Thomson Reuters Corporation ($TRI)

Okay. Greetings, everyone, and welcome to the 2026 Thomson Reuters Annual Meeting of Shareholders. Thank you for joining us today. I'm David Thomson, Chairman of Thomson Reuters, and I will be chairing the proceedings today. In addition to myself, I would like to introduce Steve Hasker, our CEO, and I'm pleased to recognize other members of the Board on my right and other members of senior management on my left who are with me today. I would like to briefly outline the format of the meeting. First, we will deal with the formal business of the meeting as outlined in the circular. I will then make a few general comments on our business. Steve will then comment on our 2025 performance and what lies ahead for our company. Following that, we will answer questions or comments from shareholders. I would like to note that this meeting is also being webcast live on thomsonreuters.com. While the format I have outlined will assist in the handling of the formal matters, it is not intended to discourage anyone from asking a question or making a comment in reference to any resolution after it has been proposed and seconded. We will address any questions that directly relate to a particular resolution at the appropriate time during the meeting, and we will save general questions for the question-and-answer period following the formal business of the meeting. Now on to voting. Matters before us today will be moved and seconded by a shareholder or a proxy holder of Thomson Reuters. We will conduct the vote on each resolution by ballot. The ballots will be tabulated and the results announced before the end of the meeting. We will have 4 items of business today for shareholders to vote upon: the election of directors, the appointment of the auditor, an advisory resolution on executive compensation and a shareholder proposal as more fully described in the circular sent to shareholders. All of the matters to be considered today require the approval of a simple majority of votes cast. I've asked Norie Campbell, Chief Legal Officer and Company Secretary, to ask -- to act -- I'm sorry, I would like to ask her to table the notice calling the meeting and proof of such notice and the related circular and proxy forms have been distributed and made available to shareholders.

Mr. Chairman, I have done so.

Thank you, Norie. I've appointed representatives of our transfer agent, Computershare Trust Company of Canada, to act as scrutineers of the meeting. They advised me that a quorum is present. Only shareholders of record as of the close of business on April 13, 2026, or their duly appointed proxy holders are entitled to take part in and vote at this meeting. I now declare this meeting is regularly called and properly constituted for the transaction of business. I will now ask Norie to table the consolidated financial statements of the corporation for the fiscal year ended December 31, 2025, and the auditor's report thereon.

Mr. Chairman, I have done so.

Thank you, Norie. A copy of the annual report, which includes the financial statements was mailed to shareholders requesting copies, and has been made available in the Investor Relations section of our website at thomsonreuters.com. Extra copies of the report are available at this meeting. Steve will be commenting on these results in a few moments. Should anyone have questions relating to the annual report, the financial statements or questions of a more general nature, our independent auditor, PricewaterhouseCoopers LLP and our team would be pleased to respond to them following Steve's remarks. The first item of business is the election of directors. 14 directors are to be elected at the meeting this year. Information regarding the nominees proposed for election as directors is set out in the circular that accompanied the notice of this meeting. 12 of these nominees are currently directors of our company, and Michael Medline and Liz Hilton Segel are new director nominees. I will now call upon Barb Conway, VP HR at Thomson Reuters to make a motion for the election of directors for the upcoming year.

Mr. Chairman, I move for the election of each nominee whose name is set out under the heading Nominee Information as directors of the corporation to hold office until the next Annual Meeting of Shareholders.

Thank you, Barb. May I call upon Jenn Ruddick, Deputy General Counsel, Corporate and Securities at Thomson Reuters to second that motion.

Mr. Chairman, I second the motion.

Thank you, Jenn. If there are no further nominations, I declare the nominations closed. We will now proceed with voting on this matter. You will have received a ballot from the scrutineers when you registered. If you are a shareholder who has not already voted by proxy, or if you are a proxy holder who did not receive a ballot upon registration, please raise your hand and a scrutineer will assist you. Please mark for or withhold as appropriate in the box next to the name of each director as it appears on the ballot. Your Board of Directors is recommending you vote for this motion. You will use the same ballot to vote on all items of business today, so please retain this ballot until all voting is completed. [Voting]

We will now proceed with the next item of business, which is the appointment of the auditor and the authorization of the directors to fix their remuneration. I will now call upon Kathryn Ouellette, Director, Canada Financial Controller at Thomson Reuters, to make a motion in connection with this item.

