U.S. AND GLOBAL EMPLOYEE STOCK PURCHASE PLANS SUMMARY OF KEY TERMS

Transcription

1 U.S. AND GLOBAL EMPLOYEE STOCK PURCHASE PLANS SUMMARY OF KEY TERMS January 1, 2009

2 EXECUTIVE SUMMARY This summary highlights some features of the Thomson Reuters U.S. Employee Stock Purchase Plan and the Thomson Reuters Global Employee Stock Purchase Plan (each, the Plan ), as applicable to participants. How the Plan Works The purpose of the Plan is to provide eligible employees with an opportunity to buy common shares of Thomson Reuters Corporation at a 15% discount to their market value and is intended to align your interests with those of our shareholders. The Plan is voluntary, so you decide whether or not to join the Plan. You may enroll more than five business days prior to the first business day of each calendar quarter of any year. From time to time, we may communicate a later time for enrollment for a particular quarter. You contribute to the Plan through convenient payroll deductions. You can designate, in whole percentages, from 1% to 10% of your eligible compensation to be withheld. On each Purchase Date, which is the last business day of each calendar quarter (i.e., four times per year), we will use your accumulated payroll deductions to buy Thomson Reuters Corporation common shares for you. The price you pay for the shares will be 85% of the closing price (i.e., a 15% discount) of Thomson Reuters Corporation common shares on the New York Stock Exchange (NYSE) on the Purchase Date. Non-U.S. participants will purchase shares in the local foreign currency equivalent of this amount. You will be the owner of common shares purchased under the Plan and will have all of the rights of a Thomson Reuters shareholder. Your shares will be held, on your behalf, in an account. A minimum holding period applies to all shares purchased under the Plan. While you are a Thomson Reuters employee, shares that you purchase at the end of a calendar quarter (referred to as the Offering Period ) may not be sold until the next quarterly Offering Period ends. This holding period is approximately three months. You may elect to change or suspend your payroll deductions during each quarterly Offering Period and you may elect to withdraw from the Plan at least 10 business days before a quarterly Purchase Date. If you cease to be an eligible employee of a Thomson Reuters subsidiary, you will be considered to have withdrawn from the Plan. If you cancel your Plan enrollment, you may withdraw all (but not less than all) of your payroll deductions from the Plan that have not been used to purchase shares. Plan administrator contact information is available at the end of this document. About This Document FOR U.S. PARTICIPANTS: This document constitutes part of a prospectus covering securities that we have registered under the Securities Act of These securities have not been approved or disapproved by the Securities and Exchange Commission (SEC) or any state securities commission, nor has the SEC or any state securities commission passed upon the accuracy or adequacy of this document. Any representation to the contrary is a criminal offense. FOR CANADIAN PARTICIPANTS: Thomson Reuters Corporation common shares are being sold under the Plan pursuant to an exemption from the registration and prospectus requirements under applicable Canadian securities laws. Thomson Reuters has no obligation to prepare or provide you with a prospectus or other offering document for use in connection with a trade made in reliance upon this exemption. 1

3 This document provides a summary of the main features of the Plan, as amended and effective on the date of this document. However, as a summary, this document does not contain all of the terms and conditions of the official Plan document. If there is any difference or conflict between the terms and conditions of the Plan described in this document and the provisions of the Plan document, the Plan document will govern. If there are any differences or conflicts between the terms and conditions of the Plan described in the document compared to the applicable Special Q&A and Provisions annex near the end of this document, the Special Q&A and Provisions annex will govern. The U.S. Plan applies to U.S. participants. The Global Plan applies to non-u.s. participants. Please be sure to carefully read this entire document and the Plan before you decide whether or not to participate in the Plan. This document contains details of the Plan, including the following sections: Eligibility and Enrollment Contributions Purchase Price and Share Ownership Canceling Participation Investment Risk Plan Administration More Information About Thomson Reuters and This Document Special Q&A and Provisions (by country includes summary information regarding tax implications) Plan Administrator Contact Information Deciding Whether to Enroll Purchases of our common shares through the Plan will give you an ownership interest in Thomson Reuters, with the potential for financial reward. However, share ownership involves risk. The value of your share investment may go up, but it also may go down. Therefore, you should consider buying shares through the Plan only after considering your total financial situation. DESCRIPTION OF THE PLAN Am I eligible to participate in the Plan? Eligibility and Enrollment You are eligible to participate in the Plan if we consider you an employee (and not an independent contractor or consultant) of one of our designated subsidiaries as of the first business day of each calendar quarter (January 1, April 1, July 1 and October 1). The Plan refers to each of these dates as an Enrollment Date. However, you are not eligible to participate if you are not customarily scheduled to work at least 20 hours per week. In addition, you are not eligible if you own (or have rights to acquire) 5% or more of our voting stock. Different eligibility standards may apply to non-u.s. participants. Non-U.S. participants should refer to the applicable Special Q&A and Provisions annex at the end of this document for more information. Please contact your local Human Resources department if you have any questions regarding eligibility. 2

