##### 



Exhibit 3.2
  THE COMPANIES ACT 1985 AND 2006
 PUBLIC COMPANY LIMITED BY SHARES
 
 ARTICLES OF ASSOCIATION
 OF
 THOMSON REUTERS PLC




---



##### 



CONTENTS
 Page
 1. EXCLUSION OF OTHER REGULATIONS
    
    
    12. DEFINITIONS AND INTERPRETATION
    
    
    12.1 Headings
    
    
    12.2 References to Articles
    
    
    12.3 References to shareholders
    
    
    22.4 Definitions
    
    
    23. SHARE CAPITAL
    
    
    174. VARIATION OF RIGHTS
    
    
    184.1 Consents required for variation
    
    
    184.2 When shares not a separate class
    
    
    184.3 Rights not varied by issue of further shares or permission to hold or transfer
Uncertificated Shares; exception for Reuters Founders Share
    
    
    195. ALTERATION OF SHARE CAPITAL
    
    
    195.1 Company may increase capital; consent of the holder of the Reuters Founders
Share required for creation of shares with voting rights not identical to those of Ordinary
Shares
    
    
    195.2 Company may consolidate, cancel and subdivide shares (other than the Reuters
Founders Share)
    
    
    195.3 Fractional entitlements to shares
    
    
    205.4 Company
may purchase its own shares (other than the Reuters Founders Share)
    
    
    215.5 Company may reduce its capital  exception regarding the Reuters Founders Share
    
    
    216. SHARES
    
    
    216.1 Company may issue shares with whatever rights or restrictions, but consent of
the holder of the Reuters Founders Share required for issue of shares not identical to Ordinary
Shares
    
    
    216.2 Directors may issue shares, but consent of the holder of the Reuters Founders
Share required for issue of shares not identical to Ordinary Shares
    
    
    216.3 Section 80 authority for allotments of relevant securities
    
    
    226.4 Disapplication of section 89(1) (pre-emption) for allotments under section 80
authority
    
    
    226.5 Company may pay commissions and brokerages
    
    
    236.6 Company may recognise renunciations of allotments
    
    
    236.7 Company not bound to recognise trusts of shares
    
    
    237. RIGHTS IN RELATION TO AN ACQUIRING PERSON
    
    
    247.1 Service of notice on Acquiring Person
    
    
    247.2 Voting rights of the holder of the Reuters Founders Share
    
    
    247.3 Directors resolution as to a person being Acquiring Person conclusive
    
    
    267.4
Directors resolution as to shares being shares of an Acquiring Person conclusive
    
    
    277.5 Notices under Article 7 to be in writing
    
    
    277.6 No obligation to serve notice if address unknown
    
    
    277.7 Articles on notices to apply
    
    
    277.8 Service of notices on non-shareholders
    
    
    277.9 Directors decisions conclusive
    
    
    287.10 Company register of share Interests
    
    
    287.11 Directors to inform other Directors regarding Acquiring Persons
    
    
    287.12 ADR Custodians and ADS holders
    
    
    287.13 Interests in shares  exclusions
    
    
    297.14 Suspension of voting rights
    
    
    297.15 Calculation of votes
    
    
    298. UNCERTIFICATED SHARES
    
    
    298.1 Directors may permit shares to be a Participating Security
    
    
    298.2 Shares may be changed from uncertificated to certificated form and vice versa
    
    
    30




---



##### 



Page
 8.3 Uncertificated Shares are not a separate class
    
    
    308.4 Disapplication of inconsistent Articles
    
    
    309. POWER OF SALE OF UNCERTIFICATED SHARES
    
    
    309.1 Powers of Company in respect of procuring sales of Uncertificated Shares
    
    
    3010. ORDINARY SHARES
    
    
    3110.1 Notice of meetings and voting rights
    
    
    3110.2 Dividends
    
    
    3110.3 Liquidation, dissolution and winding up
    
    
    3211. SPECIAL VOTING SHARE
    
    
    3211.1 Notice of meetings and voting rights
    
    
    3211.2 Adjustments
    
    
    3311.3 Dividends
    
    
    3411.4 Liquidation, dissolution and winding up
    
    
    3411.5 Redemption
    
    
    3511.6 No transfer of Special Voting Share
    
    
    3511.7 Amendment of rights and obligations
    
    
    3612. THE REUTERS FOUNDERS SHARE
    
    
    3612.1 Reuters Founders Share may defeat resolution to vary or abrogate its rights
    
    
    3612.2 Deemed variations or abrogations of Reuters Founders Share rights
    
    
    3612.3 Action without consent of the holder of the Reuters Founders Share a deemed
variation or abrogation
    
    
    3712.4 Definition and interpretation as regards Control of Company
    
    
    3712.5 Directors to inform other Directors (and Directors to inform the holder of the
Reuters Founders Share) of attempts to gain Control
    
    
    3712.6 Reuters Founders Share Control Notices
    
    
    3812.7 Rescission of Reuters Founders Share Control Notice
    
    
    3812.8 Voting rights of Reuters Founders Share whilst Reuters Founders Share Control
Notice in force
    
    
    3812.9 Opinions of the holder of the Reuters Founders Share conclusive
    
    
    4212.10 Holder of the Reuters Founders Share may requisition general meetings other
than annual general meetings
    
    
    4212.11 Directors to convene requisitioned meeting and circulate any statement of the
holder of the Reuters Founders Share
    
    
    4312.12 Holder of the Reuters Founders Share may convene meeting if Directors in
default
    
    
    4312.13 Holder of the Reuters Founders Share may convene general meetings other than
annual general meetings while Reuters Founders Share Control Notice in force
    
    
    4412.14 Holder of the Reuters Founders Share may receive notice of and attend and
speak at general meetings
    
    
    4412.15 Consultation between Directors and Reuters Trustees
    
    
    4412.16 Reuters Trustees entitled to make representations to the Directors
    
    
    4512.17 Dividends
    
    
    4512.18 Liquidation, dissolution and winding up
    
    
    4512.19 No transfer of Reuters Founders Share
    
    
    4512.20 Consent of the holder of the Reuters Founders Share
    
    
    4512.21 Notices and other communications
    
    
    4613. SHARE CERTIFICATES
    
    
    4613.1 Contents of share certificates
    
    
    4613.2 Certificates for Joint holders
    
    
    4613.3 Entitlement of shareholders holding Certificated Shares to share certificates
    
    
    4613.4 Entitlement to balancing certificates
    
    
    4613.5 Entitlement to consolidating certificates
    
    
    4613.6 Directors may issue split certificates
    
    
    4713.7 Replacement of damaged, lost or stolen certificates
    
    
    4713.8 Requests for replacement certificates for joint holders
    
    
    4713.9 Entitlement to certificate for shares changed to Certificated Shares
    
    
    4713.10 No entitlement to certificate in respect of Uncertificated Shares
    
    
    4714. CALLS ON SHARES
    
    
    4714.1 Directors may make calls for amounts unpaid on shares
    
    
    47




---



##### 



Page
 14.2 Obligation to pay calls
    
    
    4814.3 Interest on unpaid calls
    
    
    4814.4 Calls deemed to be made when so provided by terms of issue of shares
    
    
    4814.5 Directors discretion as to amounts and times of calls on issue of shares
    
    
    4814.6 Directors may accept and pay interest on moneys in advance of calls
    
    
    4815. FORFEITURE AND LIEN
    
    
    4915.1 Directors may serve payment notice in respect of unpaid calls
    
    
    4915.2 Notice to provide for forfeiture of shares
    
    
    4915.3 Forfeiture of shares
    
    
    4915.4 Forfeited or surrendered share the property of the Company
    
    
    4915.5 Ex-shareholder to remain liable for moneys unpaid on forfeited shares
    
    
    4915.6 Company to have lien on shares not fully paid
    
    
    5015.7 Companys power of sale under lien
    
    
    5015.8 Application of sale proceeds
    
    
    5015.9 Title to shares sold under lien or after forfeiture
    
    
    5016. TRANSFER OF SHARES
    
    
    5116.1 Requirements as to form of transfers of Certificated Shares
    
    
    5116.2 Requirements as to transfers of Uncertificated Shares
    
    
    5116.3 Transferor to remain holder until transfer actually registered
    
    
    5116.4 Directors may suspend registration of transfers
    
    
    5116.5 Directors may refuse to register certain renunciations and transfers of
Certificated Shares
    
    
    5116.6 Directors may refuse to register transfers of Certificated Shares of more than
one class of share, unstamped transfers or transfers unaccompanied by proof of transferors
title
    
    
    5216.7 Registration of transfers of Uncertificated Shares
    
    
    5216.8 Directors to notify refusals to register transfers of Uncertificated Shares
    
    
    5216.9 Company may retain registered transfers
    
    
    5216.10 No fee for registration of transfers or related documents
    
    
    5216.11 Company may destroy documents after certain periods
    
    
    5317. TRANSMISSION OF SHARES
    
    
    5317.1 Personal representatives of deceased holders entitled to shares but liabilities
of estate continue
    
    
    5317.2 Registration of persons entitled to shares by operation of law
    
    
    5317.3 Registration of other persons
    
    
    5417.4 Limitations apply to such transfers
    
    
    5417.5 Entitlement to share rights pending registration of persons entitled to shares
by operation of law
    

    
    5418. UNTRACED SHAREHOLDERS
    
    
    5418.1 Company may sell shares of untraced holders after certain periods
    
    
    5418.2 Power of sale to extend to additional shares
    
    
    5518.3 Procedures for exercise of power of sale
    
    
    5519. TAKEOVER BIDS
    
    
    5619.1 Equivalent Treatment Principle
    
    
    5619.2 Qualifying Takeover Bids
    
    
    5720. GENERAL MEETINGS
    
    
    5920.1 Annual general meetings to be held
    
    
    5920.2 Directors to convene general meetings other than annual general meetings
    
    
    5921. NOTICE OF GENERAL MEETINGS
    
    
    5921.1 Periods of notice for general meetings
    
    
    5921.2 Determination of record date for serving notices of meetings
    
    
    5921.3 Accidental non-delivery of notice to or non-receipt of notice by any person
(except to the holder of the Reuters Founders Share) not to invalidate proceedings at
meeting
    
    
    6021.4 Contents of notices of general meetings
    
    
    6021.5 Notice of annual general meeting
    
    
    6021.6 Notices to identify special business
    
    
    6021.7 Determination of record date for entitlement to attend and vote at general meetings
    
    
    6021.8 Routine business of annual general meetings
    
    
    61




---



##### 



Page
 22. PROCEEDINGS AT GENERAL MEETINGS
    
    
    6122.1 Directors may attend and speak at general meetings
    
    
    6122.2 Directors may make provision for persons (other than the holder of the Reuters
Founders Share) to attend general meetings at satellite venues
    
    
    6122.3 Discretion of Chairman to interrupt or adjourn general meetings
    
    
    6222.4 Directors may arrange for persons to hear, see and speak at general meetings by
audio-visual means
    
    
    6222.5 Validity of meetings if accommodation inadequate
    
    
    6222.6 Rights of shareholders to take part in general meetings
    
    
    6322.7 Chairmans power to adjourn in certain circumstances
    
    
    6322.8 Notice of adjournment not required
    
    
    6322.9 Amendments to resolutions
    
    
    6322.10 Arrangements for security of general meetings
    
    
    6423. VOTES OF SHAREHOLDERS
    
    
    6423.1 Votes on show of hands and on polls
    
    
    6423.2 Votes of joint holders
    
    
    6423.3 Votes by receivers and others on behalf of shareholders suffering from mental
disorder
    
    
    6423.4 No shareholders to vote if sums unpaid on shares
    
    
    6523.5 Direction Notices to shareholders and others not entitled to vote because in
default under section 793
    
    
    6523.6 Cesser of effect of Direction Notices
    
    
    6623.7 Direction Notices and depositaries
    
    
    6623.8 Obligations of depositary under Direction Notice
    
    
    6623.9 Interpretation of paragraphs 23.4 to 23.8
    
    
    6723.10 Saving for Directors powers under section 794(1)
    
    
    6723.11 Holder of the Reuters Founders Share may require Directors to serve notice
under section 793 of the CA 2006 or a Direction Notice or to apply to Court under section 794(1)
of the CA 2006
    
    
    6823.12 Objections to admissibility of votes to be raised only at the relevant meeting
 saving for votes of Reuters Founders Share
    
    
    6823.13 Votes on a poll may be given personally or by proxy
    
    
    6823.14 Proxy need not be a shareholder
    
    
    6823.15 Requirements as to form of appointment of proxy
    
    
    6923.16 Proxy may exercise a shareholders rights to attend, speak and vote
    
    
    6923.17 Validity of votes by proxies
    
    
    6924. CORPORATION ACTING BY REPRESENTATIVES
    
    
    6924.1 Requirements for appointment of representative by corporation
    
    
    6924.2 Representatives of Reuters Founders Share Company
    
    
    7025. MEETINGS OF SHAREHOLDERS
    
    
    7025.1 Notice with respect to Joint Electorate Action or Class Rights Action
    
    
    7025.2 Manner of voting
    
    
    7025.3 Withdrawal of demand for poll
    
    
    7025.4 Procedure for polls
    
    
    7125.5 Voting by proxy
    
    
    7125.6 Objections to validity of votes
    
    
    7125.7 Quorum
    
    
    7125.8 Meetings where no quorum present
    
    
    7225.9 Scrutineers
    
    
    7225.10 Adjournment of meetings
    
    
    7225.11 Actions for shareholder approval
    
    
    7325.12 Procedure for approval of Joint Electorate Actions and Class Rights Actions
    
    
    7325.13 Co-ordination with TR Corporation
    
    
    7325.14 Discretionary matters
    
    
    7426. FINANCIAL YEAR
    
    
    7427. MANAGEMENT OF THE COMPANY
    
    
    7427.1 Constitution of the Board of Directors
    
    
    7427.2 Management generally
    
    
    7427.3 No share qualification  Directors may attend and speak at general meetings
    
    
    75




---



##### 



Page
 27.4 Powers to give pensions to Directors
    
    
    7527.5 Appointment to any executive office not to cease with Directorship unless
contract so provides
    
    
    7528. APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS
    
    
    7528.1 Vacation of office as Director
    
    
    7528.2 Appointment of Directors by Company
    
    
    7628.3 Resolutions to appoint two or more Directors to be subject to consent of
general meeting
    
    
    7628.4 Company and Directors may fill casual vacancies and appoint additionalDirectors
    
    
    7729. MANAGEMENT IN RELATION TO THE EQUALIZATION AND GOVERNANCE AGREEMENT
    
    
    7730. OBSERVANCE OF REUTERS TRUST PRINCIPLES
    
    
    7831. MEETINGS OF THE BOARD OF DIRECTORS
    
    
    7831.1 Quorum
    
    
    7831.2 Calling of meetings
    
    
    7831.3 Notice of meetings
    
    
    7931.4 Chairman
    
    
    7931.5 Voting at meetings
    
    
    7931.6 Resolutions of Directors in writing
    
    
    7931.7 Form of written resolutions
    
    
    7931.8 Resolutions in writing by committees
    
    
    7931.9 Communications through electronic means
    
    
    8031.10 Remuneration and expenses
    
    
    8031.11 Directors may delegate to committees
    
    
    8031.12 Meetings and proceedings of committees
    
    
    8031.13 Validity of acts of Directors or committees
    
    
    8031.14 Participation in meetings by audio-visual means
    
    
    8032. DIRECTORS INTERESTS
    
    
    8132.1 Directors may be interested in contracts with the Company and in companies
party to such contracts
    
    
    8132.2 Directors interests in contracts  general prohibition on voting
    
    
    8132.3 Exceptions to prohibition on voting
    
    
    8132.4 Directors voting on executive appointments
    
    
    8232.5 Chairman to rule on materiality of a Directors interest
    
    
    8232.6 Directors to resolve as to the materiality of a Chairmans interest
    
    
    8332.7 Confidential Information
    
    
    8333. OFFICERS
    
    
    8333.1 General
    
    
    8333.2 Chairman
    
    
    8333.3 Deputy Chairman
    
    
    8333.4 President
    
    
    8333.5 Vice President
    
    
    8433.6 Directors may appoint attorneys
    
    
    8433.7 Secretary to the Board of Directors
    
    
    8433.8 Variation of duties
    
    
    8433.9 Term of office
    
    
    8434. BORROWING POWERS
    
    
    8435. REGISTERS
    
    
    8535.1 Entries
on Registers of numbers of Uncertificated Shares and Certificated Shares
    
    
    8535.2 Directors may keep branch Registers
    
    
    8536. CORPORATE SEAL
    
    
    8537. EXECUTION OF INSTRUMENTS
    
    
    8538. AUTHENTICATION OF DOCUMENTS
    
    
    8539. AMENDMENTS TO ARTICLES
    
    
    8639.1 Joint Electorate Action amendments
    
    
    8639.2 Class Rights Action amendments
    
    
    8639.3 Amendments upon termination of Equalization and Governance Agreement
    
    
    86




---



##### 



Page
 39.4 Amendments upon a change to Part 22 of the CA 2006
    
    
    8740. RESERVES
    
    
    8741. CASH DISTRIBUTIONS
    
    
    8741.1 Equivalent Distributions
    
    
    8741.2 Equalisation Payment
    
    
    8841.3 Timing of Cash Distribution
    
    
    8842. DIVIDEND PAYMENTS
    
    
    8942.1 Directors may declare and pay fixed and interim dividends
    
    
    8942.2 Dividends to be paid pro rata to amounts paid on shares
    
    
    8942.3 Directors may pay dividends to ADR Custodians and shareholders in currencies
other than sterling
    
    
    8942.4 Distributable reserves
    
    
    8942.5 Pre-acquisition profits distributable
    
    
    8942.6 No dividends to bear interest against the Company
    
    
    8942.7 Directors may make deductions from dividends
    
    
    9042.8 Directors may retain dividends on shares of persons entitled by operation of
law pending registration
    
    
    9042.9 Waivers of dividends
    
    
    9042.10 Directors may pay dividends in kind
    
    
    9042.11 Payment of foreign currency dividends to ADR Custodians
    
    
    9042.12 Receipts for dividends to joint holders
    
    
    9042.13 Dividend resolution may specify record date at any time
    
    
    9142.14 Cheques
    
    
    9142.15 Non-receipt of cheques
    
    
    9142.16 Unclaimed dividends
    
    
    9143. CAPITALISATION OF PROFITS AND RESERVES
    
    
    9144. SCRIP DIVIDENDS
    
    
    9244.1 Directors may offer shares in lieu of dividends with authority of Ordinary Resolution
    
    
    9244.2 Period and other terms of authority for scrip dividends
    
    
    9244.3 Offer to be communicated to shareholders
    
    
    9344.4 Number of shares to which shareholders entitled
    
    
    9344.5 No fractional entitlements
    
    
    9344.6 Directors may capitalise profits and reserves for issue of scrip dividends
    
    
    9344.7 Scrip dividend shares to rank pari passu with existing shares
    
    
    9444.8 Directors may determine terms and conditions of offers of scrip dividends
    
    
    9445. ACCOUNTS
    
    
    9445.1 Accounting records to be kept at Office; shareholders right of inspection
    
    
    9445.2 Balance sheets and profit and loss accounts to be sent to shareholders and others
    
    
    9446. AUDITORS
    
    
    9546.1 Validity of acts of auditors
    
    
    9546.2 Auditors entitled to notice of and to attend and be heard at general meetings
    
    
    9547. COMMUNICATIONS
    
    
    9547.1 Mode of delivery of communications, when communications deemed delivered
    
    
    9547.2 Transferees and persons entitled by operation of law bound by notices in
respect of shares pending registration
    
    
    9647.3 Notices to joint holders
    
    
    9647.4 Persons entitled following death or bankruptcy entitled to delivery of notices
pending registration
    
    
    9747.5 Entitlement to receipt of notices
    
    
    9747.6 Notices of general meetings by advertisement
    
    
    9747.7 Serving for statutory requirements
    
    
    9848. LIQUIDATION
    
    
    9849. WINDING UP
    
    
    9849.1 Directors may petition court for winding up with consent of holder of the
Reuters Founders Share
    
    
    9849.2 Directors may distribute assets in kind on a winding up
    
    
    9850. THOMSON REUTERS NEWS SERVICES
    
    
    98




---



##### 



THE COMPANIES ACT 1985 AND 2006
 
 PUBLIC COMPANY LIMITED BY SHARES
 
 ARTICLES OF ASSOCIATION
 OF
 THOMSON REUTERS PLC
 
 
 1.
    
    EXCLUSION OF OTHER REGULATIONSNo regulations set out in any Applicable Laws, or in any statutory instrument or other
subordinate legislation made under any Applicable Laws, concerning companies shall apply as
the regulations or articles of the Company.2.
    
    DEFINITIONS AND INTERPRETATION2.1
    
    HeadingsHeadings are for convenience only and are not to affect the meaning or construction of any
of the provisions of these Articles.2.2
    
    References to ArticlesReferences to these Articles, hereto, herein, hereby, hereunder, hereof and
similar expressions refer to these Articles, as amended or supplemented from time to time,
and not to any particular Article, paragraph, subparagraph, clause or other portion hereof
and include any and every instrument supplemental or ancillary hereto.




---



##### 



2.3
    
    References to shareholdersReferences to shareholders of the Company are to members of the Company, as that term is
defined in the CA 1985 as in force from time to time.2.4
    
    Definitions
 2.4.1
    
    For the purposes of these Articles, the following terms shall have the
following meanings:
 (a)
    
    Acquiring Person means, at any particular time, any
Person, other than an Approved Person or a member of the TR Group, who (i) is
or becomes Interested in 15% or more of the outstanding Voting Shares or (ii)
is deemed to be an Acquiring Person pursuant to paragraph 7.3 or paragraph
7.4; provided, however, that, for the purpose of calculating whether or not
any Person is Interested in 15% or more of the outstanding Voting
Shares, shares of such class held by the Company as treasury shares shall be
disregarded;(b)
    
    Action means, in relation to the Company or TR
Corporation, any Distribution or action affecting the amount or nature of
issued share capital of the Company or TR Corporation, including any offer by
way of rights, bonus issue, sub-division or consolidation, repurchase or
buy-back, or offer to purchase, or amendment of the rights of any Shares, or
a series of one or more such actions;(c)
    
    ADR Custodian means a custodian (or depositary), approved
by the Company, under arrangements whereby such custodian (or depositary)
holds shares in the Company and either itself or some other person issues
American Depositary Receipts evidencing American Depositary Shares which
represent such shares in the Company (or evidence of a right to receive the
same);(d)
    
    Applicable Lawsmeans:
 (i)
    
    any applicable law, statute,
rule or regulation and any judgment, order, decree, licence,
permit, directive or requirement of any Governmental Agency
having jurisdiction over the Company and/or TR Corporation; and(ii)
    
    the rules, regulations and
guidelines of:
 (A)
    
    any stock
exchange or other trading market on which any shares
or other securities or
 2




---



##### 



depositary receipts representing such shares or
securities of either the Company or TR Corporation
are listed, traded or quoted; and
 (B)
    
    any other
body with which entities with securities listed or
quoted on such exchanges customarily comply,
  (e)
    
    Approved Person means, at any particular time, any Person
who has been designated as such for the purposes of these Articles by the
holder of the Reuters Founders Share, in its sole and absolute discretion, by
notice given in writing to the Company, unless such designation has been
revoked in accordance with the Terms of Approval;(f)
    
    Board of Directors or Board means the board of
directors of the Company (or a duly authorised committee of the board of
directors of the Company) from time to time;(g)
    
    CA 1985 means the Companies Act 1985 as in force from
time to time;(h)
    
    CA 2006 means the Companies Act 2006 as in force from
time to time;(i)
    
    Certificated Share means a share which is recorded in the
Register as being held in certificated form;(j)
    
    Class Rights Action means each of the following actions
if proposed to be taken by either the Company or TR Corporation:
 (i)
    
    the voluntary Liquidation of
such company;(ii)
    
    any adjustment to the
Equalization Ratio other than an adjustment made pursuant to
Section 3.1.1(C) of the Equalization and Governance Agreement;
 3




---



##### 



(iii)
    
    any amendment to, or
termination of (including, for the avoidance of doubt, the
voluntary termination of), the Equalization and Governance
Agreement, the Special Voting Share Agreement, the TR
Corporation Guarantee or the TR PLC Guarantee, other than any
amendment which is formal or technical in nature and which is
not materially prejudicial to the interests of the shareholders
of the Company or TR Corporation or is necessary to correct any
inconsistency or manifest error as may be agreed by the TR
Board;(iv)
    
    any amendment to, removal or
alteration of the effect of (which shall include the
ratification of any breach of) any of the TR PLC Entrenched DLC
Provisions or the TR Corporation Entrenched DLC Provisions;(v)
    
    a change in the corporate
status of the Company from a public limited company
incorporated in England and Wales with its primary listing on
the Official List of the UK Listing Authority or of TR
Corporation from a corporation existing under the OBCA with its
primary listing on the TSX or the NYSE (unless such change
occurs in connection with a termination of the Equalization and
Governance Agreement in accordance with Section 11.1.1 or
Section 11.1.2(B) thereof);(vi)
    
    any other action or matter the
TR Board determines (either in a particular case or generally),
should be approved as a Class Rights Action; and(vii)
    
    any Action to be approved as a
Class Rights Action pursuant to Section 3.1.1(C) of the
Equalization and Governance Agreement;
  (k)
    
    Company means Thomson Reuters PLC, a public limited
company incorporated in England and Wales;(l)
    
    Control means, save for the purposes of paragraphs 12.4
to 12.9:
 (i)
    
    when applied to the
relationship between a Person and a corporation, the beneficial
ownership by such Person (in the case of the Company or TR
Corporation, either
 4




---



##### 



alone or together with the other corporation) at the
relevant time of shares of such corporation carrying more
than the greater of (A) 50% of the voting rights ordinarily
exercisable at meetings of shareholders of such corporation
and (B) the percentage of voting rights ordinarily
exercisable at meetings of shareholders of such corporation
that are sufficient to elect a majority of the directors of
such corporation; and
 (ii)
    
    when applied to the
relationship between a Person and a partnership, joint venture
or other unincorporated entity, the beneficial ownership by
such Person (in the case of the Company or TR Corporation,
either alone or together with the other corporation) at the
relevant time of more than 50% of the ownership interests of
the partnership, joint venture or other unincorporated entity
in circumstances where it can reasonably be expected that such
Person directs or has the power to direct the affairs of the
partnership, joint venture or other unincorporated entity;
 Controlled by Controlling under common
Control with second-mentioned
Person
 (m)
    
    Cross-Guarantees means, collectively, the TR Corporation
Guarantee and the TR PLC Guarantee, and Cross-Guarantee means either one of
them;(n)
    
    Directors means those individuals appointed or elected to
the Board of Directors from time to time and Director means any one of
them;(o)
    
    Distribution means, in relation to the Company or TR
Corporation, any dividend or other distribution, whether of income or
capital, and in cash or any other form, made by such company or any of its
Subsidiaries to the holders of Ordinary Shares, in the case of the Company,
or TR Corporation Common Shares, in the case of TR Corporation;(p)
    
