this circular, the accompanying Letter of Transmittal and Opt-Out Election and Certification Form, and other materials related to the Return of Capital Transaction, consult their own financial, legal, investment and tax advisors and make their own decisions as to whether to exercise the opt-out right.

For more information on the opt-out right, see the “Terms of the Arrangement – Opt-Out Right” section of this circular.

If I am an Eligible Opt-Out Shareholder, how do I opt out of the Return of Capital Transaction?

If you are an eligible registered shareholder and wish to opt out, you must deposit with the Depositary a duly completed Opt-Out Election and Certification Form indicating your election prior to 5:00 p.m. (Eastern Daylight Time) on June 13, 2023. If you are a registered shareholder holding our company’s share certificate(s) in your own name, you will also need to complete a Letter of Transmittal and deliver it and any certificates representing your shares to the Depositary by this opt-out deadline. You will be entitled to receive new DRS statements (or share certificates) reflecting the new CUSIP number for the shares.

If you are a non-registered shareholder, you should contact your intermediary to exercise the opt-out right. The opt-out deadline for non-registered shareholders is expected to be earlier than the date and time for registered shareholders. The deadline for non-registered shareholders will be specified by intermediaries to such shareholders. Your account will be adjusted by your intermediary to reflect the new CUSIP number for the shares.

You may withdraw your Opt-Out Election and Certification Form prior to the opt-out deadline, but it is irrevocable thereafter. The deadline for non-registered shareholders will be specified by intermediaries to such shareholders.

Any shareholder who does not opt out prior to the opt-out deadline will automatically participate in the Return of Capital Transaction without further action, and will therefore receive the cash distribution and have their shares consolidated.

For more information on the opt-out right, see the “Terms of the Arrangement – Opt-Out Right” section of this circular.

Management Proxy Circular and Notice of Annual and Special Meeting of Shareholders    Page 19

What happens if I wish to sell or transfer my shares after I have opted out?

If you are a registered holder and wish to sell or transfer your shares after you have opted out, you must provide written notice to the Depositary prior to the opt-out deadline revoking your election with respect to the shares that you wish to transfer and request the return of such shares to you. Registered shareholders should allow sufficient time for this process in order to transfer deposited shares. Otherwise, you will not be able to transfer your shares until after the Return of Capital Transaction is completed. If you are a non-registered shareholder, you must contact your intermediary to revoke your opt-out prior to effecting such transfer.

How many votes are required to approve the Return of Capital Transaction?

The special resolution must be passed by not less than two-thirds (more than 66.6%) of votes cast by shareholders, during the meeting online or by proxy.

Woodbridge, our principal and controlling shareholder, holds, directly and indirectly, approximately 69% of the shares and has advised us that it intends to vote all of its shares in favour of the Return of Capital Transaction. Accordingly, we expect the resolution will be approved.

Does the board of directors recommend that shareholders vote in favour of the Return of Capital Transaction?

Yes. The board of directors, upon careful consideration of a number of factors, has determined that the Return of Capital Transaction is in the best interests of our company and unanimously recommends that you vote to approve the Return of Capital Transaction.

What other approvals are required?

The Arrangement requires final approval of the Court. If shareholders pass the special resolution at the meeting, we expect to make an application for the Final Order from the Court approving the Arrangement on June 16, 2023 at 10:00 a.m. (Eastern Daylight Time), or as soon thereafter as is reasonably practicable. Completion of the Return of Capital Transaction is subject to fulfilling all of the requirements of the TSX and NYSE.

Will the Return of Capital Transaction affect future dividends?

We do not expect that the announcement or completion of the Return of Capital Transaction will affect the amount or timing of future dividends per share. If you hold shares on a dividend record date, you will continue to receive the applicable dividend to which such record date applies. Details about any future dividend, including its amount, record date and payment date, will be announced at the time that such dividend is formally declared by the Board.

Who should I contact if I have any questions?

For further information regarding the Return of Capital Transaction, a shareholder may contact the Information Agent, the Depositary or consult its own stock broker or other professional advisors. The telephone numbers and e-mail addresses of the Information Agent and the Depositary are set forth below:

All Shareholders

D.F. King & Co., Inc.