4 How do I enroll? You ll need to sign up more than five business days before the Enrollment Date on which you wish to join the Plan. However, from time to time, we may communicate a later time for enrollment for a particular quarter. Enrollment information is available on the Thomson Reuters intranet (thelink). Each quarterly period beginning on each Enrollment Date is called an Offering Period. If you sign up after the enrollment cut-off for a particular quarterly Offering Period, your enrollment election will apply to the following Offering Period. Your payroll deductions will not start until that Offering Period begins. Once you enroll in the Plan, you will be automatically re-enrolled in the Plan for each subsequent Offering Period, unless you withdraw. However, you may cancel your enrollment at any time, in accordance with the Plan s rules. (See the question in this document entitled, How do I cancel my enrollment or withdraw from the Plan? ) How much can I contribute to the Plan? Contributions You may contribute between 1% and 10% (as a whole percentage) of your eligible compensation through payroll deductions. Deductions are on an after-tax basis. For purposes of the Plan, your eligible compensation means your base salary, wages, commissions, overtime pay and other remuneration paid directly to employees. The following are not included in the definition of compensation for the Plan: referral and hiring bonuses, incentive bonuses, profit sharing, deferred compensation, the cost of employee benefits paid for by Thomson Reuters, education, tuition or other similar reimbursements, imputed income arising under any Thomson Reuters group insurance or benefit program, traveling expenses, business and moving expense reimbursements, income received in connection with stock options or other equity-based awards, contributions made by Thomson Reuters under any employee benefit plan and any similar terms of compensation. You are also subject to a US$25,000 annual limit on the fair market value of Thomson Reuters shares that you may acquire in any calendar year. Since the Plan purchases shares at 85% of the NYSE closing price, your annual payroll deduction limit is US$21,250 (or the specified foreign currency equivalent, as indicated in the applicable Special Q&A and Provisions annex of this document). Can I change the amount of, or suspend, my contributions? Yes, you can change the amount of or suspend your payroll deductions during each quarterly Offering Period or you may withdraw from the Plan at least 10 business days before a quarterly Purchase Date. You should log onto the Plan administrator s website to change or suspend your contribution elections. If you don t have Internet access, you may change the amount of or suspend your contributions by phone by calling the Plan administrator. Any change that you make will be effective as soon as administratively possible, but in no event later than the first full payroll period commencing five or more business days after we receive your notice to change the amount of, or suspend your contributions. 3

5 When are the Offering Periods? On your Enrollment Date, you enroll in an Offering Period that runs for a calendar quarter. On the last business day of each calendar quarter in that Offering Period, we will use your accumulated payroll deductions to purchase shares for you. Each of these dates is referred to as a Purchase Date. You will not be charged any fees or commissions for these share purchases. For example, if you enroll for the 1st calendar quarter in 2009 that begins on January 1, 2009, we will purchase shares for you on March 31, 2009 (the last business day in the 1st calendar quarter). As noted above, at the end of an Offering Period, you will automatically be re-enrolled in the next Offering Period, unless you cancel your participation in or withdraw from the Plan at least 10 business days prior to the Purchase Date. Do I receive interest on my accumulated contributions prior to the Purchase Date? No. Interest does not accumulate on your contributions. What s the purchase price for shares under the Plan? Purchase Price and Share Ownership A benefit of the Plan is the discounted price you pay for the shares. You will pay 15% less than the composite closing price for the shares on the NYSE on the Purchase Date. Non-U.S. participants will purchase shares in the local foreign currency equivalent of this amount. Here s an example based on the U.S. dollar purchase price: If the composite closing price on the NYSE for our common shares on the Purchase Date is US$25.00, your accumulated payroll deductions will be used to buy shares on that day for US$21.25 per share. For purchases made by non-u.s. participants, we will convert the U.S. dollar purchase price using applicable foreign currency exchange rates existing on the Purchase Date. How will I know the number of shares in my Plan account? When you purchase shares through the Plan, your shares will be held in an account maintained by the Plan administrator on your behalf. The Plan administrator will provide you with access to your online account and will update it periodically to reflect additional purchases as well as any other account activity. In addition to online access to account information, you will also receive a printed statement, at least annually, from the Plan administrator. Within two weeks after the Purchase Date, you will be able to see the shares in your overall position summary within your account. What happens when dividends are paid on Thomson Reuters Corporation common shares? Commencing with the Offering Period that begins on January 1, 2009, dividends paid on Thomson Reuters Corporation common shares will automatically be reinvested in additional common shares, which will be credited to your account. You may opt out of having your dividends reinvested in additional shares. However, you will be responsible for the fee incurred to receive a cash payment instead. Please contact the Plan administrator for more information about applicable fees. For U.S. participants, dividends in 2008 and prior years were paid in cash as a default. 4