    Disclosure and Transparency Rules means the disclosure
and transparency rules for the time being in force, as published
 5




---



##### 



by the Financial Services Authority in its Handbook of Rules and
Guidance;(q)
    
    DLC Equalization Principle means the principles set out
in Section 3 of the Equalization and Governance Agreement, in particular,
Section 3.1;(r)
    
    DLC Structure means the dual listed company structure
effected pursuant to the Equalization and Governance Agreement and the
transactions contemplated thereby, including the Special Voting Share
Agreement, these Articles, the Memorandum of Association, the TR Corporation
Articles, the TR Corporation By-Laws and the Cross-Guarantees;(s)
    
    Effective Date means the date on which the proposed
Scheme of Arrangement to be made under section 425 of the CA 1985 in
connection with the offer made on behalf of the Company to acquire Reuters
Group PLC becomes effective;(t)
    
    electronic form has the same meaning as in the CA 2006;(u)
    
    electronic means has the same meaning as in the CA 2006;(v)
    
    electronic signature has the meaning given in section 7
of the Electronic Communications Act 2000;(w)
    
    Equalization and Governance Agreement means the
Equalization and Governance Agreement, to be entered into on or before the
Effective Date, between the Company and TR Corporation, as the same may be
amended or modified from time to time in accordance with its terms;(x)
    
    Equalization Ratiomeans, at any time, the ratio of (i)
one to (ii) the TR PLC Equivalent Number at such time;(y)
    
    Equivalent Distribution has the meaning attributed
thereto in subparagraph 41.1.1;(z)
    
    Equivalent Resolution means, in relation to a resolution
of the Company, a resolution of TR Corporation that is certified by a duly
authorised officer of TR Corporation as equivalent in nature and effect to
such resolution of the Company;(aa)
    
    Governmental Agency means a court of competent
jurisdiction, any government or any governmental, regulatory, self-regulatory
or administrative authority, agency, commission, body or other governmental
entity and shall include any relevant competition authorities, the UK Panel
on
 6




---



##### 



Takeovers and Mergers, the European Commission, the London Stock
Exchange, the UK Listing Authority, the Canadian securities
regulatory authorities, the TSX, the U.S. Securities and Exchange
Commission, the NYSE and NASDAQ;(bb)
    
    holder, with respect to any shares in the capital of the
Company or TR Corporation, means the registered holder of such shares;(cc)
    
    Interest means, save for the purposes of Article 19, and
subject to paragraphs 7.13 and 39.4, in relation to shares, an
interest in shares as defined in Part 22 of the CA 2006 and the words Interested in and
similar words have corresponding meanings;(dd)
    
    Joint Electorate Action means any action put to
shareholders of either the Company or TR Corporation, except for a Class
Rights Action or a Procedural Resolution. For the avoidance of doubt, each
of the following actions, if put to the holders of Ordinary Shares or the
holders of TR Corporation Common Shares, shall be put to the TR Shareholders
as a Joint Electorate Action:
 (i)
    
    the appointment, election,
re-election or removal of any director of the Company or TR
Corporation;(ii)
    
    to the extent such receipt or
adoption is required by Applicable Laws, the receipt or
adoption of the financial statements or accounts of the Company
or TR Corporation, or financial statements or accounts prepared
on a consolidated basis, other than any financial statements or
accounts in respect of the period(s) ended prior to April,
2008;(iii)
    
    a change of name of the
Company or TR Corporation; and(iv)
    
    the appointment or removal of
the auditors of the Company or TR Corporation;
 (ee)
    
    Liquidation means, with respect to either the Company or
TR Corporation, any liquidation, winding up, receivership, dissolution,
insolvency or equivalent or analogous proceedings pursuant to which the
assets of such company will be liquidated and distributed to creditors and
other holders of provable claims against such company;
 7




---



##### 



(ff)
    
    London Stock Exchange means the London Stock Exchange plc
or any successor thereto;(gg)
    
    Matching Action means, in relation to an Action of TR
Corporation (the Primary Action), an Action by the Company the overall
effect of which, as determined by the TR Board, is such that, when taken
together with the Primary Action, the economic benefits and voting rights in
relation to Joint Electorate Actions of a holder of an Ordinary Share
relative to the rights of a holder of a TR Corporation Common Share are
maintained in proportion to the then prevailing Equalization Ratio;(hh)
    
    Memorandum of Association means the Memorandum of
Association of the Company;(ii)
    
    month means a calendar month;(jj)
    
    NASDAQ means the National Association of Security
Dealers, Inc. Automated Quotations System or any successor thereto;(kk)
    
    NYSE means the New York Stock Exchange, Inc. or any
successor thereto;(ll)
    
    OBCA means the Business Corporations Act(Ontario), as it
may be amended from time to time and any successor legislation thereto;(mm)
    
    Office means the registered office of the Company from
time to time;(nn)
    
    Operator has the meaning given to that expression in the
Uncertificated Securities Regulations;(oo)
    
    Ordinary Resolution has the meaning attributed thereto in
section 282 of the CA 2006;(pp)
    
    Ordinary Shares means the issued ordinary shares in the
Company (including the underlying ordinary shares to each TR PLC ADS);(qq)
    
    Parallel Shareholder Meeting, in relation to a meeting of
shareholders of the Company, means any meeting of the shareholders of TR
Corporation which is:
 (i)
    
    nearest in time to, or is
contemporaneous with, such meeting of the shareholders of the
Company and at
 8




---



##### 



which some or all of the same resolutions or some or all
Equivalent Resolutions are to be considered; or
 (ii)
    
    designated by the TR
Corporation Board as the parallel meeting of shareholders of TR
Corporation of such meeting of shareholders of the Company;
 (rr)
    
    Participating Issuer means a participating issuer, as
defined in the Uncertificated Securities Regulations;(ss)
    
    Participating Security means a share or class of shares
or a renounceable right of allotment of a share, title to which is permitted
to be transferred by means of a Relevant System in accordance with the
Uncertificated Securities Regulations;(tt)
    
    Permitted Bid Acquisition has the meaning attributed
thereto in subparagraph 19.2.1(d);(uu)
    
    Person includes an individual, sole proprietorship,
partnership, unincorporated association, unincorporated syndicate,
unincorporated organisation, trust, body corporate, and a natural person in
his or her capacity as trustee, executor, administrator, or other legal
representative;(vv)
    
    Procedural Resolution means a resolution of a procedural
or technical nature put to shareholders at any meeting of the Company or TR
Corporation, whether annual, general or otherwise, including, without
limitation, any resolution:
 (i)
    
    that certain Persons be allowed
to attend or be excluded from attending the meeting;(ii)
    
    that discussion be closed and
the question put to the vote (provided no amendments have been
raised);(iii)
    
    that the question under
discussion not be put to the vote;(iv)
    
    to proceed with matters in an
order other than that set out in the notice of the meeting;(v)
    
    to adjourn the debate (for
example, to a subsequent meeting); and(vi)
    
    to adjourn the meeting;
 (ww)
    
    Qualifying Takeover Bid has the meaning attributed
thereto in subparagraph 19.2.1(e);
 9




---



##### 



(xx)
    
    Redemption Price in relation to the Special Voting Share,
means the amount for the time being paid up on the Special Voting Share
together with all unpaid dividends on the Special Voting Share, whether or
not such dividends have been earned or declared, calculated down to the
redemption date;(yy)
    
    Register means, unless the context otherwise requires,
the register of shareholders kept pursuant to section 352 of the CA 1985 and
any successive legislation and any register maintained by the Company of
persons holding any renounceable right of allotment of a share;(zz)
    
    Relevant System means a relevant system, as defined in
the Uncertificated Securities Regulations;(aaa)
    
    Requisite Majority means, in the case of an Ordinary
Resolution, a majority or, in the case of a Special Resolution, 75%;(bbb)
    
    Rescission Notice has the meaning attributed thereto in
paragraph 12.7;(ccc)
    
    Reuters Founders Share has the meaning attributed
thereto in paragraph 3(c);(ddd)
    
    Reuters Founders Share Company means Reuters Founders
Share Company Limited, a company incorporated and existing in accordance with
the laws of England and Wales;(eee)
    
    Reuters Founders Share Control Notice has the meaning
attributed thereto in paragraph 12.6;(fff)
    
    Reuters Founders Share Provisions means paragraphs 4.1
to 4.3, Article 5, paragraphs 6.1 and 6.2, Article 7, paragraph 9.1, Article
12, paragraphs 21.1 to 21.3, paragraphs 22.2 to 22.7, paragraph 22.10,
paragraphs 23.4 to 23.15, Article 24, Article 25, Article 30, paragraph
31.11, Article 39, paragraphs 42.2, 42.3, 42.10 and 42.13, paragraph 47.1,
paragraph 49.1 and Article 50 of these Articles and the definitions of any
defined terms incorporated therein;(ggg)
    
    Reuters Trust Principles has the meaning attributed
thereto in Article 30;(hhh)
    
    Reuters Trustees means the members and directors from
time to time of Reuters Founders Share Company;
 10




---



##### 



(iii)
    
    Securities Intermediary means:
 (i)
    
    a clearing house; or(ii)
    
    a person, including a broker,
bank, or trust company, that in the ordinary course of its
business maintains securities accounts for others and is acting
in that capacity;
 (jjj)
    
    Shareholder Rights Plan means a plan adopted by the
Company which provides for a distribution to all holders of its Shares and/or
Shares of TR Corporation (other than a Person in respect of whom the Company
and TR Corporation are taking actions to procure a Qualifying Takeover Bid
pursuant to subparagraph 19.1.2) of rights which
entitle such holders to subscribe for or purchase Shares at a price which is
substantially less than the respective market values thereof;(kkk)
    
    Shares means, in relation to the Company, the Ordinary
Shares and, in relation to TR Corporation, the TR Corporation Common Shares;(lll)
    
    Special Resolution has the meaning attributed thereto in
section 283 of the CA 2006;(mmm)
    
    Special Voting Share has the meaning attributed thereto
in paragraph 3(b);(nnn)
    
    Special Voting Share Agreement means the Special Voting
Share Agreement, to be entered into on or before the Effective Date, by and
among the Company, TR Corporation, the TR PLC Special Voting Share Trustee
and the TR Corporation Special Voting Share Trustee, as the same may be
amended or modified from time to time in accordance with its terms;(ooo)
    
    Subsidiary with respect to any Person, means a Person
Controlled by such Person;(ppp)
    
    Takeover Bid Thresholds has the meaning attributed
thereto in subparagraph 19.2.1(f);(qqq)
    
    Tax or Taxes means any taxes, levies, imposts,
deductions, charges, withholdings or duties levied by any authority
(including goods and services taxes, value added taxes and any other stamp
and transaction duties) (together with any related interest, penalties, fines
and expenses in connection with them);
 11




---



##### 



(rrr)
    
    Tax Benefit means any credit, rebate, exemption,
deduction or benefit in respect of Tax available to any Person;(sss)
    
    Terms of Approval means, in relation to an Approved
Person, an agreement or undertaking, if any, entered into by that Approved
Person with the holder of the Reuters Founders Share in connection with being
designated as an Approved Person;(ttt)
    
    Thomson Reuters News Services means any news services
which may from time to time be supplied by the Company or any of its
Subsidiaries;(uuu)
    
    TR Board means each of the Board of Directors and the TR
Corporation Board;(vvv)
    
    TR Corporation means Thomson Reuters Corporation, a
corporation incorporated and existing in accordance with the laws of the
Province of Ontario;(www)
    
    TR Corporation Acquiring Person means a Person who is an
Acquiring Person for the purposes of the TR Corporation Articles;(xxx)
    
    TR Corporation Articles means the articles of
incorporation of TR Corporation, as amended or supplemented from time to
time;(yyy)
    
    TR Corporation By-Laws means the by-laws of TR
Corporation, as amended or supplemented from time to time;(zzz)
    
    TR Corporation Board means the board of directors of TR
Corporation (or a duly authorised committee of the board of directors of TR
Corporation) from time to time;(aaaa)
    
    TR Corporation Common Shares means the issued and outstanding common
shares of TR Corporation from time to time, as the same may be subdivided or
consolidated from time to time and any capital shares into which such common
shares may be reclassified, converted or otherwise changed;(bbbb)
    
    TR Corporation Entrenched DLC Provisions has the meaning attributed
thereto in the TR Corporation Articles;(cccc)
    
    TR Corporation Group means, collectively, TR Corporation and its
Subsidiaries from time to time, and a member of the TR Corporation Group
means any one of them;
 12




---



##### 



(dddd)
    
    TR Corporation Guarantee means the deed of guarantee to be entered into
on or before the Effective Date between TR Corporation and the Company
whereby TR Corporation agrees to guarantee certain obligations of the Company
for the benefit of creditors of the Company, as the same may be amended or
modified from time to time in accordance with its terms;(eeee)
    
    TR Corporation Reuters Founders Share means the Reuters founders share in
TR Corporation;(ffff)
    
    TR Corporation Special Voting Share means the special voting share in the
capital of TR Corporation;(gggg)
    
    TR Corporation Special Voting Share Trust means the trust created by the
TR Corporation Special Voting Share Trust Deed;(hhhh)
    
    TR Corporation Special Voting Share Trust Deed means the agreement to be
entered into on or before the Effective Date between Thomson Reuters
Corporation, as settlor, and the TR Corporation Special Voting Share Trustee;(iiii)
    
    TR Corporation Special Voting Share Trustee means Computershare Trust
Company of Canada as initial trustee of TR Corporation Special Voting Share
Trust, and includes any successor trustee of TR Corporation Special Voting
Share Trust;(jjjj)
    
    TR Group means, collectively, the TR PLC Group and the TR Corporation
Group operating as a unified group pursuant to the DLC Structure;(kkkk)
    
    TR PLC ADS means an American Depositary Share of the Company listed on
NASDAQ, each of which represents six Ordinary Shares;(llll)
    
    TR PLC Entrenched DLC Provisions means Article 11, Article 19, Article 25, subparagraph 27.1.2,
subparagraph 27.2.2, subparagraph 27.2.3, Article 29,
Article 39, Article 41 and Article 48 and the definitions
of any defined terms incorporated therein;(mmmm)
    
    TR PLC Equivalent Number means the number of TR PLC Ordinary Shares that
enjoy equivalent rights to Distributions (calculated having regard to Section
3.2(A) of the Equalization and Governance Agreement) and voting rights in
relation to Joint Electorate Actions as one TR Corporation Common Share.
Initially, the TR PLC Equivalent Number shall be one
 13




---



##### 



(nnnn)
    
    TR PLC Group means, collectively, the Company and its Subsidiaries from
time to time, and a member of the TR PLC Group means any one of them;(oooo)
    
    TR PLC Guarantee means the deed of guarantee to be entered into on or
before the Effective Date between the Company and TR Corporation whereby the
Company agrees to guarantee certain obligations of TR Corporation for the
benefit of creditors of TR Corporation, as the same may be amended or
modified from time to time in accordance with its terms;(pppp)
    
    TR PLC Special Voting Share Trust means the trust created by the TR PLC
Special Voting Share Trust Deed;(qqqq)
    
    TR PLC Special Voting Share Trust Deed means the agreement to be entered
into on or before the Effective Date between Thomson Reuters Corporation, as
settlor, and the TR PLC Special Voting Share Trustee;(rrrr)
    
    TR PLC Special Voting Share Trustee means Computershare Trust Company of
Canada, as initial trustee of TR PLC Special Voting Share Trust, and includes
any successor trustee of TR PLC Special Voting Share Trust;(ssss)
    
    TR Shareholders means, collectively, the holders of Ordinary Shares and
the holders of TR Corporation Common Shares;(tttt)
    
    Transfer Office means the place where the Register is situate from time
to time;(uuuu)
    
    Triggering Event has the meaning attributed thereto in subparagraph
 19.1.2;(vvvv)
    
    TSX means the Toronto Stock Exchange or any successor thereto;(wwww)
    
    Uncertificated Securities Regulations means the Uncertificated Securities
Regulations 2001 including any modification thereof or any regulations in
substitution thereof;(xxxx)
    
    Uncertificated Share means a share title to which is recorded in the
Register as being held in uncertificated form
 14




---



##### 



and title to which may, by virtue of the Uncertificated Securities
Regulations, be transferred by means of a Relevant System;
 (yyyy)
    
    UK Listing Authority means the Financial Services Authority in its
capacity as competent authority for the purposes of Part VI of the UK
Financial Services and Markets Act 2000 or any successor thereto;(zzzz)
    
    Voting Shares means:
 (i)
    
    in relation to the Company,
Ordinary Shares and, at any particular time, any other
securities of the Company (excluding debt securities, the
Special Voting Share and the Reuters Founders Share) carrying
at that time a voting right ordinarily exercisable at meetings
of shareholders either under all circumstances or under some
circumstances that have occurred and are continuing; and(ii)
    
    in relation to the TR
Corporation, TR Corporation Common Shares and, at any
particular time, any other securities of TR Corporation
(excluding debt securities, the TR Corporation Special Voting
Share and the TR Corporation Reuters Founders Share) carrying
at that time a voting right ordinarily exercisable at meetings
of shareholders either under all circumstances or under some
circumstances that have occurred and are continuing;
 (aaaaa)
    
    Wholly-Owned Subsidiary, with respect to any Person, means any
Subsidiary of which that Person at the time of determination, directly and/or
indirectly, through one or more other Subsidiaries, Beneficially Owns (as
defined in subparagraph 19.2.1(a)) and/or is
Interested in 100% of the Voting Shares of such Subsidiaries; and(bbbbb)
    
    year means a calendar year.
 2.4.2
    
    In these Articles (if not inconsistent with the subject or context):
 (a)
    
    the expression employees share scheme shall have the
meaning given to it by section 1166 of the CA 2006;(b)
    
    the word Secretary shall include any person appointed by
the Directors to perform any of the duties of the Secretary, and where two or
more persons are appointed to act as Joint Secretaries shall include any one
or more of those persons;
 15




---



##### 



(c)
    
    the expression debenture shall include debenture stock;(d)
    
    the expressions recognised clearing house and recognised
investment exchange shall mean any clearing house or investment exchange (as
the case may be) granted recognition under the Financial Services and Markets
Act 2000;(e)
    
    the word company shall include any body corporate
incorporated or registered in any part of the world and the expressions
subsidiary undertaking and parent undertaking shall have the respective
meanings given to them by section 1162 of the CA 2006;(f)
    
    any reference to a signature or to something being signed
or executed includes a signature printed or reproduced by mechanical or other
means or any stamp or other distinctive marking made by or with the authority
of the person required to sign the document to indicate it is approved by
such person, or in respect of communications in electronic form only any
other means of verifying the authenticity of a communication in electronic
form which the Board of Directors may from time to time specify or, where no
means has otherwise been specified by the Board of Directors, an electronic
signature (which shall for the purposes of the CA 2006 be a manner of
authentication specified by the Company for the purposes of section
1146(3)(a) of the CA 2006), provided that the Company has no reason to doubt
the authenticity of that electronic signature;(g)
    
    any reference to a document being sealed or executed under
seal or under the common seal of any body corporate (including the Company)
or any similar expression includes a reference to its being executed in any
other manner which has the same effect as if it were executed under seal;(h)
    
    references to writing and to any form of written
communication include references to any method of representing or reproducing
words in a legible and non-transitory form including by way of electronic
form or electronic means where specifically provided in a particular Article
or where permitted by the Directors in their absolute discretion but exclude
such method in respect of consent or notices given to or by the holder of the
Reuters Founders Share;(i)
    
    such of the provisions of these Articles as apply to
paid-up shares shall apply to stock, and the words share and shareholder
shall be construed accordingly;
 16




---



##### 



(j)
    
    words denoting the singular shall include the plural and
vice versa; words denoting the masculine gender shall include the feminine
gender; and words denoting persons shall include bodies corporate;(k)
    
    any reference to any statute or statutory provision shall
be construed as including a reference to any statutory modification or
re-enactment thereof from time to time in force;(l)
    
    references to a Relevant System shall be deemed to relate
to the Relevant System on which the particular share or class of shares or
renounceable right of allotment of a share concerned in the capital of the
Company is a Participating Security for the time being and any references in
these Articles to the giving of an instruction by means of a Relevant System
shall be deemed to relate to a properly authenticated dematerialised
instruction given in accordance with the Uncertificated Securities
Regulations. Such instructions shall only be given to the extent:
 (i)
    
    permitted by the Uncertificated
Securities Regulations;(ii)
    
    permitted by and practicable
under the rules and practices from time to time of the Operator
of the Relevant System; and(iii)
    
    practicable under and in
accordance with the facilities and requirements of the Relevant
System;
 (m)
    
    subject as aforesaid or as otherwise expressly provided by
these Articles any words or expressions defined in the CA 2006 or in the
Uncertificated Securities Regulations shall (if not inconsistent with the
subject or context) bear the same meanings in these Articles;(n)
    
    a Special Resolution shall be effective for any purpose for
which an Ordinary Resolution is expressed to be required under any provision
of these Articles; and(o)
    
    any determinations or decisions made by the Board of
Directors pursuant to these Articles shall be final and binding.
 3. SHARE CAPITAL
  (a)
    
    399,950,000 Ordinary Shares of £10 each;
 17




---



##### 



(b)
    
    one special voting share of £500,000 (the Special Voting Share); and(c)
    
    one Reuters founders share of £1 (the Reuters Founders Share).
 4. VARIATION OF RIGHTS
 4.1
    
    Consents required for variationWhenever the share capital of the Company is divided into different classes of shares, the
special rights attached to any class may, subject to the provisions of the Applicable Laws,
be varied or abrogated either with the consent in writing of the holders of three-quarters
in nominal value of the issued shares of the class (excluding any shares of that class held
as treasury shares) or with the sanction of a Special Resolution passed at a separate
general meeting of the holders of the shares of the class (but not otherwise) and may be so
varied or abrogated either while the Company is a going concern or during or in
contemplation of a winding-up but so that the rights attached to the Reuters Founders Share
shall not be capable of being varied or abrogated in any respect whatsoever without the
prior written consent of the holder of the Reuters Founders Share. To every such separate
general meeting all the provisions of these Articles relating to general meetings of the
Company and to the proceedings thereat shall apply, except that the necessary quorum shall
be two persons at least holding or representing by proxy at least one-third in nominal
value of the issued shares of the class (excluding any shares of that class held as
treasury shares) (but that at any adjourned meeting any holder of shares of the class
present in person or by proxy shall be a quorum) and that any holder of shares of the class
present in person or by proxy may demand a poll and that every such holder shall, subject
as otherwise provided by these Articles, on a poll have one vote for every share of the
class held by him. The foregoing provisions of this Article shall, subject to paragraph 4.2
below, apply to the variation or abrogation of the special rights attached to some only of
the shares of any class as if each group of shares of the class differently treated formed
a separate class the special rights whereof are to be varied.
 4.2
    
    When shares not a separate classShares of a class shall not be treated as forming a separate class from other shares of
that class merely because any of the following apply to them:
 4.2.1
    
    the restrictions set out in section 454 of the CA 1985;4.2.2
    
    suspension of voting rights or rights to receive dividends or other
distributions pursuant to these Articles;4.2.3
    
    any requirement pursuant to these Articles that a person dispose of such
            shares or any Interest in them;4.2.4
    
    any provisions of these Articles enabling the Directors to dispose of such shares or requiring the Directors not to register transfers of such shares;
 18




---



##### 



4.2.5
    
    they are enabled or permitted in accordance with the Uncertificated
Securities Regulations to become a Participating Security, or cease to be a
Participating Security; or4.2.6
    
    any shares of that class are from time to time held in uncertificated form.
 4.3
    
    Rights not varied by issue of further shares or permission to hold or transfer Uncertificated
Shares; exception for Reuters Founders ShareThe special rights attached to any class of shares having preferential rights shall not
unless otherwise expressly provided by the terms of issue thereof be deemed to be varied by
the creation or issue of further shares ranking as regards participation in the profits or
assets of the Company in some or all respects pari passu therewith but in no respect in
priority thereto, or by the Company permitting, in accordance with the Uncertificated
Securities Regulations, the holding and transfer of shares of any class in uncertificated
form by means of a Relevant System. The special rights attached to the Reuters Founders
Share shall be deemed to be varied by the creation or issue of any further Reuters Founders
Share.
 5. ALTERATION OF SHARE CAPITAL
 5.1
    
    Company may increase capital; consent of the holder of the Reuters Founders Share required
for creation of shares with voting rights not identical to those of Ordinary SharesThe Company may from time to time by Ordinary Resolution increase its capital by such sum
to be divided into shares of such amounts as the resolution shall prescribe. All new
shares created on any such increase of capital shall be subject to the provisions of the
Applicable Laws and of these Articles with reference to allotment, payment of calls, lien,
transfer, transmission, forfeiture and otherwise. No such new share shall, without the
prior written consent of the holder of the Reuters Founders Share, have attached thereto
(either at the time of the creation thereof or at any subsequent time) any rights in
respect of voting which are not identical in all respects with those attached to the
Ordinary Shares.
 5.2
    
    Company may consolidate, cancel and subdivide shares (other than the Reuters Founders Share)
  5.2.1
    
    consolidate and divide all or any of its capital (other than the Reuters
Founders Share) into shares of larger amounts than its existing shares;5.2.2
    
    cancel any shares (other than the Reuters Founders Share) which, at the date
of the passing of the resolution, have not been taken, or agreed to be taken, by any
person and diminish the amount of its capital by the amount of the shares so
cancelled;
 19




---



##### 



5.2.3
    
    sub-divide its shares, or any of them (other than the Reuters Founders
Share), into shares of smaller amount than is fixed by the Memorandum of Association
(subject nevertheless to the provisions of the Applicable Laws), and so that the
resolution whereby any share is sub-divided may determine that, as between the holders
of the shares resulting from such sub-division, one or more of the shares may, as
compared with the others, have any such preferred, deferred or other special rights,
or be subject to any such restrictions, as the Company has power to attach to unissued
or new shares.
 Fractional entitlements to shares
  5.3.1
    
    sell fractions of a share to a person (including, subject to the Applicable
Laws, to the Company) for the best price reasonably obtainable and distribute the net
proceeds of sale in due proportion amongst the persons entitled (except that if the
amount due to a person is less than £3, or such other sum as the Board of Directors
may decide, the sum may be retained for the benefit of the Company). To give effect
to a sale the Directors may authorise a person to execute an instrument of transfer of
Certificated Shares or, in respect of Uncertificated Shares, the Directors may
exercise any of the powers conferred on the Company by Article 9 to effect transfer of the shares to the purchaser or his nominee to be
entered in the Register as the holder of the shares. The purchaser is not bound to
see to the application of the purchase money and the title of the transferee to the
 shares is not affected by an irregularity or invalidity in the proceedings connected
with the sale; or5.3.2
    
    subject to the Applicable Laws, issue to a shareholder credited as fully
paid by way of capitalisation the minimum number of shares required to round up his
holding of shares to a number which, following consolidation and division or
sub-division, leaves a whole number of shares (such issue being deemed to have been
effected immediately before consolidation or sub-division, as the case may be). The
amount required to pay up those shares may be capitalised as the Directors think fit
out of amounts standing to the credit of reserves (including a share premium account,
capital redemption reserve and profit and loss account), whether or not available for
distribution, and applied in paying up in full the appropriate number of shares. A
resolution of the Directors capitalising part of the reserves has the same effect as
if the capitalisation had been declared by Ordinary Resolution of the Company pursuant
to Article 43. In relation to the capitalisation the
Board of Directors may exercise all the powers conferred
 20




---



##### 



5.4
    
    Company may purchase its own shares (other than the Reuters Founders Share)Subject to the provisions of the Applicable Laws, the Company may purchase, or enter into a
contract under which it may become entitled or obliged to purchase, any of its own shares
(including any redeemable shares) other than the Reuters Founders Share. Every contract
for the purchase by the Company of, or under which it may become entitled or obliged to
purchase, its own shares shall, in addition to such authorisation as may be required by the
Applicable Laws, be sanctioned by a Special Resolution passed at a separate general meeting
of the holders of each class of shares in issue convertible into equity share capital of
the Company.5.5
    
    Company may reduce its capital  exception regarding the Reuters Founders ShareThe Company may reduce its share capital or any capital redemption reserve, share premium
account or other undistributable reserve in any manner and with and subject to any incident
authorised and consent required by law but this Article shall not apply in any way
whatsoever to the Reuters Founders Share.6.
    