Toll-Free in Canada and the U.S.: 1.866.864.4943

Outside Canada and the U.S., Banks, Brokers and Collect Calls: 1.212.269.5550

Email: tri@dfking.com

Registered Shareholders

Computershare Investor Services Inc.

Toll-Free in Canada and the U.S.: 1.800.564.6253

Outside Canada and the U.S.: 1.514.982.7555

E-mail address for inquiries from registered shareholders: corporateactions@computershare.com

E-mail address for registered shareholders to submit Opt-Out Election and Certification Forms: onlinedeposits@computershare.com

Page 20    Management Proxy Circular and Notice of Annual and Special Meeting of Shareholders

Cautionary Note Concerning Factors That May Affect Future Results

Certain statements in this circular are forward-looking, including, but not limited to, timing for the approval and implementation of the Arrangement; the anticipated tax treatment for shareholders participating in the Return of Capital Transaction and those opting out; our company continuing to have sufficient financial resources and working capital to conduct our operations and continuing to have sufficient financial resources to pursue our foreseeable or planned opportunities including strategic acquisitions; our company’s expectations regarding its dividend and trading liquidity following the Return of Capital Transaction; and future sales of additional LSEG shares. The words “will”, “expect”, “believe”, “target” “estimate”, “could”, “should”, “intend”, “predict”, “project” and similar expressions identify forward-looking statements. While we believe that we have a reasonable basis for making forward-looking statements in this circular, they are not a guarantee of future performance or outcomes or that any other events described in any forward-looking statement will materialize. Forward-looking statements are subject to a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from current expectations. Many of these risks, uncertainties and assumptions are beyond our company’s control and the effects of them can be difficult to predict. In particular, the full extent of the impact of the macroeconomic and geopolitical environment on the Company’s business, operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict.

Some of the material risk factors that could cause actual results or events to differ materially from those expressed in or implied by forward-looking statements in this circular include, but are not limited to, failure to complete or realize the anticipated benefits of the Return of Capital Transaction; uncertainty, downturns and changes in the markets that the Company serves; actions of competitors; failure to keep pace with technological developments to provide new products, services, applications and functionalities to meet customers’ needs, attract new customers and retain existing ones, or expand into new geographic markets and identify areas of higher growth; failure to derive fully the anticipated benefits from existing or future acquisitions, dispositions or other strategic investments, including joint ventures and investments; failure to protect the brands and reputation of Thomson Reuters; fraudulent or unpermitted data access or other cyber-security or privacy breaches; failures or disruptions of data centers, network systems, telecommunications, or the Internet; failure to adapt to organizational changes and effectively implement strategic initiatives; failure to attract, motivate and retain high quality, talented and diverse management and key employees; failure to meet the challenges involved in operating globally; dependency on third parties for data, information and other services; changes to law and regulations related to privacy, data security, data protection and other areas; inadequate protection of intellectual property rights; tax matters, including changes to tax laws, regulations and treaties; threat of legal actions and claims; risk of antitrust/competition-related claims or investigations; failure to maintain a high renewal rate for recurring, subscription-based services; fluctuations in foreign currency exchange and interest rates; downgrading of credit ratings and adverse conditions in the credit markets; the effect of factors outside of the control of Thomson Reuters on funding obligations in respect of pension and post-retirement benefit arrangements; impairment of goodwill and other identifiable intangible assets; actions or potential actions that could be taken by the Company’s principal shareholder, The Woodbridge Company Limited; and the ability of Thomson Reuters Founders Share Company to affect the Company’s governance and management.

See the “Risk Factors” section of this circular for additional risk factors associated with the implementation of the Return of Capital Transaction. This is not an exhaustive list of the factors and risks that may affect any of our forward-looking statements. Some of these and other factors are discussed in more detail in our 2022 annual report. Investors and others should carefully consider these and other factors and not place undue reliance on the forward-looking statements. Further information regarding these and other risk factors is included in our public filings with federal, state or provincial securities regulatory authorities and can be found on EDGAR, which may be accessed at www.sec.gov, or SEDAR’s website at www.sedar.com. The forward-looking statements contained in this circular represent our views only as of the date hereof.