6 Do I have to hold my shares for a minimum period before I can sell them? Yes. A holding period applies to all shares purchased under the Plan. The holding period requires that shares purchased at the end of a quarterly Offering Period may not be sold until the next quarterly Offering Period ends. This period is approximately three months. For example, shares that you purchase at the end of March 2009 must be held until the close of business on June 30, 2009 before being sold. Of course, one of the objectives of the Plan is to encourage and promote long-term share ownership for all participants, so participants are not required to sell shares at any time. Please note that if your employment with Thomson Reuters ends, your shares will no longer be subject to a holding period. You are free to sell your shares through your account. You will have to pay a commission or fee for this service. If you want to sell some or all of your shares, simply access your account online or by phone by contracting the Plan administrator. At that time, you can also determine the amount of commissions or fees to be paid. Thomson Reuters does not control the amount of these commissions and fees, so they are subject to change. Please note that while you are in the possession of material nonpublic information or inside information about Thomson Reuters, applicable securities laws, our insider trading policy and our Code of Business Conduct and Ethics prohibit you from selling your shares until the information has become public. Thomson Reuters Insiders are subject to additional restrictions on selling their shares. For more information, see the question later in this document entitled, Does the Thomson Reuters Insider Trading Policy apply to purchases of shares through the Plan? In addition, special resale reporting requirements apply to certain members of Thomson Reuters senior management who are considered to be affiliates of Thomson Reuters. Affiliate is a term defined by U.S. federal securities laws. The Thomson Reuters Legal Department will let you know if you are an affiliate of Thomson Reuters and will advise you of any resale reporting requirements that are applicable to you. Can I transfer my shares to a brokerage account that I maintain? Once the relevant holding period (as discussed above) for the particular shares expires or is removed, you may transfer the shares to a brokerage account. To do so, ask the broker of your other account for the information that you need in order to make an account transfer. You can also obtain more information from the Plan administrator. For U.S. participants, the two year holding period for transferring shares to a brokerage account outside of Fidelity was eliminated on December 31, So, as of January 1, 2009, you will be able to transfer any shares purchased on or before September 30, 2008 to a broker of your choice or continue to leave them with Fidelity in your personal brokerage account. Beginning April 1, 2009, you will be able to transfer shares purchased on December 31, Can I pledge shares that I ve acquired under the Plan to secure a personal loan or another obligation to a third party? The Plan does not prohibit you from pledging shares you ve already paid for and acquired. However, you may not pledge your rights to receive shares under the Plan prior to actually acquiring them. For more information, see the question later in this document entitled, Are rights under the Plan transferable? Also, if the Thomson Reuters Legal Department has notified you that you are a Thomson Reuters Insider for purposes of the Insider Trading Policy, you may only enter into an arrangement to pledge your shares during specified open periods. For more information, see the question later in this document entitled, Does the Thomson Reuters Insider Trading Policy apply to purchases of shares through the Plan? 5

7 What information will I receive as a Thomson Reuters shareholder? If you re an active Thomson Reuters employee, we will deliver a copy of all Thomson Reuters shareholder communications to you electronically at your thomsonreuters.com or other work address unless you send a request to the Thomson Reuters Stock Plan Administrator that paper copies be delivered to you (at no charge). Shareholder communications posted on will be deemed to be delivered to you upon posting on the website. Electronic delivery is quick and convenient and can save us a substantial amount of money in printing and postage costs. By enrolling and participating in the Plan, you are providing consent to electronic delivery of shareholder communications as set forth above. How do I vote my interest in Thomson Reuters Corporation common shares held in my Plan account? You will be asked to instruct the Plan administrator how to vote Thomson Reuters Corporation common shares held in your account. The Plan administrator will vote Thomson Reuters Corporation common shares for or against any proposal or will withhold votes, in the same proportion as the proportion of shares actually voted by Plan participants for or against such proposal or actually withheld, unless the Plan administrator determines that to do so would be inconsistent with applicable law. Any directions that you give the Plan administrator will be kept strictly confidential and will not be revealed to Thomson Reuters. Does the Thomson Reuters Insider Trading Policy apply to purchases of shares through the Plan? Yes. While the policy does not prohibit you from acquiring shares in the Plan as a result of your periodic payroll contributions, if you are in possession of material nonpublic information about Thomson Reuters, you should not: enroll in the Plan; increase, decrease or suspend the percentage of your periodic payroll contributions that will be allocated to the Plan; withdraw funds from the Plan prior to a quarterly Purchase Date; or sell shares acquired through the Plan. If the Thomson Reuters Legal Department has notified you that you are a Thomson Reuters Insider for purposes of the Insider Trading Policy, you may only take the actions highlighted in the bullets above during specified open periods at a time when you re not in possession of material nonpublic information. What rights attach to the common shares? Generally, each Thomson Reuters Corporation common share entitles its holder to receive notice of and to attend all meetings of Thomson Reuters shareholders and to vote. Each share also entitles its holder to receive dividends as and when declared by the Thomson Reuters board of directors. Holders of shares participate equally in any distribution of Thomson Reuters assets upon liquidation, dissolution or winding-up, subject to the rights of the holders of the preference shares. For more information, please see Thomson Reuters Corporation s most recent annual report on Form 40-F and Thomson Reuters PLC s most recent annual report on Form 20-F. 6

