ex4_2.htm


    
      

    

    
      Exhibit
4.2

      


      DESCRIPTION
OF THE AMENDED AND RESTATED DIVIDEND REINVESTMENT PLAN

      OF
THOMSON REUTERS CORPORATION

      


      PURPOSE
OF THE PLAN

       

      
        The
purpose of our amended and restated dividend reinvestment plan is to provide
holders of our common shares resident in Canada, the United States and the
United Kingdom (and certain other eligible jurisdictions) with a simple and
convenient method of investing cash dividends declared on our common shares in
additional common shares of Thomson Reuters Corporation, without paying any
brokerage commissions or service charges.

        


        We
presently pay quarterly dividends on our common shares. The rate at which we pay
dividends takes into account all factors that our board considers relevant from
the perspective of our company, including our available cash flow, financial
condition and capital requirements. Our dividend policy is reviewed annually by
the board and the decision to declare dividends is at the discretion of our
board.

        


        PARTICIPATION
IN THE PLAN

        


        Eligibility

        


        You are
eligible to participate in the plan if you are a registered or beneficial owner
of common shares resident in Canada, the United States or the United Kingdom
(and certain other eligible jurisdictions) and meet the requirements outlined
below. Shareholders resident in other jurisdictions may be allowed to
participate in the plan only if we determine that participation should be made
available to those shareholders taking into account the necessary steps to
comply with the laws relating to the offering and the sale of common shares in
the jurisdiction of those shareholders. Holders of our Depositary Interests
(which represent common shares) who are resident in eligible jurisdictions may
also enroll in the plan.

        


        Enrollment
– Registered Shareholders

        


        If you
are a registered shareholder, you may enroll all of your common shares in the
plan. To become a participant, you must complete an enrollment form and forward
it to Computershare Trust Company of Canada (“Computershare”) in the manner
indicated below. You may obtain an enrollment form at any time from the
“Investor Relations” section of www.thomsonreuters.com or by making a request to
Computershare.

        


        Your
participation in the plan will commence with the next dividend payment date
after Computershare receives your enrollment form, provided Computershare
receives it at least five business days before the record date of the dividend.
If an enrollment form is received by Computershare after that date, that
dividend will be paid to you in the usual manner and your participation in the
plan will commence with the next dividend. Dividend record dates for the common
shares have historically been approximately three to four weeks prior to the
dividend payment dates.

        


        If the
common shares are registered in more than one name, all registered holders must
sign the enrollment form. Also, if your total holding is registered in different
names (e.g., full name on some share certificates and initials and surname on
other share certificates), a separate enrollment form must be completed for each
different registration name. If dividends from all shareholdings are to be
reinvested under one account, registration must be identical.

        


        Enrollment
– Beneficial Owners of Common Shares

        


        If you
are a beneficial owner whose common shares are registered in the name of CDS
Clearing and Depository Services Inc. (“CDS”) or The Depository Trust Company
(“DTC”) or a name other than your own, you may participate in the plan by
(i) having those common shares transferred into your name directly and then
enroll such common shares in the plan or (ii) make appropriate arrangements
with the broker, investment dealer, financial institution or other nominee who
holds your common shares to enroll in the plan on your behalf, either as a
nominee that delivers a completed and executed enrollment form to Computershare
in the manner provided in the plan, or, if applicable, as a CDS participant or a
DTC participant through enrollment by CDS or DTC, respectively.

         

        If you
are a beneficial owner of common shares and wish to enroll in the plan through a
CDS participant or a DTC participant in respect of your common shares registered
through CDS or DTC, appropriate instructions must be received by CDS or DTC, as
applicable, from the CDS participant or DTC participant not later than such
deadline as may be established by CDS or DTC from time to time, in order for the
instructions to take effect on the dividend payment date to which that dividend
record date relates.

