Thomson Reuters Corporation, through its wholly-owned subsidiary Thomson Reuters Finance, announces a recommended public cash offer of SEK 40 per share to the shareholders of Pagero

The Offer is not being made, and this press release may not be distributed, directly or indirectly in or into, nor will any tender of shares be accepted from or on behalf of holders in Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law (including the Takeover-rules). Shareholders in the United States should also refer to the section titled "Special notice to the shareholders in the United States" at the end of this press release.

Thomson Reuters Corporation, through its wholly-owned subsidiary Thomson Reuters Finance[1] (“Thomson Reuters”), announces a recommended public cash offer to acquire all shares in Pagero Group AB (publ) (“Pagero”) for SEK 40 in cash per share (the “Offer”). The shares in Pagero are listed on Nasdaq First North Growth Market (“Nasdaq First North”).

Summary of the Offer

• Thomson Reuters offers SEK 40 in cash per share in Pagero (the “Offer Price”), [2] valuing all shares in Pagero to approximately SEK 6.4 billion.[3]
• The Offer exceeds the public cash offer announced by Vertex, Inc. (“Vertex”) on 13 December 2023 by SEK 4 per share.
• The Offer represents a premium of:[4]
  • 11.1 per cent compared to the closing price of SEK 36.00 for Pagero’s shares on Nasdaq First North on 10 January 2024, which was the last trading day prior to the announcement of the Offer;
  • 11.1 per cent compared to the public cash offer of SEK 36 from Vertex which was announced on 13 December 2023;
  • 96.8 per cent compared to the volume-weighted average price for Pagero’s shares on Nasdaq First North during the 30 latest trading days prior to the announcement of Vertex’s offer on 13 December 2023 (15.6 per cent compared to the volume-weighted average price during the 30 latest trading days up to and including 10 January 2024); and
  • 119.9 per cent compared to the volume-weighted average price for Pagero’s shares on Nasdaq First North during the 90 latest trading days prior to the announcement of Vertex’s offer on 13 December 2023 (26.8 per cent compared to the volume-weighted average price during the 90 latest trading days up to and including 10 January 2024).
• The independent bid committee of the board of directors of Pagero unanimously recommends the shareholders of Pagero to accept the Offer.[5]
• Completion of the Offer is conditional upon the Offer being accepted to such extent that Thomson Reuters becomes the owner of more than 90 per cent of the shares in Pagero (on a fully diluted basis) as well as conditions 2–7 set out under “Conditions for completion of the Offer” below.
• An offer document regarding the Offer is expected to be made public on this day and the acceptance period is expected to commence on or around 12 January 2024 and end on or around 9 February 2024. Thomson Reuters reserves the right to shorten and extend the acceptance period.

Steve Hasker, President and CEO of Thomson Reuters Corporation, comments:

“Pagero is a leading global provider of e-invoicing and indirect tax solutions, supporting customers as they navigate an ever-evolving regulatory and technology landscape. Our successful commercial partnership with Pagero provides confidence in the strategic and cultural fit, and the opportunity to bring its e-invoicing capabilities together with our ONESOURCE indirect tax offerings - we're excited about the growth potential of this combination.”

Steve Hasker concludes “With our significant financial capacity, global presence, and broad expertise, we are well positioned to invest in our shared vision to provide customers with automated, secure, and compliant solutions that inform the way forward. We believe the Offer we have presented today reflects an attractive premium for shareholders, supported by the recommendation from Pagero’s independent bid committee, and that Thomson Reuters will provide the best home where Pagero and its employees can thrive.”

Background and reasons for the Offer

Pagero is a global leader in e-invoicing and indirect tax solutions, which it delivers through its Smart Business Network. The company links customers, suppliers, and institutions, allowing for the automated, compliant, and secure exchange of digital orders, invoices, and other business documents.

Thomson Reuters’ acquisition of Pagero will build on the strategic partnership announced in February 2023, and is expected to accelerate the companies’ joint vision for a connected suite of global indirect tax, reporting and e-invoicing capabilities. As many countries move towards real-time digital tax regimes, the e-invoicing compliance capabilities of Pagero complement and expand Thomson Reuters’ indirect tax offerings, providing enhanced compliance and workflow automation benefits to customers.

