CONFORMED COPY
18 February 1998
THE PRESS ASSOCIATION LIMITED
and
NPA NOMINEES LIMITED
and
AAP INFORMATION SERVICES PROPRIETARY LIMITED
and
NEW ZEALAND PRESS ASSOCIATION LIMITED
and
REUTERS FOUNDERS SHARE COMPANY LIMITED
and
REUTERS GROUP PLC
DEED OF MUTUAL COVENANT
This DEED OF MUTUAL COVENANT is made the 18 day of February 1998
BETWEEN:
(1) THE PRESS ASSOCIATION LIMITED (No. 4197) (the "PRESS ASSOCIATION"),
a company incorporated in England whose registered office is at 00 Xxxxx
Xxxxxx XX0X 0XX;
(2) NPA NOMINEES LIMITED (No. 1781639 ("NPA NOMINEES"), a company
incorporated in England whose registered office is at 00 Xxxxxxxxx
Xxxxxx Xxxx, Xxxxxx XX0 0XX;
(3) AAP INFORMATION SERVICES PROPRIETARY LIMITED ("AAP SERVICES"), a company
incorporated in the state of Victoria, Australia whose registered office
is at 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxx;
(4) NEW ZEALAND PRESS ASSOCIATION LIMITED ("NEW ZEALAND PRESS ASSOCIATION"),
a company incorporated in New Zealand whose registered office is at
Newspaper House, 00 Xxxxxxxx Xxxxxx, XX Xxx 0000, Xxxxxxxxxx,
Xxx Xxxxxxx;
(5) REUTERS FOUNDERS SHARE COMPANY LIMITED (No. 1812511) (the "FOUNDERS
SHARE COMPANY"), a company incorporated in England whose registered
office is at 00 Xxxxx Xxxxxx, Xxxxxx XX0X 0XX; and
(6) REUTERS GROUP PLC (No. 329675) ("REUTERS GROUP"), a company incorporated
in England whose registered office is at 00 Xxxxx Xxxxxx, Xxxxxx XX0X
0XX on its own behalf and on behalf of Reuters Holdings Plc.
WHEREAS:
(A) By an Agreement called an "Agreement of Trust" dated 9 July 1953 (as
subsequently amended) and made between the Press Association, The
Newspaper Proprietors Association Limited (now called The Newspaper
Publishers Association Limited), Australian Associated Press and the
New Zealand Press Association (the "1953 AGREEMENT"), the parties
thereto agreed (as the holders of all the stock of Reuters Limited
then in issue) to comply with the principles set out in it in respect
of their holdings of stock in Reuters Limited.
(B) The parties (in (A) above) entered into a deed of mutual covenant
dated 9 May 1984 following the reconstruction of Reuters Limited and
the acquisition of the whole of its issued voting share capital by
Reuters Holdings in order to record the terms on which they agreed to
ensure that the Reuter Trust Principles (as defined in this Agreement)
were complied with and the terms upon which the `A' Shares (as defined
in that Deed) in Reuters Holdings were to be held.
(C) The Founders Share Company is a company limited by guarantee not
having a share capital whose objects as amended by special resolution
passed on 18 December 1997 include holding the Founders Share (as
defined in this Deed) and entering into the 1984 Deed of Mutual
Covenant (and all subsequent alterations of, additions to or
substitutions for it).
(D) The deed of mutual covenant (in (B) above) was subsequently amended by
a Supplemental Deed dated 31 January 1989 (the "FIRST SUPPLEMENTAL
DEED"); by a Supplemental Deed 31 March 1989 (the "SECOND SUPPLEMENTAL
DEED"); by a Supplemental Deed dated 26 October 1989 (the "THIRD
SUPPLEMENTAL DEED"); by a Supplemental Deed dated 26 April 1984 (the
"FOURTH SUPPLEMENTAL DEED"); and by a Supplemental Deed dated 18 July
1985 (the "FIFTH SUPPLEMENTAL DEED") (together the "1984 DEED OF
MUTUAL COVENANT").