      

      

        
          
             


          

          
            1

            
              

            

          

          
             


          

        

      

       

      
        Instructions
received by CDS or DTC after their internal deadline will not take effect until
the next following dividend payment date. CDS participants and DTC participants
holding common shares on behalf of beneficial owners of common shares registered
through CDS or DTC must arrange for CDS or DTC, as applicable, to enroll such
common shares in the plan on behalf of such beneficial owners in respect of each
dividend payment date.

        


        If you
are a beneficial owner of common shares, you should contact your broker,
investment dealer, financial institution or other nominee who holds your common
shares to provide instructions regarding your participation in the plan and to
inquire about any applicable deadlines that the nominee may impose or be subject
to and to confirm what fees, if any, the nominee may charge to enroll all or any
portion of your common shares in the plan on your behalf or whether the
nominee’s policies might result in any costs otherwise becoming payable by
you.

         

        Enrollment
– Holders of Depositary Interests

        


        If you
are a holder of Depositary Interests representing common shares and you reside
in an eligible jurisdiction, you may enroll all of your Depositary Interests in
the plan. To become a participant, you must complete an enrollment form and
forward it to Computershare Investor Services PLC (“Computershare UK”) in the
manner indicated below. You may obtain an enrollment form at any time from the
“Investor Relations” section of www.thomsonreuters.com or by making a request to
Computershare UK.

        


        Your
participation in the plan will commence with the next dividend payment date
after Computershare UK receives your enrollment form, provided Computershare UK
receives it at least five business days before the record date of the dividend.
If an enrollment form is received by Computershare UK after that date, that
dividend will be paid to you in the usual manner and your participation in the
plan will commence with the next dividend. Dividend record dates for the common
shares have historically been approximately three to four weeks prior to the
dividend payment dates.

         

        If the
Depositary Interests are registered in more than one name, all registered
holders must sign the enrollment form. Also, if your total holding is registered
in different names (e.g., full name on some Depositary Interest statements and
initials and surname on other Depositary Interest statements), a separate
enrollment form must be completed for each different registration name. If
dividends from all holdings are to be reinvested under one account, registration
must be identical.

        


        As
Depositary Interests represent common shares, references to common shares in the
discussion below should also be read to include Depositary Interests, as
applicable. In addition, references to Computershare in the discussion below
should be read as references to Computershare UK, as applicable, for holders of
Depositary Interests.

        


        Depositary
Interests are not being offered or sold in the United States.

        


        Continued
Enrollment

         

        Once you
have enrolled in the plan (other than through CDS or DTC), you will
automatically remain enrolled until you discontinue participation, until we
terminate the plan or if you change your residence to a country where residents
of your new country are not eligible to participate in the plan (see “Amendment,
Suspension or Termination”).

        


        CDS or
DTC, as applicable, will provide instructions to Computershare regarding the
extent of its participation in the plan, on behalf of beneficial owners of
common shares, in respect of every dividend payment date on which cash dividends
otherwise payable to CDS or DTC, as applicable, as shareholder of record, are to
be reinvested under the plan.

         

        Any
common shares acquired outside of the plan which are not registered in exactly
the same name or manner as common shares enrolled in the plan will not be
automatically enrolled in the plan. If you purchase additional common shares
outside the plan, you are advised to contact Computershare to ensure that all
common shares you own are enrolled in the plan.

         

        For
holders of common shares, death will not affect your election to participate.
Upon death, your participation will remain effective until terminated by a
personal representative of your estate or by us. For holders of Depositary
Interests, participation will cease upon death.

         

        Certain
Limitations

         

        You may
not transfer the right to participate in the plan to another
person.