Benefits of the proposed acquisition:

• Significant e-invoicing growth opportunity – More than 80 countries have announced or introduced legal requirements for e-invoicing and continuous transaction control (CTC) regulations with the aim of ensuring tax compliance and increased transparency. The resulting compliance burden on global companies is significant and is expected to drive continued robust growth for e-invoicing solutions like Pagero’s for many years into the future.
• Pagero provides market leading solutions – Pagero offers a comprehensive suite of global e-invoicing and digital communications solutions through a single, modern and open technology platform. The company’s Smart Business Network links its 90,000 customers with over 14 million connected companies, providing emerging “network” effects as it continues to scale.
• Compelling strategic fit – The combination of Pagero’s e-invoicing compliance capabilities with the indirect tax determination and reporting from Thomson Reuters’ ONESOURCE should yield significant benefits for customers, including enhanced compliance capabilities, workflow automation, and global scale through a single trusted vendor. Over time, Thomson Reuters sees opportunities to leverage Pagero’s open communications network to deliver additional compliance offerings, including for global trade management and supply chain/vendor risk.
• Attractive financial model – Pagero has a high-quality revenue mix (87 per cent recurring) and proven track record of double-digit revenue growth. It is highly profitable in scaled markets and believes it has a pathway to robust overall profitability in the next few years as its investment markets scale.

Management and employees

Thomson Reuters aims to establish an organization that capitalizes on the combined expertise and resources, recognizing Pagero's unique strengths and talented team. Completion of the Offer is not expected to entail any significant changes regarding Pagero’s employees and management (including their terms of employment) nor for the existing organization and operations, including effects on the employment rate and the sites where Pagero currently conducts business.

The Offer

Thomson Reuters offers SEK 40 in cash per share in Pagero.[6]

The Offer represents a premium of:[7]

• 11.1 per cent compared to the closing price of SEK 36.00 for Pagero’s shares on Nasdaq First North on 10 January 2024, which was the last trading day prior to the announcement of the Offer;
• 11.1 per cent compared to the public cash offer of SEK 36 from Vertex which was announced on 13 December 2023;
• 96.8 per cent compared to the volume-weighted average price for Pagero’s shares on Nasdaq First North during the 30 latest trading days prior to the announcement of Vertex’s offer on 13 December 2023 (15.6 per cent compared to the volume-weighted average price during the 30 latest trading days up to and including 10 January 2024); and
• 119.9 per cent compared to the volume-weighted average price for Pagero’s shares on Nasdaq First North during the 90 latest trading days prior to the announcement of Vertex’s offer on 13 December 2023 (26.8 per cent compared to the volume-weighted average price during the 90 latest trading days up to and including 10 January 2024).

The Offer values all shares in Pagero to approximately SEK 6.4 billion.[8]

No commission will be charged in connection with the Offer.

Recommendation from the bid committee of Pagero

The independent bid committee of the board of directors of Pagero unanimously recommends that the shareholders of Pagero accept the Offer.

Thomson Reuters’ shareholding in Pagero

Neither Thomson Reuters nor any of its closely related companies or closely related parties own any shares or other financial instruments in Pagero that give financial exposure to Pagero’s shares at the time of the announcement, nor has Thomson Reuters acquired or agreed to acquire any Pagero shares or any financial instruments that give financial exposure to Pagero’s shares during the six months preceding the announcement of the Offer.

Thomson Reuters may acquire, or enter into agreements to acquire, shares in Pagero (or any securities that are convertible into, exchangeable for or exercisable for shares in Pagero) outside the Offer. Any acquisitions made or agreed will be in accordance with Swedish law and the Takeover Rules for certain trading platforms issued by the Swedish Corporate Governance Board (the “Takeover Rules”) and will be disclosed in accordance with applicable rules.

