REUTERS GROUP PLC ANNUAL REPORT AND ACCOUNTS 1999

Preserving Reuters independenceCustomers in all parts of the world depend on Reuters to provide them with reliable and objective news and information.Reuters therefore has a special need to safeguard its independence and integrity and avoid any bias which may stem from controlby any particular individuals or interests. Reuters share structure includes two mechanisms specifically designed to prevent thishappening:No shareholder may own 15% or more shares.There is a single founders share, in addition to the publicly traded ordinary shares. This may be used to outvote all ordinaryshares if other safeguards fail and there is an attempt to seize control of the company. “Control”, for this purpose, means 30%of the shares.The Reuters Trust Principles, which are protected by the founders share, also impose further obligations. The principles and a listof the trustees are set out below.THE REUTERS TRUST PRINCIPLESReuters is dedicated to preserving its independence, integrity and freedom from bias in the gathering and dissemination of news and information. The ReutersFounders Share Company Limited, of which all Reuters trustees are directors, was established to safeguard those qualities. The trustees have a duty to ensure that,as far as they are able by the proper exercise of the powers vested in them, the Reuters Trust Principles are observed. These are:• That Reuters shall at no time pass into the hands of any one interest, group or faction;• That the integrity, independence and freedom from bias of Reuters shall at all times be fully preserved;• That Reuters 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 Reuters has or may have contracts;• That Reuters shall pay due regard to the many interests which it serves in addition to those of the media; and• That no effort shall be spared to expand, develop and adapt the news and other services and products of Reuters so as to maintain its leading position in theinternational news and information business.If the trustees believe that any person, together with any associates, is seeking to obtain or has obtained control of Reuters Group PLC, a majority of the Reuterstrustees may require the votes attaching to the Founders Share to be exercised. “Control” means the ability to control the exercise of 30% or more of the voteswhich may be cast on a poll at general meetings of Reuters Group PLC. In such circumstances, the Founders Share Company has the right at any general meetingof Reuters Group PLC to cast sufficient votes to pass any resolution supported by, and to defeat any resolution opposed by, the Founders Share Company.Any two Reuters trustees may require the votes attaching to the Founders Share to be cast against any resolution which would alter any of the articles of associationof Reuters Group PLC relating to the Reuters Trust Principles and the rights of the Founders Share. In such circumstances, the Founders Share confers upon theFounders Share Company the right to cast sufficient votes to defeat that resolution.The Reuters trustees are: Pehr Gyllenhammar (Chairman); Len Berkowitz; The Rt. Hon the Lord Browne-Wilkinson; Sir Michael Checkland; David Cole CBE;Robert Erburu; Toyoo Gyohten; Jacques de Larosière de Champfeu KBE; Sir Christopher Mallaby GCMG GCVO; Dame Sheila Masters DBE; Sir William PurvesCBE DSO; Jaakko Rauramo; Michael Robson; Arthur Ochs Sulzberger; Lyle Turnbull AO; Richard Winfrey.Following the capital reorganisation in 1998 the Founders Share in Reuters Holdings PLC was cancelled and a Founders Share with like rights was issued byReuters Group PLC to the Reuters Founders Share Company Limited.78 Reuters Group PLC Annual Report 1999