(E) The parties have agreed to enter into this Deed as part of the
re-organisation of Reuters Holdings whereby the issued voting share
capital of Reuters Holdings will be cancelled through a scheme of
arrangement (the "SCHEME") under Section 425 of the Companies Xxx 0000
(as amended) (the "ACT"). In return for the cancellation of such
shares, cash and shares in Reuters Group will be issued to the
shareholders of Reuters Holdings and the current arrangements in
connection with the Founders Share held by the Founders Share Company
will be replicated in the Articles of Association of Reuters Group and
in this Deed.
(F) The amendments made by the First, Second, Third, Fourth and Fifth
Supplemental Deeds will be consolidated in this Deed.
NOW THIS Deed WITNESSES as follows:
1. INTERPRETATION
1.1 In this Deed, the Reuter Trust Principles mean:-
(a) that Reuters shall at no time pass into the hands of any
one interest, group or faction;
(b) that the integrity, independence and freedom from bias of
Reuters shall at all times be fully preserved;
(c) that Reuters shall supply unbiased and reliable news
service 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;
(d) that Reuters shall pay due regard to the many interests
which it serves in addition to those of the media; and
(e) 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 the
international news and information business.
1.2 In this Deed (including in the Recitals), the following words and
expressions have the meanings set out opposite them unless the
context otherwise requires:-
THE ASSOCIATIONS means the Press Association, NPA Nominees, AAP
Services and New Zealand Press Association
CHANGE OF CONTROL means a change or changes (whether as a result
of a single action or event or a series of actions or events)
whereby the ability to control the board of directors of an
Association (including the ability to control, appoint or remove
a majority of such directors) is acquired by or becomes vested in
persons other than the present members of that Association and
their respective Affiliates for the time being
DISTRESS NOTICE means a notice of the occurrence of a
Relevant Event given pursuant to Clause 5.5, 5.6 or 5.7 by (or on
behalf of) one of the Associations or by the Founders Share
Company in respect of any of them
FORM OF UNDERTAKING means a Deed in the form set out in the Appendix
to this Deed
FOUNDERS SHARE means the Founders Share of #1 of Reuters Group
THE FOUNDERS SHARE COMPANY'S ARTICLES means the Articles
of Association of the Founders Share Company, as altered from time
to time
THE FOUNDERS SHARE COMPANY BANK ACCOUNT means a bank account in the
name of "Reuters Founders Share Company Limited" with a United
Kingdom clearing bank nominated by the Founders Share Company from
time to time
FUNDAMENTAL CHANGE means a change or changes (whether as a result
of a single action or event or a series of actions or events)
whereby NPA or a Newspaper Association ceases to be an entity
whose principal business (for this purpose disregarding any
shares in Reuters Group owned by that person) concerns the
representation of the interests of and/or the provision of news
agency services to the national and/or regional and/or provincial
newspaper publishing industries in the United Kingdom and
Ireland, in Australia or in New Zealand (as the case may be)
NEWSPAPER ASSOCIATION means one of the Three Newspaper Associations
NOMINATION COMMITTEE means the committee which, in accordance
with the Founders Share Company's Articles, is responsible for
nominating Reuter Trustees for appointment
NPA means The Newspaper Publishers' Association Limited
THE OFFICE means the registered office of Reuters Group from time to
time
THE OPERATIVE DATE means the date on which this Deed takes effect in
accordance with the provisions of Clause 2
REUTER TRUSTEES means the persons who are members and directors of
the Founders Share Company from time to time
REUTERS means Reuters Group and every subsidiary of Reuters Group
from time to time supplying news services
REUTERS HOLDINGS means Reuters Holdings PLC
REUTERS GROUP'S ARTICLES means the Articles of Association of
Reuters Group, as altered from time to time
THE THREE NEWSPAPER ASSOCIATIONS means the Press Association, AAP
Services and New Zealand Press Association
WHOLLY OWNED SUBSIDIARY means a wholly owned subsidiary within the
meaning of section 736 of the Companies Xxx 0000.