Conditions for completion of the Offer

Completion of the Offer is conditional upon:

1. the Offer being accepted to such an extent that Thomson Reuters becomes the owner of more than 90 per cent of the total number of shares in Pagero (on a fully diluted basis);

2. with respect of the Offer and the acquisition of Pagero, the receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, in each case on terms which, in Thomson Reuters’ opinion, are acceptable;

3. that no third party announces a public offer for the shares in Pagero on conditions that are more favourable for the shareholders of Pagero than the Offer;

4. neither the Offer nor the acquisition of Pagero being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of a court or a public authority, or any similar circumstance;

5. no circumstances having occurred that have a material adverse effect, or could reasonably be expected to have a material adverse effect, on Pagero’s financial position, prospects or operations, including Pagero’s sales, results, liquidity, equity ratio, equity or assets;

6. no information made public by Pagero, or disclosed by Pagero to Thomson Reuters, being inaccurate, incomplete or misleading, and Pagero having made public all information that should have been made public by Pagero; and

7. Pagero not taking any action that is intended to impair the prerequisites for making or completing the Offer.

Thomson Reuters reserves the right to withdraw the Offer in the event it becomes clear that either of the above conditions is not satisfied or cannot be satisfied. The Offer may however only be withdrawn with reference to the conditions 2-7 above if the non-satisfaction of such condition is of material importance to Thomson Reuters’ acquisition of the shares in Pagero or if it is approved by the Swedish Securities Council.

Thomson Reuters reserves the right to waive, in whole or in part, one or more of the conditions above and, with respect to condition 1 above, to complete the Offer at a lower acceptance level.

Information on Thomson Reuters Finance S.A. and Thomson Reuters Corporation

Thomson Reuters Finance S.A. is a Luxembourg société anonyme with its registered office located at 26 Boulevard Royal, 2449, Luxembourg. Thomson Reuters Finance S.A. is an indirect wholly-owned subsidiary to Thomson Reuters Corporation. Except that for Thomson Reuters Finance S.A. will own shares in Pagero following completion of the Offer, the Offer as such will not result in any changes to Thomson Reuters Finance S.A.'s business, to the locations at which Thomson Reuters Finance S.A. conducts its business or to any employees or the management in Thomson Reuters Finance S.A.

Thomson Reuters Corporation is a Canadian company incorporated and operating in the Province of Ontario with its registered office located at 19 Duncan Street, Toronto, Ontario M5H 3H1. Thomson Reuters Corporation informs the way forward by bringing together the trusted content and technology that people and organizations need to make the right decisions. Thomson Reuters serves professionals across legal, tax, accounting, compliance, government, and media. Its products combine highly specialized software and insights to empower professionals with the data, intelligence, and solutions needed to make informed decisions, and to help institutions in their pursuit of justice, truth and transparency. Reuters, part of Thomson Reuters Corporation, is a world leading provider of trusted journalism and news. Thomson Reuters Corporation’s shares are admitted to trading on the New York Stock Exchange and the Toronto Stock Exchange under the ticker “TRI”.

More information is available on http://www.thomsonreuters.com

Financing

The Offer is not subject to any financing condition. The Offer is fully financed by funds available to Thomson Reuters.

Due diligence

Thomson Reuters has conducted a limited confirmatory due diligence review of Pagero in connection with the preparation of the Offer, and in connection therewith met with Pagero's management team. Pagero has confirmed that no inside information regarding Pagero has been disclosed to Thomson Reuters during the due diligence review.

Treatment of holders of warrants

The Offer does not include warrants issued by Pagero under Pagero’s incentive programs. However, Thomson Reuters will procure that the holders of such warrants will receive reasonable treatment in connection with the Offer.

Preliminary timetable

Publication of the offer document              11 January 2024

Acceptance period                                     12 January 2024 - 9 February 2024

Commencement of settlement                   16 February 2024

Thomson Reuters reserves the right to shorten the acceptance period and set an earlier settlement date as well as to extend the acceptance period and to postpone the settlement date. Thomson Reuters will announce any changes of the acceptance period or the settlement date by press release in accordance with applicable laws and regulations.