    SHARES6.1
    
    Company may issue shares with whatever rights or restrictions, but consent of the holder of
the Reuters Founders Share required for issue of shares not identical to Ordinary SharesExcept as otherwise provided by these Articles and without prejudice to the rights attached
to any shares or class of shares from time to time issued, any share in the Company may be
allotted or issued with or have attached thereto such preferred, deferred or other special
rights, or be issued subject to or have attached such restrictions, whether as regards
dividend, return of capital or otherwise, as the Company may from time to time by Ordinary
Resolution determine (or, in the absence of any such determination, as the Directors may
determine) and subject to the provisions of the Applicable Laws the Company may issue any shares which are, or at the option of the Company or the holders are liable, to be
redeemed. Provided always that, without the prior written consent of the holder of the
Reuters Founders Share, no share shall be capable of being issued having attached thereto
any rights which are not identical in all respects with those attached to the Ordinary
Shares.6.2
    
    Directors may issue shares, but consent of the holder of the Reuters Founders Share required
for issue of shares not identical to Ordinary SharesSubject to the provisions of the Applicable Laws, of these Articles and of any resolution
of the Company in general meeting passed pursuant thereto, all unissued
 21




---



##### 



6.3
    
    Section 80 authority for allotments of relevant securitiesThe Directors have general and unconditional authority, pursuant to section 80 of the CA
1985, to exercise all powers of the Company to allot relevant securities up to an aggregate
nominal amount equal to the section 80 amount, for each prescribed period.6.4
    
    Disapplication of section 89(1) (pre-emption) for allotments under section 80 authority
 6.4.1
    
    The Directors have general power for each prescribed period to allot equity
securities pursuant to the authority conferred by paragraph 6.3 above and to sell
treasury shares wholly for cash:
 (a)
    
    in connection with a rights issue; and(b)
    
    otherwise than in connection with a rights issue, up to an
aggregate nominal amount equal to the section 89 amount;
  6.4.2
    
    By the authority and power conferred by paragraph 6.3 and subparagraph 6.4.1
above, the Board of Directors may during a prescribed period make an offer or
agreement which would or might require equity securities or other relevant securities
to be allotted after the prescribed period and may allot securities in pursuance of
that offer or agreement.6.4.3
    
    In paragraphs 6.3 and 6.4:
 (a)
    
    equity securities has the meaning given in section 94(2)
of the CA 1985;(b)
    
    prescribed period means any period for which the
authority conferred by paragraph 6.3 above is given by Ordinary or Special
Resolution stating the section 80 amount and/or the power conferred by
subparagraph 6.4.1 above is given by Special Resolution stating the section
89 amount;
 22




---



##### 



(c)
    
    rights issue means an offer of equity securities open for
acceptance for a period fixed by the Directors to holders (other than the
Company) of equity securities on the Register on a fixed record date in
proportion to their respective holdings of such securities or in accordance
with the rights attached thereto (but subject to such exclusions or other
arrangements as the Directors may deem necessary or expedient in relation to
fractional entitlements or legal or practical problems under the laws of, or
the requirements of any recognised regulatory body or any stock exchange in,
any territory);(d)
    
    section 80 amount means, for any prescribed period, the
amount stated in the relevant Ordinary or Special Resolution or, in either
case, another amount fixed by resolution of the Company;(e)
    
    section 89 amount means, for any prescribed period, the
amount stated in the relevant Special Resolution; and(f)
    
    the nominal amount of securities is, in the case of rights
to subscribe for or convert any securities into shares of the Company, the
nominal amount of shares which may be allotted pursuant to those rights.
 6.5
    
    Company may pay commissions and brokeragesThe Company may exercise the powers of paying commissions conferred by the Applicable Laws
to the full extent thereby permitted. The Company may also on any issue of shares or sale
of shares in the Company (if, immediately before the sale, the shares were held by the
Company as treasury shares) pay such brokerage as may be lawful.6.6
    
    Company may recognise renunciations of allotmentsThe Directors may at any time after the allotment of any share but before any person has
been entered in the Register as the holder recognise a renunciation thereof by the allottee
in favour of some other person and may accord to any allottee of a share a right to effect
such renunciation upon and subject to such terms and conditions as the Directors may think
fit to impose.6.7
    
    Company not bound to recognise trusts of sharesExcept as required by Applicable Laws, or pursuant to any of the provisions of these
Articles, no person shall be recognised by the Company as holding any share upon any trust,
and the Company shall not be bound by or compelled in any way to recognise any equitable,
contingent, future or partial Interest in any shares, or any Interest in any fractional
part of a share, or (except only as by these Articles or by
 23




---



##### 



Applicable Laws otherwise provided) any other right in respect of any share, except an
absolute right to the entirety thereof in the registered holder.7.
    
    RIGHTS IN RELATION TO AN ACQUIRING PERSON7.1
    
    Service of notice on Acquiring PersonIn the event that any Person has become or becomes an Acquiring Person, the Directors shall
as soon as practicable thereafter cause the Company to give notice of such fact to such
Person and the holder of the Reuters Founders Share. Such notice shall state the number of
Voting Shares in which the Board of Directors has determined such Person is or may be
Interested and the names of any entities through which the Board of Directors has
determined such Person is Interested in those Voting Shares. If at any time the Board of
Directors subsequently determines that any such Person is not or is no longer an Acquiring
Person, it shall without delay inform such Person and the holder of the Reuters Founders
Share of such fact, upon which such Person shall cease to be an Acquiring Person.7.2
    
    Voting rights of the holder of the Reuters Founders ShareSubject to paragraph 7.14 below, from and after the time that any Person has become or
becomes an Acquiring Person until such time as such Person ceases to be an Acquiring
Person, the holder of the Reuters Founders Share shall be entitled to vote, together with
(except at meetings of the holder of the Reuters Founders Share required by Applicable Laws
to be held as a separate class meeting) the holders of Ordinary Shares, on all matters
submitted to a vote of the shareholders of the Company at any general meeting of the
Company. On each such matter, the holder of the Reuters Founders Share shall be entitled,
in its sole and absolute discretion, to exercise the following voting rights:
 7.2.1
    
    in relation to a resolution of the Company to approve a Joint Electorate
Action, the rights:
 (a)
    
    to cast such number of votes in favour of and against such
resolution, to withhold such number of votes from such resolution and to
abstain from voting such number of votes in respect of such resolution as
were cast in favour of and against such resolution, withheld therefrom or
recorded as abstentions in respect thereof, respectively, by the holder of
the Special Voting Share pursuant to subparagraph 11.1.1;(b)
    
    to cast such number of votes in favour of such resolution
as were cast in favour of such resolution by holders of Voting Shares other
than any Voting Shares in which an Acquiring Person is Interested;(c)
    
    to cast such number of votes against such resolution as
were cast against such resolution by holders of Voting Shares other
 24




---



##### 



than any Voting Shares in which an Acquiring Person is Interested;(d)
    
    to withhold such number of votes from such resolution as
were withheld from such resolution by holders of Voting Shares other than any
Voting Shares in which an Acquiring Person is Interested; and(e)
    
    to abstain from voting such number of votes in respect of
such resolution as were recorded as abstentions in respect of such resolution
by holders of Voting Shares other than any Voting Shares in which an
Acquiring Person is Interested;
  7.2.2
    
    in relation to a resolution of the Company to approve a Class Rights Action:
 (a)
    
    if the Equivalent Resolution is approved by the requisite
number (as determined in accordance with the TR Corporation Articles, the TR
Corporation By-Laws and Applicable Laws) of the holders of TR Corporation
Common Shares at the Parallel Shareholder Meeting, the rights:
 (i)
    
    to cast such number of votes in
favour of such resolution as were cast in favour of such
resolution by holders of Voting Shares other than any Voting
Shares in which an Acquiring Person is Interested;(ii)
    
    to cast such number of votes
against such resolution as were cast against such resolution by
holders of Voting Shares other than any Voting Shares in which
an Acquiring Person is Interested;(iii)
    
    to withhold such number of
votes from such resolution as were withheld from such
resolution by holders of Voting Shares other than any Voting
Shares in which an Acquiring Person is Interested; and(iv)
    
    to abstain from voting such
number of votes in respect of such resolution as were recorded
as abstentions in respect of such resolution by holders of
Voting Shares other than any Voting Shares in which an
Acquiring Person is Interested;
 25




---



##### 



(b)
    
    if the Equivalent Resolution is not approved by the
requisite number (as determined in accordance with the TR Corporation
Articles, the TR Corporation By-Laws and Applicable Laws) of the holders of
TR Corporation Common Shares at the Parallel Shareholder Meeting, no right to
cast any vote;
 7.2.3
    
    in relation to a Procedural Resolution, the rights:
 (a)
    
    to cast such number of votes in favour of such Procedural
Resolution as were cast in favour of such Procedural Resolution by holders of
Voting Shares other than any Voting Shares in which an Acquiring Person is
Interested;(b)
    
    to cast such number of votes against such Procedural
Resolution as were cast against such Procedural Resolution by holders of
Voting Shares other than any Voting Shares in which an Acquiring Person is
Interested;(c)
    
    to withhold such number of votes from such Procedural
Resolution as were withheld from such Procedural Resolution by holders of
Voting Shares other than any Voting Shares in which an Acquiring Person is
Interested; and(d)
    
    to abstain from voting such number of votes in respect of
such Procedural Resolution as were recorded as abstentions in respect of such
Procedural Resolution by holders of Voting Shares other than any Voting
Shares in which an Acquiring Person is Interested;
  7.2.4
    
    in respect of any resolution pertaining to any matter on which the holder of
the Reuters Founders Share is required by Applicable Laws or otherwise entitled to
vote separately as a class, the right to cast one vote.
 7.3
    
    Directors resolution as to a person being Acquiring Person conclusiveIf the Directors resolve that they have reasonable cause to believe that a Person is or may
be an Acquiring Person and that they have made reasonable enquiries
 26




---



##### 



(whether by way of notices under section 793 of the CA 2006 or otherwise) to establish
whether such Person is or is not an Acquiring Person but that such enquiries have not been
answered or fail to establish whether such Person is or is not an Acquiring Person, such
Person shall for all the purposes of this Article be deemed to be an Acquiring Person from
the date of such resolution until any such time as the Directors resolve that they are
satisfied that such Person is not an Acquiring Person. The Board of Directors shall as
soon as practicable thereafter give notice of such fact to such Person and the holder of
the Reuters Founders Share in accordance with paragraph 7.1.7.4
    
    Directors resolution as to shares being shares of an Acquiring Person conclusiveIf the Directors resolve that they have reasonable cause to believe that any Voting Shares
are or may be Voting Shares in which an Acquiring Person is Interested (whether such Person
is an Acquiring Person by virtue of paragraph 7.3 above or otherwise) and that they have
made reasonable enquiries (whether by way of notices under section 793 of the CA 2006 or
otherwise) to establish whether such Person is or is not an Acquiring Person but that such
enquiries have not been answered or fail to establish whether such Person is or is not an
Acquiring Person, such Voting Shares shall for all the purposes of this Article be deemed
to be Voting Shares in which such Person is Interested from the date of such resolution
until any such time as the Directors resolve that they are satisfied that such Person is
not Interested in such Voting Shares. The Board of Directors shall as soon as practicable
thereafter give notice of such fact to such Person and the holder of the Reuters Founders
Share in accordance with paragraph 7.1.7.5
    
    Notices under Article 7 to be in writingAll notices provided for by this Article 7 shall be in writing.7.6
    
    No obligation to serve notice if address unknownNeither the Company nor the Directors shall be obliged to serve any notice provided for by
this Article 7 on any Person if they do not know either the identity or address of such
Person. Subject as aforesaid, the Directors shall give notice of any resolutions referred
to in paragraphs 7.3 and 7.4 above to the Acquiring Person concerned.7.7
    
    Articles on notices to applyParagraphs 47.1, 47.3 and 47.4 shall apply to the service of any notice required by this
Article to be served by the Company on any shareholder of the Company.7.8
    
    Service of notices on non-shareholdersAny notice required by this Article 7 to be served by the Company on any person who is not
a shareholder of the Company may be served on or delivered to such
 27




---



##### 



Person either personally or by placing it in the post in the United Kingdom in a pre-paid
cover addressed to such Person at such address as the Directors believe to be such Persons
address or by delivering it to such address. Where such notice is served or sent by post
as aforesaid, service or delivery shall be deemed to be effected at the time when the same
would be received in the ordinary course of post and in proving such service or delivery it
shall be sufficient to prove that such cover was properly addressed, stamped and posted.7.9
    
    Directors decisions conclusiveAll actions, calculations and determinations which are done or made by the Board of
Directors in good faith in connection with the provisions of this Article 7 and Article 12
shall be conclusive, final and binding on all Persons concerned, and the validity of any
act or thing which is done or caused to be done by the Board of Directors in furtherance or
purported furtherance of any such provisions shall not be capable of being impeached by
anyone on the ground that there was not any basis or reasonable basis upon which the Board
of Directors could have arrived at any such calculation or determination, or on the ground
that any conclusion of fact on which the Board of Directors relied or might have relied for
the purposes of arriving at any such calculation or determination or taking any such action
was incorrect, or on any other ground whatsoever.7.10
    
    Company register of share InterestsWithout prejudice to the provisions of the Applicable Laws, the Board of Directors is
entitled to rely without further enquiry on the information contained in the Register kept
by the Company under section 808 of the CA 2006 in determining whether a Person is or is
not an Acquiring Person unless it has reason to believe otherwise, in which case the Board
of Directors shall make reasonable enquiries to determine whether a Person is an Acquiring
Person.7.11
    
    Directors to inform other Directors regarding Acquiring PersonsIf any Director has reason to believe that any Person is an Acquiring Person or has ceased
to be an Acquiring Person, that Director shall without delay inform the other Directors and
the holder of the Reuters Founders Share of that fact, including the number of Voting
Shares in which the Director believes such Person is or may be Interested.7.12
    
    ADR Custodians and ADS holdersAn ADR Custodian in its capacity as such shall not be an Acquiring Person. A Person who
has an interest in American Depositary Shares evidenced by an American Depositary Receipt
representing shares held by an ADR Custodian shall be treated for all the purposes of this
Article as being Interested in the number and class of shares in the Company represented by
such American Depositary Shares and evidenced by such American Depositary Receipt and not
(in the absence of any
 28




---



##### 



7.13
    
    Interests in shares  exclusionsFor the purposes of this Article 7 and Article 12 below, a Person will not be deemed to be
Interested in any securities because:
 7.13.1
    
    such Person is the registered holder of such securities as a result of carrying on
the business of or acting as a nominee of a securities depositary;7.13.2
    
    such Person is an underwriter or member of a banking group or selling group acting
in such capacity that has become Interested in such securities in connection with a
distribution of securities pursuant to a prospectus or by way of private placement
provided such Person is not Interested in such securities for a period in excess of
one year;7.13.3
    
    such Person holds such securities in its capacity as trustee of a trust under which
such Person has no independent powers, discretions or responsibilities and must act on
the instructions of the beneficiaries; or7.13.4
    
    such Person is acting as a Securities Intermediary in relation to such securities
and does not exercise independent control or direction over such securities.
 7.14
    
    Suspension of voting rightsThe right of the holder of the Reuters Founders Share to vote at any meeting of
shareholders of the Company pursuant to this Article 7 shall be suspended from and after
the delivery to the Company of a Reuters Founders Share Control Notice until the delivery
to the Company of a Rescission Notice in respect of such Reuters Founders Share Control
Notice.7.15
    
    Calculation of votesPrior to the exercise by the holder of the Reuters Founders Share of its voting rights
pursuant to paragraphs 7.2 and 12.8, the Board of Directors shall calculate the number of
votes entitled to be cast upon such exercise and shall deliver to the holder of the Reuters
Founders Share a certificate, signed by a duly authorised officer of the Company,
confirming the number of votes so calculated.8.
    
    UNCERTIFICATED SHARES8.1
    
    Directors may permit shares to be a Participating SecuritySubject to the Applicable Laws and the rules of any Relevant System, the Directors may
permit the holding and transfer of any class of shares in uncertificated form by
 29




---



##### 



8.2
    
    Shares may be changed from uncertificated to certificated form and vice versaWhere any class of shares in the capital of the Company is a Participating Security, any
share in such class may be changed from an Uncertificated Share to a Certificated Share and
from a Certificated Share to an Uncertificated Share in accordance with and subject to the
provisions of the Uncertificated Securities Regulations and the rules and procedures of the
Relevant System.8.3
    
    Uncertificated Shares are not a separate classSubject to the Applicable Laws, Uncertificated Shares shall not be regarded as forming a
separate class of shares from Certificated Shares of the same class.8.4
    
    Disapplication of inconsistent ArticlesIn relation to any class of shares which is a Participating Security, and for so long as
that class of shares or any part of that class of shares remains a Participating Security,
these Articles shall (notwithstanding anything contained in these Articles) only apply to
Uncertificated Shares to the extent that they are consistent with:
 8.4.1
    
    the holding of shares in that class in uncertificated form;8.4.2
    
    the transfer of title to shares in that class by means of a Relevant System;
and8.4.3
    
    the Uncertificated Securities Regulations.
 9.
    
    POWER OF SALE OF UNCERTIFICATED SHARES9.1
    
    Powers of Company in respect of procuring sales of Uncertificated SharesWhere any class of shares in the capital of the Company is a Participating Security and the
Company is entitled under any provisions of the Applicable Laws or the rules of any
Relevant System or under these Articles to dispose of, forfeit, enforce a lien over or sell
or procure the sale of any shares of such class which are held in uncertificated form, the
Directors shall have the power (to the extent permitted by and subject to the provisions of
the Uncertificated Securities Regulations and the rules and procedures of the Relevant
System) to take such steps as may be required, by instruction given by means of a Relevant
System or otherwise, to effect such disposal, forfeiture, enforcement or sale and such
powers shall (subject as aforesaid) include, but shall not be limited to, the power to:
 9.1.1
    
    request or require the deletion of any computer-based entries in the
Relevant System relating to such shares;
 30




---



##### 



9.1.2
    
    alter such computer-based entries so as to divest the registered holder of
such shares of the power to transfer them to any person other than a transferee
identified by the Company;9.1.3
    
    require by notice in writing any holder of such shares:
 (a)
    
    to change his holding of such shares into certificated form
within such period as may be specified in the notice; or(b)
    
    direct the holder to take such steps as may be necessary to
sell or transfer such shares;
 9.1.4
    
    appoint any person to take such steps in the name of the holder of such shares as may be required to effect transfer of such shares and such steps shall be as
effective as if they had been taken by the registered holder of the shares concerned.
  10.
    
    ORDINARY SHARESThe rights, privileges, restrictions and conditions attaching to the Ordinary Shares are as
follows:
 10.1
    
    Notice of meetings and voting rightsExcept for meetings of holders of a particular class or series of shares other than the
Ordinary Shares required by Applicable Laws to be held as a separate class or series
meeting, the holders of the Ordinary Shares shall be entitled to receive notice of and to
attend all meetings of the shareholders of the Company and at any such meeting to vote,
together with (except at meetings of holders of Ordinary Shares required by Applicable Laws
to be held as a separate class meeting) the holder of the Special Voting Share, on all
matters submitted to a vote on the basis of one vote for each Ordinary Share held.10.2
    
    DividendsSubject to Applicable Laws, the holders of the Ordinary Shares shall be entitled to receive
and the Company shall pay thereon, if, as and when declared by the Board of Directors out
of the assets of the Company properly applicable to the payment of dividends, dividends in
such amounts and payable in such manner as the Board of Directors may from time to time
determine rateably according to the number of such shares held by the holders respectively.
 31




---



##### 



10.3
    
    Liquidation, dissolution and winding upSubject to any provision made under section 719 of the CA 1985 and any special rights which
may be attached to any other class of shares, upon the liquidation, dissolution or winding
up of the Company, whether voluntary or involuntary, or in the event of any other
distribution of the assets of the Company among its shareholders for the purpose of winding
up its affairs, the holders of the Ordinary Shares shall be entitled to share equally,
according to the number of Ordinary Shares held by them, in all remaining property and
assets of the Company.11.
    
    SPECIAL VOTING SHAREThe rights, privileges, restrictions and conditions attaching to the Special Voting Share
are as follows:11.1
    
    Notice of meetings and voting rightsSubject to paragraph 11.2, except for meetings of the holders of a particular class or
series of shares other than the Special Voting Share required by Applicable Laws to be held
as a separate class meeting, the holder of the Special Voting Share shall be entitled to
receive notice of and to attend (through a representative appointed in accordance with
section 323(1) of the CA 2006) or be represented by proxy at all meetings of the
shareholders of the Company and at any such meeting to vote, together with (except at
meetings of the holder of the Special Voting Share required by Applicable Laws to be held
as a separate class meeting) the holders of the Ordinary Shares, on all matters submitted
to a vote. On each such matter, the holder of the Special Voting Share shall be entitled
to exercise the following voting rights:
 11.1.1
    
    in relation to a resolution of the Company to approve a Joint Electorate Action, the
rights:
 (a)
    
    to cast such number of votes in favour of such resolution
as were cast in favour of the Equivalent Resolution by holders of TR
Corporation Common Shares at the Parallel Shareholder Meeting;(b)
    
    to cast such number of votes against such resolution as
were cast against the Equivalent Resolution by holders of TR Corporation
Common Shares at the Parallel Shareholder Meeting;(c)
    
    to withhold such number of votes from such resolution as
were withheld from the Equivalent Resolution by holders of TR Corporation
Common Shares at the Parallel Shareholder Meeting; and
 32




---



##### 



(d)
    
    to abstain from voting such number of votes in respect of
such resolution as were recorded as abstentions in respect of the Equivalent
Resolution by holders of TR Corporation Common Shares at the Parallel
Shareholder Meeting;
 in each case divided by the Equalization Ratio in effect at the time such rights
are exercised and rounded up to the nearest whole number, and provided that, for
greater certainty, if the holder of the Special Voting Share exercises its voting
rights in relation to any such resolution, it shall be required to exercise all,
but not less than all, of such voting rights;
 11.1.2
    
    in relation to a resolution of the Company to approve a Class Rights Action:
 (a)
    
    if the Equivalent Resolution was approved by the requisite
number (as determined in accordance with the TR Corporation Articles, the TR
Corporation By-Laws and Applicable Laws) of the holders of TR Corporation
Common Shares at the Parallel Shareholder Meeting, no right to cast any vote;
and(b)
    
    if the Equivalent Resolution was not approved by the
requisite number (as determined in accordance with the TR Corporation
Articles, the TR Corporation By-Laws and Applicable Laws) of the holders of
TR Corporation Common Shares at the Parallel Shareholder Meeting, the right
to cast such number of votes against such resolution as would be sufficient
to defeat it;
 11.1.3
    
    in respect of any Procedural Resolution, no right to cast any vote; and11.1.4
    
    in respect of any resolution pertaining to any matter on which the holder of the
Special Voting Share is required by Applicable Laws to vote separately as a class, the
right to cast one vote.
 11.2
    
    Adjustments
 11.2.1
    
    For the purposes of determining the number of votes the holder of the Special Voting
Share is entitled to cast pursuant to subparagraphs 11.1.1(a) to (d), in the event
that the holder of the TR Corporation Reuters Founders Share has exercised its voting
rights pursuant to Section 1.6.6(b) of the TR Corporation Articles in relation to an
Equivalent Resolution, each vote cast in favour of or against that Equivalent
Resolution, withheld therefrom or recorded as an abstention in respect thereof at the
Parallel Shareholder Meeting by a TR Corporation Acquiring Person shall be divided by
one hundred.11.2.2
    
    At all times when the holder of the TR Corporation Reuters Founders Share is
entitled to exercise voting rights pursuant to Section 1.6.7(d) of the TR Corporation
Articles, the holder of the Special Voting Share shall be entitled, in relation to a
resolution of the Company to approve a Joint
 33




---



##### 



Electorate Action, to exercise the right to cast such number of votes in favour of
and against such resolution, to withhold such number of votes therefrom and to
abstain from voting such number of votes in respect thereof as were cast in favour
and against the Equivalent Resolution, withheld therefrom or recorded as
abstentions in respect thereof, respectively, by the holder of the TR Corporation
Reuters Founders Share at the Parallel Shareholder Meeting. For avoidance of
doubt, the rights of the holder of the Special Voting Share pursuant to this
subparagraph 11.2.2 are in addition to, and shall be deemed to be exercised by the
holder of the Special Voting Share upon the exercise of, its other rights pursuant
to subparagraph 11.1.1.
 11.3
    
    Dividends
 11.3.1
    
    Subject to Applicable Laws, the holder of the Special Voting Share shall be entitled
to receive a fixed cumulative dividend (the Special Voting Share dividend) at the
annual rate of 6% on the amount for the time being paid up on the Special Voting
Share.11.3.2
    
    The Special Voting Share dividend is payable yearly on 31 December in each year (the
dividend payment date) (or if the dividend payment date is a Saturday, a Sunday or a
day which is a public holiday in England, on the next date which is not such a day) in
respect of the year ending on that date, except that the first Special Voting Share
dividend is payable on the dividend payment date next following the date of allotment
of the Special Voting Share and is payable on a pro rata basis in respect of the
period from the date of its allotment to that dividend payment date (both dates
inclusive).11.3.3
    
    If any Special Voting Share dividend is not paid in full on the relevant dividend
payment date then, to the extent unpaid, the amount of such dividend shall be
increased at the annual rate of 6% calculated on a daily basis (and compounded
annually) from the date on which the relevant dividend was to have been paid to the
date of payment.11.3.4
    
    The Special Voting Share shall not entitle the holder to any further rights of
participation in the profits of the Company.
 11.4
    
    Liquidation, dissolution and winding up
 11.4.1
    
    Subject to any provision made under section 719 of the CA 1985 and any special
rights which may be attached to any other class of shares, the holder of the Special
Voting Share shall have rights on a return of assets on a winding-up to be repaid in
priority to any payment to the holders of the Ordinary Shares and the holder of the
Reuters Founders Share a sum equal to the Redemption Price.11.4.2
    
    Except as provided in paragraph 11.5 below, the Special Voting Share does
 34




---



##### 



not entitle the holder to any further rights of participation in the capital of
the Company.
 11.5
    
    Redemption
 11.5.1
    
    The Company shall (subject to Applicable Laws and unless earlier redeemed) redeem
the Special Voting Share:
 (a)
    
    on presentation to the Board of Directors of a notice or
instrument of transfer purporting to require or demand registration or
acknowledgement of the transfer of the Special Voting Share by the TR PLC
Special Voting Share Trustee out of the TR PLC Special Voting Share Trust to
(or at the direction of) the Beneficiaries (as defined in the TR PLC Special
Voting Share Trust Deed) of the TR PLC Special Voting Share Trust; or(b)
    
    on the TR PLC Special Voting Share Trust being terminated
in respect of the Special Voting Share or the Special Voting Share becoming
held by the TR PLC Special Voting Share Trustee on terms other than as set
out in the TR PLC Special Voting Share Trust Deed (as it may be amended from
time to time in accordance with its terms).
 11.5.2
    
    If the Company is not permitted by Applicable Laws or some other provision of these
Articles to redeem the Special Voting Share on a date determined in accordance with
the foregoing provisions, it shall redeem the Special Voting Share as soon after that
date as it shall be permitted to do so.11.5.3
    
    If any redemption date would otherwise fall on a Saturday, a Sunday or a day which
is a public holiday in England, then the redemption date shall be the next date which
is not such a day.11.5.4
    
    On the redemption date the Company shall redeem the Special Voting Share and pay to
the holder the Redemption Price.11.5.5
    
    As from the relevant redemption date of the Special Voting Share the Special Voting
Share dividend shall cease to accrue on the Special Voting Share.11.5.6
    
    If the Company redeems the Special Voting Share without having received the
certificate therefore, the holder shall deliver the certificate to the Company as soon
as practicable after the redemption date.
 11.6
    
    No transfer of Special Voting ShareThe holder of the Special Voting Share may not transfer the Special Voting Share without
the prior approval of the Board of Directors, to be expressed either by a
 35




---



##### 



resolution passed at a meeting of the Board of Directors or by an instrument or instruments
in writing signed by all of the Directors.
 11.7
    
    Amendment of rights and obligationsThe rights and obligations attaching to the Special Voting Share may be amended or modified
only by a resolution of the Company approved as a Class Rights Action and with the prior
written consent of the holder of the Special Voting Share.12.
    