Forward-looking statements contained in this circular are based on information currently available to the Company and is based on various external and internal assumptions made by the Company in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Company believes are appropriate under the circumstances.

You are cautioned not to place undue reliance on forward-looking statements which reflect expectations only as of the date of this circular.

Except as may be required by applicable law, Thomson Reuters disclaims any obligation to update or revise any forward-looking statements.

Management Proxy Circular and Notice of Annual and Special Meeting of Shareholders    Page 21

Annual and Quarterly Financial Statements and Related MD&A

Our annual and quarterly reports and earnings releases are available in the “Investor Relations” section of our website, www.tr.com. Please also see the “Electronic Delivery of Shareholder Communications” section below for information about electronic delivery of these reports and other shareholder communications.

Notice-and-Access

Why did I receive a notice in the mail regarding the website availability of this circular and proxy materials?

We are using the “notice-and-access” system for the delivery of our proxy materials through our website, similar to last year’s meeting. Shareholders who receive a notice have the ability to access the proxy materials on our website and to request a paper copy of the proxy materials. Instructions on how to access the proxy materials through our website or to request a paper copy may be found in the notice.

Electronic delivery reduces the cost and environmental impact of producing and distributing paper copies of documents in very large quantities. It also provides shareholders with faster access to information about Thomson Reuters.

Why didn’t I receive a printed notice in the mail about the website availability of the proxy materials?

Shareholders who previously signed up for electronic delivery of our proxy materials will continue to receive them by e-mail and will not receive a printed notice in the mail.

How do I vote under the “notice-and-access” system?

The voting process is the same as described in the “Voting Information and How to Attend” section of this circular. You have two choices – you can vote by proxy, or you can attend the meeting and vote during the meeting by online ballot through the live webcast platform.

Electronic Delivery of Shareholder Communications

Does Thomson Reuters provide electronic delivery of shareholder communications?

Yes. Electronic delivery is a voluntary program for our shareholders. Under this program, an e-mail notification (with links to the documents posted on our website) is sent to you.

Electronic delivery reduces the cost and environmental impact of producing and distributing paper copies of documents in very large quantities. It also provides shareholders with faster access to information about Thomson Reuters.

Page 22    Management Proxy Circular and Notice of Annual and Special Meeting of Shareholders

Principal Shareholder and Share Capital

As of April 21, 2023, Woodbridge beneficially owned 324,912,822 of our common shares, or approximately 69% of our outstanding common shares. Woodbridge is the principal and controlling shareholder of Thomson Reuters.

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. Woodbridge is a professionally managed company that, in addition to its controlling interest in Thomson Reuters, has other substantial investments.

Prior to his passing in 2006, Kenneth R. Thomson controlled our company 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 trust company subsidiary of a Canadian chartered bank 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 estate arrangements of Kenneth R. Thomson, the directors and officers of Woodbridge are responsible for its business and operations. In certain limited circumstances, including very substantial dispositions of our company’s common shares by Woodbridge, the estate arrangements provide for approval of the trustee to be obtained.

From time to time, in the normal course of business, Thomson Reuters enters into transactions with Woodbridge and certain of its affiliates. In 2022, these transactions involved providing and receiving product and service offerings and were not material to our results of operations or financial condition either individually or in the aggregate.

To our knowledge, no other person beneficially owns, directly or indirectly, 10% or more of our common shares.

Management Proxy Circular and Notice of Annual and Special Meeting of Shareholders    Page 23

About Our Directors

This section includes the following information:

HIGHLIGHTS

Board Changes in 2022

We welcomed and successfully onboarded two new directors in 2022, which has brought new perspectives and experiences to the boardroom. LaVerne Council joined the Board in January, and was later elected by shareholders in June, and Beth Wilson was elected by shareholders in June. Two of our former directors, Vance Opperman and Wulf von Schimmelmann, decided not to stand for re-election at last year’s meeting in June.