      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

      
        Subject
to applicable law and regulatory policy, we reserve the right to determine, from
time to time, a minimum number of common shares that a participant must hold in
order to be eligible to participate in, or continue to participate in, the plan.
Without limitation, we further reserve the right to refuse participation in the
plan to, or terminate the participation of, any person who, in our sole opinion,
is participating in the plan primarily with a view to arbitrage trading, whose
participation in the plan is part of a scheme to avoid applicable legal
requirements or engage in unlawful behavior or has been artificially
accumulating our securities, for the purpose of taking undue advantage of the
plan to our detriment. We may also deny the right to participate in the plan to
any person or terminate the participation of any participant in the plan if we
deem it advisable under any laws or regulations.

        


        METHOD
OF PURCHASE

        


        Under the
terms of the plan, if you are a holder of common shares, through the enrollment
form you may direct Computershare to reinvest all cash dividends on all common
shares registered in your name to purchase newly issued common shares. You will
not be entitled to direct payment of less than 100% of all cash dividends on the
common shares you own. Cash dividends payable on common shares registered for a
participant in the plan, after deduction of any applicable withholding tax, will
be paid to Computershare and applied automatically by Computershare on each
dividend payment date to the purchase of common shares for that participant.
Your account (or, in the case of CDS and DTC, credited by Computershare to CDS
and DTC, respectively, which will each in turn credit the accounts of the
applicable CDS participants or DTC participants, respectively) will be credited
with the number of common shares, including fractions, equal to the cash
dividends reinvested for you divided by the applicable purchase price for the
common shares. As discussed below in the section entitled “Fractional Common
Shares”, Computershare UK will not maintain fractional holdings in Depositary
Interests.

        


        PURCHASE
PRICE

        


        The
purchase price of common shares to be purchased on your behalf with reinvested
cash dividends on your common shares will be the weighted average trading price
for the common shares on the Toronto Stock Exchange for the five trading days
preceding the record date for the dividend. Participants will not be charged any
brokerage commissions or service charges and all administration costs of the
plan will be paid by us. Any cash dividends payable in currencies other than
Canadian currency will be translated into Canadian dollars at the applicable
Canadian dollar exchange rate on the record date for the dividend (or the next
business day if this day is not a business day).

        


        FRACTIONAL
COMMON SHARES

        


        Computershare
will credit your account with fractions of common shares and dividends in
respect of such fractions to allow full investment of eligible funds. The
rounding of any fractional interest shall be determined by Computershare using
such methods as it deems appropriate in the circumstances.

        


        Computershare
UK will not maintain fractional holdings in Depositary Interests. Instead,
Computershare UK will hold any residual cash left over on behalf of holders of
Depositary Interests. No interest will be payable on this residual cash. The
next time that a dividend is paid, this residual cash will be used to acquire
additional whole Depositary Interests.

        


        PLAN
ADMINISTRATION

        


        Computershare,
as agent for plan participants, will administer the plan. Its responsibilities
include:

        


        
          	
                   
      

                	
                  —

                	
                  receiving
      eligible funds;

                


        

        


        
          	
                   
      

                	
                  —

                	
                  purchasing
      and holding the common shares accumulated under the
  plan;

                


        

        


        
          	
                   
      

                	
                  —

                	
                  reporting
      regularly to the participants; and

                


        

        


        
          	
                   
      

                	
                  —

                	
                  other
      duties required by the plan.

                


        

        


        Common
shares purchased under the plan will be registered in the name of each
participant and will be held by Computershare in the accounts of participants.
We will pay all costs of administering the plan, including the fees and expenses
of Computershare. Computershare will be paid fees for its services as may, from
time to time, be agreed upon by Computershare and us.

      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      REPORTS
TO PARTICIPANTS

       

      
        Computershare
will maintain a separate account for each participant in the plan. You will
receive from Computershare a detailed statement of your account following each
dividend payment (or, in the case of CDS participants and DTC participants, CDS
or DTC, as the case may be, will receive such statement on behalf of beneficial
owners participating in the plan). This statement will set out the record date,
the dividend payment date, the amount of cash dividend paid on your common
shares, the amount of any applicable withholding tax, the number of common
shares purchased through the plan with respect to such dividend, the purchase
price per common share and the updated total number of common shares being held
by Computershare for a participant’s account. Statements provided to
holders of Depositary Interests will also reflect any residual cash
balance.