    THE REUTERS FOUNDERS SHARE12.1
    
    Reuters Founders Share may defeat resolution to vary or abrogate its rightsWithout prejudice to paragraph 4.1, on any poll on any resolution of the Company in general
meeting, being a resolution the passing of which by the Requisite Majority of votes would
be, or be deemed to be, a variation or abrogation of the rights attached to the Reuters
Founders Share, the holder of the Reuters Founders Share, if it opposes such resolution,
shall have the right to cast such number of votes as shall be necessary to ensure the
defeat of such resolution, and such right may be exercisable either by a representative
appointed by the holder of the Reuters Founders Share in accordance with section 323(1) of
the CA 2006, or by a proxy for the holder of the Reuters Founders Share.12.2
    
    Deemed variations or abrogations of Reuters Founders Share rightsFor all of the purposes of these Articles the passing by the Requisite Majority of any of
the following kinds of resolution by the Company in general meeting shall be deemed to be a
variation or abrogation of the rights attached to the Reuters Founders Share:
 12.2.1
    
    any Special Resolution the effect of which, if duly passed, would be to amend,
remove or alter the effect of (which shall include the ratification of any breach of)
any of the Reuters Founders Share Provisions;12.2.2
    
    any resolution to wind up the Company voluntarily or pursuant to paragraph (a) of
section 122 of the Insolvency Act 1986;12.2.3
    
    any resolution for, or approving or sanctioning, any reconstruction of the Company
(other than an internal reorganisation involving the Company and its Subsidiaries);12.2.4
    
    any resolution the effect of which, if duly passed, would be to attach or to
authorise the attachment to any share (whether issued or unissued) of any voting
rights which are not identical in all respects with those attached to the Ordinary
Shares;12.2.5
    
    any resolution to amend any such resolution as is described in any of the preceding
subparagraphs of this paragraph 12.2.
 36




---



##### 



12.3
    
    Action without consent of the holder of the Reuters Founders Share a deemed variation or
abrogationFor all of the purposes of these Articles, the doing of any act or thing which, in
accordance with any provision of these Articles, requires the prior written consent of the
holder of the Reuters Founders Share shall be deemed to be a variation or abrogation of the
rights attached to the Reuters Founders Share.12.4
    
    Definition and interpretation as regards Control of CompanyFor the purposes of paragraphs 12.4 to 12.9:
 12.4.1
    
    where a person is Interested in shares in which another person is Interested or
would be taken to be Interested, such other person shall be deemed to be his
associate;12.4.2
    
    in addition, two or more persons shall be deemed to be associates if there are, in
the opinion of the holder of the Reuters Founders Share, reasonable grounds for
believing that they have or are attempting to obtain Control pursuant (either wholly
or in part) to some arrangement between them;12.4.3
    
    arrangement means any agreement, understanding or arrangement of any kind, whether
formal or tacit, and whether or not legally binding, other than the Deed of Mutual
Covenant;12.4.4
    
    Control means the ability to control the exercise of 30% or more of the voting
rights ordinarily exercisable at meetings of shareholders of the Company (disregarding
the rights of the holder of the Reuters Founders Share and the holder of the Special
Voting Share and disregarding any suspension of the voting rights of any shares
pursuant to the Applicable Laws or these Articles).12.4.5
    
    Deed of Mutual Covenant means the deed of mutual covenant to be entered into on or
before the Effective Date among PA Group Limited, NPA Nominees Limited, Australian
Associated Press Pty Limited, New Zealand Press Association Limited, Reuters Founders
Share Company, TR Corporation, the Company and Reuters Group PLC, as the same may be
amended or modified from time to time in accordance with its terms;
 12.5
    
    Directors to inform other Directors (and Directors to inform the holder of the Reuters
Founders Share) of attempts to gain ControlIf any Director becomes aware of any facts which might lead to the Directors and/or the
holder of the Reuters Founders Share taking the view that any Person, other than an
Approved Person or a member of the TR Group, and his associates (if any) has or have
obtained or is or are attempting to obtain, directly or indirectly, Control, he shall
without delay inform the other Directors of such facts and the Directors
 37




---



##### 



shall forthwith give written notice of such facts to the holder of the Reuters Founders
Share.
 12.6
    
    Reuters Founders Share Control NoticesIf, in the opinion of the holder of the Reuters Founders Share, there are reasonable
grounds for believing that any Person, other than an Approved Person or a member of the TR
Group, and his associates (if any) has or have obtained or is or are attempting to obtain,
directly or indirectly, Control and the holder of the Reuters Founders Share has concluded,
in its sole and absolute discretion, that the exercise of the voting rights attached to the
Reuters Founders Share pursuant to Article 7 is insufficient in the circumstances to enable
the holder of the Reuters Founders Share to uphold the Reuters Trust Principles, the holder
of the Reuters Founders Share, whether it has received any notice pursuant to paragraph
12.5 above or not, shall be entitled in its sole and absolute discretion to serve or cause
to be served at the Office a notice in writing (hereinafter called a Reuters Founders
Share Control Notice), if at that time Reuters Founders Share Company is the holder of the
Reuters Founders Share, signed by any one or more of the Reuters Trustees, to the effect
that the holder of the Reuters Founders Share is of that opinion.12.7
    
    Rescission of Reuters Founders Share Control NoticeIf at any time after the service of a Reuters Founders Share Control Notice, the holder of
the Reuters Founders Share becomes of the opinion that no Person, other than an Approved
Person or a member of the TR Group, and his associates (if any) has or have obtained or is
or are attempting to obtain, directly or indirectly, Control, then the holder of the
Reuters Founders Share shall as soon as practicable thereafter (provided that it is still
of that opinion) serve or cause to be served at the Office a notice in writing, if at that
time Reuters Founders Share Company is the holder of the Reuters Founders Share, signed by
any one or more of the Reuters Trustees, rescinding such Reuters Founders Share Control
Notice, but the service of any such notice in writing pursuant to and in accordance with
this paragraph 12.7 (in this Article called a Rescission Notice) shall be without
prejudice to the entitlement of the holder of the Reuters Founders Share subsequently to
serve or cause to be served at the Office another Reuters Founders Share Control Notice
pursuant to and in accordance with paragraph 12.6 above.12.8
    
    Voting rights of Reuters Founders Share whilst Reuters Founders Share Control Notice in forceAt all times after the service at the Office of any Reuters Founders Share Control Notice
and prior to the service at the Office of a Rescission Notice in respect of such Reuters
Founders Share Control Notice, the holder of the Reuters Founders Share shall be entitled
to vote, together with (except at meetings of the holder of the Reuters Founders Share
required by Applicable Laws to be held as a separate class meeting) the holders of Ordinary
Shares, on all matters submitted to a vote of the shareholders of the Company at any
general meeting of the Company. On each
 38




---



##### 



such matter, the holder of the Reuters Founders Share shall be entitled, in its sole and
absolute discretion, to exercise the following voting rights:
 12.8.1
    
    in relation to a resolution of the Company to approve a Joint Electorate Action, the
rights:
 (a)
    
    if, at the time such votes are cast, there are no Approved
Persons or Approved Persons are Interested in such number of outstanding
Ordinary Shares and/or TR Corporation Common Shares to which are attached, in
the aggregate (after giving effect to the Equalization Ratio), the right to
cast not more than 35% of all votes entitled to be cast on that Joint
Electorate Action by all shareholders of the Company and TR Corporation
(excluding the holder of the Special Voting Share and the holder of the TR
Corporation Special Voting Share), to cast such number of votes as would be
sufficient to approve or defeat such resolution;(b)
    
    if, at the time such votes are cast, Approved Persons are
Interested in such number of outstanding Ordinary Shares and/or TR
Corporation Common Shares to which are attached, in the aggregate (after
giving effect to the Equalization Ratio), the right to cast more than 35% but
less than the Requisite Majority of all votes entitled to be cast on that
Joint Electorate Action by all shareholders of the Company and TR Corporation
(excluding the holder of the Special Voting Share and the holder of the TR
Corporation Special Voting Share), to cast the greater of:
 (i)
    
    such number of votes as is
equal to the sum of (x) the number of votes attached to all
Voting Shares in which Acquiring Persons are Interested and (y)
one vote; and(ii)
    
    such number of votes as will
cause the votes attached to all Voting Shares in which Approved
Persons are Interested, and which are cast in accordance with
the relevant Terms of Approval, when combined with the votes
entitled to be cast by the holder of the Reuters Founders
Share, to constitute the Requisite Majority of all votes
entitled to be cast on such resolution by all shareholders of
the Company (including the holder of the Special Voting Share);
and
 (c)
    
    if, at the time such votes are cast, Approved Persons are
Interested in, and cast in accordance with the relevant Terms of Approval the
votes attached to, such number of outstanding Ordinary Shares and/or TR
Corporation Common Shares to which are attached, in the aggregate (after
giving effect to the
 39




---



##### 



Equalization Ratio), the right to cast at least the Requisite
Majority of all votes entitled to be cast on that Joint Electorate
Action by all shareholders of the Company and TR Corporation
(excluding the holder of the Special Voting Share and the holder of
the TR Corporation Special Voting Share), no right to cast any vote;
 12.8.2
    
    in relation to a resolution of the Company to approve a Class Rights Action:
 (a)
    
    if the Equivalent Resolution is approved by the requisite
number (as determined in accordance with the TR Corporation Articles, the TR
Corporation By-Laws and Applicable Laws) of the holders of TR Corporation
Common Shares at the Parallel Shareholder Meeting, the rights:
 (i)
    
    if, at the time such votes are
cast, there are no Approved Persons or Approved Persons are
Interested in such number of outstanding Ordinary Shares to
which are attached, in the aggregate, the right to cast not
more than 35% of all votes entitled to be cast on such
resolution by all shareholders of the Company (excluding the
holder of the Special Voting Share), to cast such number of
votes as would be sufficient to approve or defeat such
resolution;(ii)
    
    if, at the time such votes are
cast, Approved Persons are Interested in such number of
outstanding Ordinary Shares to which are attached, in the
aggregate, the right to cast more than 35% but less than the
Requisite Majority of all votes entitled to be cast on such
resolution by all shareholders of the Company (excluding the
holder of the Special Voting Share), to cast the greater of:
 (A)
    
    such number
of votes as is equal to the sum of (x) the number of
votes attached to all Voting Shares in which Acquiring
Persons are Interested and (y) one vote; and(B)
    
    such number
of votes as will cause the votes attached to all
Voting Shares in which Approved Persons are
Interested, and which are cast in accordance with the
relevant Terms of Approval, when combined with the
votes entitled to be cast by the holder of the Reuters
Founders Share, to constitute the Requisite Majority
of all votes entitled to be cast on such resolution by
all shareholders of the Company
 40




---



##### 



(excluding the holder of the Special Voting Share);
and
 (iii)
    
    if, at the time such votes are
cast, Approved Persons are Interested in, and cast in
accordance with the relevant Terms of Approval the votes
attached to, such number of outstanding Ordinary Shares to
which are attached, in the aggregate, the right to cast at
least the Requisite Majority of all votes entitled to be cast
on such resolution by all shareholders of the Company
(excluding the holder of the Special Voting Share), no right to
cast any vote;
 (b)
    
    if the Equivalent Resolution is not approved by the
requisite number (as determined in accordance with the TR Corporation
Articles, the TR Corporation By-Laws and Applicable Laws) of the holders of
TR Corporation Common Shares at the Parallel Shareholder Meeting, no right to
cast any vote;
 12.8.3
    
    in relation to a Procedural Resolution, the rights:
 (a)
    
    if, at the time such votes are cast, there are no Approved
Persons or Approved Persons are Interested in such number of outstanding
Ordinary Shares to which are attached, in the aggregate, the right to cast
not more than 35% of all votes entitled to be cast on that Procedural
Resolution by all shareholders of the Company (excluding the holder of the
Special Voting Share), to cast such number of votes as would be sufficient to
approve or defeat such Procedural Resolution;(b)
    
    if, at the time such votes are cast, Approved Persons are
Interested in such number of outstanding Ordinary Shares to which are
attached, in the aggregate, the right to cast more than 35% but less than the
Requisite Majority of all votes entitled to be cast on that Procedural
Resolution by all shareholders of the Company (excluding the holder of the
Special Voting Share), to cast the greater of:
 (i)
    
    such number of votes as is
equal to the sum of (x) the number of votes attached to all
Voting Shares in which Acquiring Persons are Interested and (y)
one vote; and(ii)
    
    such number of votes as will
cause the votes attached to all Voting Shares in which Approved
Persons are Interested, and which are cast in accordance with
the relevant Terms of Approval, when combined with the votes
entitled to be cast by the holder of the Reuters Founders
Share, to constitute the Requisite Majority of
 41




---



##### 



all votes entitled to be cast on that Procedural Resolution
by all shareholders of the Company (excluding the holder of
the Special Voting Share); and
 (c)
    
    if, at the time such votes are cast, Approved Persons are
Interested in, and cast in accordance with the relevant Terms of Approval the
votes attached to, such number of outstanding Ordinary Shares to which are
attached, in the aggregate, the right to cast at least the Requisite Majority
of all votes entitled to be cast on that Procedural Resolution by all
shareholders of the Company (excluding the holder of the Special Voting
Share), no right to cast any vote; and
 12.8.4
    
    at any meeting of the holder of the Reuters Founders Share at which the holder of
the Reuters Founders Share is entitled to vote separately as a class, the right to
cast one vote.
 12.9
    
    Opinions of the holder of the Reuters Founders Share conclusiveAny opinion of the holder of the Reuters Founders Share, which is expressed in and for the
purposes of any Reuters Founders Share Control Notice, or which is manifested by any
Rescission Notice, shall be conclusive, final and binding on all Persons concerned, and the
validity of any Reuters Founders Share Control Notice or of any Rescission Notice shall not
be impeached by any Person on the ground that there was not any basis or any reasonable
basis upon which the holder of the Reuters Founders Share could have arrived at any such
opinion, or on the ground that any conclusion of fact which the holder of the Reuters
Founders Share relied on or might have relied on in or for the purpose of arriving at any
such opinion was incorrect, or on any other ground whatsoever.12.10
    
    Holder of the Reuters Founders Share may requisition general meetings other than annual
general meetingsThe holder of the Reuters Founders Share shall be entitled at any time and from time to
time to serve upon the Company at the Office, a requisition in writing, signed on behalf of
the holder of the Reuters Founders Share, requiring the Directors:
 12.10.1
    
    to convene a general meeting other than an annual general meeting of the Company
for the purposes specified in such requisition (including proposing resolutions to be
put to shareholders at the meeting in the form (if any) specified by the holder of the
Reuters Founders Share in such requisition); and12.10.2
    
    to ensure that every copy of any notice by which a general meeting is convened
pursuant to such requisition shall be accompanied by a copy of such statement in
writing (if any) of not more than five thousand words as shall be attached to such
requisition.
 42




---



##### 



12.11
    
    Directors to convene requisitioned meeting and circulate any statement of the holder of the
Reuters Founders ShareIn the event of any such requisition being served as aforesaid at the Office, the Directors
shall, not later than the expiration of the period of seven days next following such
service, duly convene a general meeting of the Company for the purposes specified in such
requisition (and so that any general meeting shall be convened on such minimum period of
notice as shall be sufficient, having regard to the purposes so specified and to the
provisions of the Applicable Laws and of these Articles relative to notices of general
meetings other than annual general meetings), and shall ensure that every copy of any
notice by which such general meeting is convened shall be accompanied by a copy of such
statement (if any) as shall have been attached to such requisition in accordance with the
provisions of subparagraph 12.10.2. In this Article references to notice include the use
of electronic form and electronic means and publication on a website in accordance with the
CA 2006 and the Applicable Laws.12.12
    
    Holder of the Reuters Founders Share may convene meeting if Directors in defaultIf the Directors do not, before the expiration of the period of seven days next following
the service at the Office of any such requisition as aforesaid, duly convene a general
meeting in accordance with the provisions of paragraph 12.11 of this Article and otherwise
comply in all respects with those provisions, the holder of the Reuters Founders Share
shall be entitled at any time after such expiration to convene a general meeting of the
Company for the purposes specified in such requisition, and so that:
 12.12.1
    
    any general meeting which is so convened by the holder of the Reuters Founders
Share shall be convened in the same manner, as nearly as possible, in which general
meetings of the Company are to be convened by the Directors pursuant to paragraph
12.11, but so that the requirement as to minimum notice referred to in paragraph 12.11
shall not apply; and12.12.2
    
    the holder of the Reuters Founders Share shall be entitled to procure that each
copy of the notice by which any such general meeting is convened by the holder of the
Reuters Founders Share shall be accompanied by a copy of such statement of not more
than five thousand words as the holder of the Reuters Founders Share shall in its
absolute discretion think fit, and so that the holder of the Reuters Founders Share
shall have this entitlement whether or not such requisition had attached thereto, in
accordance with paragraph 12.11, any copy of any statement.
 In this Article references to notice include the use of electronic form and electronic
means and publication on a website in accordance with the CA 2006 and the Applicable Laws.
 43




---



##### 



12.13
    
    Holder of the Reuters Founders Share may convene general meetings other than annual general
meetings while Reuters Founders Share Control Notice in forceIn addition and without prejudice to the rights conferred upon the holder of the Reuters
Founders Share by the preceding paragraphs of this Article, so long as any Reuters Founders
Share Control Notice which has been served at the Office pursuant to and in accordance with
the provisions of paragraph 12.6 shall not have been rescinded by a Rescission Notice
served at the Office pursuant to and in accordance with the provisions of paragraph 12.7,
the holder of the Reuters Founders Share shall be entitled at any time and from time to
time to convene a general meeting of the Company for such purposes as the holder of the
Reuters Founders Share shall in its absolute discretion think fit, and shall also be
entitled to cause every copy of any notice by which any general meeting is so convened to
be accompanied by a copy of such statement in writing of not more than five thousand words
as the holder of the Reuters Founders Share shall in its absolute discretion think fit.
Any general meeting which is convened by the holder of the Reuters Founders Share pursuant
to this paragraph 12.13 shall be convened in such manner, as nearly as possible, in which
general meetings are to be convened by the Directors pursuant to paragraph 12.11, but so
that the requirement as to minimum notice referred to in paragraph 12.11 shall not apply.12.14
    
    Holder of the Reuters Founders Share may receive notice of and attend and speak at general
meetingsThe holder of the Reuters Founders Share shall be entitled:
 12.14.1
    
    to receive notice of every general meeting of the Company, and of every separate
general meeting of the holders of the shares of any class in the Companys issued
share capital; and12.14.2
    
    to attend, either by a representative appointed in accordance with section 323(1)
of the CA 2006, or by any proxy, at any such general meeting or separate general
meeting; and12.14.3
    
    through any such representative or proxy, to speak at any such general meeting or
separate general meeting,
 but the holder of the Reuters Founders Share shall not, save as provided in Article 7 and
paragraphs 12.1 to 12.9, be entitled to vote at any general meeting of the Company, and
shall in no circumstances be entitled to vote at any such separate general meeting other
than a separate general meeting of the holder of the Reuters Founders Share.
 12.15
    
    Consultation between Directors and Reuters TrusteesFor so long as Reuters Founders Share Company is the holder of the Reuters Founders Share,
the Directors may from time to time, in their sole and absolute
 44




---



##### 



discretion, invite the Reuters Trustees to attend meetings of the Directors and to confer
with the Directors.
 12.16
    
    Reuters Trustees entitled to make representations to the DirectorsThe holder of the Reuters Founders Share shall be entitled to receive from or be sent by
the Company periodical reports of the activities of the TR Group and to make such
representations to the Directors, on matters of general interest affecting the TR Group, as
it may from time to time think fit and Reuters Founders Share Company, for so long as it is
the holder of the Reuters Founders Share, shall cause the Reuters Trustees to be generally
available for consultation with the Directors.12.17
    
    DividendsThe holder of the Reuters Founders Share shall not have the right to receive any dividends
declared by the Company.12.18
    
    Liquidation, dissolution and winding upSubject to any provision made under section 247 of the CA 2006 and any special rights which
may be attached to any other class of shares, the holder of the Reuters Founders Share
shall have rights on a return of assets on a winding-up to be repaid rateably according to
the number of shares held by it the amount paid up on such share.12.19
    
    No transfer of Reuters Founders ShareThe holder of the Reuters Founders Share may not transfer the Reuters Founders Share
without the prior approval of the Board of Directors, to be expressed either by a
resolution passed at a meeting of the Board of Directors or by an instrument or instruments
in writing signed by all of the Directors.12.20
    
    Consent of the holder of the Reuters Founders ShareFor so long as Reuters Founders Share Company is the holder of the Reuters Founders Share,
the written consent of the holder of the Reuters Founders Share shall be deemed to have
been given for any of the purposes of these Articles if, and only if, a certificate signed
on behalf of Reuters Founders Share Company by not less than two of the Reuters Trustees
shall have been received at the Office confirming that a resolution giving the consent in
question has been duly passed at a meeting of the Reuters Trustees (in their capacity as
directors of Reuters Founders Share Company) or by a written resolution of the Reuters
Trustees (in their capacity as directors of Reuters Founders Share Company) pursuant to the
Articles of Association of Reuters Founders Share Company from time to time in force.
 45




---



##### 



12.21
    
    Notices and other communicationsIf the holder of the Reuters Founders Share is to give or to be given any notice pursuant
to these Articles then, even if that notice is given in electronic form or by electronic
means in accordance with the CA 2006, such notice must also be given in writing and be
delivered personally and will be deemed delivered when the written notice would be deemed
to be delivered to the holder of the Reuters Founders Share in accordance with paragraph
47.1.13.
    
    SHARE CERTIFICATES
 13.1
    
    Contents of share certificatesEvery share certificate shall specify the number and class of shares to which it relates
and the amount paid up thereon. No certificate shall be issued representing shares of more
than one class. No certificate shall normally be issued in respect of shares held by a
recognised clearing house or a nominee of a recognised clearing house or of a recognised
investment exchange.13.2
    
    Certificates for Joint holdersIn the case of a share held jointly by several persons the Company shall not be bound to
issue more than one certificate therefor and delivery of a certificate to one of joint
holders shall be sufficient delivery to all.13.3
    
    Entitlement of shareholders holding Certificated Shares to share certificatesAny person (subject as aforesaid) whose name is entered in the Register as a holder of any
Certificated Shares of any one class upon the issue or transfer thereof shall be entitled
without payment to a certificate therefor (in the case of issue) within one month (or such
longer period as the terms of issue shall provide) after allotment of Certificated Shares
or (in the case of a transfer of fully paid shares) within 14 days after lodgment of a
transfer or (in the case of a transfer of partly paid shares) within two months after
lodgment of a transfer of Certificated Shares.13.4
    
    Entitlement to balancing certificatesWhere some only of the shares comprised in a share certificate are transferred the old
certificate shall be cancelled and a new certificate for the balance of such Certificated
Shares shall be issued in lieu without charge.13.5
    
    Entitlement to consolidating certificatesAny two or more certificates representing shares of any one class held by any shareholder
may at his request be cancelled and a single new certificate for such Certificated Shares
issued in lieu without charge.
 46




---



##### 



13.6
    
    Directors may issue split certificatesIf any shareholder shall surrender for cancellation a share certificate representing shares
held by him and shall request the Company to issue in lieu two or more share certificates
representing such Certificated Shares in such proportions as he may specify, the Directors
may, subject to the provisions of paragraphs 13.9 and 13.10 below, if they think fit,
comply with such request.13.7
    
    Replacement of damaged, lost or stolen certificatesIf a share certificate shall be damaged or defaced or alleged to have been lost, stolen or
destroyed, a new certificate representing the same shares must be issued without charge
(other than the exceptional out of pocket expenses (if any) referred to below) to the
holder upon request subject to delivery up of the old certificate or (if alleged to have
been lost, stolen or destroyed) upon compliance with such conditions as to evidence and
indemnity and the payment of any exceptional out of pocket expenses of the Company in
connection with the request as the Directors may think fit.13.8
    
    Requests for replacement certificates for joint holdersIn the case of shares held jointly by several persons any such request may be made by any
one of the joint holders.13.9
    
    Entitlement to certificate for shares changed to Certificated SharesSubject to the Applicable Laws, these Articles and the requirements of the London Stock
Exchange, where any Uncertificated Share is changed to certificated form, the holder (other
than a recognised clearing house or a nominee of a recognised clearing house or of a
recognised investment exchange referred to in paragraph 13.1) is entitled, unless the terms
of issue of the shares provide otherwise, without charge, to one certificate in respect of
all the Uncertificated Shares so changed to certificated form.13.10
    
    No entitlement to certificate in respect of Uncertificated SharesThe provisions of paragraphs 13.1 to 13.9 (inclusive) shall not apply so as to require the
Company to issue to any person a certificate in respect of any share where such person
holds such share in uncertificated form.14.
    