8 Canceling Participation How do I cancel my enrollment or withdraw from the Plan? You may cancel your Plan enrollment at any time and withdraw all (but not less than all) of your payroll deductions from the Plan that have not been used to purchase shares. To cancel during an Offering Period, you will need to make an election through the Plan administrator at least 10 business days before the last business day of the quarterly Offering Period. You may also make your cancellation effective as of the next payroll period. When you cancel your enrollment, payroll deductions and share purchases will stop. We will refund to you any money credited to your account (without interest) as soon as administratively practicable after you cancel your enrollment. If you cancel your Plan enrollment and wish to participate again in the future, you will need to re-enroll more than five business days before that Enrollment Date of the Offering Period in which you wish to participate (unless a later time for enrollment is communicated to employees). Are rights under the Plan transferable? No. Neither payroll deductions credited to your account nor any rights to receive common shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than if you die). When does participation in the Plan end? Your participation in the Plan ends when any of the following occurs: You decide to cancel your participation in the Plan; You no longer meet the eligibility requirements of the Plan; Your employment with Thomson Reuters ends (through termination, retirement or death); or The Plan is terminated or amended so that you no longer are eligible to participate. We will not purchase any shares for you under the Plan after your participation ends. We will pay to you, your beneficiary or your estate as soon as administratively practicable and in accordance with Plan rules any amounts remaining in your account when your participation ends. As mentioned earlier, if your employment with Thomson Reuters ends, you will no longer be subject to the three-month holding period. What happens to my shares if I no longer participate in the Plan? The treatment of your shares depends on your country, and, in the case of U.S. participants, whether the shares are held in a Fidelity account (purchased during 2008 or earlier) or in a Computershare account (starting in 2009). Canadian participants should refer to the special provisions contained in the annex to this document. Computershare Account: If you are no longer a Thomson Reuters employee, any shares that you previously acquired that are held in an account maintained on your behalf by Computershare will continue to be held in this account. You can subsequently instruct Computershare to: Transfer your shares to a brokerage account; Certificate your shares; or Sell your shares (subject to compliance with our insider trading policy). 7

9 Fidelity Account: If you are no longer a Thomson Reuters U.S. employee and hold shares in a Fidelity account, these shares can remain in this account should you choose to keep them there, as the Fidelity account is your personal brokerage account. For more information on transferring shares, please see the question above entitled Can I transfer my shares to a brokerage account that I maintain? What happens if I die while participating in the Plan? If you die prior to purchasing shares, we will return any accumulated cash contributions to your legal representatives. Any shares that you previously acquired will continue to be held in your individual account. If you d like to designate a specific beneficiary for your account, you should contact the Plan administrator to determine what information needs to be provided to it. If you don t elect a specific beneficiary for your account, it may become part of your general estate. Investment Risk What are some of the general investment risks of purchasing shares? There is always risk when you invest in the stock market. No one can know for sure when a share's price is going to rise or fall. You could lose money in two ways: After we purchase shares on your behalf, you ll need to hold the shares until the end of the next Offering Period (approximately three months). During this time period, the price of the shares could decrease below the price at which we purchased shares on your behalf. You cannot sell your shares until after the initial holding period ends, so the potential for loss exists even if you sell your shares as soon as you are able to do so. While you own your shares, the share price could decrease below the purchase price. If you sell your shares when the price is below your purchase price, you would lose money. What are some of the specific risks of purchasing Thomson Reuters Corporation common shares? There are a number of risks that could adversely affect the value of Thomson Reuters Corporation common shares and, as a result, the value of and return on your investment. For more information about some of the risks related to Thomson Reuters Corporation common shares, you should refer to Thomson Reuters recent disclosure documents filed with and/or furnished to the Securities and Exchange Commission (SEC) and the Canadian securities regulatory authorities, which are available free of charge at and including the Risk Factors disclosed in Thomson Reuters Corporation s most recent annual report on Form 40-F and annual information form as well as in Thomson Reuters PLC s most recent annual report on Form 20-F. You can also contact the Thomson Reuters Stock Plan Administrator at for a copy of the latest Form 40-F or Form 20-F. The Plan is not intended as a complete investment program. In addition, an investment in the Plan is not a deposit in a bank and is not insured or guaranteed by the U.S. Federal Deposit Insurance Corporation or any other government agency. 8