1.3 In this Deed, the expression "Relevant Event" means:-
(a) in relation to each of the companies referred to in this
Clause 1.3:-
(i) the appointment of a receiver in respect of all or
a substantial part of its assets; or
(ii) the making of an order by a
court of competent jurisdiction for the compulsory
winding-up of the company;
(b) in relation to the Press Association:-
(i) a Change of Control; or
(ii) a Fundamental Change;
(c) in relation to NPA, a Fundamental Change;
(d) in relation to AAP Services:-
(i) a Change of Control;
(ii) a Fundamental Change; or
(e) in relation to New Zealand Press Association:-
(i) a Change of Control; or
(ii) a Fundamental Change.
1.4 In this Deed, bodies corporate shall be taken to be Affiliates of one
another if:-
(a) one is a wholly owned subsidiary of the other; or
(b) they are both wholly owned subsidiaries of a third
body corporate.
1.5 Words or expressions used in this Deed in the masculine gender and/or
singular form include these words or expressions in the feminine or
neuter gender and plural form (as the case may be), and in each case
vice versa.
1.6 In this Deed, words denoting persons include bodies corporate.
1.7 Neither the table of contents of nor the headings in this Deed affect
its interpretation.
1.8 Unless otherwise indicated, references to Clauses and the Appendix in
this Deed are references to Clauses and the Appendix of this Deed.
1.9 In this Deed, any reference to any statute or statutory provision
(other than section 736 of the Companies Act 1985) shall be construed
as including a reference to any statutory modification or
re-enactment thereof from time to time in force.
1.10 No provision of this Deed shall be construed as having the effect of
preventing any of the parties from engaging in any trade or business
in competition with Reuters Group or any subsidiary thereof or with
any of the other parties hereto or of imposing any obligation on any
of the parties to take, buy or accept or otherwise acquire the goods
or services of any of the parties or of any of its subsidiaries.
1.11 The written consent of the Founders Share Company shall be deemed to
have been given for any of the purposes of this Deed if, and only if,
a certificate signed on behalf of the Founders Share Company by not
less than two of the Reuter 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 Reuter Trustees (in their
capacity as directors of the Founders Share Company) or by written
resolution of the Reuter Trustees (in their capacity as directors of
the Founders Share Company) pursuant to Regulation 37 of the Founders
Share Company's Articles.
1.12 References in this Deed to Regulation numbers of Reuters Group's
Articles and of the Founders Share Company's Articles are to the
Regulations bearing that number at the date of this Deed.
2 OPERATIVE DATE
The provisions of this Deed shall take effect at such time as the
Scheme becomes effective (the "OPERATIVE DATE"). The Scheme will
become effective as soon as an office copy of the order of the High
Court in England and Wales sanctioning the Scheme under Section 425
of the Act and confirming under Section 137 of the Act the reduction
of capital provided for by the Scheme shall have been delivered to
the Registrar of Companies in England and Wales for registration and,
in the case of the confirmation of the reduction of capital,
registered by him.
3 TERMINATION OF PRIOR AGREEMENTS
On the Operative Date the 1984 Deed of Mutual Covenant shall
automatically terminate and be of no further effect save for any
obligations of Reuters Holdings under Paragraph 5 of Part II of the
Second Schedule to the Second Supplemental Deed ("Indemnities and
Administrative Services") arising prior to the Operative Date.
4 REUTER TRUST PRINCIPLES
4.1 Each of the Associations, being resolved to safeguard the principles,
the character and the reputation of Reuters, severally covenants with
the other Associations severally and with the Founders Share Company
and Reuters Group severally to use its best endeavours (subject as
provided in Clauses 1.10, 4.3 and 4.4) to ensure that the Reuter
Trust Principles are complied with.
4.2 Each of the Founders Share Company and Reuters Group severally
covenants with each of the Associations severally to use its best
endeavours (subject as provided in Clause 4.4) to ensure that the
Reuter Trust Principles are complied with.
4.3 The obligations of each of the Associations under Clause 4.1 shall be
deemed to have been satisfied by the proper discharge by each of the
Associations of their respective obligations under Clause 5 in order
to ensure (in so far as by the proper exercise of such rights and the
proper discharge of such obligations each such party is respectively
able to do so without incurring any expenditure or pecuniary
liability) that the Reuter Trust Principles are complied with.