    CALLS ON SHARES14.1
    
    Directors may make calls for amounts unpaid on sharesThe Directors may from time to time make calls upon the shareholders in respect of any
moneys unpaid on their shares (whether on account of the nominal value of the shares or,
when permitted, by way of premium) but subject always to the terms of issue of such shares.
A call shall be deemed to have been made at the time when
 47




---



##### 



the resolution of the Directors authorising the call was passed and may be made payable by
instalments.
 14.2
    
    Obligation to pay callsEach shareholder shall (subject to receiving at least 14 clear days notice specifying the
time or times and place of payment) pay to the Company at the time or times and place so
specified the amount called on his shares. The joint holders of a share shall be jointly
and severally liable to pay all calls in respect thereof. A call may be revoked or
postponed as the Directors may determine.14.3
    
    Interest on unpaid callsIf a sum called in respect of a share is not paid before or on the day appointed for
payment thereof, the person from whom the sum is due shall pay interest on the sum from the
day appointed for payment thereof to the time of actual payment at such rate (not exceeding
15% per annum) as the Directors determine but the Directors shall be at liberty in any case
or cases to waive payment of such interest wholly or in part.14.4
    
    Calls deemed to be made when so provided by terms of issue of sharesAny sum (whether on account of the nominal value of the share or by way of premium) which
by the terms of issue of a share becomes payable upon allotment or at any fixed date shall
for all the purposes of these Articles be deemed to be a call duly made and payable on the
date on which by the terms of issue the same becomes payable. In case of non-payment all
the relevant provisions of these Articles as to payment of interest and expenses,
forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call
duly made and notified.14.5
    
    Directors discretion as to amounts and times of calls on issue of sharesThe Directors may on the issue of shares differentiate between the holders as to the amount
of calls to be paid and the times of payment.14.6
    
    Directors may accept and pay interest on moneys in advance of callsThe Directors may if they think fit receive from any shareholder willing to advance the
same all or any part of the moneys (whether on account of the nominal value of the share or
by way of premium) uncalled and unpaid upon the shares held by him and such payment in
advance of calls shall extinguish to the extent of the payment the liability upon the
            shares in respect of which it is made and upon the money so received (until and to the
extent that the same would but for such advance become payable) the Company may pay
interest at such rate (not exceeding 15% per annum) as the shareholder paying such sum and
the Directors may agree.
 48




---



##### 



15.
    
    FORFEITURE AND LIEN15.1
    
    Directors may serve payment notice in respect of unpaid callsIf a shareholder fails to pay in full any call or instalment of a call on the due date for
payment thereof, the Directors may at any time thereafter serve a notice on him requiring
payment of so much of the call or instalment as is unpaid together with any interest which
may have accrued thereon and any expenses incurred by the Company by reason of such
non-payment.15.2
    
    Notice to provide for forfeiture of sharesThe notice shall name a further day (not being less than seven days from the date of
service of the notice) on or before which and the place where the payment required by the
notice is to be made, and shall state that in the event of non-payment in accordance
therewith the shares on which the call has been made will be liable to be forfeited.15.3
    
    Forfeiture of sharesIf the requirements of any such notice as aforesaid are not complied with, any share in
respect of which such notice has been given may at any time thereafter, before payment of
all calls and interest and expenses due in respect thereof has been made, be forfeited by a
resolution of the Directors to that effect. Such forfeiture shall include all dividends
declared in respect of the forfeited share and not actually paid before forfeiture. The
Directors may accept a surrender of any share liable to be forfeited hereunder.15.4
    
    Forfeited or surrendered share the property of the CompanyA share so forfeited or surrendered shall become the property of the Company and may be
sold, re-allotted or otherwise disposed of either to the person who was before such
forfeiture or surrender the holder thereof or entitled thereto or to any other person upon
such terms and in such manner as the Directors shall think fit, and at any time before a
sale, re-allotment or disposition the forfeiture or surrender may be cancelled on such
terms as the Directors think fit. The Directors may, if necessary, authorise some person
to transfer a forfeited or surrendered share to any such other person as aforesaid.15.5
    
    Ex-shareholder to remain liable for moneys unpaid on forfeited sharesA shareholder whose shares have been forfeited or surrendered shall cease to be a
shareholder in respect of the shares but shall notwithstanding the forfeiture or surrender
remain liable to pay the Company all moneys which at the date of forfeiture or surrender
were presently payable by him to the Company in respect of the shares with interest thereon
at 15% per annum (or such lower rate as the Directors may determine) from the date of
forfeiture or surrender until such payment and the Directors may at their absolute
discretion enforce payment without
 49




---



##### 



allowance for the value of the shares at the time of forfeiture or surrender or waive
payment in whole or in part.
 15.6
    
    Company to have lien on shares not fully paidThe Company shall have a first and paramount lien on every share (not being a fully paid
share) for all moneys (whether presently payable or not) called or payable at a fixed time
in respect of such share. The Directors may waive any lien which has arisen and may
resolve that any shares for some limited period be exempt wholly or partially from the
provisions of this Article.15.7
    
    Companys power of sale under lienThe Company may sell in such manner as the Directors think fit any share on which the
Company has a lien, but no sale shall be made unless some sum in respect of which the lien
exists is presently payable nor until the expiration of 14 clear days after a notice
stating and demanding payment of the sum presently payable and giving notice of intention
to sell in default shall have been given to the holder for the time being of the share or
the person entitled thereto by reason of his death or bankruptcy.15.8
    
    Application of sale proceedsThe net proceeds of such sale after payment of the costs of such sale shall be applied in
or towards payment or satisfaction of the debts or liabilities in respect whereof the lien
exists so far as the same are then payable and any residue shall, upon surrender to the
Company for cancellation of the certificate for the share sold or the provision of any
indemnity (with or without security) required by the Directors as to any lost or destroyed
certificate and subject to a like lien for debts or liabilities not presently payable as
existed upon the share prior to the sale, be paid to the person entitled to the share at
the time of the sale. For the purpose of giving effect to any such sale the Directors may
authorise some person to transfer the share sold to, or in accordance with the directions
of, the purchaser.15.9
    
    Title to shares sold under lien or after forfeitureA statutory declaration in writing that the declarant is a Director or the Secretary of the
Company and that a share has been duly forfeited or surrendered or sold to satisfy a lien
of the Company on a date stated in the declaration shall be conclusive evidence of the
facts therein stated as against all persons claiming to be entitled to the share. Such
declaration and the receipt of the Company for the consideration (if any) given for the
share on the sale, re-allotment or disposal thereof together with the share certificate
delivered to a purchaser or allottee thereof shall (subject to the execution of a transfer
if the same be required) constitute a good title to the share and the person to whom the
share is sold, re-allotted or disposed of shall be registered as the holder of the share
and shall not be bound to see to the application of the purchase money (if any) nor shall
his title to the share be affected
 50




---



##### 



by any irregularity or invalidity in the proceedings relating to the forfeiture, surrender,
sale, re-allotment or disposal of the share.
 16.
    
    TRANSFER OF SHARES16.1
    
    Requirements as to form of transfers of Certificated SharesAll transfers of Certificated Shares may be effected by transfer in writing in any usual or
common form or in any other form acceptable to the Directors and may be under hand only.
The instrument of transfer shall be signed by or on behalf of the transferor and (except in
the case of fully paid shares) by or on behalf of the transferee.16.2
    
    Requirements as to transfers of Uncertificated SharesA shareholder may transfer all or any of his Uncertificated Shares in the manner provided
for in the rules and procedures of the Operator of the Relevant System and in accordance
with and subject to the Uncertificated Securities Regulations.16.3
    
    Transferor to remain holder until transfer actually registeredThe transferor of a share shall remain the holder of the share concerned until the name of
the transferee is entered in the Register in respect thereof.16.4
    
    Directors may suspend registration of transfersSubject to the Applicable Laws, the registration of transfers may be suspended at such
times and for such periods as the Directors may from time to time determine and either
generally or in respect of any class of shares, provided that the Company shall not close
any Register relating to a Participating Security without the consent of the Operator of
the Relevant System. The Register shall not be closed for more than 30 days in any year.16.5
    
    Directors may refuse to register certain renunciations and transfers of Certificated SharesThe Directors may refuse to register an allotment or a transfer of Certificated Shares
(whether fully paid or not) in favour of more than four persons jointly. If the Directors
refuse to register a renounceable letter of allotment or a transfer of a Certificated Share
they shall within two months after the date on which the letter of allotment or transfer
was lodged with the Company send to the allottee or transferee notice of the refusal.
 51




---



##### 



16.6
    
    Directors may refuse to register transfers of Certificated Shares of more than one class of
share, unstamped transfers or transfers unaccompanied by proof of transferors titleThe Directors may also decline to recognise any instrument of transfer in respect of
Certificated Shares (which for the purposes of these Articles shall include a renunciation
of a renounceable letter of allotment) unless the instrument of transfer is in respect of
only one class of share, is duly stamped (if required) and is lodged at the Transfer Office
accompanied by the relevant share certificate(s) (except in the case of a renunciation and
as described below) and such other evidence as the Directors may reasonably require to show
the right of the transferor to make the transfer (and, if the instrument of transfer is
executed by some other person on his behalf, the authority of that person so to do). In
the case of a transfer by a recognised clearing house or a nominee of a recognised clearing
house or of a recognised investment exchange the lodgment of share certificates will only
be necessary if and to the extent that certificates have been issued
in respect of the shares in question.16.7
    
    Registration of transfers of Uncertificated SharesThe Company shall register a transfer of title to any Uncertificated Share or any
renounceable right of allotment of a share which is a Participating Security held in
uncertificated form, but so that the Directors may refuse to register such a transfer in
favour of more than four persons jointly or in any other circumstance permitted by the
Uncertificated Securities Regulations.16.8
    
    Directors to notify refusals to register transfers of Uncertificated SharesIf the Directors refuse to register the transfer of an Uncertificated Share or of any
renounceable right of allotment of a share which is a Participating Security held in
uncertificated form the Company shall, within two months after the date on which the
transfer instruction relating to such transfer was received by the Company, send notice of
the refusal to the transferee.16.9
    
    Company may retain registered transfersAll instruments of transfer which are registered may be retained by the Company.16.10
    
    No fee for registration of transfers or related documentsNo fee will be charged by the Company in respect of the registration of any instrument of
transfer or probate or letters of administration or certificate of marriage or death or
stop notice or power of attorney or other document or instruction relating to or affecting
the title to any shares or otherwise for making any entry in the Register affecting the
title to any shares.
 52




---



##### 



16.11
    
    Company may destroy documents after certain periodsThe Company shall be entitled to destroy all instruments of transfer or other documents
which have been registered or on the basis of which registration was made at any time after
the expiration of six years from the date of registration thereof and all dividend mandates
and notifications of change of address at any time after the expiration of two years from
the date of recording thereof and all share certificates which have been cancelled at any
time after the expiration of one year from the date of cancellation thereof and it shall
conclusively be presumed in favour of the Company that every entry in the Register
purporting to have been made on the basis of an instrument of transfer or other such
document so destroyed was duly and properly made and every instrument of transfer so
destroyed was a valid and effective instrument duly and properly registered and every share
certificate so destroyed was a valid and effective certificate duly and properly cancelled
and every other document hereinbefore mentioned so destroyed was a valid and effective
document in accordance with the recorded particulars thereof in the books or records of the
Company provided always that:
 16.11.1
    
    the provisions aforesaid shall apply only to the destruction of a document in good
faith and without notice of any claim (regardless of the parties thereto) to which the
document might be relevant;16.11.2
    
    nothing herein contained shall be construed as imposing upon the Company any
liability in respect of the destruction of any such document earlier than as aforesaid
or in any other circumstances which would not attach to the Company in the absence of
this Article; and16.11.3
    
    references herein to the destruction of any document include references to disposal
thereof in any manner.
 17.
    
    TRANSMISSION OF SHARES17.1
    
    Personal representatives of deceased holders entitled to shares but liabilities of estate
continueIn case of the death of a shareholder, the survivors or survivor where the deceased was a
joint holder, and the executors or administrators of the deceased where a sole or only
surviving holder, shall be the only persons recognised by the Company as having any title
to his Interest in the shares, but nothing in this Article shall release the estate of a
deceased holder (whether sole or joint) from any liability in respect of any share held by
him.17.2
    
    Registration of persons entitled to shares by operation of lawAny person becoming entitled to a share in consequence of the death or bankruptcy of a
shareholder or otherwise by operation of law may (subject as hereinafter provided) upon
supplying to the Company such evidence as the Directors may reasonably require to show his
title to the share either be registered himself as
 53




---



##### 



holder of the share upon giving to the Company notice in writing of such desire of his or
transfer such share to some other person.
 17.3
    
    Registration of other personsIf he elects to have another person registered, he shall:
 17.3.1
    
    in the case of a Certificated Share, execute an instrument of transfer of the
Certificated Share to that person; or17.3.2
    
    in the case of an Uncertificated Share, either procure that instructions are given
by means of the Relevant System to effect the transfer of such Uncertificated Share to
that person in accordance with the Uncertificated Securities Regulations, or procure
that the Uncertificated Share is changed to certificated form and execute an
instrument of transfer of that Certificated Share to that person.
 17.4
    
    Limitations apply to such transfersAll the limitations, restrictions and provisions of these Articles relating to the right to
transfer and the registration of transfers of shares shall be applicable to any such notice
or transfer as aforesaid as if the death or bankruptcy of the shareholder had not occurred
and the notice or transfer were a transfer executed or instruction given by such
shareholder.17.5
    
    Entitlement to share rights pending registration of persons entitled to shares by operation
of lawSave as otherwise provided by or in accordance with these Articles, a person becoming
entitled to a share in consequence of the death or bankruptcy of a shareholder or otherwise
by operation of law (upon supplying to the Company such evidence as the Directors may
reasonably require to show his title to the share) shall be entitled to the same dividends
and other advantages as those to which he would be entitled if he were the registered
holder of the share except that he shall not be entitled in respect thereof (except with
the authority of the Directors) to exercise any right conferred by shareholdership in
relation to meetings of the Company until he shall have been registered as a shareholder in
respect of the share.18.
    
    UNTRACED SHAREHOLDERS18.1
    
    Company may sell shares of untraced holders after certain periodsThe Company shall be entitled to sell the shares of a shareholder or the shares to which a
person is entitled by virtue of transmission on death or bankruptcy or otherwise by
operation of law if and provided that:
 18.1.1
    
    during the period of 12 years prior to the date of the publication of the
 54




---



##### 



advertisements referred to in subparagraph 18.1.2 below (or, if published on
different dates, the first thereof) no communication has been received by the
Company from the shareholder or the person entitled by transmission and no cheque
or warrant sent by the Company through the post in a pre-paid letter addressed to
the shareholder or to the person entitled by transmission to the shares at his
postal address on the Register or otherwise the last known postal address given by
the shareholder or the person entitled by transmission to which cheques and
warrants are to be sent has been cashed or no payment made by the Company by any
other means permitted by these Articles has been claimed or accepted and at least
three dividends in respect of the shares in question have become payable and no
dividend in respect of those shares has been claimed;
 18.1.2
    
    the Company shall on expiry of the said period of 12 years have inserted
advertisements in both a national daily newspaper and in a newspaper circulating in
the area in which the last known postal address of the shareholder or the postal
address at which service of notices may be effected in the manner authorised by these
Articles is located giving notice of its intention to sell the said shares; and18.1.3
    
    during the said period of 12 years and the period of three months following the
publication of the said advertisements the Company shall have received no
communication from such shareholder or person.
 18.2
    
    Power of sale to extend to additional sharesIn addition to the power of sale conferred by paragraph 18.1 above, if during the period of
12 years referred to in subparagraph 18.1.1 above or a further period ending on the date
when all the requirements of subparagraphs 18.1.1 to 18.1.3 have been
satisfied additional shares have been issued in right of those shares held at the beginning of, or previously so
issued during, those periods and all the requirements of subparagraphs 18.1.1 to 18.1.3
have been satisfied in respect of the additional shares, the Company shall be entitled to
sell the additional shares of the relevant shareholder or the relevant person entitled by
transmission as the case may be.18.3
    
    Procedures for exercise of power of saleTo give effect to any such sale the Company may appoint any person to execute as transferor
an instrument of transfer of Certificated Shares or, in respect of any Uncertificated
Shares, the Directors may exercise any of the powers conferred on the Company by Article 9
to effect transfer of the shares, and such instrument or exercise of such powers (as the
case may be) shall be as effective as if it had been executed or exercised by the
registered holder of or person entitled by transmission to such shares, and the title of
the transferee shall not be affected by any irregularity or invalidity in the proceedings
relating thereto. The net proceeds of sale shall belong to the Company which shall be
obliged to account to the former shareholder or other person previously entitled as
aforesaid for an amount equal to such
 55




---



##### 



proceeds and shall enter the name of such former shareholder or other person in the books
of the Company as a creditor for such amount which shall be a permanent debt of the
Company. No trust shall be created in respect of the debt, no interest shall be payable in
respect of the same and the Company shall not be required to account for any money earned
on the net proceeds, which may be employed in the business of the Company or invested in
such investments (other than shares of the Company or its parent undertaking, if any) as
the Directors may from time to time think fit.
 19.
    
    TAKEOVER BIDS19.1
    
    Equivalent Treatment Principle
 19.1.1
    
    The Company shall not accept, approve or recommend, or propose publicly to approve
or recommend, or enter into any agreement, arrangement or understanding with a third
party related to, any takeover bid or similar transaction with respect to the
Companys Ordinary Shares unless such takeover bid or similar transaction constitutes
a Qualifying Takeover Bid.19.1.2
    
    If at any time a Person offers to acquire or acquires one or more Ordinary Shares
and/or TR Corporation Common Shares, or proposes a similar transaction or transaction,
and, after giving effect to such acquisition or similar transaction or transactions,
such Person would be Interested in or is Interested in or, as applicable, such Person
would Beneficially Own or Beneficially Owns Ordinary Shares and/or TR Corporation
Common Shares in an amount equal to or in excess of any of the Takeover Bid Thresholds
(such offer or acquisition being a Triggering Event), the Company shall, subject to
the Applicable Laws, take all actions within its control as are, in the view of the
Board, necessary or appropriate to procure that such Person make a Qualifying Takeover
Bid, including adopting a Shareholder Rights Plan and/or requesting that Governmental
Agencies prohibit or otherwise prevent such offer or acquisition or similar
transaction or transactions, unless:
 (a)
    
    either prior to or simultaneously with the Triggering
Event, such Person makes a Qualifying Takeover Bid (and, in the event that
such Qualifying Takeover Bid was made prior to the Triggering Event, such
Qualifying Takeover Bid has not been withdrawn, abandoned or terminated prior
to or simultaneously with the Triggering Event); or(b)
    
    the Triggering Event was a Permitted Bid Acquisition.
 19.1.3
    
    A Person in respect of whom the Company and TR Corporation are taking actions to
procure a Qualifying Takeover Bid pursuant to subparagraph 19.1.2 shall be deemed to
be acting in breach of these Articles.
 56




---



##### 



19.1.4
    
    This Article 19 does not apply to offers to acquire or acquisitions of Ordinary
Shares or TR Corporation Common Shares, or similar proposals or transactions, by
either the Company or TR Corporation or any of their respective Subsidiaries.19.1.5
    
    For avoidance of doubt, the provisions of this Article 19 shall not be interpreted
to diminish, limit, restrict or otherwise affect in any way the right of the Board of
Directors to make a recommendation to accept or reject any take-over bid or similar
transaction that constitutes a Qualifying Take-Over Bid.
 19.2
    
    Qualifying Takeover Bids
 19.2.1
    
    In this Article 19:
 (a)
    
    Beneficial Owner, Beneficial Ownership and
Beneficially Own have the meanings attributed thereto in the TR Corporation
Articles (including but not limited to in Section 8.4 of the TR Corporation
Articles);(b)
    
    "City Code means the UK City Code on Takeovers and Mergers
(as amended from time to time);(c)
    
    "Interest means, in relation to Ordinary Shares, an
interest in shares within the meaning of the City Code and the words
Interested in and similar words have corresponding meanings;(d)
    
    "Permitted Bid Acquisition means an offer to acquire or
acquisition of outstanding Ordinary Shares and/or TR Corporation Common
Shares or similar transaction made pursuant to an exemption from the takeover
bid provisions of Applicable Laws, where the value of the consideration paid
for any such Ordinary Shares and/or TR Corporation Shares acquired is not in
excess of the respective market values thereof at the date of the
acquisition;(e)
    
    "Qualifying Takeover Bid means an offer or offers to
acquire (by way of takeover bid or similar transaction) all of the
outstanding Ordinary Shares and TR Corporation Common Shares: (i) which are
made in compliance with Applicable Laws; and (ii) which (provided that
compliance with the following is not inconsistent with Applicable Laws):
 (i)
    
    are made to all holders of
Ordinary Shares and TR Corporation Common Shares;
 57




---



##### 



(ii)
    
    are undertaken with respect to
the Ordinary Shares and TR Corporation Common Shares at or
about the same time; and(iii)
    
    are equivalent (although not
necessarily the same) in all material respects to the holders
of Ordinary Shares, on the one hand, and the holders of
TR Corporation Common Shares, on the other hand, including with
respect to:
 (A)
    
    the
consideration offered for such shares (taking into
account exchange rates and the Equalization Ratio);(B)
    
    the
information provided to such holders;(C)
    
    the time
available to such holders to consider such offer; and(D)
    
    the
conditions to which the offers are subject.
 (f)
    
    Takeover Bid Thresholds means, at any time:
 (i)
    
    Beneficial Ownership of 20% or
more of the outstanding TR Corporation Common Shares;(ii)
    
    an Interest in 30% or more of
the outstanding Ordinary Shares (taking into account Ordinary
Shares in which Persons acting in concert (within the meaning
of the City Code) are Interested); or(iii)
    
    an Interest in such number of
outstanding Ordinary Shares and/or TR Corporation Common Shares
(taking into account Ordinary Shares and/or TR Corporation
Common Shares in which Persons acting in concert (within the
meaning of the City Code) are Interested) to which are
attached, in the aggregate (after giving effect to the
Equalization Ratio), the right to cast 30% or more of all votes
entitled to be cast on a Joint Electorate Action by all
shareholders of the Company and TR Corporation (excluding the
holder of the Special Voting Share and the holder of the TR
Corporation Special Voting Share),
 in each case calculated in accordance with Applicable Laws governing
takeover bids.
 58




---



##### 



20.
    
    GENERAL MEETINGS20.1
    
    Annual general meetings to be heldAn annual general meeting shall be held once in every year, at such time (within a period
of not more than six months beginning with the day following the Companys accounting
reference date) and place as may be determined by the Directors.20.2
    
    Directors to convene general meetings other than annual general meetingsThe Directors may whenever they think fit, and shall on any requisition made in accordance
with the Applicable Laws, proceed with proper expedition to convene a general meeting other
than an annual general meeting.21.
    
    NOTICE OF GENERAL MEETINGS21.1
    
    Periods of notice for general meetingsAn annual general meeting shall be called by 21 days notice in writing at the least, and
all other general meetings shall be called by 14 days notice in writing at the least. In
this Article references to written notice include the use of electronic form and electronic
means and publication on a website in accordance with the CA 2006 and the Applicable Laws.
The period of notice shall in each case be exclusive of the day on which it is served or in
the case of an electronic form, the day it is received or deemed to be served or received
and of the day on which the meeting is to be held and shall, subject as provided in
paragraph 21.2, be given in the manner hereinafter mentioned to all shareholders other than
such as are not under the provisions of these Articles entitled to receive such notices
from the Company provided that a general meeting notwithstanding that it has been called by
a shorter notice than that specified above shall be deemed to have been duly called if it
is so agreed:
 21.1.1
    
    in the case of an annual general meeting by all the shareholders entitled to attend
and vote thereat which for this purpose shall include the holder of the Reuters
Founders Share; and21.1.2
    
    in the case of any other general meeting by a majority in number of the shareholders
having a right to attend and vote thereat, being a majority together holding not less
than 95% in nominal value of the shares giving that right, and by the holder of the
Reuters Founders Share.
 21.2
    
    Determination of record date for serving notices of meetingsFor the purposes of serving notices of meetings, whether under section 308 of the CA 2006
or any other enactment or under these Articles, the Directors may determine that persons
entitled to receive such notices are those persons entered on the Register at the close of
business on a day determined by the Directors, provided that, if the Company is a
Participating Issuer, the day determined by the
 59




---



##### 



Directors may not be more than 21 days before the day that the relevant notice of meeting
is sent.
 21.3
    
    Accidental non-delivery of notice to or non-receipt of notice by any person (except to the
holder of the Reuters Founders Share) not to invalidate proceedings at meeting
 21.3.1
    
    Accidental omission to give any notice to any shareholder, Director, auditor or
member of a committee of the Board of Directors, non receipt of any notice or any
error in a notice not affecting the substance thereof shall not invalidate any action
taken at any meeting held pursuant to such notice.21.3.2
    
    Subparagraph 21.3.1 shall not apply if the person entitled to receive a notice is
the holder of the Reuters Founders Share.
 21.4
    
    Contents of notices of general meetingsEvery notice of a general meeting shall specify the principal meeting place and the
satellite meeting places (if any) and the day and hour of the meeting and there shall
appear with reasonable prominence in every such notice a statement that a shareholder
entitled to attend and vote is entitled to appoint a proxy or proxies to attend and, on a
poll, vote instead of him and that a proxy need not be a shareholder of the Company.21.5
    
    Notice of annual general meetingIn the case of an annual general meeting, the notice shall also specify the meeting as
such.21.6
    
    Notices to identify general nature of businessEvery notice of a general meeting shall specify the general
nature of the business to be transacted at the meeting, and, if any
resolution is to be proposed as a Special Resolution, the notice shall contain a statement
to that effect.21.7
    
    Determination of record date for entitlement to attend and vote at general meetingsFor the purposes of determining which persons are entitled to attend or vote at any general
meeting, the notice may also specify a time (which shall not be more than 48 hours before
the time fixed for the meeting) by which a person must be entered on the Register in order
to have the right to attend or vote at the meeting. Changes to entries on the Register
after the time so specified in the notice shall be disregarded in determining the rights of
any person to so attend or vote.
 60




---



##### 



21.8
    
    Routine business of annual general meetingsRoutine business shall mean and include any business transacted at an annual general
meeting of the following classes:
 21.8.1
    
    declaring dividends;21.8.2
    
    receiving and/or adopting the accounts, the reports of the Directors and auditors
and other documents required to be attached or annexed to the accounts;21.8.3
    
    appointing or re-appointing Directors to fill vacancies arising at the meeting;21.8.4
    
    re-appointing the retiring auditors (unless they were last appointed otherwise than
by the Company in general meeting);21.8.5
    
    fixing the remuneration of the auditors or determining the manner in which such
remuneration is to be fixed; and21.8.6
    
    granting, renewing or varying authority under section 80 of the CA 1985 or
disapplying section 89 of the CA 1985.
 22.
    
