REUTERS GROUP PLC ANNUAL REPORT AND ACCOUNTS 1999

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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
Other information for shareholdersInformation for investors can be found on Reuters website http://www.reuters.com/ORDINARY SHARESA register of shareholders’ interests is kept at the company’s head office and is available for inspection on request. The register includes information on nomineeaccounts and their beneficial owners.Hoare Govett and Cazenove & Co. offer low cost share dealing services for existing and potential Reuters shareholders. Further information can be obtained fromHoare Govett Corporate Finance Limited’s Low Cost Dealing Department, 250 Bishopsgate, London EC2M 4AA (Tel: (0)20 7678 8300) and Mrs Nancy Young,Postal Dealing Department, Cazenove & Co., 12 Tokenhouse Yard, London EC2R 7AN (Tel: (0)20 7606 1768).Reuters has arranged for Barclays Stockbrokers Limited to provide a Reuters Maxi Individual Savings Account (ISA) for UK residents. The ISA allows investmentin Reuters ordinary shares and cash. Further information can be obtained from Barclays Stockbrokers (Tel: 0845 601 5000). All 0845 calls are charged at localrates; you can only use this number if you are calling from the UK. For your security calls are recorded and randomly monitored. Barclays Stockbrokers Limited isa member of the London Stock Exchange and is regulated by the Securities and Futures Authority Limited.Dividends and earningsOrdinary shareholders have received the following dividends in respect of each financial year:1999 1998 1997 1996 1995Interim 3.65p 3.4p 3.1p 2.75p 2.3pFinal (1999 proposed) 11.00p 11.0p 9.9p 9.00p 7.5p14.65p 14.4p 13.0p 11.75p 9.8pBasic earnings per ordinary share 30.2p 26.7p 24.0p 27.3p 23.2pOrdinary shareholders living in selected countries outside the United Kingdom can have their dividends paid directly into their bank accounts in local currency.Any shareholders interested in this service, for which there is a small charge, should contact the registrar (address on page 89).Analysis of shareholdings at 31 December 1999Excluding Reuters ordinary shares held by employee share ownership trusts,there were 1,402 million shares in issue, analysed as in the chart opposite.There were 29,634 shareholders on the ordinary share register.Note 1: Includes UK unit trusts and US mutual fundsNote 2: Includes all holdings below 100,000 shares, except for individuals,whose holdings are analysed below this level.Pension funds 31%Insurance companies 18%Investment funds and trusts (note 1) 14%American Depositary Shares 11%Individuals 4%Corporate holdings 2%Non-profit organisations 2%Foreign governments 1%Others (note 2) 17%Reuters Group PLC Annual Report 1999 79
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REUTERS GROUP PLC ANNUAL REPORT AND
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2 Financial highlights3 Five year s
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From the Chairman.Theus now is Inte
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Reuters, wherChief Executive Peter
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Peter Job talks about theprojection
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TO FIND OUT MORE VISITwww.reuters.c
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Board of Directors1 2 34 567 8Non-e
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Financial Review and Statements Con
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the world. In 1999, television, tex
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appointments of non-executive direc
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EXECUTIVE DIRECTORS’ SERVICECONTR
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Page 33 and 34: Statement of directors’ responsib
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Page 37 and 38: growth of 6% at comparable rates. I
Page 39 and 40: OtherYear to 31 December£m 1999 19
Page 41 and 42: ownership trust compared with £7 m
Page 43 and 44: market value of the Greenhouse Fund
Page 45 and 46: through internet-based infrastructu
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Page 49 and 50: 2. Operating costs1999 % 1998 % 199
Page 51 and 52: 4. Taxation on profit on ordinary a
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Page 55 and 56: 11. Analysis of net fundsBANK/OTHER
Page 57 and 58: 12. Derivatives and other financial
Page 59 and 60: Reconciliation of movements in shar
Page 61 and 62: 15. Tangible assetsOFFICECOMPUTER E
Page 63 and 64: 17. Stocks1999 1998 1997£M £M £M
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Page 67 and 68: 26. Capital and reservesPROFIT ANDC
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Page 71 and 72: 32. Acquisitions and disposalsDurin
Page 73 and 74: Balance sheet of Reuters Group PLC
Page 75 and 76: Accounting policiesAccounting basis
Page 77 and 78: Summary of differences between UK a
Page 79: 38. Adjustments to shareholders’
Page 83 and 84: Financial diary for 2000Tuesday 8 F
Page 85 and 86: 1999 1998H1 H2 FY H1 H2 FYCosts £M
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Page 91: Where to find usCorporate headquart
Page 94: www.reuters.com/ REUTERS GROUP PLC
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REUTERS GROUP PLC ANNUAL REPORT AND ACCOUNTS 1999

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