Mr. Chairman, I move that PricewaterhouseCoopers LLP be appointed auditor of the corporation until the next annual meeting and that the directors be authorized to fix their remuneration.

Thank you, Kathryn. May I call upon Heather O'Hagan, Head of Tax, Canada and Latin America at Thomson Reuters to second that motion.

Mr. Chairman, I second that motion.

Thank you, Heather. Please indicate for or withhold in the appropriate box on the ballot. Again, please retain your ballot until all voting is completed. Your Board of Directors is recommending you vote for this motion. [Voting]

We will now proceed with the next item of business, which is the advisory resolution on our approach to executive compensation described in the circular. As this is an advisory resolution, the results will not be binding on the board. However, the board intends to take the voting results into account as appropriate when considering future compensation matters. This type of resolution is often referred to as a say-on-pay vote. This item of business is described in the circular. I will now call upon Nawal Zaarab, Assistant General Counsel, Corporate and Securities at Thomson Reuters, to move a motion in connection with this item.

Mr. Chairman, I move that the advisory resolution on executive compensation set forth in the management proxy circular be approved.

Thank you, Nawal. May I call upon Kathryn Hanley, Senior Director, Corporate Communications at Thomson Reuters, to second that motion.

Mr. Chairman, I second the motion.

Thank you, Kathryn. Voting on the advisory resolution will be conducted by ballot. Please mark for or against in the appropriate box on the ballot. Again, please retain your ballot until all voting is completed. Your Board of Directors is recommending you vote for this motion. [Voting]

The final item of business before Steve Hasker and I make our remarks and you have an opportunity to ask questions, is a shareholder proposal submitted by the B.C. Government and Service Employees Union General Fund and the B.C. Government and Service Employees Union Defense Fund. The shareholder proposal is set out in Appendix B of the circular. I understand that Emma Pullman, the representative of the shareholder, would like to present and move the motion.

Thank you, Mr. Chairman. Good morning, fellow shareholders. B.C. General Employees Union is a long-term shareholder, and we have been engaging with the company since 2020. We have appreciated the frank and open dialogue with the company during that time. Thomson Reuters delivers software and data solutions to the U.S. government, including its flagship CLEAR product and related to CLEAR for law enforcement, Clear LPR, and other services through Thomson Reuters Special Services. CLEAR is reportedly able to aggregate billions of data points to build comprehensive profiles on individuals, and I'm told there're profiles on hundreds of millions of people. The software's -- the company's software reportedly helps DHS, the Department of Homeland Security and Immigration and Customs Enforcement target undocument immigrants for detention and deportation and the company's technologies have been directly linked to deportations and raids across the U.S., potentially involving family separation and the detention of immigrants in conditions that violate their human rights. Contract documents from DHS have described CLEAR as "the most comprehensive investigative database platform available," and they have called it mission critical to its operations. In 2022, Thomson Reuters agreed to enhance its approach to human rights due diligence and completed its first human rights impact assessment and ESG materiality, a move that we welcomed. We were, however, disappointed at the lack of disclosure provided through this process. The company, we understand, completed a subsequent assessment in 2025. And from what I have seen in the 2025 social impact report, there is very limited disclosure again. Operation Metro Surge in Minneapolis brought the conduct of U.S. Federal Immigration Enforcement into international and sharp focus with credible widely reported evidence of civilian deaths, warrantless, arrests, racial profiling, do process violations and systemic human rights abuses condemned by the United Nations, among others. ICE's activities are the subject of significant lawsuits, and the products used by these operations, potentially including Thomson Reuters, may feature in legal proceedings in the future. Thomson Reuters and its investors are materially exposed to compounding reputational, legal and governance risks. And we believe its current disclosure of controls and enforcement do not specifically or adequately address these risks. It is not only shareholders asking for answers right now, the company's own employees have spoken out signing letters to the company and employees have allegedly been fired for speaking out. Since at least 2022, CLEAR has sourced real-time location data with timestamps from Penlink. Reporting and research have also documented how Thomson Reuters' CLEAR can be used to work with Palantir's analytical platform in a system to system configuration despite the company's assertion that "Palantir is not a customer of CLEAR." And finally, in 2017, Thomson Reuters brought Vigilance, license plate recognition data into the CLEAR investigative platform. Thomson Reuters and its investors, as I have said, are materially exposed to compounding legal, reputational and governance risks. Therefore, I would like to move a motion. Shareholders request the Board commission an independent human rights impact assessment evaluating the extent to which Thomson Reuters' products may contribute to adverse human rights impacts when used by law enforcement agencies, including when Thomson Reuters' products are combined with other surveillance technologies. This assessment should address reasonably foreseeable risks from aggregated or integrated use of surveillance tools by law enforcement or immigration authorities and recommend measures to mitigate such risks. This report should be publicly available, subject to confidentiality and competitive considerations. Mr. Chairman, I move this motion. Thank you.