Voting

You will be asked to vote for each director on an individual basis. Each of the 14 nominees is proposed to be elected for a term ending at our 2024 annual meeting of shareholders. All 14 nominees are currently directors of our company and were elected at our 2022 annual meeting of shareholders. Profiles for each nominee are provided on the following pages.

The Board unanimously recommends that you vote FOR the election of the following 14 nominees to the Thomson Reuters Board of Directors: David Thomson, Steve Hasker, Kirk E. Arnold, David W. Binet, W. Edmund Clark, C.M., LaVerne Council, Michael E. Daniels, Kirk Koenigsbauer, Deanna Oppenheimer, Simon Paris, Kim M. Rivera, Barry Salzberg, Peter J. Thomson and Beth Wilson.

Management does not believe that any of the nominees will be unable to serve as a director but, if this should occur for any reason prior to the meeting, the persons named in the enclosed proxy form may vote for another nominee at their discretion.

Following the meeting, we will issue a press release that includes the number of votes cast for and withheld from each individual director. As noted above, at last year’s annual meeting, our director nominees who are standing for re-election received an average of 98% “for” votes. Additional information is provided in each nominee’s profile on the following pages.

Page 24    Management Proxy Circular and Notice of Annual and Special Meeting of Shareholders

Director qualifications, skills and experiences

We believe that all of the director nominees possess character, integrity, judgment, business experience, a record of achievement and other skills and talents which enhance the Board and the overall management of the business and affairs of Thomson Reuters. Each director nominee understands our company’s principal operational and financial objectives, plans and strategies, financial position and performance and the performance of Thomson Reuters relative to our principal competitors. The Corporate Governance Committee considered these qualifications in determining to recommend the director nominees for election.

The following table, or skills matrix, summarizes the skills and areas of experience indicated by each director nominee. Our Board believes that these skills and experiences are necessary for it to carry out its mandate. The skills matrix is reviewed and updated annually.

Skills

David Thomson

✓

✓

✓

✓

✓

✓

✓

✓

✓

Steve Hasker

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Kirk Arnold

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

David Binet

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Ed Clark

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

LaVerne Council

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Mike Daniels

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Kirk Koenigsbauer

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Deanna Oppenheimer

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Simon Paris

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Kim Rivera

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Barry Salzberg

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Peter Thomson

✓

✓

✓

✓

✓

✓

✓

Beth Wilson

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Management Proxy Circular and Notice of Annual and Special Meeting of Shareholders    Page 25

Board Diversity

The Board also values the benefits that diversity can bring to the boardroom and throughout Thomson Reuters. Diversity promotes the inclusion of different perspectives and ideas, mitigates against group think and improves oversight, decision-making and governance.

While the Corporate Governance Committee of the Board focuses on finding the best qualified candidates for the Board, a nominee’s diversity may be considered favorably in his or her assessment. Our Corporate Governance Guidelines provide that diversity includes business experience, thought, style, culture, gender, geographic background, race, visible minorities, national origin, Indigenous persons, religion, gender identity and expression, sexual orientation, disability, age and other personal characteristics.

In April 2022, the Board formalized an objective that at least 30% of its members should be women. This was a goal that the Board had been working towards in previous years. The Board met this goal at last year’s annual general meeting on June 8, 2022. Five of the 14 director nominees proposed for election at the meeting (36%) are women. Two of our director nominees have self-identified as racially or ethnically diverse.

Independence

A majority of the Board is independent. Under the Corporate Governance Guidelines adopted by the Board, a director is not considered independent unless the Board affirmatively determines that the director has no “material relationship” with Thomson Reuters. In determining the independence of directors, the Board considers all relevant facts and circumstances. In March 2023, the Board conducted its annual assessment of the independence of its members and determined that nine of the 14 current directors (approximately 64%) serving on the Board were independent. The Board also determined that if all of the director nominees are elected, then nine of the 14 directors (approximately 64%) will be independent following the meeting.

In determining independence, the Board examined and relied on the applicable definitions of “independent” in the NYSE listing standards and Canadian Securities Administrators’ National Instrument 58-101. The Board’s determination of independence was also based on responses to questionnaires completed by directors.