4.4 No party to this Deed shall be obliged by the provisions of this
Clause4 to purchase or subscribe or otherwise to acquire, or to sell,
transfer or otherwise dispose of, or deal in any manner in shares or
other securities of Reuters Group or to refrain from doing any such
thing.
5 APPOINTMENT OF REUTER TRUSTEES
5.1 Each of the Three Newspaper Associations severally covenants with
each other of the Three Newspaper Associations severally and with NPA
Nominees, the Founders Share Company and Reuters Group severally to
exercise its respective rights under the Founders Share Company's
Articles to appoint one person to be a member of the Nomination
Committee from time to time.
5.2 Subject to the provisions of Clause 5.9, NPA Nominees covenants with
each of the Three Newspaper Associations severally and with the
Founders Share Company and Reuters Group severally to exercise its
right under the Founders Share Company's Articles to appoint one
person to be a member of the Nomination Committee from time to time
in accordance with the directions in writing of NPA.
5.3 The Founders Share Company covenants with each of the Three Newspaper
Associations severally and with NPA Nominees and Reuters Group
severally that no person shall be admitted to membership of the
Founders Share Company unless he shall first have executed and
delivered a Form of Undertaking.
5.4 The Founders Share Company covenants with each of the Three Newspaper
Associations severally and with NPA Nominees that, subject to the
provisions of Clause 5.8, every person duly nominated and approved as
a Reuter Trustee in accordance with the Founders Share Company's
Articles and the provisions of this Deed shall be admitted to
membership and become a director of the Founders Share Company
forthwith upon execution under seal and delivery by such person of a
Form of Undertaking.
5.5 Each of the Three Newspaper Associations severally covenants with
each other of the Three Newspaper Associations severally and with NPA
Nominees, the Founders Share Company and Reuters Group severally that
it will give a Distress Notice forthwith to each of them if a
Relevant Event shall occur in respect of it.
5.6 Subject to the provisions of Clause 5.9, NPA Nominees covenants with
each of the Three Newspaper Associations severally and with the
Founders Share Company and Reuters Group severally that it will give
a Distress Notice forthwith to each of them if NPA directs it in
writing so to do by reason of a Relevant Event having occurred in
respect of NPA.
5.7 The Founders Share Company shall, if it has by resolution of the
Reuter Trustees in accordance with Regulation 30(i) of the Founders
Share Company's Articles so resolved, give a Distress Notice to each
of the Three Newspaper Associations, NPA Nominees and Reuters Group
that a Relevant Event has occurred in respect of one of the Newspaper
Associations.
5.8 If a Distress Notice is duly given by one of the Three Newspaper
Associations, or by the Founders Share Company in respect of any of
the Three Newspaper Associations then if the Distress Notice is given
by (or by the Founders Share Company in respect of) any of the Three
Newspaper Associations the obligations of that Newspaper Association
under Clause 5.1 shall cease.
5.9 If:-
(a) NPA shall fail (for whatever reason) to give a direction
in writing to NPA Nominees with respect to the
appointment of a person to the Nomination Committee; or
(b) a Distress Notice is duly given by NPA Nominees, or by
the Founders Share Company, in respect of NPA:
then:-
(i) the provisions of Clause 5.2 and Clause 5.6 shall
forthwith cease to have effect; and
(ii) the provisions of Clause 5.10 shall forthwith take
effect.
5.10 Subject to the provisions of Clause 5.9, NPA Nominees covenants with
each of the Three Newspaper Associations severally and with the
Founders Share Company and Reuters Group severally to exercise its
rights under the Founders Share Company's Articles to appoint one
person to be a member of the Nomination Committee from time to time.
5.11 The giving of a Distress Notice by any of the Associations, or by the
Founders Share Company in respect of any of them, shall not prejudice
any right or remedy of any party to this Deed against such person.