Approvals from authorities

The completion of the offer is conditional upon, inter alia, all necessary clearances, approvals, decisions and other actions from authorities or similar, being obtained, in each case on terms which, in Thomson Reuters’ opinion, are acceptable. However, it is Thomson Reuters’ assessment that the transaction does not require any approvals from authorities.

Compulsory redemption and delisting

In the event that Thomson Reuters, whether in connection with the Offer or otherwise, becomes the owner of more than 90 per cent of the shares in Pagero, Thomson Reuters intends to commence a compulsory redemption procedure in respect of the remaining shares in Pagero in accordance with the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)). In connection thereto, Thomson Reuters intends to promote a delisting of the shares in Pagero from Nasdaq First North.

Applicable law and disputes

The Offer, as well as any agreements entered into between Thomson Reuters and the shareholders of Pagero as a result of the Offer, shall be governed by and construed in accordance with the laws of Sweden. The Takeover Rules, and the Swedish Securities Council’s rulings regarding the interpretation and application of the Takeover Rules, apply in relation to the Offer. The courts of Sweden shall have exclusive jurisdiction over any dispute arising out of or in connection with the Offer and the City Court of Stockholm shall be the court of first instance.

Advisors

Thomson Reuters has engaged Morgan Stanley & Co. LLC as financial advisor and Linklaters as legal advisor in connection with the Offer.

Thomson Reuters

The board of directors

For more information about the Offer, please see: https://www.business-network-offer.com/

MEDIA
Birgitta Henriksson
Fogel & Partners
+46 708 128 639
thomsonreuters@fogelpartners.se

INVESTORS
Gary E. Bisbee, CFA
Head of Investor Relations
+1 646 540 3249
gary.bisbee@thomsonreuters.com

For administrative questions regarding the Offer, please contact your bank or nominee where you have shares registered.

This press release was submitted for publication on 11 January 2024 at 06:30 CET.

Important information

The Offer, pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the Offer requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish laws and regulations.

This press release and any related Offer documentation are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country – any such action will not be permitted or sanctioned by Thomson Reuters. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.

The Offer is not being and will not be made, directly or indirectly, in or into, by use of mail or any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland. This includes, but is not limited to facsimile transmission, electronic mail, telex, telephone, the Internet and other forms of electronic transmission. The Offer cannot be accepted and shares may not be tendered in the Offer by any such use, means, instrumentality or facility of, or from within Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland or by persons located or resident in Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland. Accordingly, this press release and any related Offer documentation are not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland or to any Australian, Belarusian, Canadian, Hong Kong, Indian, Japanese, New Zealand, Russian, Singaporean, South African or Swiss person or any persons located or resident in Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland.

Any purported tender of shares in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of shares made by a person located in Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from or within Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland will be invalid and will not be accepted. Each person who holds shares and participates in the Offer will certify to not being an Australian, Belarusian, Canadian, Hong Kong, Indian, Japanese, New Zealand, Russian, Singaporean, South African or Swiss person, not being located or participating in the Offer from Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland and not acting on a nondiscretionary basis for a principal that is an Australian, Belarusian, Canadian, Hong Kong, Indian, Japanese, New Zealand, Russian, Singaporean, South African or Swiss person, or that is located in or giving order to participate in the Offer from Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland. Thomson Reuters will not deliver any consideration relating to the Offer to Australia, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland. This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland must not forward this press release or any other document related to the Offer to such persons.

The Offer, the information and documents contained in this press release are not being made and have not been approved by an authorised person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom except where there is an applicable exemption. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 per cent or more of the voting shares in a body corporate, within article 62 of the UK Financial Service and Markets Act 2000 (Financial Promotion) Order 2005.

Regardless of the previous, Thomson Reuters reserves the right to approve that the Offer is accepted by persons not present or resident in Sweden if Thomson Reuters, in its own opinion, assesses that the relevant transaction can be carried out in accordance with applicable laws and regulations.