        


        TERMINATION
FROM THE PLAN

        


        You may
terminate your participation in the plan at any time by writing to Computershare
if you are a registered holder of common shares (or in the case of beneficial
owners, by making arrangements to terminate your participation through your
nominee).

        


        Computershare
must receive your notice of termination at least five business days before the
record date for the next dividend payment. If Computershare receives your
termination request after this date, the withdrawal will be effective the day
following the dividend payment date. When a registered holder withdraws from the
plan, certificates for whole common shares credited to its account under the
plan will be issued, and a cash payment will be made for any fraction of a
common share based upon the closing price of the common shares on the Toronto
Stock Exchange on the day immediately preceding the effective date of
termination. Registered holders of common shares may alternatively request a DRS
transfer (book entry registration without a certificate). Thereafter, cash
dividends on any of our common shares that a registered holder continues to hold
will be paid to it and will not be reinvested.

        


        For
holders of common shares, death will not affect a holder’s election to
participate in the plan which will remain effective until terminated by a
personal representative of your estate or by us. For holders of Depositary
Interests, participation will cease upon death.

        


        CERTIFICATES
AND OWNERSHIP STATEMENTS

        


        All
common shares purchased pursuant to the plan will be credited to your individual
account held by Computershare if you are a registered holder of common shares.
This protects registered holders against the loss, theft or destruction of share
certificates. If a registered holder requests, in accordance with this
paragraph, or if a registered holder withdraws from the plan or if the plan
terminates, Computershare will issue and deliver certificates for all whole
common shares credited to an account. The number of common shares held for a
registered holder under the plan (less any common shares for which certificates
have been delivered) will be shown on a statement of account. A registered
holder may request delivery of share certificates by writing to Computershare;
however certificates for less than five common shares will not be issued except
upon withdrawal from or termination from the plan. In no event will certificates
be issued for fractional shares. Certificates will be sent to a registered
holder after Computershare receives a written request.

        


        Accounts
under the plan are maintained in the names in which the common shares of the
participants were registered at the time they enrolled in the plan.
Consequently, certificates for shares will be similarly registered when
issued.

        


        Registered
holders may alternatively request a DRS transfer (book entry registration
without a certificate).

        


        Shares
purchased on behalf of holders of Depositary Interests will be transferred to
the custodian of the Depositary Interest service, and a corresponding number of
Depositary Interests will be credited to your relevant account.

        


        SHAREHOLDER
VOTING

        


        For any
meeting of shareholders, your common shares will be voted as you direct or you
may vote by proxy or in person at the meeting of shareholders. A fractional
share does not carry the right to vote.

        


        RIGHTS
OFFERINGS

        


        If we
have a rights offering pursuant to which holders of our common shares may
subscribe for additional common shares or other securities, rights attributable
to fractional interests held for participants under the plan will be sold by
Computershare and the net proceeds will be used to acquire additional common
shares and participants’ respective entitlements thereto will be credited to
their accounts.

        


        STOCK
SPLITS AND STOCK DIVIDENDS

        


        Common
shares distributed pursuant to a stock dividend or a stock split on shares held
by Computershare for a participant under the plan will be retained by
Computershare and credited by Computershare proportionately to the accounts of
the participants in the plan.

      


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      STOCK
SPLITS AND STOCK DIVIDENDS

      


      Common
shares distributed pursuant to a stock dividend or a stock split on shares held
by Computershare for a participant under the plan will be retained by
Computershare and credited by Computershare proportionately to the accounts of
the participants in the plan.

