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CUSIP No. 884903 7 09 |
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Explanatory Note
The common shares (the Common Shares) of Thomson Reuters Corporation (Thomson Reuters) that are the subject matter of this
Schedule 13G include the 313,295,787 Common Shares that are the subject matter of a Schedule 13D, as amended, filed on February 14, 2024 by The Woodbridge Company Limited (Woodbridge), which beneficially owns those
313,295,787 Common Shares.
The Bank of Nova Scotia (the Bank) and its subsidiary, The Bank of Nova Scotia Trust Company (the
Trust Company), have been advised by Woodbridge as follows in the balance of this paragraph: As of January 31, 2024, Woodbridge is the beneficial owner of 313,295,787 Common Shares representing approximately 69.3% of the
outstanding Common Shares. Woodbridge, a private company, is the primary investment vehicle for members of the family of the late Roy H. Thomson, the first Lord Thomson of Fleet. Prior to his death in 2006, Kenneth R. Thomson controlled Thomson
Reuters through Woodbridge. He did so by holding shares of a holding company of Woodbridge, Thomson Investments Limited. Under his estate arrangements, the 2003 TIL Settlement, a trust of which the Trust Company is trustee and members of the family
of the late first Lord Thomson of Fleet are beneficiaries, holds those holding company shares. Kenneth R. Thomson established these arrangements to provide for long-term stability of the business of Woodbridge. The equity of Woodbridge continues to
be owned by members of successive generations of the family of the first Lord Thomson of Fleet. Under the Kenneth R. Thomson estate arrangements, the directors and officers of Woodbridge are responsible for its business and operations. In certain
limited circumstances, including very substantial dispositions of Common Shares by Woodbridge, the estate arrangements provide for approval of the Trust Company, as trustee, to be obtained.
The filing of this Schedule 13G by the Bank and the Trust Company should not be construed as an admission that either the Trust Company or the Bank is,
for purposes of section 13(d) or 13(g) of the Act (defined on p.1), the beneficial owner of the 313,295,787 Common Shares included in this Schedule 13G.
The Trust Company became Trustee in the ordinary course of its corporate trust business and not with any purpose or effect of changing or influencing control
of Thomson Reuters.
ITEM 1(a). |
NAME OF ISSUER: |
Thomson Reuters Corporation
ITEM 1(b). |
ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICES: |
The principal executive office of Thomson Reuters Corporation is located at 19 Duncan Street, Toronto, Ontario, Canada, M5H 3H1.
ITEM 2(a). |
NAME OF PERSON FILING: |
This Schedule 13G is being filed by the Bank and its subsidiary, the Trust Company. The Bank and the Trust Company are filing this Schedule 13G
because the Trust Company is trustee of a trust which forms part of the estate arrangements of Kenneth R. Thomson. For further explanation of the background of the arrangements relating to Woodbridges ownership of the Common Shares, see the
Explanatory Note above.
ITEM 2(b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
The principal address of the Bank is 40 Temperance Street, Toronto, Ontario, M5H 0B4, Canada and the principal address of the Trust Company is 44 King Street
West, Toronto, Ontario, M5H 1H1, Canada.
The Bank is a chartered bank organized under the laws of Canada.
The Trust Company is a trust company organized under the laws of Canada.