    PROCEEDINGS AT GENERAL MEETINGS22.1
    
    Directors may attend and speak at general meetingsA Director is entitled to attend and speak at a general meeting and at a separate general
meeting of the holders of a class of shares or debentures whether or not he is a
shareholder.
 22.2
    
    Directors may make provision for persons (other than the holder of the Reuters Founders
Share) to attend general meetings at satellite venuesThe Directors may resolve to enable persons entitled to attend a general meeting (other
than the representative or proxy of the holder of the Reuters Founders Share) to do so by
attending at a satellite meeting place anywhere in the world and the shareholders present
in person or by proxy at satellite meeting places shall be counted in the quorum for and
entitled to vote at the meeting, and the meeting shall be duly constituted and its
proceedings valid provided that (a) in the case of any general meeting falling within
subparagraph 25.7.2, the holder of the Reuters Founders Share has given its prior written
consent, and (b) the Chairman of the general meeting is satisfied that adequate facilities
are available throughout the general meeting to ensure that shareholders attending at all
the meeting places are able to (i) participate in the business for which the meeting has
been convened, (ii) hear and see all persons present at and who speak (whether by the use
of microphones, loudspeakers, audio-visual communications equipment or otherwise) in the
principal meeting place, any satellite meeting place or elsewhere in accordance with
paragraph 22.5 below, and (iii) be heard and seen by all other
 61




---



##### 



persons so present in the same way. The Chairman of the general meeting shall be present
at, and the meeting shall be deemed to take place at, the principal meeting place.
 22.3
    
    Discretion of Chairman to interrupt or adjourn general meetingsIf it appears to the Chairman of the general meeting that the facilities at the principal
meeting place or any satellite meeting place have become inadequate for the purposes
referred to in paragraph 22.2 above, then the Chairman may, without the consent of the
meeting, interrupt or adjourn the general meeting for such time and/or to such other place
as the Chairman of the general meeting may in his absolute discretion determine. All
business conducted at that general meeting up to the time of such adjournment shall be
valid.
 22.4
    
    Directors may arrange for persons to hear, see and speak at general meetings by audio-visual
meansThe Directors may make arrangements for persons entitled to attend a general meeting to be
able to view and/or hear the proceedings of any general meeting and/or to speak at the
meeting (whether by the use of microphones, loudspeakers, audio-visual communications
equipment or otherwise), by attending a venue anywhere in the world not being a satellite
meeting place and those attending any such venue shall not be regarded as present and shall
not be entitled to vote at the meeting at or from that venue and the inability for any
reason of any shareholder present in person or by proxy at such a venue to view and/or hear
all or any of the proceedings of the meeting and/or to speak at the meeting shall not in
any way affect the validity of such proceedings.
 22.5
    
    Validity of meetings if accommodation inadequateIf it appears to the Chairman of the general meeting that any principal meeting place or
satellite meeting place specified in the notice convening the meeting is inadequate to
accommodate all shareholders entitled and wishing to attend, the meeting shall be duly
constituted and its proceedings valid if (a) in the case of any general meeting falling
within subparagraph 25.7.2, any representative or proxy of the holder of the Reuters
Founders Share is allowed to be present at the principal meeting place, and (b) the
Chairman is satisfied that adequate facilities are available to ensure that any other
shareholder who is unable to be accommodated is able to (i) participate in the business for
which the meeting has been convened, (ii) hear and see all persons present at and who speak
(whether by the use of microphones, loudspeakers, audio-visual communications equipment or
otherwise), in the principal meeting place, any satellite meeting place or elsewhere in
accordance with this paragraph 22.5, and (iii) be heard and seen by all other persons so
present in the same way.
 62




---



##### 



22.6
    
    Rights of shareholders to take part in general meetingsFor the purposes of this Article, the right for a shareholder to participate in the
business of any general meeting shall include, without limitation, the right to speak, vote
on any show of hands, vote on any poll, be represented by a proxy, and the right to have
access to all documents which are required by the Applicable Laws and these Articles to be
made available at the meeting.
 22.7
    
    Chairmans power to adjourn in certain circumstancesWithout prejudice to any other power which he may have under the provisions of these
Articles or at common law, the Chairman of any general meeting may (without the consent of
the meeting but, in the case of any general meeting falling within subparagraph 25.7.2,
subject to the consent of any representative or proxy of the holder of the Reuters Founders
Share) interrupt or adjourn a meeting if he is of the opinion that it has become necessary
to do so in order to (i) secure the proper and orderly conduct of the meeting, or (ii) give
all persons entitled to do so a reasonable opportunity of speaking and voting at the
meeting, or (iii) ensure the proper disposal of the business of the meeting. Any such
adjournment may be for such time as the Chairman of the meeting may in his absolute
discretion determine, and the Chairman of the meeting shall have power to specify some
other place for holding the meeting, notwithstanding that by reason of such adjournment
some shareholders may be unable to be present at the adjourned meeting. Any such person
may nevertheless execute a form of proxy for the adjourned meeting and if he shall do so
and shall deliver the same to the Chairman of the adjourned meeting or to the Secretary of
the Company, such proxy shall be valid notwithstanding that it is given at less notice than
would otherwise be required under these Articles. In this Article references to notice
include the use of electronic form and electronic means and publication on a website in
accordance with the CA 2006 and the Applicable Laws.
 22.8
    
    Notice of adjournment not requiredSave as hereinbefore expressly provided, it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at any adjourned meeting.
 22.9
    
    Amendments to resolutionsIf an amendment shall be proposed to any resolution under consideration but shall in good
faith be ruled out of order by the Chairman of the meeting the proceedings on the
substantive resolution shall not be invalidated by any error in such ruling. In the case
of a resolution duly proposed as a Special Resolution no amendment thereto (other than a
mere clerical amendment to correct a patent error) may in any event be considered or voted
upon.
 63




---



##### 



22.10
    
    Arrangements for security of general meetingsThe Directors and, at any general meeting, the Chairman may make any arrangement and impose
any restriction they consider appropriate to ensure the security and orderly conduct of a
general meeting including, without limitation, the searching of the personal property of
persons attending the meeting and the restriction of items that may be taken into the
meeting place. The Directors and, at any general meeting, the Chairman is entitled to
refuse entry to a meeting to a person (other than any representative or proxy of the holder
of the Reuters Founders Share) who refuses to comply with these arrangements or
restrictions.
 23.
    
    VOTES OF SHAREHOLDERS23.1
    
    Votes on show of hands and on pollsSubject as otherwise provided by these Articles, at any general meeting of the Company:
 23.1.1
    
    on any show of hands every shareholder who is present in person or by proxy at such
general meeting (other than the holder of the Reuters Founders Share) shall have one
vote;23.1.2
    
    on any poll every holder of Ordinary Shares who is present in person or by proxy
shall have one vote for every Ordinary Share of which he is the holder.
 23.2
    
    Votes of joint holdersIn the case of joint holders of a share the vote of the senior who tenders a vote, whether
in person or by proxy, shall be accepted to the exclusion of the votes of the other joint
holders and for this purpose seniority shall be determined by the order in which the names
stand in the Register in respect of the share.23.3
    
    Votes by receivers and others on behalf of shareholders suffering from mental disorderWhere in England or elsewhere a receiver or other person (by whatever name called) has been
appointed by any court claiming jurisdiction in that behalf to exercise powers with respect
to the property or affairs of any shareholder on the ground (however formulated) of mental
disorder, the Directors may in their absolute discretion, upon or subject to production of
such evidence of the appointment as the Directors may require, permit such receiver or
other person on behalf of such shareholder to vote in person or by proxy at any general
meeting or to exercise any other right conferred by shareholdership in relation to meetings
of the Company.
 64




---



##### 



23.4
    
    No shareholders to vote if sums unpaid on sharesNo shareholder shall, unless the Directors otherwise determine, be entitled in respect of
 shares held by him to vote at a general meeting or meeting of the holders of any class of
 shares of the Company either personally or by proxy or to exercise any other right
conferred by shareholdership in relation to meetings of the Company or of the holders of
any class of shares of the Company if any call or other sum presently payable by him to the
Company in respect of such shares remains unpaid.
 23.5
    
    Direction Notices to shareholders and others not entitled to vote because in default under
section 793If any shareholder, or any other person appearing to be Interested in shares held by such
shareholder, has been duly served with a notice under section 793 of the CA 2006 and is in
default for the prescribed period in supplying to the Company the information thereby
required, then the Directors may in their absolute discretion at any time thereafter by
notice (a Direction Notice) to such shareholder direct that:
 23.5.1
    
    in respect of the shares in relation to which the default occurred (the Default
Shares) the shareholder shall not be entitled to attend or vote (either in person or
by proxy) at a general meeting or at a separate general meeting of the holders of a
class of shares or on a poll;23.5.2
    
    where the Default Shares represent at least 0.25% of the class of shares concerned
(excluding any shares of that class held as treasury shares), then the Direction
Notice may additionally direct that any of the following shall be effected:
 (a)
    
    in respect of the Default Shares any dividend or other
money which would otherwise be payable on such shares shall be retained by
the Company without any liability to pay interest thereon when such money is
finally paid to the shareholder and any shares issued in lieu of dividend be
withheld by the Company;(b)
    
    no transfer of any Default Shares which are held in
certificated form shall be registered unless the transfer is an approved
transfer or:
 (i)
    
    the shareholder is not himself
in default as regards supplying the information requested; and(ii)
    
    the transfer is of part only of
the shareholders holding and when presented for registration
is accompanied by a certificate from the shareholder in a form
satisfactory to the Directors to the effect that after due and
careful enquiry the shareholder is satisfied that no person in
default as regards supplying such information is
 65




---



##### 



Interested in any of the shares the subject of the
transfer; and
 (c)
    
    if the Directors so determine, the Company shall be
entitled to require the holder of any such Default Shares which are held in
uncertificated form, by notice in writing to the holder concerned, to change
his holding of uncertificated Default Shares to certificated form within such
period as may be specified in the notice and require such holder to continue
to hold such Default Shares in certificated form for so long as the default
subsists. The Directors may also appoint any person to take such other
steps, by instruction by means of a Relevant System or otherwise, in the name
of the holder of such Default Shares, to effect conversion of such shares to
certificated form and such steps shall be as effective as if they had been
taken by the registered holder of the uncertificated Default Shares.
 The Company shall send to each other person appearing to be Interested in the
shares the subject of any Direction Notice a copy of the notice, but the failure
or omission by the Company to do so shall not invalidate such notice.
 23.6
    
    Cesser of effect of Direction NoticesAny Direction Notice shall cease to have effect seven days after the earlier of:
 23.6.1
    
    receipt by the Company of notice of an approved transfer, but only in relation to
the shares transferred; and23.6.2
    
    receipt by the Company, in a form satisfactory to the Directors, of all the
information required by the section 793 notice.
 23.7
    
    Direction Notices and depositariesWhere any person appearing to be Interested in any shares has been served with a notice
under section 793 of the CA 2006 and such shares are held by a recognised depositary, the
provisions of this Article shall be deemed to apply only to those shares held by the
recognised depositary in which such person appears to be Interested and references to
default shares shall be construed accordingly.
 23.8
    
    Obligations of depositary under Direction NoticeWhere the shareholder on whom a notice under section 793 of the CA 2006 has been served is
a recognised depositary, the obligations of the recognised depositary acting in its
capacity as such shall be limited to disclosing to the Company such information relating to
any person appearing to be Interested in the shares held by it as has been recorded by the
recognised depositary pursuant to
 66




---



##### 



the arrangements entered into by the Company or approved by the Directors pursuant to which
it was appointed as a recognised depositary.
 23.9
    
    Interpretation of paragraphs 23.4 to 23.8For the purposes of paragraphs 23.4 to 23.8:
 23.9.1
    
    a person shall be treated as appearing to be Interested in any shares if the
shareholder holding such shares has given to the Company a notification under the said
section 793 which either (a) names such person as being so Interested or (b) fails to
establish the identities of those Interested in the shares and (after taking into
account the said notification and any other relevant section 793 notification) the
Company knows or has reasonable cause to believe that the person in question is or may
be Interested in the shares;23.9.2
    
    the prescribed period in respect of any particular shareholder is 14 days from the
date of service of the said notice under the said section 793;23.9.3
    
    a transfer of shares is an approved transfer if but only if:
 (a)
    
    it is a transfer of shares to an offeror by way or in
pursuance of acceptance of a takeover offer (as defined in section 974 of the
CA 2006); or(b)
    
    the Directors are satisfied that the transfer is made
pursuant to a sale of the whole of the beneficial ownership of the shares to
a party unconnected with the shareholder and with other persons appearing to
be Interested in such shares; or(c)
    
    the transfer results from a sale made through an investment
exchange recognised by the Financial Services Authority under Part XVIII of
the Financial Services and Markets Act 2000 or any other stock exchange
outside the United Kingdom on which the Companys shares are normally traded;
 23.9.4
    
    a recognised depositary is an ADR Custodian or a trustee (acting in his capacity as
such) of any employees share scheme established by the Company where such scheme has
been approved by the Directors for the purposes of this Article.
 23.10
    
    Saving for Directors powers under section 794(1)Nothing contained in this Article shall limit the power of the Directors under
section 794(1) of the CA 2006.
 67




---



##### 



23.11
    
    Holder of the Reuters Founders Share may require Directors to serve notice under section 793
of the CA 2006 or a Direction Notice or to apply to Court under section 794(1) of the CA 2006The holder of the Reuters Founders Share shall be entitled in its absolute discretion at
any time and from time to time to serve or cause to be served upon the Company at the
Office a requisition in writing requiring the Directors:
 23.11.1
    
    to serve in accordance with section 793 of the CA 2006 such notice or notices upon
such person or respective persons as shall be specified in such requisition; and/or23.11.2
    
    to serve in accordance with paragraph 23.5 a Direction Notice or Notices upon such
person or respective persons and applying such of the provisions of paragraph 23.5 as
shall be specified in such requisition; and/or23.11.3
    
    to apply to the Court under section 794(1) of the CA 2006 for such order against
such person or respective persons as shall be specified in such requisition,
 and the Directors shall be bound to comply with any such requisition as soon as practicable
after service thereof as aforesaid.
 23.12
    
    Objections to admissibility of votes to be raised only at the relevant meeting  saving for
votes of Reuters Founders ShareNo objection shall be raised as to the admissibility of any vote except at the meeting or
adjourned meeting at which the vote objected to is or may be given or tendered and every
vote not disallowed at such meeting shall be valid for all purposes. Any such objection
shall be referred to the Chairman of the meeting whose decision shall be final and
conclusive save that no such decision shall be capable of prejudicing the effect of any
valid exercise of any of the voting rights attached by these Articles to the Reuters
Founders Share.23.13
    
    Votes on a poll may be given personally or by proxyOn a poll votes may be given either personally or by proxy and a person entitled to more
than one vote need not use all his votes or cast all the votes he uses in the same way.23.14
    
    Proxy need not be a shareholderA proxy need not be a shareholder of the Company.
 68




---



##### 



23.15
    
    Requirements as to form of appointment of proxyThe appointment of a proxy shall be in writing in any usual or common form or in any other
form which the Directors may approve:
 23.15.1
    
    in the case of an individual shall be signed by the appointor or his attorney; and23.15.2
    
    in the case of a corporation shall be either executed under its common seal or
signed on its behalf by an attorney or a duly authorised officer of the corporation,
or in the case of the holder of the Reuters Founders Share may be signed by any one of
the Reuters Trustees.
 The signature on such appointment need not be witnessed. Where an appointment of a proxy
is signed on behalf of the appointor by an attorney, the letter or power of attorney or a
duly certified copy thereof must (failing previous registration with the Company) be lodged
with the appointment of the proxy pursuant to the next following Article, failing which the
Chairman of the meeting may treat the instrument as invalid. In this Article references to
in writing include the use of electronic means subject to any terms and conditions decided
on by the Directors.
 23.16
    
    Proxy may exercise a shareholders rights to attend, speak and voteThe appointment of a proxy shall be deemed to include the right to exercise all or any of
the shareholders rights to attend and to speak and vote at a meeting of the Company. This
includes the right to demand or join in demanding a poll.
 23.17
    
    Validity of votes by proxiesA vote cast by proxy shall not be invalidated by the previous death or insanity of the
principal or by the revocation of the appointment of the proxy or of the authority under
which the appointment was made provided that no intimation in writing of such death,
insanity or revocation shall have been received by the Company at the Transfer Office at
least one hour before the commencement of the meeting or (in the case of a poll taken other
than at or on the same day as the meeting or adjourned meeting) the time appointed for the
taking of a poll at which the vote is cast. In this Article references to in writing
include the use of electronic form and electronic means subject to any terms and conditions
decided on by the Directors.
 23A
    
    PROCEDURE FOR APPOINTMENT OF PROXY23A.1
    
    Lodgement of instruments of proxy other than by electronic communicationSave as otherwise provided in Article 25.5, an appointment of a proxy which is not contained in an
electronic communication must be left at such place or one of such places (if any) as may be
specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting
(or, if no place is so specified, at the Transfer Office) not less than forty eight hours before the
time appointed for the holding of the meeting or adjourned meeting or (in the case of a poll taken
otherwise than at or on the same day as the meeting or adjourned meeting) for the taking of the poll at which it
is to be used, and in default shall not be treated as valid.23A.2
    
    Lodgement of instruments of proxy by electronic communicationSave as otherwise provided in Article 25.5, an instrument of proxy
which is contained in an electronic communication must be received at an address specified
for the purpose of receiving electronic communications in the notice of the meeting or in the
appointment of a proxy itself not less than forty eight hours before the time appointed
for the holding of the meeting or adjourned meeting (in the case of a poll taken otherwise than at or
on the same day as the meeting or adjourned meeting) for the taking of the poll at which it is to be used,
and in default shall not be treated as valid.23A.3
    
    Validity of proxy appointments for multiple meetingsAny appointment of proxy made pursuant to Article 23.15 and lodged in
accordance with Article 23A.1 or Article 23A.2 (as applicable) shall,
unless the contrary is stated thereon, be valid as well for any adjournment of the meeting to which it relates. Provided
that an appointment of a proxy relating to more than one meeting (including any adjournment thereof)
having once been so delivered or, in the case of an electronic communication, when it is
received for the purposes of any subsequent meeting to which it relates. When two or more valid but
differing instruments of proxy are delivered or received for the same share for use at the same
meeting, the one which is last validly delivered or received (regardless of its date or the
date of its execution) shall be treated as replacing or revoking the other or others as regards that share. The
appointment of a proxy does not prevent a member attending and voting in person at the meeting or an
adjournment of the meeting or on a poll in which case no proxy shall be entitled to attend and
vote in place of that member.
 24.
    
    CORPORATION ACTING BY REPRESENTATIVES24.1
    
    Requirements for appointment of representative by corporationAny corporation which is a shareholder of the Company may, by resolution of its directors
or other governing body authorise any person or persons as it thinks fit to act as its
representative or representatives at any meeting of the Company or of any class of
shareholders of the Company. A Director, the Secretary or other person authorised for the
purpose by the Secretary may require the representative
 69




---



##### 



to produce a certified copy of the resolution of authorisation before permitting him to
exercise his powers.
 24.2
    
    Representatives of Reuters Founders Share CompanyA person who in accordance with the Articles of Association of Reuters Founders Share
Company from time to time in force is deemed to be such a representative as aforesaid shall
be treated as such for the purposes of these Articles.
 25.
    
    MEETINGS OF SHAREHOLDERS25.1
    
    Notice with respect to Joint Electorate Action or Class Rights ActionIf the Company proposes to undertake a Joint Electorate Action or a Class Rights Action,
the Company shall immediately give notice to TR Corporation and the holder of the TR
Corporation Special Voting Share of the nature of the Joint Electorate Action or the Class
Rights Action it proposes to take. Unless such action is proposed to be taken at an annual
meeting of shareholders, the Board of Directors shall convene a special meeting of
shareholders for the purpose of considering a resolution to approve such Joint Electorate
Action or Class Rights Action. Such meeting shall be held as close in time as practicable
to the Parallel Shareholder Meeting.
 25.2
    
    Manner of votingAny resolution to be considered at a meeting of shareholders in relation to which the
holder of the Special Voting Share or the holder of the Reuters Founders Share is entitled
to vote shall be decided by ballot. Voting at any meeting of shareholders shall otherwise
be by show of hands except where a ballot is required by the Chairman of the meeting, a
shareholder or proxyholder entitled to vote at the meeting or the holder of the Reuters
Founders Share, or by the CA 1985 or CA 2006. In the case of a ballot on a resolution on
which the holder of the Special Voting Share and/or the holder of the Reuters Founders
Share is entitled to vote, the ballot shall be kept open for such time as is necessary to
allow the Parallel Shareholder Meeting to be held and for the voting rights attaching to
the Special Voting Share and/or the Reuters Founders Share, respectively, to be determined
and exercised on such ballot, although such ballot may be declared closed earlier by the
Chairman of the meeting in respect of shares of other classes. The Chairman of the meeting
shall direct the procedures for voting by ballot.
 25.3
    
    Withdrawal of demand for pollA demand for a poll may be withdrawn only with the approval of the general meeting. Unless
a poll is duly demanded, or is required to be taken, a declaration by the Chairman of the
meeting that a resolution has been carried, or carried unanimously, or by a particular
majority, or lost, and an entry to that effect in the minute book, shall be conclusive
evidence of that fact without proof of the number or proportion of the votes recorded for
or against such resolution. If a poll is duly
 70




---



##### 



demanded, or is required to be taken, it shall be taken in such manner (including the use
of ballot or other voting papers or tickets) as the Chairman of the meeting may direct, and
the result of the poll shall be deemed to be the resolution of the meeting at which the
poll was so demanded or required to be taken. The Chairman of the meeting may (and if so
directed by the meeting shall) appoint scrutineers and may adjourn the meeting to a place
and time fixed by him for the purpose of declaring the result of the poll.25.4
    
    Procedure for pollsA poll which is duly demanded (or which is required to be taken) on the choice of a
Chairman or on a question of adjournment shall be taken forthwith. A poll which is duly
demanded (or which is required to be taken) on any other question shall be taken either
immediately or at such subsequent time (not being more than 30 days from the date of the
meeting) and place as the Chairman may direct. No notice need be given of a poll not taken
immediately. The fact that a poll shall have been duly demanded (or shall be required to
be taken) on any question (other than on the choice of a Chairman or an adjournment) shall
not prevent the continuance of the meeting for the transaction of any business other than
that question.25.5
    
    Voting by proxyA proxy deposited by the holder of the Special Voting Share or the holder of the Reuters
Founders Share will be valid if it is received by or delivered to the Chairman of the
meeting before the close of the ballot to which it relates.25.6
    
    Objections to validity of votesNo objection shall be raised as to the validity of any vote at any meeting of shareholders
except at the meeting or adjourned meeting at which the vote objected to is or may be given
or tendered and every vote not disallowed at such meeting shall be valid for all purposes.
Any such objection shall be referred to the Chairman of the meeting whose decision shall be
final and conclusive save that no such decision shall be capable of prejudicing the effect
of any valid exercise of any of the voting rights attaching to the Reuters Founders Share.25.7
    
    QuorumA quorum for the transaction of business at a meeting of shareholders shall be either two
qualifying persons entitled to vote (unless (i) each is a qualifying person only because he
is authorised to act as the representative of a corporation in relation to the meeting, and
they are representatives of the same corporation; or (ii) each is a qualifying person only
because he is appointed as proxy of a shareholder in relation to the meeting, and they are
proxies of the same shareholder) or the holder of the Reuters Founders Share provided that:
 25.7.1
    
    at any meeting the business of which includes the consideration of any resolution on
which the holder of the Special Voting Share is entitled to
 71




---



##### 



vote, a quorum shall not be present for any purpose unless the holder of the
Special Voting Share is present in person or by proxy or is represented by a duly
authorised representative; and25.7.2
    
    at any meeting the business of which includes the consideration of any resolution on
which the holder of the Reuters Founders Share is entitled to vote, a quorum shall not
be present for any purpose unless the holder of the Reuters Founders Share is present
in person or by proxy or is represented by a duly authorised representative.
 For the purposes of the above a qualifying person means (i) an individual who is a
shareholder of the Company; (ii) a person authorised to act as the representative of a
corporation in relation to the meeting; or (iii) a person appointed as proxy of a
shareholder in relation to the meeting.25.8
    
    Meetings where no quorum presentIf within five minutes from the time appointed for a general meeting (or such longer
interval as the Chairman of the meeting may think fit to allow) a quorum is not present,
the general meeting, if convened pursuant to any of the provisions of section 303 of the CA
2006 or of paragraphs 12.10 to 12.13, shall be dissolved. In any other case it shall stand
adjourned to such other day and such time and such principal meeting place and satellite
meeting places as may have been specified for the purpose in the notice convening the
general meeting or (if not so specified) as the Chairman of the general meeting may
determine and in the latter case not less than seven days notice of the adjourned meeting
shall be given, subject always to the provisions of paragraph 21.2, in like manner as in
the case of the original meeting. At any such adjourned meeting all of the provisions of
paragraph 25.7 shall apply as though every reference in that paragraph to a general meeting
included a reference to any such adjourned meeting. In this paragraph references to notice
include the use of electronic form and electronic means and publication on a website in
accordance with the CA 2006 and the Applicable Laws.25.9
    
    ScrutineersThe Chairman at any meeting of shareholders may appoint one or more persons, who need not
be shareholders, to act as scrutineer or scrutineers at the meeting.25.10
    
    Adjournment of meetingsThe Chairman of any meeting of shareholders may, with the consent of the meeting and
subject to such conditions as the meeting may decide, and shall, if so directed by the
holder of the Reuters Founders Share, adjourn the meeting from time to time and from place
to place or for an indefinite period, provided that in the case of any meeting falling
within the proviso in subparagraph 25.7.2 any such adjournment will be subject to the
consent of the holder of the Reuters Founders Share. Any business may be brought before or
dealt with at any adjourned meeting which might have been brought before or dealt with at
the original meeting. The Company shall
 72




---



##### 



give notice to TR Corporation as soon as possible of an adjournment and of the business to
be transacted at an adjourned meeting.25.11
    
    Actions for shareholder approval
 25.11.1
    
    All actions put to shareholders of the Company, except for Class Rights Actions or
Procedural Resolutions, will be Joint Electorate Actions.25.11.2
    
    No resolution of the Company with respect to a Joint Electorate Action or a Class
Rights Action shall be approved unless a Parallel Shareholder Meeting is held at which
an Equivalent Resolution in respect of such Joint Electorate Action or Class Rights
Action is approved in accordance with 25.12.2 below.
 25.12
    
    Procedure for approval of Joint Electorate Actions and Class Rights Actions
 A Joint Electorate Action or a Class Rights Action shall require approval by both:25.12.1
    
    an Ordinary Resolution of the Company (or, if these Articles or Applicable Laws
require such Joint Electorate Action or Class Rights Action to be approved by a
Special Resolution of the Company, by a Special Resolution); and25.12.2
    
    an ordinary resolution of TR Corporation (or, if the TR Corporation Articles, the
TR Corporation By-Laws, the Equalization and Governance Agreement or Applicable Laws
require such Joint Electorate Action or Class Rights Action to be approved by a
special resolution of TR Corporation, by a special resolution).
 25.13
    
    Co-ordination with TR Corporation
 If TR Corporation proposes to take a Joint Electorate Action
or a Class Rights Action:25.13.1
    
    the Board of Directors shall (unless such action is proposed for an annual meeting
of shareholders of the Company) convene a special meeting of shareholders as close in
time as practicable to the TR Corporation shareholders meeting at which such Joint
Electorate Action or Class Rights Action is to be proposed;25.13.2
    
    the Board of Directors shall propose for consideration at such meeting an
Equivalent Resolution in respect of such Joint Electorate Action or Class Rights
Action;25.13.3
    
    the Board of Directors shall submit such Equivalent Resolution to shareholders as
an Ordinary Resolution (or, if these Articles or Applicable Laws require the action to
be approved by a Special Resolution of the Company, by a Special Resolution); and
 73




---



##### 



25.13.4
    
    the Company shall co-operate fully with TR Corporation in preparing resolutions,
information circulars or statements, explanatory memoranda or any other information or
material required in connection with the proposed Joint Electorate Action or Class
Rights Action.
 25.14
    
    Discretionary mattersThe Board of Directors may, by agreement with the TR Corporation Board and subject to
Applicable Laws:
 25.14.1
    
    decide to seek the approval by Ordinary Resolution of the shareholders (or any
class of shareholders) of either or both of the Company and TR Corporation for any
matter that would not otherwise require such approval; or25.14.2
    
    specify a higher vote threshold for any resolution than would otherwise be required
pursuant to these Articles.
 26.
    