10 Tax Implications Please see the Special Q&A and Provisions section near the end of this document for a summary of tax implications for holders by country. Plan Administration Are there any limitations on shares to be issued under the Plan? We have set aside a maximum of 8,000,000 Thomson Reuters Corporation common shares for issuance under the U.S. Plan and a maximum of 6,000,000 Thomson Reuters Corporation common shares for issuance under the Global Plan. This number may be adjusted for stock splits and similar events. If purchases of shares through the Plan deplete this supply, we will limit (on a pro rata basis), suspend or discontinue purchases under the Plan unless we make additional shares available. How are the shares issued for the Plan? Common shares for the Plan may consist, in whole or in part, of authorized and unissued common shares issued from treasury, common shares purchased on the open market or common shares acquired on a private placement basis. Who administers the Plan? The Human Resources Committee (the HR Committee) of our Board of Directors oversees the administration of the Plan. The members of the HR Committee are selected by and serve at the discretion of the Board of Directors. On a day-to-day basis, the Corporate Human Resources Department will administer the Plan for the HR Committee. The HR Committee has full power and authority to promulgate rules and regulations as it deems necessary for the proper administration of the Plan, to interpret the provisions and supervise the administration of the Plan and to take all action in connection with or related to the Plan as it deems necessary or advisable. All decisions, determinations and interpretations of the HR Committee are final and binding on all persons. The directors on the Board serve until the next annual meeting of shareholders or until the director resigns or a successor is elected or appointed. Directors may be removed from office at any time, but only by the affirmative vote of holders of at least a majority of our common shares at a shareholders meeting. The Corporate Human Resources Department and our third party Plan administrator have been selected to administer the Plan for participants, maintain records, send and post statements of account for participants and perform other administrative duties related to the Plan. Further information concerning the Plan and its administrators is available from the Thomson Reuters Stock Plan Administrator. Please see the Plan Administrator Contact Information section at the end of this document for information regarding how to contact the Thomson Reuters Stock Plan Administrator or our third party Plan administrators. Will my personal data be requested, processed or transferred as part of the Plan? In order to administer the Plan, Thomson Reuters or a Plan administrator may request and process personal data about you. This data includes, but is not limited to, appropriate personal and financial data about you, such as your home address and business address and other contact information, payroll information and any other information that might be deemed appropriate by Thomson Reuters or a Plan administrator to facilitate the administration of the 9

11 Plan. By enrolling in the Plan, you give express consent to Thomson Reuters and our Plan administrators to collect and process any such personal data. You also give express consent to Thomson Reuters and our Plan administrators to transfer any such personal data to persons who are designated by Thomson Reuters to administer the Plan, within and outside of United States and Canada or any other country in which you may work or are employed. Our Plan administrators have agreed not to sell your personal data to third parties. When does the Plan terminate, and can it be amended or modified? The Plan by its terms expires in However, the Thomson Reuters Board of Directors or the HR Committee has the right at any time and for any reason to terminate or amend the Plan. No termination may affect rights previously granted to you under the Plan and no amendment to the Plan will make any change that materially and adversely affects any rights previously granted to you under the Plan. To the extent required by law, regulations or stock exchange requirements, we will obtain shareholder approval or regulatory approval for amendments. The specific types of amendments which require shareholder approval are set forth in the Plan. More Information About Thomson Reuters and This Document Where can I find more information about Thomson Reuters and the common shares? Thomson Reuters Corporation s common shares are traded on the NYSE and on the TSX under the symbol TRI. You can find daily stock price information on our website, in the Investor Relations section. The Investor Relations section of also contains a Regulatory Filings section of information that we file with, or furnish to, the SEC in the United States. You may also access information about Thomson Reuters, including our disclosure documents, reports, statements or other information that we file with, or furnish to, the SEC through EDGAR at and with the Canadian securities regulatory authorities through SEDAR at Information that we announce in the United Kingdom through RNS, a Regulatory Information Service, is available on our website, as well as on SEDAR and EDGAR. Copies of the documents incorporated by reference in this document and in Thomson Reuters Registration Statement on Form S-8 filed with the SEC relating to the Plan (other than exhibits to such documents), including our annual report, and copies of other reports, proxy statements and communications distributed to our shareholders generally are available (without charge) upon oral or written request from the Thomson Reuters Stock Plan Administrator. In addition, copies of this document and any supplements thereto are available (without charge) upon oral or written request from the Thomson Reuters Stock Plan Administrator. You agree that our annual reports on Form 40-F and Form 20-F (which contains, among other things, our audited financial statements) will be deemed delivered to you upon the posting on our website at We have not authorized any person to give any information or to make any representations in connection with the Plan, other than those contained in this document. If any person makes such information or representations about the Plan, you must not rely upon such information or representations as having been authorized by us. Neither the delivery nor any distribution of securities made under the Plan shall, under any circumstances, create an implication that there has been no change in the facts since the date of this document. This document does not constitute an offering in any state or jurisdiction in which we may not lawfully make such an offering. Information contained on 10

12 our website or any other websites identified in this document is not part of this document. All website addresses listed in this document are intended to be inactive, textual references only. We may update this document in the future by furnishing or making available to participants an updated version, or an appendix, memorandum, notice or replacement page containing such updated information. Accordingly, you should retain this document for future reference. By participating in the Plan, you consent to receiving copies of the Plan, this Plan document and summary and other Plan information and notices from our employee intranet (or such other intranet site as we may establish or make available to you from time to time) during such time that you are a participant in the Plan. Participation in the Plan does not affect the terms and conditions of your employment. We, or the Thomson Reuters subsidiary employing you, reserve the right to terminate your employment at any time, with or without cause. Neither Thomson Reuters nor the Thomson Reuters Stock Plan Administrator shall have any liability to any participant in the Plan if market conditions, failure of communication systems or other events or circumstances beyond their reasonable control, delay, restrict or prevent, or adversely affect the value or price realized upon liquidation or sales of Thomson Reuters Corporation common shares held in the Plan. 11