Thank you, Emma, for your comments. Jenn, can I ask you to second that motion?

Mr. Chairman, to facilitate the business of the meeting, I second the motion.

Thank you, Jenn. On behalf of Thomson Reuters, we appreciate our ongoing engagement with BCGEU. For shareholders, please note that we have presented the company's views on Appendix B of the circular. So in the interest of time, we will not repeat those. Voting on the shareholder resolution will be conducted by ballot. Please mark for, against or abstain in the appropriate box on that ballot. Your Board of Directors is recommending you vote against this motion for the reasons outlined in the circular. [Voting]

Once you have marked your ballot, please print your name, indicate whether you are a shareholder or a proxy holder and sign your name to the ballot. When you are finished, please raise your hand and a scrutineer will collect your ballot. We would ask that everyone who received a ballot, please return it. While we wait for the results of the voting, we will proceed with the remarks. I wish to acknowledge the passing of our dear colleague and Board member, Michael E. Daniels. Mike delivered exceptional judgment, perspective and integrity to Thomson Reuters, informed by a distinguished 36-year career at IBM. We remain deeply grateful for his countless insights and contributions to our company and Board. We extend our heartfelt condolences to his family. The past year deserves reflection. The accelerating pace of change is formidable and ceaseless. We're shaping industries and redefining professions. At the center of this transformative change is artificial intelligence, bringing both immense opportunity and profound responsibility. Leadership in this emerging era of artificial intelligence must adapt quickly, act with integrity and stay anchored in deeply human values. Thomson Reuters is built for precisely this moment. We play an instrumental role in powering the professions that underpin our society, law, tax, audit, risk and compliance and the news. We have earned the trust of those professionals who rely upon us, and we must continue to do so every day. Our company enters 2026 with strong momentum and clear conviction. 1 million users worldwide now rely on CoCounsel, our AI-powered technology. The latter speaks to the trust our customers place in us where the accuracy and precision are essential. We do not carry that responsibility lightly. I wish to thank our Board of Directors for the stewardship over the past year and applaud senior management and the entire team at Thomson Reuters for their unswerving dedication. Lastly, I extend my sincere gratitude to our customers and shareholders for their continued confidence and goodwill. I shall now hand over to Steve Hasker for his remarks.