For the Board to function independently from management:

Page 26    Management Proxy Circular and Notice of Annual and Special Meeting of Shareholders

The table below indicates which of our directors are independent and not independent.

David Thomson, David Binet, Ed Clark and Peter Thomson are not members of Thomson Reuters executive management team. With its substantial equity investment in Thomson Reuters, Woodbridge considers that its interests as a shareholder are aligned with those of all other shareholders.

In determining the independence of directors, the Board also considers that in the normal course of business, we provide services to, and receive services from, companies with which some of the independent directors are affiliated. Based on the specific facts and circumstances, the Board determined in March 2023 that these relationships were immaterial.

Tenure

Our Board has not adopted a mandatory retirement age or term limits for individual directors. We believe that individuals can continue to remain effective directors beyond a mandated retirement age or maximum period of service. Without having a mandatory retirement age or term limits, we have experienced turnover on our Board that has brought directors with new perspectives and approaches. This has complemented the depth of knowledge and insight about our company and business operations that some of our more long-standing directors have developed over time.

The following shows the tenure of our director nominees. As reflected below, a majority of the director nominees have served for less than five years.

Management Proxy Circular and Notice of Annual and Special Meeting of Shareholders    Page 27

The average tenure of director nominees who are considered independent is 3.7 years and the average tenure of all director nominees (which includes directors affiliated with our principal shareholder) is 9.8 years.

The three director nominees who have been members of the Board for more than 10 years (David Thomson, Peter Thomson and David Binet) are affiliated with our company’s principal shareholder, Woodbridge.

Age

The following shows the age ranges of our director nominees. The average age of our director nominees is 61.

Countries of Residence

The following shows the countries where our director nominees ordinarily reside.

Interlocking Directorships

We do not have any director nominees who serve together on boards of other public companies. The Board has adopted a policy that no more than two of our directors may serve together on the boards of other public companies without the consent of the Corporate Governance Committee.

Service on Other Boards

Our directors are not restricted from serving on the boards of other public or private companies so long as their commitments do not materially interfere with or are not incompatible with, their ability to fulfill their duties as a member of our company’s Board. Directors must, however, receive approval from the Chair of the Corporate Governance Committee before accepting an invitation to serve on the board of another public company and must notify the Chair of the Corporate Governance Committee in connection with accepting an invitation to serve on the board of a for-profit private company that is not a family business. The Corporate Governance Committee monitors the outside boards that our directors sit on to determine if there are circumstances that would impact a director’s ability to exercise independent judgment and to ensure that a director has sufficient time to fulfill his or her commitments to Thomson Reuters.

Page 28    Management Proxy Circular and Notice of Annual and Special Meeting of Shareholders

Nominee Information

The following provides information regarding the 14 director nominees who are proposed to be elected at the meeting, including a brief biography, city and country of residence, the year that they were appointed to our Board, independence status, primary areas of expertise, committee membership, attendance at Board and committee meetings in 2022 and ownership of Thomson Reuters securities. This information also reflects the percentage of “for” votes received by each director nominee at our 2022 annual meeting of shareholders.

In the director nominee profiles, “securities held” by a director nominee includes common shares over which a director nominee exercised control or direction, and the number of deferred share units (DSUs), restricted share units (RSUs) and options held by, or credited to, each individual as of April 21, 2023. Information regarding common shares beneficially owned does not include shares that may be obtained through the exercise or vesting of DSUs, RSUs or options. Our CEO Steve Hasker is the only director who holds RSUs or options. Each director nominee provided us with information about how many common shares he or she beneficially owns.

The market value of shares beneficially owned is based on the closing price of our common shares on the NYSE on April 21, 2023, which was $132.75. The market value of DSUs is also based on the closing price of our common shares on the NYSE on that date. We have also included information about each director nominee’s ownership of Thomson Reuters common shares and DSUs as of April 21, 2023 as a multiple of their annual retainer. Additional information about director share ownership guidelines is provided later in this section.

Management Proxy Circular and Notice of Annual and Special Meeting of Shareholders    Page 29

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