13 ANNEX A - U.S. PARTICIPANTS: SPECIAL Q&A AND PROVISIONS What are the tax implications of participating in the Plan? The following information provides a summary of the general U.S. federal income tax consequences of purchasing shares through the Plan. Different tax consequences may result from different circumstances. We have based this tax summary on U.S. federal income tax laws in effect on the date of this document. Tax laws are complex and subject to change. State and local taxes also may apply and the rules governing such taxes may vary from U.S. federal income tax rules. Thomson Reuters Corporation is a Canadian company, so dividends paid on its stock will be subject to Canadian withholding tax. You should consult your tax advisor about the possibility of a foreign tax credit when you file your U.S. federal income tax returns. Your actual income tax consequences depend upon your individual circumstances. Therefore, you should always consult with a qualified tax advisor regarding your own particular case. Your Tax Effect Through March 31, 2008, the Plan qualified for treatment under the provisions of Sections 421 and 423 of the Internal Revenue Code. However, since April 1, 2008, the Plan is no longer so qualified. When the Plan was IRS tax qualified, the 15% discount plus any gains or losses on the shares were only subject to tax when the shares were ultimately sold. Under the Plan beginning with the Offering Period that began on April 1, 2008, the 15% discount is now taxed as ordinary income at the time of purchase and not at the time of sale. Effective October 1, 2008, we withhold applicable taxes on a paycheck-by-paycheck basis, and a line item equal to the amount of ordinary income for the applicable pay period will be reported on each of your paychecks. Taxes will be withheld from your paycheck when this additional income is reported and will be based on your current tax withholding elections. For shares that you purchase beginning with the Offering Period that started on April 1, 2008, you will also recognize gain or loss when you sell your shares in an amount equal to the difference between the amount realized on the sale and the fair market value of the shares on the date you purchased the shares, as follows: if you hold your shares for a year or less, you will have a short-term capital gain or loss; or if you hold your shares for more than one year, you will have a long-term capital gain or loss. For shares that you purchased on or prior to March 31, 2008, upon the sale or other disposition of the shares, you will generally be subject to tax and the amount of the tax will depend upon how long you have held your shares. If you sell or otherwise dispose of your shares more than two years from the first day of the Offering Period during which they were purchased (and more than one year from the Purchase Date), then you generally will recognize ordinary income based on the lesser of: o o an amount equal to the excess of the fair market value of the shares at the time of your sale or disposition over your purchase price for the shares (i.e., 85% of their value on the Purchase Date), or an amount equal to 15% of the fair market value of the shares as of the first day of the applicable Offering Period when you purchased them. 12

14 Any additional gain will be treated as long-term capital gain. If the fair market value of the shares on the date of sale is less than the amount that you paid, there will be no ordinary income and any loss that you recognize will generally be considered a long-term capital loss. If you sell or otherwise dispose of your shares less than two years from the first day of the Offering Period when they were purchased, you will realize ordinary income generally measured as the excess of the fair market value of the shares on the date that you purchased them over your purchase price (i.e., 85% of their value on the Purchase Date). Any additional gain or loss on such sale or disposition will be long-term or short-term capital gain or loss, depending on how long you held your shares. A short-term capital gain is currently taxed at the same rate as ordinary income and a long-term capital gain is subject to a lower capital gains rate. This tax treatment of short and long-term capital gains may change in the future. The taxation of shares can be quite complex, so be sure to discuss the tax implications of your own situation with your tax advisor. Our Tax Effect For shares purchased prior to April 1, 2008, we are not entitled to a deduction for amounts taxed as ordinary income or capital gain to you, except to the extent ordinary income is recognized by you upon a sale or disposition of shares prior to the two-year period described above. For shares purchased after March 31, 2008, we are entitled to a deduction for amounts taxed as ordinary income to you. Is the Plan subject to ERISA or qualified under Section 401 of the Internal Revenue Code? No. The U.S. Employee Retirement Income Security Act of 1974, as amended (ERISA), does not apply to any of the provisions of the Plan. In addition, the Plan is not intended to be a qualified plan under Section 401(a) of the U.S. Internal Revenue Code. What information is incorporated by reference in this document? The SEC allows us to incorporate by reference into this document certain documents that we file with or furnish to the SEC. This means that we can disclose important information to you by referring to those documents. The information incorporated by reference is considered to be an important part of this document, and later information that we file with the SEC will automatically update and supersede that information. The following documents, which have been previously filed by Thomson Reuters with the SEC pursuant to the Securities Exchange Act of 1934, as amended, are incorporated by reference in this document and shall be deemed to be a part of this document: Unaudited consolidated financial statements of Thomson Reuters Corporation for the period ended September 30, 2008, as contained in its Form 6-K dated November 14, Management s discussion and analysis for the unaudited consolidated financial statements of Thomson Reuters Corporation for the period ended September 30, 2008, as contained in its Form 6-K dated November 14, Thomson Reuters Corporation s annual report on Form 40-F for the fiscal year ended December 31, 2007; Thomson Reuters PLC s annual report on Form 20-F for the fiscal year ended December 31, 2007; Thomson Reuters Corporation s management information circular dated February 29, 2008 relating to its special meeting of shareholders held on March 26, 2008, as contained in its Form 6-K dated February 29, 2008; Thomson Reuters Corporation s management information circular dated March 28, 2008 relating to its annual meeting of shareholders held on May 7, 2008, as contained in its Form 6-K dated April 4, 2008; 13