6 ADDITIONAL COVENANTS WITH THE FOUNDERS SHARE COMPANY
6.1 Reuters Group covenants with the Founders Share Company that its
Board of Directors and the respective Boards of Directors of its
wholly owned subsidiaries will in the performance of their respective
functions have due regard to the Reuter Trust Principles and to the
rights and duties of the Reuter Trustees set out in the Founders
Share Company's Articles in so far as by the proper exercise of their
respective powers by such Boards of Directors and in accordance with
the other duties of directors those principles are capable of being
observed by such Boards of Directors.
6.2 Reuters Group covenants with the Founders Share Company that it will
forthwith give to the Founders Share Company full particulars of
every inscription made in its registers of interests in shares and
their associated indexes (if any) kept in accordance with section 211
of the Companies Xxx 0000 and Regulation F.15 of Reuters Group's
Articles and that it will forthwith upon request by the Founders
Share Company give to the Founders Share Company a copy or copies of
such registers and/or indexes or any part or parts thereof.
6.3 Each of the Associations severally covenants, and Reuters Group
covenants, with the Founders Share Company that it will give notice
to the Founders Share Company of any single action or event or series
of
actions or events which become known to it and which, in the opinion
of such Association or of Reuters Group, as the case may be, would or
might result in a breach of the Reuter Trust Principles.
7 INDEMNITIES AND ADMINSTRATIVE SERVICES
7.1 Reuters Group covenants with the Founders Share Company (both for the
benefit of the Founders Share Company and as trustee for the Reuter
Trustees from time to time) that Reuters Group will pay into the
Founders Share Company Bank Account on demand all such sums of money
as the Founders Share Company shall from time to time certify are
required by it:-
(a) to indemnify the Reuter Trustees in respect of their
travelling, hotel and other reasonable expenses incurred in
attending and returning from all meetings of the Reuter
Trustees as directors and members of the Founders Share
Company and in carrying on the functions of the Founders
Share Company, including (but without limitation) the
exercise of the rights, powers and duties exercisable by the
Founders Share Company and by the Reuter Trustees;
(b) to indemnify the Founders Share Company in respect of all
disbursements, fees and expenses which have been incurred or
paid or will or may become liable to be incurred by it
including in particular (but without limitation) all
expenses incurred in enforcing the Reuter Trust Principles
and any other provisions contained in this Deed and in
carrying out the objects of the Founders Share Company,
whether by judicial proceedings or otherwise;
(c) to indemnify the Founders Share Company in respect of the
fee payable to the Chairman of the Reuter Trustees, with
effect from 1 January 1993, at the rate of twenty thousand
pounds per annum, accruing from day to day in accordance
with the Articles of Association of the Founders Share
Company;
(d) to comply with all statutory requirements from time to time
in force (and whether arising under taxation statutes or
statutes relating to companies or otherwise) and applicable
to the Founders Share Company; and
(e) to permit the Founders Share Company to maintain in the
Founders Share Company Bank Account a credit balance of
approximately ten thousand pounds to enable the Founders
Share Company to discharge any such fees, costs and expenses
as are referred to in this Clause 7.
7.2 Reuters Group covenants with the Founders Share Company to pay on
demand the cost of (or at the option of the Founders Share Company
procure the provision without cost to the Founders Share Company of)
all company secretarial services and other ancillary administrative
services which the Founders Share Company may from time to time
request.
7.3 Reuters Group shall be entitled to pay any sum due under this Clause
7 (other than any sum due pursuant to Clause 7.1(e)) into the
Founders Share Company Bank Account on terms that any sum so paid and
which shall not within 30 days of being so paid have been utilised
for the certified purpose shall forthwith on request in writing from
Reuters Group be refunded to Reuters Group.
7.4 The obligations of Reuters Group to make any payment into the
Founders Share Company Bank Account under this Clause7 shall not be
affected by, nor shall the amount of any such payment be reduced on
account of, any contractual or common law right of set-off, or any
amount counter-claimed by Reuters Group in respect of any sum owing,
or alleged to be owing, from the Founders Share Company to Reuters
Group.
8 VARIATION AND TERMINATION
8.1 Subject to the provisions of this Clause 8, the provisions of this
Deed may be varied at any time by a supplemental deed between such of
the parties as are required to consent to such variation by this
Clause 8.
8.2 No variation may be made to this Deed without the written consent of
each of the Associations and the Founders Share Company.