Thank you, Mr. Chairman, and thanks to all of you for joining us here today. I would like to note that today's meeting contains forward-looking statements and non-IFRS financial measures. Actual results may differ materially due to a number of risks and uncertainties, including those discussed in reports and filings that we provide from time to time to regulatory agencies. You can find these documents on our website or by contacting our Investor Relations department. I'd like to start by reviewing our 2025 performance and then share my views on why we are the best company to train fiduciary grade AI agents and how this sets us apart from our competitors. In 2025, Thomson Reuters delivered a solid performance with full year organic revenue growth of 7%, driven by 9% for the Big 3, which comprises Legal Professionals, Corporates, and Tax, Audit & Accounting Professionals. Our adjusted EBITDA margin exceeded -- expanded 100 basis points to 39.2%, and we generated $1.95 billion in free cash flow. Overall, we met or exceeded all of our 2025 guidance metrics. In 2025, we executed on our product road map built around agentic AI that can carry out complex multistep work with accuracy and accountability. The professionals that we serve need to verify their work, stand behind it and earn their clients' trust every single time. That's the standard that we're delivering. We see 3 tiers of AI solutions that have emerged. First, general purpose productivity tools, broadly useful, but lacking domain depth. Second, professional grade AI built for specific fields where some margin of error is tolerable. And third, fiduciary grade AI, the tier that defines our business at Thomson Reuters. Fiduciary grade AI sets the bar where accuracy, accountability and trust are paramount. It comes down to 4 clear advantages for us. First, our proprietary and authoritative content. Without authoritative data, there is no source of truth and AI outputs cannot be validated. General purpose models trained on broadly available information lack this source of truth. We have spent decades curating proprietary content for Westlaw, Practical Law and Checkpoint, and these are not easily replicable. Second, our deep domain expertise. We have 2,600 subject matter experts that help create our content, train our AI agents and evaluate and validate their outputs. Third, our data privacy and governance. Our message to customers is very clear. Their inputs will not become part of our AI output. Their inputs will not become part of our AI output. When a client's privacy is paramount, we protect their workflows, strategic approaches and confidential information. And fourth, our customer support infrastructure. When a litigator is working through a complex research matter in Westlaw or a CPA needs help understanding intricate tax regulations as they prepare a tax return, they can call out expert reference attorneys and tax analysts. We invest heavily in these capabilities to support our customers and their outcomes. No Frontier model or AI-focused start-up offers this. This past year, our fiduciary grade AI has translated into real momentum. We introduced CoCounsel Legal, powered by deep research and grounded in Westlaw and Practical Law. It marks our first agentic product, an important step forward in how we bring AI into professional workflows. Its strong adoption has given us a clear, repeatable playbook for building AI agents across our portfolio. Early feedback from customers piloting the next generation of CoCounsel Legal has been very encouraging, reinforcing our position as a leader in the legal market. In Tax, Audit & Accounting Professionals, we introduced CoCounsel for tax and audit, ready to revise and ready to review. CoCounsel users who were surveyed see meaningful efficiency gains. And for our corporate customers, we introduced touchless compliance in our OneSource portfolio, which can help reduce compliance cycles by integrating fiduciary grade AI with enterprise tax workflows. We're also building our own legal specific large language model called Thomson, that uses our existing talent, technology trained on our proprietary content and shaped by our deep domain expertise. It has begun to outperform the leading Frontier models on specific legal tasks. We're also applying these capabilities internally. In 2025, more than 85% of our employees were active users of our AI tools, and we had over 300 AI use cases in development across the business. In a world where trust and information is under extraordinary pressure, the independence and integrity of Reuters is not just an asset, it's a higher calling. We are deeply saddened this year by the deaths of our Reuters colleagues, Hussam Al-Masri and Moaz Abu Taha reporting in Gaza. Now more than ever, we are steadfast in our commitment to independent journalism and the safety of journalists worldwide. Reuters recently won 2 Pulitzer Prizes for national reporting and Beat Reporting, bringing our total to 15 Pulitzer Prizes. Excellence in journalism isn't just what we strive for, it's what we deliver. It is with that same enduring commitment to justice, truth and transparency that defines how we show up for the world around us. Through our institute's partnership with the National Center for States Courts, we are helping judges and clerks make more informed decisions around AI adoption and effective use. And I am so proud that our colleagues who contributed more than 63,000 volunteer hours in 2025 through initiatives like our Social Impact Sprint and Global Volunteer Day, a true reflection of the dedication and care that they bring to everything they do. Across Thomson Reuters, from our engineers and our customer success teams to our enabling functions, our colleagues are the driving force behind our progress. What sets them apart is their expertise, their curiosity and their relentless focus on our customers. They turn complexity into clarity and help us deliver trusted solutions that give our customers confidence. To every colleague listening today, you truly inspire us. We will continue to obsess over our customers, compete to win, act and learn fast and grow stronger together. To David and the Board, thank you for your continued guidance and for the trust that you have in our team. And to our shareholders, we remain very grateful for your ongoing dedication and support of Thomson Reuters, allowing us to deliver for all of our stakeholders. Thank you.

So we would now like to take this opportunity to open the floor for questions. If you have a question or remark, please go to one of the microphones so that everyone can hear you clearly. Please identify yourself by name and indicate whether you are a shareholder or a proxy holder representing a shareholder. And as a matter of courtesy, we ask that you please limit yourself to one brief question or remark so that everyone who wishes to participate in this morning's meeting will have a chance to do so. But you're, of course, welcome to line up again, if you'd like to ask another question or offer another remark. So thank you for that, and the microphones are now open.

My name is David Peters, and I'm a shareholder. During the past couple of years, a certain thought has been going through my mind thinking about Thomson Reuters. As in your focus towards artificial intelligence, I'm curious how this affects your human resources strategy? In particular, one human resource management professor explained to me there are companies that in their -- with human resources they try to fill positions. And there's other companies that try to hire people. Anyway. How has this -- how have things affected your human resource strategy and people?