      


      LIABILITY
OF THE COMPANY AND COMPUTERSHARE

      


      We and
Computershare, in administering the plan, are not liable for any act or omission
to act, including, without limitation, any claims of liability: (a) with
respect to receipt or non-receipt of any payment, form or other writing
purported to have been sent to us or Computershare; (b) actions taken as a
result of inaccurate and incomplete information or instructions; (c) in
respect of any decision to amend, suspend, terminate or replace the plan in
accordance with the terms hereof; (d) in respect of the involuntary
termination of your participation in the plan in the circumstances described
herein; (e) with respect to the prices at which common shares are purchased
for your account and the times such purchases are made; or (f) in respect
of income taxes or other liabilities payable by any participant or beneficial
owner in connection with their participation in the plan.

      


      Neither
we nor Computershare can assure a profit or protect against a loss on common
shares purchased under the plan.

      


      Both we
and Computershare shall have the right to reject any request regarding
enrollment, withdrawal or termination from the plan if such request is not
received in proper form. Any such request will be deemed to be invalid until any
irregularities have been resolved to our satisfaction and/or Computershare’s
satisfaction. Neither we nor Computershare are under any obligation to notify
any shareholder of an invalid request.

      


      AMENDMENT,
SUSPENSION OR TERMINATION OF THE PLAN

      


      We
reserve the right to amend, modify, suspend or terminate the plan at any time,
but such actions shall have no retroactive effect that would prejudice your
interests. Computershare will notify you in writing of any modifications made to
the plan that in our opinion may materially prejudice participants. Generally,
no notice will be given to participants regarding any amendments to the plan
intended to cure, correct or rectify any ambiguities, defective or inconsistent
provisions, errors, mistakes or omissions.  If we terminate the plan,
Computershare will remit to registered holders as soon as possible, certificates
for whole common shares held in their accounts under the plan and cash payments
for any fraction of a common share based upon the closing price of the common
shares on the Toronto Stock Exchange on the day immediately preceding the
effective date of termination of the plan. If we suspend the plan, Computershare
will make no investment on the dividend payment date immediately following the
effective date for such suspension. Any common share dividends subject to the
plan and paid after the effective date of such suspension will be remitted by
Computershare to the participants to whom these are due.

      


      NOTICES

       

      All
notices from Computershare to participants will be addressed to registered
holders at their last known address on Computershare’s register.  All
notices, requests, elections or instructions under the plan required or
permitted to be given to Computershare should be in writing and signed and
should be sent to the following address:

       

      Holders of common shares:

       

      Computershare
Trust Company of Canada

      Attention:
Dividend Reinvestment Department

      100
University Avenue, 9th Floor

      Toronto,
Ontario M5J 2Y1

      Canada

      


      
        	
                Tel:

              	
                (800)
      564-6253 (in Canada and the United
States)

              


      

      (514)
982-7555 (from any country)

      
        	
                Fax:

              	
                (888)
      453-0330

              


      

      
        	
                Email:

              	
                service@computershare.com

              


      

      
        	
                Website
      URL:

              	
                www.computershare.com

              


      

       

      
        Holders of Depositary
Interests:

        


        Computershare
Investor Services PLC

        The
Pavilions, Bridgwater Road

        Bristol
BS99 6ZZ

        United
Kingdom

        


        Tel:    
+44 (0) 870 707 1804

        Email:                              
!allukglobaltransactionteam@computershare.co.uk

        Website
URL:                www.computershare.com

         

      

      
        
          
             


          

          
            5

            
              

            

          

          
             


          

        

      

       

      GENERAL

      


      We
reserve the right to interpret and regulate the plan as we deem necessary or
desirable and any such interpretation or regulation will be final.

      


      Unless
the context requires otherwise, words importing the singular number only shall
include the plural and vice versa, words importing the masculine gender shall
include feminine and neuter genders and vice versa, and words importing persons
shall include individuals, partnerships, associations, trusts, unincorporated
organizations and corporations.

      


      GOVERNING
LAW

      


      The plan
shall be governed and construed in accordance with the laws in force of the
Province of Ontario, Canada.



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