15 Thomson Reuters Corporation s business acquisition report contained in its Form 6-K dated May 15, 2008; and The description of Thomson Reuters Corporation s common shares contained in its registration statement on Form 40-F filed on December 11, 1998, as updated by Thomson Reuters PLC s annual report on Form 20-F for the fiscal year ended December 31, 2007, and any amendments or reports filed for the purpose of updating such description. In addition, all other documents filed by Thomson Reuters with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the date of Thomson Reuters Registration Statement on Form S-8 of which this document will form a part and prior to the filing of a post-effective amendment which indicates that all securities offered therein have been sold or which de-registers all securities then remaining unsold, and any Form 6-K during such period or portions thereof that are identified in such form as being incorporated by reference in the Registration Statement on Form S-8 of which this document will form a part, shall be deemed to be incorporated by reference in this document and to be a part hereof from the date of filing of such documents. Any statement contained in an incorporated document shall be deemed to be modified or superseded for purposes of this document to the extent that a statement contained therein or in any other subsequently filed incorporated document modifies or supersedes such statement. Any such statements so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this document. 14

16 ANNEX B CANADIAN PARTICIPANTS: SPECIAL Q&A AND PROVISIONS What classifications of Canadian employees are eligible to participate in the Plan? You are eligible to participate in the Plan if we consider you a full-time employee or permanent part-time employee. Permanent part-time is defined by Thomson Reuters Corporation and each Canadian subsidiary/division and requires their respective employees in this classification to be customarily scheduled to work a specified minimum number of hours per week. How much can I contribute to the Plan in 2009 in Canadian dollars? You are subject to a US$25,000 annual limit on the fair market value of Thomson Reuters Corporation common shares that you may acquire in any calendar year. Since you purchase shares at 85% of the NYSE closing price, your annual payroll deduction limit is US$21,250. For 2009, these limits will be C$30,500 and C$25,925, respectively. What happens to my shares if I no longer participate in the Plan? If you are no longer a Thomson Reuters employee, any shares that you previously acquired that are held in an account maintained on your behalf by Computershare will continue to be held in this account for 30 days. During this 30 day period, you need to instruct Computershare to: Transfer your shares to a brokerage account; Certificate your shares; or Sell your shares (subject to compliance with our insider trading policy). For more information on transferring shares, please see the question entitled Can I transfer my shares to a brokerage account that I maintain? If you don t give instructions to Computershare during this 30 day period, your shares will automatically be certificated and subsequently mailed to your address on record. If the value of any fractional shares held in your account does not cover the fee associated with certificating your shares, Computershare may need to sell a share or two of yours in order to cover the fee. After deducting any fee for certificating shares (if applicable), a check will be sent to you representing the value of any fractional shares held in your account. What are the tax implications of participating in the Plan? The following information provides a summary of the general Canadian federal income tax consequences of purchasing shares through the Plan. Different tax consequences may result from different circumstances. We have based this tax summary on Canadian federal income tax laws in effect on the date of this summary. Tax laws are complex and subject to change. Provincial and local taxes also may apply and the rules governing such taxes may vary from Canadian federal income tax rules. Your actual income tax consequences depend upon your individual circumstances. Therefore, you should always consult with a qualified tax advisor regarding your own particular case. Since you are permitted to buy shares at a price which is below the fair market value of the shares at the time of purchase, you will recognize a benefit for tax purposes related to the 15% discount. At the time that you make your bi-weekly contributions, the tax on the 15% discount will be deducted from each of your pay checks. If you withdraw from the Plan, your refund will include the taxes paid on the 15% discount. This taxable benefit will be included in your income and will be subject to all usual payroll taxes, such as income tax, employment insurance 15