    FINANCIAL YEARUntil changed by the Board of Directors, the financial year of the Company shall end on the
last day of December in each year.
 27.
    
    MANAGEMENT OF THE COMPANY27.1
    
    Constitution of the Board of Directors
 27.1.1
    
    The Board of Directors shall consist of no less than five and no more than 20
members. Within the said minimum and maximum, the number of Directors shall be set
forth by resolution of the Board of Directors.27.1.2
    
    Each Director shall also consent to serve, and be properly elected or appointed, as
a director of TR Corporation in order to qualify to serve as a Director. A Director
shall cease to hold office when he or she ceases to be a Director of TR Corporation.
 27.2
    
    Management generally
 27.2.1
    
    The Directors shall manage or supervise the management of the business and affairs
of the Company.27.2.2
    
    Except to the extent prohibited or restricted by Applicable Laws, but without
prejudice to any indemnity to which a Director, former Director, officer or other
person may otherwise be entitled, the Board of Directors may grant indemnities to
Directors, former Directors, officers and other persons (including directors, former
directors, officers and employees of TR Corporation and its Subsidiaries) and make
loans to such persons to fund their defence of claims and proceedings initiated or
threatened against
them.
 74




---



##### 



27.2.3
    
    The Company may purchase and maintain insurance for the benefit of any individual
referred to in subparagraph 27.2.2 to the extent permitted by Applicable Laws.
 27.3
    
    No share qualification  Directors may attend and speak at general meetingsA Director shall not be required to hold any shares of the Company by way of qualification.
A Director who is not a shareholder of the Company shall nevertheless be entitled to
attend and speak at general meetings.27.4
    
    Powers to give pensions to DirectorsThe Directors shall have power to pay and agree to pay pensions or other retirement,
superannuation, death or disability benefits to (or to any person in respect of) any
Director or ex-Director and for the purpose of providing any such pensions or other
benefits to contribute to any scheme or fund or to pay premiums.27.5
    
    Appointment to any executive office not to cease with Directorship unless contract so
providesThe appointment of any Director to any executive office shall not automatically determine
if he ceases from any cause to be a Director, unless the contract or resolution under which
he holds office shall expressly state otherwise, in which event such determination shall be
without prejudice to any claim for damages for breach of any contract of service between
him and the Company.28.
    
    APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS28.1
    
    Vacation of office as DirectorThe office of a Director shall be vacated in any of the following events, namely:
 28.1.1
    
    if prohibited from acting by law:If he shall become prohibited by law from acting as a Director;28.1.2
    
    on resignation:If he shall resign by writing under his hand left at the Office or if he shall in
writing offer to resign and the Directors shall resolve to accept such offer;28.1.3
    
    on insolvency:If he shall have a receiving order made against him or shall compound with his
creditors generally or shall apply to the court for an interim order under
 75




---



##### 



section 253 of the Insolvency Act 1986 in connection with a voluntary arrangement
under that Act; and/or28.1.4
    
    as a consequence of mental disorder:If in England or elsewhere an order shall be made by any court claiming
jurisdiction in that behalf on the ground (however formulated) of mental disorder
for his detention or for the appointment of a guardian or for the appointment of a
receiver or other person (by whatever name called) to exercise powers with respect
to his property or affairs.
 In this Article references to notice and to in writing include the use of electronic form
and electronic means subject to any terms and conditions decided on by the Directors.28.2
    
    Appointment of Directors by CompanyThe Company at the meeting at which a Director retires under any provision of these
Articles may by Ordinary Resolution fill the office being vacated by electing thereto the
retiring Director or some other person eligible for appointment. In default the retiring
Director shall be deemed to have been re-elected except in any of the following cases:
 28.2.1
    
    where at such meeting it is expressly resolved not to fill such office or a
resolution for the re-election of such Director is put to the meeting and lost;28.2.2
    
    where such Director has given notice in writing to the Company that he is unwilling
to be re-elected;28.2.3
    
    where the default is due to the moving of a resolution in contravention of the next
following Article,
 the retirement shall not have effect until the conclusion of the meeting except where a
resolution is passed to elect some other person in the place of the retiring Director or a
resolution for his re-election is put to the meeting and lost and accordingly a retiring
Director who is re-elected or deemed to have been re-elected will continue in office
without a break.In this Article references to notice and to in writing include the use of electronic form
and electronic means subject to any terms and conditions decided on by the Directors.28.3
    
    Resolutions to appoint two or more Directors to be subject to consent of general meetingA resolution for the appointment of two or more persons as Directors by a single resolution
shall not be moved at any general meeting unless a resolution that it shall
 76




---



##### 



be so moved has first been agreed to by the meeting without any vote being given against
it, and any resolution moved in contravention of this Article shall be void.28.4
    
    Company and Directors may fill casual vacancies and appoint additional DirectorsSubject to the maximum numbers of Directors and of Directors who may hold an executive
office fixed by or in accordance with these Articles:
 28.4.1
    
    the Company may by Ordinary Resolution appoint any person to be a Director either to
fill a casual vacancy or as an additional Director; and28.4.2
    
    without prejudice to subparagraph 28.4.1 the Directors may at any time appoint any
person to be a Director either to fill a casual vacancy or as an additional Director.
 Any person so appointed by the Directors shall hold office only until the next annual
general meeting and shall then be eligible for re-election.29.
    
    MANAGEMENT IN RELATION TO THE EQUALIZATION AND GOVERNANCE AGREEMENTThe Company having entered into the Equalization and Governance Agreement, the Special
Voting Share Agreement and the Cross-Guarantees, the Directors, subject to Applicable Laws:
 29.1
    
    are authorised and directed to carry into effect the provisions of the
Equalization and Governance Agreement, the Special Voting Share Agreement and the
Cross-Guarantees and any further or other agreements or arrangements contemplated by
the Equalization and Governance Agreement, the Special Voting Share Agreement and the
Cross-Guarantees; and29.2
    
    may, in addition to their duties to the Company, have regard to, and take
into account in the exercise of their powers, the best interests of TR Corporation and
of both the holders of Ordinary Shares and the holders of TR Corporation Common
Shares,
 and nothing done by any Director in good faith pursuant to such authority and obligations
shall constitute a breach of the fiduciary duties of such Director to the Company or to its
shareholders (including any duty to avoid conflicts of interest). In particular, and
without limitation to the generality of the foregoing (i) the Directors are authorised to
provide TR Corporation and any officer, employee or agent of TR Corporation with any
information relating to the Company; and (ii) subject to the terms of the Equalization and
Governance Agreement, the Directors are authorised to do all or any of the matters referred
to in subparagraphs A(ii) and (iii) of clause 4 of the Memorandum of Association.
 77




---



##### 



30.
    
    OBSERVANCE OF REUTERS TRUST PRINCIPLESThe Directors shall, in the performance of their duties, have due regard to the following
principles (collectively the Reuters Trust Principles) insofar as by the proper exercise
of their powers as Directors (including the proper exercise of all such powers as they may
have to control the affairs of all Subsidiaries of the Company) and in accordance with
their other duties as Directors the Reuters Trust Principles are capable of being observed
by the Directors:
 30.1
    
    that the TR Group shall at no time pass into the hands of any one interest,
group or faction;30.2
    
    that the integrity, independence and freedom from bias of the TR Group shall
at all times be fully preserved;30.3
    
    that the TR Group shall supply unbiased and reliable news services to
newspapers, news agencies, broadcasters and other media subscribers and to businesses,
governments, institutions, individuals, and others with whom the TR Group has or may
have contracts;30.4
    
    that the TR Group shall pay due regard to the many interests which it serves
in addition to those of the media; and30.5
    
    that no effort shall be spared to expand, develop and adapt the news and
other services and products of the TR Group so as to maintain its leading position in
the international news and information business.
 31.
    
    MEETINGS OF THE BOARD OF DIRECTORS31.1
    
    QuorumTwo Directors, or such greater number of Directors as the Board of Directors may from time
to time determine, shall constitute a quorum for the transaction of business at any meeting
of the Board of Directors.31.2
    
    Calling of meetingsMeetings of the Board of Directors shall be held at such time and place as the Chairman, a
Deputy Chairman, any two Directors or the President may determine and the Secretary shall
on the requisition of the Chairman, a Deputy Chairman, any two Directors or the President
call a meeting of the Directors. No meeting of the Board of Directors need be held within
the United Kingdom in any financial year.
 78




---



##### 



31.3
    
    Notice of meetingsNotice of the time and place of each meeting of the Board of Directors shall be given to
each Director not less than 12 hours before the time of the meeting, provided that the
first meeting immediately following a meeting of shareholders at which Directors are
elected may be held without notice if a quorum is present. Notices shall be deemed to have
been duly given for this purpose if mailed, telephoned, or sent by electronic or other
communications facilities. Any Director may waive notice of any meeting and any such
waiver may be retroactive. In this Article references to notice include the use of
electronic form and electronic means and publication on a website in accordance with the CA
2006 and the Applicable Laws.31.4
    
    ChairmanThe Chairman, or in the absence of the Chairman, a Deputy Chairman, or in the absence of a
Deputy Chairman, a Director chosen by the Directors at the meeting, shall be Chairman of
any meeting of Board of Directors.31.5
    
    Voting at meetingsAt meetings of the Board of Directors each Director shall have one vote and questions shall
be decided by a majority of votes.31.6
    
    Resolutions of Directors in writingA resolution in writing of the Directors shall be as valid and effectual as if it had been
passed at a meeting of Directors duly convened and held where the resolution is signed or
approved by all the Directors, in which case the resolution shall have effect at the time
and date when the resolution is last signed or approved by a Director.31.7
    
    Form of written resolutionsSuch a written resolution may consist of several documents in like form, each signed by one
or more Directors, and/or may be approved by one or more Directors by one or more telex,
facsimile or electronic mail messages sent to the Secretary by them or at their request and
specifically identifying the resolution seen and approved by them.31.8
    
    Resolutions in writing by committeesThis Article shall also apply to resolutions in writing of a committee of the Directors in
which case each reference in this Article to a Director or Directors should be read as a
reference to a member or members of the committee and each reference in this Article to a
meeting or meetings of the Directors should be read as a reference to a meeting or meetings
of the committee.
 79




---



##### 



31.9
    
    Communications through electronic meansIn this Article references to in writing include the use of communications in electronic
form and through electronic means subject to any terms and conditions decided on by the
Directors.31.10
    
    Remuneration and expensesThe Directors shall be paid such remuneration for their services as the Board of Directors
may from time to time determine. The Directors shall also be entitled to be reimbursed for
travelling and other expenses properly incurred by them in attending meetings of the Board
of Directors, any committee thereof or the shareholders or otherwise in the performance of
their duties as Directors.31.11
    
    Directors may delegate to committeesThe Directors may delegate any of their powers or discretions to committees consisting of
one or more Directors and/or officers of the Company. Any committee so formed shall in the
exercise of the powers so delegated conform to any regulations which may from time to time
be imposed by the Directors.31.12
    
    Meetings and proceedings of committeesThe meetings and proceedings of any such committee consisting of two or more members shall
be governed by the provisions of these Articles regulating the meetings and proceedings of
the Directors, so far as the same are not superseded by any regulations made by the
Directors under paragraph 31.11. To the extent that any such power or discretion is so
delegated any reference in these Articles to the exercise by the Directors of such power or
discretion shall be read and construed as if it were a reference to such committee.31.13
    
    Validity of acts of Directors or committeesAll acts done by any meeting of Directors, or of any such committee, or by any person
acting as a Director or as a member of any such committee, shall as regards all persons
dealing in good faith with the Company, notwithstanding that there was some defect in the
appointment of any of the persons acting as aforesaid, or that any such persons were
disqualified or had vacated office, or were not entitled to vote, be as valid as if every
such person had been duly appointed and was qualified and had continued to be a Director or
member of the committee and had been entitled to vote.31.14
    
    Participation in meetings by audio-visual meansA Director may participate in a meeting of the Board of Directors or a committee of the
Board of Directors through the medium of conference telephone, video conferencing or
similar form of communication equipment if all persons participating in the meeting are
able to hear and speak to each other throughout the meeting. A
 80




---



##### 



person participating in this way is deemed to be present in person at the meeting and is
counted in a quorum and entitled to vote. Subject to the Applicable Laws, all business
transacted in this way by the Board of Directors or a committee of the Board of Directors
is for the purposes of these Articles deemed to be validly and effectively transacted at a
meeting of the Board of Directors or a committee of the Board of Directors although fewer
than two Directors are physically present at the same place. The meeting is deemed to take
place where the largest group of those participating is assembled or, if there is no such
group, where the Chairman of the meeting then is.32.
    
    DIRECTORS INTERESTS32.1
    
    Directors may be interested in contracts with the Company and in companies party to such
contractsA Director may be party to or in any way interested in any contract or arrangement or
transaction to which the Company is a party or in which the Company is in any way
interested and he may hold and be remunerated in respect of any office or place of profit
(other than the office of auditor of the Company or any subsidiary undertaking thereof)
under the Company or any other company in which the Company is in any way interested and he
(or any firm of which he is a shareholder) may act in a professional capacity for the
Company or any such other company and be remunerated therefor and in any such case as
aforesaid (save as otherwise agreed) he may retain for his own absolute use and benefit all
profits and advantages accruing to him thereunder or in consequence thereof.32.2
    
    Directors interests in contracts  general prohibition on votingSave as herein provided, a Director shall not vote in respect of any contract or
arrangement or any other proposal whatsoever in which he has an interest which is, to his
knowledge, a material interest, otherwise than by virtue of his interests in shares or
debentures or other securities of or otherwise in or through the Company.32.3
    
    Exceptions to prohibition on votingSubject to the provisions of the Applicable Laws, a Director shall (in the absence of some
other material interest than is indicated below) be entitled to vote in respect of any
resolution concerning any of the following matters, namely:
 32.3.1
    
    the giving of any guarantee, security or indemnity (including loans made in
connection therewith) to him in respect of money lent or obligations incurred by him
or any other person at the request of or for the benefit of the Company or any of its
subsidiary undertakings;32.3.2
    
    the giving of any guarantee, security or indemnity to a third party in respect of a
debt or obligation of the Company or any of its subsidiary undertakings for which he
himself has assumed responsibility in whole or in part under a guarantee or indemnity
or by the giving of security;
 81




---



##### 



32.3.3
    
    any proposal concerning an offer of shares or debentures or other securities of or
by the Company or any of its subsidiary undertakings for subscription or purchase in
which offer he is or may be entitled to participate as a holder of securities or is to
be interested as a participant in the underwriting or sub-underwriting thereof;32.3.4
    
    any proposal concerning any other company in which he is interested, directly or
indirectly and whether as an officer or shareholder or otherwise howsoever, provided
that he does not to his knowledge hold an Interest in shares representing 1% or more
of the issued shares of any class of such company (excluding any shares of that class
held as treasury shares) (or of any third company through which his Interest is
derived) or of the voting rights available to members of the relevant company (any
such Interest being deemed for the purpose of this Article 32 to be a material
interest in all circumstances);32.3.5
    
    any proposal concerning the adoption, modification or operation of any pension,
superannuation or similar scheme or retirement, death or disability benefits scheme or
employees share scheme which has been approved by H.M. Revenue & Customs or is
conditional upon such approval or does not award him any privilege or benefit not
awarded to the employees to whom such scheme relates; and/or32.3.6
    
    any proposal concerning any insurance which the Company is empowered to purchase
and/or maintain for or for the benefit of any Directors of the Company or for persons
who include Directors of the Company.
 32.4
    
    Directors voting on executive appointmentsWhere proposals are under consideration concerning the appointment (including fixing or
varying the terms of the appointment) of two or more Directors to offices or employments
with the Company or any company in which the Company is interested, such proposals may be
divided and considered in relation to each Director separately and in such case each of the
Directors concerned (if not debarred from voting under paragraph 32.3.4) shall be entitled
to vote in respect of each resolution except that concerning his own appointment.32.5
    
    Chairman to rule on materiality of a Directors interestIf any question shall arise at any time as to the materiality of a Directors interest or
as to the entitlement of any Director (other than the Chairman of the meeting) to vote and
such question is not resolved by his voluntarily agreeing to abstain from voting, such
question shall be referred to the Chairman of the meeting and his ruling in relation to any
other Director shall be final and conclusive except in a case where the nature or extent of
the interest of such Director has not been fairly disclosed.
 82




---



##### 



32.6
    
    Directors to resolve as to the materiality of a Chairmans interestIf any question shall arise at any time as to the materiality of the interest of the
Chairman of the meeting or as to the entitlement of the Chairman to vote and such question
is not resolved by his voluntarily agreeing to abstain from voting, such question shall be
decided by resolution of the Directors or committee members present at the meeting
(excluding the Chairman) whose majority vote shall be final and conclusive, except in a
case where the nature or extent of the interest of the Chairman has not been fairly
disclosed.32.7
    
    Confidential InformationWhere a Director obtains (other than through his position as a Director of the Company)
information that is confidential to a third party, he will not be obliged to disclose it to
the Company or to use it in relation to the Companys affairs in circumstances where to do
so would amount to a breach of that confidence.33.
    
    OFFICERS33.1
    
    GeneralThe Board of Directors may from time to time appoint a Chairman, one or more Deputy
Chairmen, a President, one or more Vice Presidents (who shall include Executive Vice
Presidents, Senior Vice Presidents and other Vice Presidents), a Secretary to the Board of
Directors and such other officers as the Board of Directors may determine, including
assistants to any of the officers so appointed. Except for the Chairman and the Deputy
Chairmen, an officer need not be a Director.33.2
    
    ChairmanThe Chairman when present shall be Chairman of meetings of the Board of Directors and
shareholders of the Company and shall have such other powers and duties as the Board of
Directors may determine.33.3
    
    Deputy ChairmanThe Deputy Chairman, or one of them if there is more than one, in the absence of the
Chairman shall, if present, preside at meetings of the Board of Directors and shareholders
of the Company and shall have such other powers and duties as the Board of Directors may
determine.33.4
    
    PresidentUnless the Board of Directors otherwise determines, the President shall be the chief
executive officer of the Company and shall have general supervision of its business and
affairs.
 83




---



##### 



33.5
    
    Vice PresidentA Vice President (including any Executive Vice President, Senior Vice President or other
Vice President) shall have such powers and duties as the Board of Directors or the
President may determine.33.6
    
    Directors may appoint attorneysThe Directors may from time to time and at any time by power of attorney or otherwise
appoint any person or any fluctuating body of persons, whether nominated directly or
indirectly by the Directors, to be the attorney or attorneys of the Company for such
purposes and with such powers, authorities and discretions (not exceeding those vested in
or exercisable by the Directors under these Articles) and for such period and subject to
such conditions, as they may think fit, and any such power of attorney may contain such
provisions for the protection and convenience of persons dealing with any such attorney as
the Directors may think fit, and may also authorise any such attorney to sub-delegate all
or any of the powers, authorities and discretions vested in him.33.7
    
    Secretary to the Board of DirectorsThe Secretary to the Board of Directors shall give required notices to shareholders,
Directors and auditors, act as secretary of meetings of the Board of Directors, its
committees and shareholders when present, keep and enter minutes of such meetings, maintain
the corporate records of the Company, have custody of the corporate seal and have such
other powers and duties as the Board of Directors may determine.33.8
    
    Variation of dutiesThe Board of Directors may from time to time vary, add to or limit the powers and duties of
any officer.33.9
    
    Term of officeEach officer shall hold office until his or her successor is appointed, provided that the
Board of Directors may at any time remove any officer from office but such removal shall
not affect the rights of such officer under any contract of employment with the Company.34.
    
    BORROWING POWERSSubject to Applicable Laws, the Directors may exercise all the powers of the Company to
borrow money, to indemnify, to guarantee and to mortgage or charge all or part of the
undertaking, property and assets (present or future) and uncalled capital of the Company
and to issue debentures and other securities, whether outright or as collateral security
for a debt, liability or obligation of the Company or of a third party.
 84




---



##### 



35.
    
    REGISTERS
 35.1
    
    Entries on Registers of numbers of Uncertificated Shares and Certificated SharesSubject to the Applicable Laws, the Company shall enter on the Register how many
Certificated Shares and Uncertificated Shares each shareholder holds.35.2
    
    Directors may keep branch RegistersSubject to and to the extent permitted by the Applicable Laws, the Company, or the
Directors on behalf of the Company, may cause to be kept in any territory a branch Register
of shareholders resident in such territory, and the Directors may make and vary such
regulations as they think fit respecting the keeping of any such Register, provided however
that those shareholders who hold Uncertificated Shares may not be entered as holders of
those shares on an overseas branch Register.36.
    
    CORPORATE SEALThe corporate seal of the Company shall be in the
form approved by the Board of Directors from time to time.37.
    
    EXECUTION OF INSTRUMENTSTransfers, assignments, agreements, proxies and other instruments may be signed on behalf
of the Company by any one of the Chairman, a Deputy Chairman or the President, or any two
officers or directors together, or any one or more persons as the Board of Directors may
otherwise authorise to sign instruments generally or to sign specific instruments. Unless
otherwise required by Applicable Law, any instruments so signed shall be binding upon the
Company without further authorisation or formality. The seal of the Company shall, when
required, be affixed to any such instruments.38.
    
    AUTHENTICATION OF DOCUMENTSAny Director or the Secretary or any person appointed by the Directors for the purpose
shall have power to authenticate any documents affecting the constitution of the Company
and any resolutions passed by the Company or the Directors or any committee, and any books,
records, documents and accounts relating to the business of the Company, and to certify
copies thereof or extracts therefrom as true copies or extracts, and where any books,
records, documents or accounts are elsewhere than at the Office the local manager or other
officer of the Company having the custody thereof shall be deemed to be a person appointed
by the Directors as aforesaid. A document purporting to be a copy of a resolution, or an
extract from the minutes of the meeting, of the Company or of the Directors or any
committee which is certified as aforesaid shall be conclusive evidence in favour of all
persons dealing with the Company upon the faith thereof that such resolution
 85




---



##### 



has been duly passed or, as the case may be, that any minute so extracted is a true and
accurate record of proceedings at a duly constituted meeting.39.
    
    AMENDMENTS TO ARTICLES39.1
    
    Joint Electorate Action amendmentsSubject to paragraph 39.2, any amendment to these Articles shall require approval as a
Joint Electorate Action and shall, if required pursuant to Article 12, also require the
prior written consent of the holder of the Reuters Founders Share.39.2
    
    Class Rights Action amendmentsAny amendment to the TR PLC Entrenched DLC Provisions shall require approval as a Class
Rights Action and shall, if required pursuant to Article 12, also require the prior written
consent of the holder of the Reuters Founders Share.39.3
    
    Amendments upon termination of Equalization and Governance AgreementIn the event of the termination of the Equalization and Governance Agreement upon TR
Corporation becoming a Wholly-Owned Subsidiary of the Company or the Company becoming a
Wholly-Owned Subsidiary of TR Corporation, then:
 39.3.1
    
    the Company shall have an irrevocable authority to redeem the Special Voting Share
at the Redemption Price at any time specified by the Directors provided always that if
the Company shall at any time be unable in compliance with Applicable Laws to redeem
the Special Voting Share on the date specified by the Directors then the Company shall
redeem the Special Voting Share as soon as it is able to comply with such provisions
of the Applicable Laws;39.3.2
    
    the TR PLC Entrenched DLC Provisions and all references in these Articles thereto
shall be null and void and of no further force or effect;39.3.3
    
    only in the case of the Company becoming a Wholly-Owned Subsidiary of TR Corporation
and, for so long as Reuters Founders Share Company is the holder of the Reuters
Founders Share, so long as the effect thereof is, to the satisfaction of the Reuters
Trustees, substantially to preserve and not to impair the legal rights of the holder
of the TR Corporation Reuters Founders Share in relation to the TR Group, the Company
shall have an irrevocable authority to redeem the Reuters Founders Share at its
nominal value at any time specified by the Directors provided always that if the
Company shall at any time be unable in compliance with Applicable Laws to redeem the
Reuters Founders Share on the date specified by the Directors then the Company shall
redeem the Reuters Founders Share as soon as it is able to comply with such provisions
of the Applicable Laws;39.3.4
    
    only in the case of the Company becoming a Wholly-Owned Subsidiary of
 86




---



##### 



TR Corporation and, for so long as Reuters Founders Share Company is the holder of
the Reuters Founders Share, so long as the effect thereof is, to the satisfaction
of the Reuters Trustees, substantially to preserve and not to impair the legal
rights of the holder of the TR Corporation Reuters Founders Share in relation to
the TR Group, the Reuters Founders Share Provisions and all references in these
Articles thereto shall be null and void and of no further force or effect; and39.3.5
    
    these Articles shall be restated as amended with such incidental or consequential
modifications as are necessary to give effect to this paragraph 39.3.
 39.4
    
    Amendments upon a change to Part 22 of the CA 2006In the event of any change to Part 22 of the CA 2006 on or after the date of adoption of
these Articles which alters in any way the effect of the provisions of these Articles which
relate to Interests in shares, then:
 39.4.1
    
    if required by the holder of the Reuters Founders Share by notice in writing to the
Company, such change shall not have effect in or for the purposes of these Articles
such that the provisions of these Articles relating to Interests in shares as in force
on the date of adoption of these Articles remain in force as articles of association
of the Company, notwithstanding the change in the law; and39.4.2
    
    if required, these Articles shall be restated as amended with such incidental or
consequential modifications as are necessary to give effect to this paragraph 39.4.
 40.
    