To the extent permissible under applicable law or regulation, Thomson Reuters or its brokers may purchase, or conclude agreements to purchase, shares in Pagero, directly or indirectly, outside of the scope of the Offer, before, during or after the period in which the Offer remains open for acceptance. This also applies to other securities which are directly convertible into, exchangeable for, or exercisable for shares in Pagero, such as warrants. These purchases may be completed via a market place at market prices or outside a market place at negotiated prices. Any information on such purchases will be disclosed as required by law or regulation in Sweden.

This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.

Forward-looking information

Statements in this press release relating to future status and circumstances, including statements regarding future performance, growth and other projections as well as benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as "should", "expects", "believes", or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. Actual results may differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Thomson Reuters. Any such forward-looking statements speak only as of the date on which they were made and Thomson Reuters, has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.

Special notice to the shareholders in the United States

The Offer described in this press release is made for the issued and outstanding shares of Pagero, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which may be different from those of the United States. Holders of the shares of Pagero domiciled in the United States (“U.S. Holders”) are advised that the Pagero shares are not listed on a U.S. securities exchange and that Pagero is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.

The Offer is made to the U.S. Holders on the same terms and conditions as those made to all other shareholders of Pagero to whom an offer is made. Any information documents, including the offer document, will be disseminated to U.S. Holders on a basis comparable to the method pursuant to which such documents are provided to Pagero’s other shareholders.

In the United States, the Offer is subject to the requirements of the U.S. Exchange Act, and the rules and regulations promulgated thereunder, including Section 14(e) of the U.S. Exchange Act and Regulation 14E thereunder, in each case to the extent applicable, subject to the exemption provided under Rule 14e-1(d) under the U.S. Exchange Act (the “Tier II Exemption”).

The Offer will otherwise be made in compliance with the disclosure and procedural requirements of Swedish law, including with respect to withdrawal rights, the Offer timetable, notices of extensions, announcements of results, settlement procedures (including as regards to the time when payment of the consideration is rendered) and waivers of conditions, which may be different from requirements or customary practices in relation to U.S. domestic tender offers. As permitted under the Tier II Exemption, the settlement of the Offer is based on the applicable Swedish law provisions which differ from the settlement procedures customary in the United States, particularly as regards the time when payment of the consideration is rendered. The Offer, which is subject to Swedish law, is being made to the U.S. Holders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder, including the Tier II Exemption. To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. Holders and thus will not give rise to claims on the part of any other person. The U.S. Holders should consider that the Offer Price is being paid in SEK and that no adjustment will be made based on any changes in the exchange rate.

Pagero’s financial statements and all financial information included in this press release, or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS and may not be comparable to the financial statements or financial information of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles.

It may be difficult for Pagero’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal or state securities laws in connection with the Offer, since Pagero and Thomson Reuters are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. Pagero’s shareholders may not be able to sue Pagero or Thomson Reuters or their respective officers and directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel Pagero or Thomson Reuters and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.

To the extent permissible under applicable law or regulations and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, Thomson Reuters and its affiliates or its brokers and its brokers’ affiliates (acting as agents for Thomson Reuters or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares of Pagero outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent required under applicable law or regulations, information about such purchases will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Holders of such information to the extent that such information is made public in Pagero’s home jurisdiction. In addition, the financial advisor to Thomson Reuters may also engage in ordinary course trading activities in securities of Pagero, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law.

The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult an independent professional adviser regarding the tax consequences of accepting the Offer. Neither Thomson Reuters nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.

NEITHER THE SEC NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, PASSED ANY COMMENTS UPON THE MERITS OR FAIRNESS OF THE OFFER, PASSED ANY COMMENT UPON THE ADEQUACY OR ACCUARY OF THIS PRESS RELEASE OR PASSED ANY COMMENT ON WHETHER THE CONTENT IN THIS PRESS RELEASE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

For purposes of this section “United States” and “U.S.” means the United States of America (its territories and possessions, all states of the Unites States of America and the District of Columbia).

U.S. Holders are encouraged to consult with their own advisors regarding the Offer.

[1]       “Thomson Reuters Finance” refers to Thomson Reuters Finance S.A., a Luxembourg société anonyme with company registration number RC B 45994.