17 and Canada Pension Plan (Quebec Pension Plan, if applicable). The 15% discount will be added to the cost base of your shares for tax purposes. To illustrate: let s assume you contributed an aggregate of C$750 in a quarterly Offering Period. For tax purposes, although your cash cost for the shares was C$750, your tax adjusted cost base will be C$882.36, which equals your cash cost of C$750 plus the calculated taxable benefit of C$ In addition, you will recognize income in the year in which you dispose of shares to the extent the shares have increased in value. Any increase in value will generally be taxed to you on a capital gains basis and must be reported by you on your tax return. One half of the amount of a capital gain must be included in income. If the shares have decreased in value, you will generally incur a capital loss when you dispose of them. One half of the amount of a capital loss may be deducted against the one half of any capital gains that must be included in income. Your income tax liability when you dispose of shares is based on the difference between your adjusted cost base of the shares and the market value of the shares at the time you dispose of them. Your adjusted cost base of the shares will generally be the fair market value of the shares at the time you purchased them. However, for capital gains (loss) purposes, the cost of all of the shares of our company that you own held outside of trusts (including RRSPs) (whether purchased under the Plan, on the market, through the exercise of stock options or otherwise) will generally be averaged. To the extent that you retain your shares in your account, the Plan administrator will mail you an annual tax form regarding any sales that you made in the previous year. Are there French translations of the Plan documentation and communications? You may request French translations of the Plan summary, the Plan document and general employee communications about the Plan. We will provide the Plan administrator with a language indicator for participants in the Plan, and employees based in Quebec will receive French translations based on their indicator. If you work in another province and would like a French translation, please contact your local Human Resources department. By enrolling the Plan, you give express consent to these procedures. Can I participate in the Plan while I am on maternity or parental leave? Even though some or all of your leave time may be unpaid, you are entitled to continue to participate in Thomson Reuters benefit plans, including the Plan, during the entire period of your leave. While on maternity or parental leave, you must comply with all relevant Plan deadlines, including deadlines for elections to enroll or withdraw. If I elect to participate in the Plan while I am on maternity or parental leave, how will I pay Thomson Reuters for my share purchases? As no earnings are made during all or part of a maternity leave or parental leave, you will be required to make alternative payment arrangements, usually by providing your Payroll department with post-dated checks. During any paid portion of your leave, you will be able to have amounts continue to be deducted directly from payroll. Please contact your Payroll department for more information. If I choose not to return to work, how will my payroll contributions be affected? If you resign from Thomson Reuters during a maternity or parental leave, you are required by law to give Thomson Reuters four weeks notice. 16

18 Can I still participate in the Plan while I am on disability leave? If you are on short-term disability, you will still be eligible to participate in the Plan. Your contribution amounts will be based on the percentage of eligible compensation that you previously elected. If you are on long-term disability, you will not be eligible to participate in the Plan, since you will be paid during your leave by our insurance carrier. 17

19 ANNEX C SINGAPORE EMPLOYEES: SPECIAL Q&A AND PROVISIONS Are my contributions on a before-tax or after-tax basis? Your contributions will be on an after-tax basis. How much can I contribute to the Plan in 2009 in Singapore dollars? You are subject to a US$25,000 annual limit on the fair market value of Thomson Reuters Corporation common shares that you may acquire in any calendar year. Since you purchase shares at 85% of the NYSE closing price, your annual payroll deduction limit is US$21,250. For 2009, these limits will be S$37,500 and S$31,875, respectively. Where can I sell my shares? Your shares can only be sold publicly through the securities exchanges on which they are listed, which are the Toronto Stock Exchange and the New York Stock Exchange. What are the tax implications of participating in the Plan? The following information provides a summary of the general Singapore income tax consequences of purchasing shares through the Plan. Different tax consequences may result from different circumstances. We have based this tax summary on Singapore income tax laws in effect on the date of this summary. Tax laws are complex and subject to change. Your actual income tax consequences depend upon your individual circumstances. Therefore, you should always consult with a qualified tax advisor regarding your own particular case. There is no tax payable when you are granted an automatically exercisable right or option to purchase shares under the Plan, except where the deemed exercise rule is applicable (see below). In addition, there is no tax impact at the end of each quarter when you purchase shares. You will have a taxable event when the Plan s selling restriction is lifted (i.e., when the holding period expires) for each tranche of shares that you acquire. As specified in the Plan, upon the purchase of shares, you must hold them for at least three months before you can sell them. At the end of the holding period, you would have a tax obligation equal to: The market price of Thomson Reuters Corporation common shares at the time that the holding period expires MINUS Your original purchase price for the shares. Any gains are treated as ordinary income to you at your marginal tax rate. The top marginal rate is currently 20% for a Singapore resident. You are responsible for reporting this tax liability as part of your normal tax reporting, and information regarding your purchase price and applicable market prices will be available to you on the Computershare website related to the Plan. Central Provident Fund (CPF) contributions are not payable on the gains. 18

20 When you sell the shares, you will not be subject to tax on any gain realized, as there is currently no capital gains tax in Singapore. For a non-singapore citizen, a non-singapore permanent resident (SPR) employee or an SPR employee leaving Singapore permanently or leaving Singapore for a period of over 3 months, Thomson Reuters must file a tax clearance return to report your remuneration up to the date of cessation from Singapore employment. The tax clearance return must be filed at least one month before the date of cessation and/or departure of the employee from Singapore, whichever is earlier. In addition, Thomson Reuters must withhold all monies due and payable to you. The amount withheld can only be released to you after tax clearance has been obtained from the Inland Revenue Authority of Singapore (IRAS) or on the expiry of 30 days from the date of receipt of the Form IR21 by the IRAS. Under the deemed exercise rule, a departing employee is deemed to have derived a gain from an unexercised right or option or the selling restriction has not yet lapsed at the time that is one month before the date of cessation of employment. The amount of the deemed exercise gain is based on the fair market value of the shares one month before the date of cessation or the grant date of the right or option (whichever is later), less the price payable for the shares. It is Thomson Reuter s responsibility to report the deemed exercise gain in the tax clearance return. The deemed exercise rule only applies to grants issued on or after 1 January 2003 while exercising Singapore employment. Where the deemed exercise gain is higher than the actual gain, you can apply to the IRAS for reassessment of the share gains within four years following the year of the application of the deemed exercise rule.. 19