    RESERVESThe Directors may from time to time set aside out of the profits of the Company and carry
to reserve such sums as they think proper which, at the discretion of the Directors, shall
be applicable for any purpose to which the profits of the Company may properly be applied
and pending such application may either be employed in the business of the Company or be
invested. The Directors may divide the reserve into such special funds as they think fit
and may consolidate into one fund any special funds or any parts of any special fund into
which the reserve may have been divided. The Directors may also without placing the same
to reserve carry forward any profits. In carrying sums to reserve and in applying the same
the Directors shall comply with Applicable Laws.41.
    
    CASH DISTRIBUTIONS41.1
    
    Equivalent Distributions
 41.1.1
    
    Subject to subparagraphs 41.1.2 and 41.1.3, and paragraphs 41.2 and 41.3, if TR
Corporation declares or otherwise becomes obligated or
 87




---



##### 



proposes to pay or pays a cash Distribution to holders of TR Corporation Common
Shares, then the Company shall declare or otherwise become obligated or propose to
pay or pay a cash Distribution to holders of Ordinary Shares that is a Matching
Action (an Equivalent Distribution). For the avoidance of doubt, where the
Equalization Ratio is 1:1, if TR Corporation declares a cash dividend in an amount
per TR Corporation Common Share, the Company shall, in accordance with the
Equalization and Governance Agreement, declare a cash dividend in an equivalent
amount per Ordinary Share.41.1.2
    
    The Company shall not declare or otherwise become obligated or propose to pay or pay
any cash Distribution in respect of Ordinary Shares, other than an Equivalent
Distribution in accordance with subparagraph 41.1.1.41.1.3
    
    The DLC Equalization Principle shall not restrict the Companys ability to offer
holders of Ordinary Shares the ability to receive further Ordinary Shares at market
value in lieu of receiving the whole or any part of a cash Distribution.
 41.2
    
    Equalisation PaymentIf the Company is prohibited by Applicable Laws from declaring or otherwise becoming
obligated or proposing to pay, or paying, or is otherwise unable to declare or otherwise
become obligated or propose to pay or pay all or any portion of an Equivalent Distribution,
the Company shall, insofar it is practicable to do so, enter into such transactions with TR
Corporation as the TR Board agrees to be necessary or desirable so as to enable the Company
to pay such Equivalent Distribution to holders of Ordinary Shares in accordance with the
other provisions of this Article 41.41.3
    
    Timing of Cash DistributionThe Board of Directors shall insofar as is practicable:
 41.3.1
    
    co-ordinate with the TR Corporation Board to agree to the amount of any Equivalent
Distributions;41.3.2
    
    co-ordinate with the TR Corporation Board to agree the basis of exchange rates on
which the amounts of any Equivalent Distributions shall be calculated;41.3.3
    
    co-ordinate with the TR Corporation Board to ensure that the record dates for
receipt of Equivalent Distributions are as close in time as is practicable to the
record dates for cash Distributions to the holders of Ordinary Shares; and41.3.4
    
    generally co-ordinate with the TR Corporation Board regarding the timing of all
other aspects of the payment or making of any Equivalent Distributions.
 88




---



##### 



42.
    
    DIVIDEND PAYMENTS42.1
    
    Directors may declare and pay fixed and interim dividendsIf and so far as the Directors determine that the profits of the Company justify such
payments, the Directors may declare and pay fixed dividends on any class of shares carrying
a fixed dividend expressed to be payable on fixed dates half yearly or on the dates
prescribed for the payment thereof and may also from time to time declare and pay interim
dividends on shares of any class of such amounts and on such dates and in respect of such
periods as they think fit.42.2
    
    Dividends to be paid pro rata to amounts paid on sharesUnless and to the extent that the rights attached to any shares or the terms of issue
thereof otherwise provide, all dividends shall (as regards any shares not fully paid
throughout the period in respect of which the dividend is paid) be apportioned and paid pro
rata according to the amounts paid on the shares during any portion or portions of the
period in respect of which the dividend is paid. For the purposes of this Article no
amount paid on a share in advance of calls shall be treated as paid on the share.42.3
    
    Directors may pay dividends to ADR Custodians and shareholders in currencies other than
sterlingThe Directors may at their discretion make provision to enable such ADR Custodian and/or
shareholder as they shall from time to time determine to receive dividends duly declared in
a currency or currencies other than sterling.42.4
    
    Distributable reservesNo dividend shall be paid otherwise than out of profits available for distributions under
the provisions of the Applicable Laws.42.5
    
    Pre-acquisition profits distributableSubject to the provisions of the Applicable Laws, where any asset, business or property is
bought by the Company as from a past date the profits and losses thereof as from such date
may at the discretion of the Directors in whole or in part be carried to revenue account
and treated for all purposes as profits or losses of the Company. Subject as aforesaid, if
any shares or securities are purchased cum dividend or interest, such dividend or interest
may at the discretion of the Directors be treated as revenue and it shall not be obligatory
to capitalise the same or any part thereof.42.6
    
    No dividends to bear interest against the CompanyNo dividend or other moneys payable on or in respect of a share shall bear interest as
against the Company.
 89




---



##### 



42.7
    
    Directors may make deductions from dividendsThe Directors may deduct from any dividend or other moneys payable on or in respect of a
share all sums of money (if any) presently due and payable by the holder thereof to the
Company on account of calls or otherwise.42.8
    
    Directors may retain dividends on shares of persons entitled by operation of law pending
registrationThe Directors may retain the dividends payable upon shares in respect of which any person
is under the provisions as to the transmission of shares hereinbefore contained entitled to
become a shareholder, or which any person is under those provisions entitled to transfer,
until such person shall become a shareholder in respect of such shares or shall transfer
the same.42.9
    
    Waivers of dividendsThe waiver in whole or in part of any dividend on any share by any document (whether or not
under seal) shall be effective only if such document is signed by the shareholder (or the
person entitled to the share in consequence of the death or bankruptcy of the holder) and
delivered to the Company and if or to the extent that the same is accepted as such or acted
upon by the Company.42.10
    
    Directors may pay dividends in kindThe Company may with the prior written consent of the holder of the Reuters Founders Share
and upon the recommendation of the Directors by Ordinary Resolution direct payment of a
dividend in whole or in part by the distribution of specific assets (and in particular of
paid-up shares or debentures of any other company) and the Directors shall give effect to
such resolution. Where any difficulty arises in regard to such distribution, the Directors
may settle the same as they think expedient and in particular may issue fractional
certificates, may fix the value for distribution of such specific assets or any part
thereof, may determine that cash payments shall be made to any shareholders upon the
footing of the value so fixed in order to adjust the rights of all parties and may vest any
such specific assets in trustees as may seem expedient to the Directors.42.11
    
    Payment of foreign currency dividends to ADR CustodiansWhere an ADR Custodian approved by the Directors for the purposes of this Article has
elected or agreed pursuant to provision made under these Articles to receive dividends in a
foreign currency, the Directors may in their discretion approve the entering into of
arrangements with such ADR Custodian to enable payment of the dividend to be made to such
ADR Custodian in such foreign currency for value on the date on which the relevant dividend
is paid, or such later date as the Directors may determine.42.12
    
    Receipts for dividends to joint holders
 90




---



##### 



If two or more persons are registered as joint holders of any share, or are entitled
jointly to a share in consequence of the death or bankruptcy of the holder, any one of them
may give effectual receipts for any dividend or other moneys payable or property
distributable on or in respect of the share.42.13
    
    Dividend resolution may specify record date at any timeAny resolution declaring a dividend on shares of any class, whether a resolution of the
Company in general meeting or a resolution of the Directors, may specify that the same
shall be payable to the persons registered as the holders of such shares at the close of
business on a particular date, notwithstanding that it may be a date prior to that on which
the resolution is passed, and thereupon the dividend shall be payable to them in accordance
with their respective holdings so registered, but without prejudice to the respective
rights of transferors and transferees of any such shares in respect of such dividend.42.14
    
    Method of cash dividend paymentsAny dividends payable in money may be paid by (i) cheque to the order of each registered holder
of shares of the class or series in respect of which it has been declared and mailed by
prepaid ordinary mail to such registered holder at the address of such holder in the
Register, unless such holder otherwise directs a different person or address; (ii) by a bank or other funds transfer system to an
account designated in writing by the person entitled to the payment; or (iii) such other method as the Directors
may in their absolute discretion think fit including but not limited to payments in respect of Uncertificated Shares being
made through the Relevant System (subject always to the facilities and requirements of the Relevant System,
these Articles and any other legal requirements). In the case of payment by cheque to joint holders of a share, the cheque
shall, unless such joint holders otherwise direct, be made payable to the order of the
person whose name first appears in the Register in respect of such shares. The mailing of
such cheque as aforesaid, unless the same is not paid on due presentation, shall satisfy
and discharge the liability for the dividend to the extent of the sum represented thereby
plus the amount of any tax which the Company is required to and does withhold. If the payment is made by bank or other funds transfer, or by another method at the direction of the person entitled to payment, the Company is not responsible for amounts lost or delayed in the course of transfer or in carrying out those directions.42.15
    
    Non-receipt of chequesIn the event of non-receipt of any dividend cheque by the person to whom it is sent as
aforesaid, the Company shall issue to such person a replacement cheque for a like amount on
such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of
title as the Board of Directors may from time to time prescribe, whether generally or in
any particular case.42.16
    
    Unclaimed dividendsAny dividend unclaimed after a period of six years from the date on which the same has been
declared to be payable shall be forfeited and shall revert to the Company.43.
    
    CAPITALISATION OF PROFITS AND RESERVESSubject to Applicable Laws, the Directors may, with the sanction of an Ordinary Resolution
of the Company, capitalise any sum standing to the credit of any of the Companys reserve
accounts (including any share premium account, capital redemption reserve, revaluation
reserve pursuant to Schedule 4 to the CA 1985 or
 91




---



##### 



other undistributable reserve) or any sum standing to the credit of any profit and loss
account by appropriating such sum to the holders of each class of shares on the Register at
the close of business on the date of the Resolution (or such other date as may be specified
therein or determined as therein provided) in proportion to their then holdings of shares
of that class and applying such sum on their behalf in paying up in full, subject to any
special rights previously conferred on any shares or class of share for the time being
issued and subject to the other provisions of these Articles, unissued shares of that class
for allotment and distribution credited as fully paid up to and
amongst them as bonus shares in the proportion aforesaid but so that such provisions shall not apply in respect
of the Reuters Founders Share. Any Ordinary Resolution proposed pursuant to this Article
may stipulate that an allotment of bonus shares shall not be made to the Company in respect
of shares held by the Company as treasury shares and, in that event, no bonus shares shall
be allotted to the Company in respect of those shares and those shares shall be disregarded
for the purposes of calculating proportions of holdings of shares under this Article. The
Directors may do all acts and things considered necessary or expedient to give effect to
any such capitalisation, with full power to the Directors to make such provisions as they
think fit for any fractional entitlements which would arise on the basis aforesaid
(including provisions whereby fractional entitlements are disregarded or the benefit
thereof accrues to the Company rather than to the shareholders concerned). The Directors
may authorise any person to enter on behalf of the shareholders interested into an
agreement with the Company providing for any such capitalisation and matters incidental
thereto and any agreement made under such authority shall be effective and binding on all
concerned.44.
    
    SCRIP DIVIDENDS44.1
    

    Directors may offer shares in lieu of dividends with authority of Ordinary ResolutionThe Directors may, with the prior sanction of an Ordinary Resolution of the Company, offer
the holders of Ordinary Shares the right to elect to receive in respect of all or part of
their holding of Ordinary Shares, additional Ordinary Shares credited as fully paid
(additional Ordinary Shares) instead of cash in respect of all or part of such dividend
or dividends and (subject as hereinafter provided) upon such terms and conditions and in
such manner as may be specified in such Ordinary Resolution.44.2
    
    Period and other terms of authority for scrip dividendsThe said Ordinary Resolution may specify that such right to elect shall apply in respect of
all or part of a particular dividend or in respect of all or any dividends (or any part of
such dividends) declared or paid within a specified period but such period may not end
later than the date of the fifth annual general meeting next following the date of the
general meeting at which such Ordinary Resolution is passed, subject nevertheless to the
provisions of the Applicable Laws and provided nevertheless that the Directors may, if they
determine that it shall be expedient,
 92




---



##### 



suspend or terminate (whether temporarily or otherwise) such right to elect and may do such
acts and things considered necessary or expedient with regard to, or in order to effect,
any such suspension or termination.44.3
    
    Offer to be communicated to shareholdersWhen such right to elect is to be offered to holders of Ordinary Shares pursuant to this
Article, the Directors shall notify such holders of the said right and shall make available
or provide to such holders forms or other method of election (in such form as the Directors
may approve) whereby such holders may exercise such right.44.4
    
    Number of shares to which shareholders entitledEach holder of Ordinary Shares who elects to receive additional Ordinary Shares shall be
entitled to receive such number of additional Ordinary Shares, calculated at the Relevant
Price for each such share, as is nearly as possible equal to (but not in excess of) the
cash amount of the relevant dividend which such holder would otherwise have received. For
the purposes of this Article, the Relevant Price of an additional Ordinary Share shall be
such price as is equal to the weighted-average price of the Ordinary Shares of the Company,
ascertained by reference to the Daily Official List of the London Stock Exchange during the
five trading days immediately preceding the record date for each dividend payment.44.5
    
    No fractional entitlementsThe basis of allotment shall be such that no shareholder may receive a fraction of an
Ordinary Share. The Directors may make such provisions as they may think fit for any
fractional entitlements which may or would arise (including provisions whereby fractional
entitlements are disregarded or the benefit thereof accrues to the Company rather than to
the shareholders concerned).44.6
    
    Directors may capitalise profits and reserves for issue of scrip dividendsSubject to any right of the Directors to retain any dividend or other moneys payable on or
in respect of shares pursuant to these Articles, the cash amount of a dividend on or in
respect of an Ordinary Share in respect whereof the holder thereof has made an election
pursuant to this Article shall not be payable and in lieu thereof additional Ordinary
Shares shall be allotted to such holders on the basis of allotment hereinbefore specified.
For such purpose, the Directors may (without prejudice to their powers under Article 43)
capitalise out of such of the sums standing to the credit of any of the Companys reserve
accounts (including any share premium account, capital redemption reserve or any other
undistributable reserve) or any of the profits available for distribution under the
provisions of the Applicable Laws which would otherwise have been applied in paying
dividends in cash as the Directors may determine a sum equal to the aggregate nominal
amount of the additional Ordinary Shares to be so allotted and shall apply the same in
paying up in full the appropriate number of unissued Ordinary Shares for allotment and
distribution credited as fully paid to and amongst the relevant holders of
 93




---



##### 



Ordinary Shares. The Directors may do all acts and things considered necessary or
expedient to give effect to any such capitalisation with full power to the Directors to
make such provisions as they think fit for any fractional entitlements which would or might
arise (including provisions whereby fractional entitlements are disregarded or the benefit
thereof accrues to the Company rather than to the shareholders concerned). The Directors
may authorise any person to enter on behalf of all the shareholders interested into an
agreement with the Company providing for any such capitalisation and matters incidental
thereto and any agreement made under such authority shall be effective and binding on all
concerned.44.7
    
    Scrip dividend shares to rank pari passu with existing sharesThe additional Ordinary Shares so allotted shall rank pari passu in all respects with the
fully paid Ordinary Shares then in issue save only as regards participation in the relevant
dividend (or share election in lieu).44.8
    
    Directors may determine terms and conditions of offers of scrip dividendsWithout prejudice to (but notwithstanding) the foregoing provisions of this Article, the
Directors may on any occasion determine that such rights of election shall be subject to
such exclusions or other arrangements as the Directors may deem necessary or expedient in
relation to any legal or practical problems under the laws of, or the requirements of any
recognised regulatory body or any stock exchange in, any territory.45.
    
    ACCOUNTS45.1
    
    Accounting records to be kept at Office; shareholders right of inspectionAccounting records sufficient to show and explain the Companys transactions and otherwise
complying with the Applicable Laws shall be kept at the Office, or at such other place as
the Directors think fit, and shall always be open to inspection by the officers of the
Company. Subject as aforesaid no shareholder of the Company or other person shall have any
right of inspecting any account or book or document of the Company except as conferred by
Applicable Laws or ordered by a court of competent jurisdiction or authorised by the
Directors.45.2
    
    Balance sheets and profit and loss accounts to be sent to shareholders and othersA copy of every balance sheet and profit and loss account which is to be laid before a
general meeting of the Company (including every document required by law to be comprised
therein or attached or annexed thereto) shall not less than 21 days before the date of the
meeting be sent to every shareholder of, and every holder of debentures of, the Company and
to every other person who is entitled to receive notices of meetings from the Company under
the provisions of the Applicable Laws or of these Articles provided that this Article shall
not require a copy of these documents to be sent to more than one of joint holders or to
any person of whose
 94




---



##### 



address the Company is not aware, but any shareholder or holder of debentures to whom a
copy of these documents has not been sent shall be entitled to receive a copy free of
charge on application at the Office and provided further that if the Applicable Laws so
permit the Company need not send copies of such documents to shareholders who do not wish
to receive them but may send them such summary financial statement or other documents as
may be authorised by the Applicable Laws. If all or any of the shares or debentures of the
Company shall for the time being be listed or dealt in on the London Stock Exchange there
shall be forwarded to the appropriate officer of the London Stock Exchange such number of
copies of such documents as may from time to time be required under its articles or
practice. For the purposes of this Article references to a document being sent include
using electronic form and electronic means and publication on a website in accordance with
the CA 2006 and the Applicable Laws.46.
    
    AUDITORS46.1
    
    Validity of acts of auditorsSubject to the provisions of the Applicable Laws, all acts done by any person acting as an
auditor shall, as regards all persons dealing in good faith with the Company, be valid,
notwithstanding that there was some defect in his appointment or that he was at the time of
his appointment not qualified for appointment or subsequently disqualified.46.2
    
    Auditors entitled to notice of and to attend and be heard at general meetingsAn auditor shall be entitled to attend any general meeting and to receive all notices of
and other communications relating to any general meeting which any shareholder is entitled
to receive and to be heard at any general meeting on any part of the business of the
meeting which concerns him as auditor.47.
    
    COMMUNICATIONS47.1
    
    Mode of delivery of communications, when communications deemed deliveredAny notice or document (including a share certificate) may be served on or delivered to any
shareholder by the Company either personally or by sending it through the post in a prepaid
cover addressed to such shareholder at his registered address, if any, within the United
Kingdom supplied by him to the Company as his address for service of notices, or by
delivering it to such address addressed as aforesaid. In the case of a shareholder holding
Certificated Shares registered on a branch Register any such notice or document may be
posted either in the United Kingdom or in the territory in which such branch Register is
maintained. Where a notice or other document is served or sent by post, service or
delivery shall be deemed to be effected at the expiration of 24 hours (or, where second
class mail is employed, 48 hours) after the time when the cover containing the same is
posted and in proving such service or delivery it shall be sufficient to prove that such
cover
 95




---



##### 



was properly addressed, stamped and posted. Provided always that every notice or other
document which is required to be served or delivered, or capable of being delivered to the
holder of the Reuters Founders Share shall, so long as the holder of the Reuters Founders
Share has a registered address within 15 miles of Charing Cross, be personally delivered to
the holder of the Reuters Founders Share at that address. The accidental failure to send,
or the non receipt by any person entitled to any notice of or other document relating to
any meeting or other proceeding shall not invalidate the relevant meeting or other
proceeding, unless the person so entitled is the holder of the Reuters Founders Share. A
notice or document (other than a notice or document to be served on or delivered to the
holder of the Reuters Founders Share) not sent by post but left at a registered address or
address for service in the United Kingdom is deemed to be given on the day it is left.
Subject to the CA 2006, Applicable Laws and the provisions of this paragraph 47.1, a
notice, document or other information may be given in electronic form by the Company to any
shareholder to such address as may from time to time be authorised by the shareholder
concerned or by making it available on a website and notifying the shareholder concerned,
in such manner as he may from time to time authorise, that it has been so made available.
The Company may rely on the provisions of paragraph 10, schedule 5 of the CA 2006 in
relation to deemed agreement by shareholders of the Company to documents or information
being sent or supplied by means of a website, where the conditions set out in paragraph
10(3) of such schedule are satisfied. If a notice or document is sent by the Company using
a form of electronic means it is treated as being received 24 hours after the time it was
sent. Proof that a notice contained in an electronic communication was sent in accordance
with guidance issued by the Institute of Chartered Secretaries and Administrators shall be
conclusive evidence that the notice was given. Any notice given electronically or
otherwise in accordance with the CA 2006 or the Applicable Laws to or by the holder of the
Reuters Founders Share pursuant to these Articles must also be given in writing and be
delivered personally and will only be deemed delivered to the holder of the Reuters
Founders Share for the purposes of this paragraph 47.1 when written notice would be deemed
to be delivered in accordance with this Article.47.2
    
    Transferees and persons entitled by operation of law bound by notices in respect of shares
pending registrationA person who becomes entitled to a share by transmission, transfer or otherwise is bound by
a notice in respect of that share (other than a notice served by the Company under section
793 of the CA 2006) which, before his name is entered in the Register, has been properly
served on a person from whom he derives his title. A person who is entitled by
transmission to a share, upon supplying the Company with an address for the purposes of
communications by electronic means for the service of notices may, at the absolute
discretion of the Board of Directors, have sent to him at such address any notice or
document to which he would have been entitled if he were the holder of that share.47.3
    
    Notices to joint holders
 96




---



##### 



Any notice given to that one of the joint holders of a share whose name stands first in the
Register in respect of the share shall be sufficient notice to all the joint holders in
their capacity as such.47.4
    
    Persons entitled following death or bankruptcy entitled to delivery of notices pending
registrationA person entitled to a share in consequence of the death or bankruptcy of a shareholder
upon supplying to the Company such evidence as the Directors may reasonably require to show
his title to the share, and upon supplying also an address within the United Kingdom for
the service of notices, shall be entitled to have served upon or delivered to him at such
address any notice or document to which the shareholder but for his death or bankruptcy
would have been entitled, and such service or delivery shall for all purposes be deemed a
sufficient service or delivery of such notice or document on all persons Interested
(whether jointly with or as claiming through or under him) in the share. Alternatively, a
person who is entitled to that shareholders shares by law and who proves this to the
reasonable satisfaction of the Directors, can give the Company an address for the purposes
of electronic communication. If this is done, notices or documents may be sent to him at
that address, but, this will be at the absolute discretion of the Directors. Save as
aforesaid any notice or document delivered or sent by post to or left at the address of any
shareholder in pursuance of these Articles, shall, notwithstanding that such shareholder be
then dead or bankrupt or in liquidation, and whether or not the Company has notice of his
death or bankruptcy or liquidation, be deemed to have been duly served or delivered in
respect of any share registered in the name of such shareholder as sole or first named
joint holder.47.5
    
    Entitlement to receipt of noticesA shareholder who has supplied to the Company an address (whether within or outside the
United Kingdom) for the service of notices shall be entitled to receive notices from the
Company; provided that the Directors may make such exclusions or other arrangements in
relation to shareholders who have no registered address within the United Kingdom as they
consider expedient in relation to legal or practical problems under the laws in any
territory or the requirements of any relevant regulatory body or stock exchange.47.6
    
    Notices of general meetings by advertisementIf at any time by reason of the suspension or curtailment of postal services within the
United Kingdom the Company is unable effectively to convene a general meeting by notices
sent through the post and/or by electronic means, a general meeting may be convened by a
notice advertised on the same date in at least one national daily newspaper and such notice
shall be deemed to have been duly served on all shareholders entitled thereto at noon on
the day when the advertisement appears. In any such case the Company shall send
confirmatory copies of the notice by post to those shareholders to whom notice cannot be
given
 97




---



##### 



by electronic means if at least seven days prior to the meeting the posting of notices to
addresses throughout the United Kingdom again becomes practicable.47.7
    
    Serving for statutory requirementsNothing in any of the preceding six Articles shall affect any requirement of the Applicable
Laws or of any other provision of these Articles that any particular offer, notice or other
document be served in any particular manner.48.
    
    LIQUIDATIONIf the Board of Directors determines that the Company is, or is likely to become, insolvent
(whether or not a receiver, receiver and manager, provisional liquidator or liquidator,
trustee in bankruptcy, monitor or other similar person has been appointed or a mortgagee or
other secured creditor has taken possession of the property of the Company), the Board of
Directors shall immediately give notice to TR Corporation of such fact.49.
    
    WINDING UP49.1
    
    Directors may petition court for winding up with consent of holder of the Reuters Founders
ShareThe Directors shall have power, with the prior consent in writing of the holder of the
Reuters Founders Share (but not otherwise), to present to the Court a petition, in the name
of and on behalf of the Company, for the Company to be wound up.49.2
    
    Directors may distribute assets in kind on a winding upIf the Company shall be wound up (whether the liquidation is voluntary, under supervision,
or by the court) the Liquidator may, with the authority of a Special Resolution, divide
among the shareholders in specie or in kind the whole or any part of the assets of the
Company and whether or not the assets shall consist of property of one kind or shall
consist of properties of different kinds, and may for such purpose set such value as he
deems fair upon any one or more class or classes of property and may determine how such
division shall be carried out as between the shareholders or different classes of
shareholders. The Liquidator may, with the like authority, vest any part of the assets in
trustees upon such trusts for the benefit of shareholders as the Liquidator with the like
authority shall think fit, and the liquidation of the Company may be closed and the Company
dissolved. No contributory shall be compelled to accept any shares or other property in
respect of which there is a liability.50.
    
    THOMSON REUTERS NEWS SERVICESThe Press Association Limited, the Newspaper Publishers Association Limited, Australian
Associated Press Pty Limited and New Zealand Press Association Limited shall be entitled to
receive Thomson Reuters News Services upon payment
 98




---



##### 



of such consideration as may be agreed from time to time. Upon and subject to the terms of
any such agreement:
 50.1
    
    The Press Association Limited shall be entitled to receive Thomson Reuters
News Services for the use of its members, such use to be limited to the incorporation
thereof in newspapers owned by such members or any Subsidiary of such members.50.2
    
    The Newspaper Publishers Association Limited shall be entitled to receive
Thomson Reuters News Services for the use of its members, such use to be limited to
the incorporation thereof in newspapers owned by such members or any Subsidiary of
such members.50.3
    
    Australian Associated Press Pty Limited shall be entitled to receive Thomson
Reuters News Services for the use of its members, such use to be limited to the
incorporation thereof in newspapers owned by such members or any Subsidiary of such
members.50.4
    
    New Zealand Press Association Limited shall be entitled to receive Thomson
Reuters News Services for the use of its members, such use to be limited to the
incorporation thereof in newspapers owned by such members or any Subsidiary of such
members.
 99