Yes. Well, David, firstly, thank you for your support and for your shareholding. Our Head of HR, chief People Officer, Jason Williams is here, and I'm sure he'd be happy to answer your question in great detail afterwards. But -- so we take great pride in the 27,000 colleagues that work for Thomson Reuters every day, and we take great pride in the culture that has been within this company for generations. And the way I think about it is we have a level of expertise in acumen that's unparalleled in terms of serving the professions that we serve, so legal, tax accounting, audit, government court systems and so forth. And added to that, this is a very collegial company. And I think that comes from the Thomson family, it comes from the Canadian routes and it comes from our routes in the Midwest, particularly around the acquisition many years ago of West Publishing and our position in Eagan, Minnesota. And so added to that in a very, very dynamic environment, we are committed to continue our advantage through that expertise and through that culture. So what you won't see us do as we migrate into this agentic AI era is take our eye off that ball. We're always looking to attract, retain, develop the best people and to create an environment in which they can flourish and thrive and also be themselves. And so we've put all sorts of mechanisms around enabling people sufficient flexibility to live their lives and contribute meaningfully to TR and in the communities that they operate. So again, David, happy to talk more about that afterwards, but I would finish with 2 thoughts. One is we are very, very proud of our track record in attracting, retaining and developing the best talent to date, but we are not, for a nanosecond, arrogant or naive about how competitive this marketplace is and will continue to be for the best talent globally. And so we need to continue to improve and continue to refine and develop the support we provide to our employees. Thanks, David. Our remarks seem to have covered the territory, David. All right. Well, since there are no further questions, I'd like to hand the meeting back to our Chairman, David Thomson. And again, thank you all for being here today and for your support.

Thanks, Steve. I will now report on the voting tabulation based on preliminary results provided to us by the scrutineers. We wish to report that more than 92% of the eligible shares are voted at this meeting. I'm pleased to report that the 14 Director nominees standing for election have been elected as directors of the corporation to hold office until the next Annual Meeting of Shareholders. Each nominee received in excess of 97% votes in favor. I can also report PricewaterhouseCoopers LLP has been appointed as auditor of the corporation until the next Annual Meeting of Shareholders, and that the directors have been authorized to fix their remuneration. Over 99% voted in favor. I'm pleased to confirm that the advisory resolution on our approach to executive compensation has been approved. Over 99% voted in favor. And I can confirm that the shareholder proposal set forth in the circular has not been approved. Over 95% voted against the shareholder proposal and over 3% voted for the proposal. The specific details of the voting results are expected to be made publicly available and posted on SEDAR tomorrow. If there are no further questions, I believe Jenn Ruddick has a motion to terminate the meeting.

Mr. Chairman....

I wonder if I could just ask 1 question. My name is Terry Constant, and I'm a shareholder. A few weeks ago, I had 500 shares, now I got 492 shares. I know there was some return of capital. I just wondered if you could explain what the reasoning was for making such a minor change in the share numbers because it means now going back to the market to round it off again.

I think our CEO would like to answer that question, but I do share your trepidation. You need to get back up. Do you know?

Terry, first, thanks for your support and for being here today. So the sort of overly simplistic answer to your question is, we have what we call a balanced capital allocation approach. So we focus on expanding the dividend. We focus on making acquisitions that will create value for shareholders. And then we have a relatively regular cadence of returns of capital, which is the transaction you referred to and when the opportunity arises, the share buybacks. And so the return of capital was another one of those, which reflected the last portion of the proceeds of the sale of the Financial and Risk business to the London Stock Exchange Group and the sell-down of our shareholding in LSEG. And so we felt it important to return that capital and complete in a sense that transaction through that return of capital. But I apologize that it's created a headache for you in terms of rounding up the holding.

Yes. Okay. I guess that explains it. Just complicates life.

Yes. I understand. Apologies for that.

Thank you.

Mr. Chairman, I move that the meeting terminate.

Thank you, Jenn. May I call upon, Chad MacLean, Treasurer at Thomson Reuters, to second that motion.

Mr. Chairman, I second the motion.

Thank you, Chad. Ladies and gentlemen, that concludes this meeting. On behalf of Thomson Reuters and our Board, I would like to thank you for attending our annual meeting today. This meeting is now terminated. Please join us for refreshments. Our directors and officers are wearing Thomson Reuters name tags and are available for questions. Thank you very much.