8.3 No variation may be made to this Deed which would extend or increase
the obligations or liabilities of any party to this Deed without
written consent of that party.
8.4 This Deed may be terminated at any time with the written consent of
each of the Associations and the Founders Share Company.
9 CHANGES IN PARTIES
9.1 Each of the parties to this Deed severally covenants with each of the
Associations and the Founders Share Company severally that it will
not assign or sub-contract any of its rights or sub-contract the
performance of any of its obligations under this Deed (except the
performance of administrative duties).
10 RELATIONSHIP OF THE PARTIES
Save as expressly provided in relation to Reuters Group in Clause
12.4, this Deed shall not constitute any party hereto the agent of
any other party, nor shall it constitute a partnership between any of
the parties.
11 NOTICES
11.1 Any notice or other communication under this Deed shall be in writing
and in English.
11.2 Any such notice or other communication may be given by letter
delivered, or sent postage prepaid by first class post, to the
recipient at its address stated herein. Any such notice or other
communication may be given by telex or facsimile transmission to the
recipient, but any such notice or other communication so given shall
promptly be confirmed by letter.
11.3 The address of any party to this Deed may be changed by notice given
to each person who at the date of the giving of such notice is a
party to this Deed.
11.4 Any notice or other communication delivered to the recipient shall be
deemed to have been received on delivery. Any notice or other
communication sent by first class post shall be deemed to have been
received forty-eight hours after being put in the post if sent within
the United Kingdom and seven days after being put in the post if sent
to or from an address outside the United Kingdom. Any notice or other
communication sent by telex or facsimile transmission shall be deemed
to have been received twenty-four hours after despatch.
12 GOVERNING LAW AND JURISDICTION
12.1 This Deed shall be governed by and construed in accordance with the
laws of England.
12.2 Each of the parties to this Deed irrevocably submits to the
non-exclusive jurisdiction of the English courts and waives any
objection to proceedings in any such court on the grounds of venue or
on the grounds that the proceedings have been brought in an
inconvenient forum or any similar grounds.
12.3 The provisions of Clause 12.2 shall not affect the right of any party
to this Deed to take proceedings in any other jurisdiction in which
jurisdiction can be founded.
12.4 Each of the parties to this Deed not having its registered office in
the United Kingdom irrevocably appoints Reuters Group as its agent
for service of process in any proceedings brought before any English
court. Reuters Group irrevocably accepts such appointment. The
provisions of this Clause 12.4 shall not affect the right to serve
process in any manner permitted by law.
IN WITNESS whereof this Deed has been executed by the parties on the
date first above written.
SIGNED by
THE PRESS ASSOCIATION
LIMITED acting by:
X X Xxxxx
------------------------ X X XXXXX
Director X X XXXXXXX
X X Xxxxxxx
------------------------
Director
THE COMMON SEAL of
NPA NOMINEES LIMITED was
hereunto affixed in the presence
of:
Sir Xxxxx Xxxxxx
------------------------ XXXXX XXXXXX
Director S XXXX
X Xxxx
------------------------
Director
THE COMMON SEAL of
AAP INFORMATION
SERVICES PROPRIETARY
LIMITED was hereunto affixed in
the presence
of:
X X Xxxxx
------------------------ X X XXXXX
Director X X XXXXXX
X X Xxxxxx
------------------------
Director/Secretary
J Maasland as attorney for
NEW ZEALAND PRESS
ASSOCIATION LIMITED J MAASLAND
THE COMMON SEAL of
REUTERS FOUNDERS SHARE
COMPANY LIMITED was
hereunto affixed in the presence
of:
Xxxx Xxxxxx-Xxxxxxxxx
------------------------
Director
Xxx Xxxxx Xxxxxx XXXXXX-XXXXXXXXX
------------------------ XXXXX XXXXXX
Director
SIGNED by
REUTERS GROUP PLC
acting by:
X X Xxxxxx
------------------------ X X XXXXXX
Director XXXXX X XXXXXXX
Xxxxx X Xxxxxxx
------------------------
Director
THE APPENDIX
Form of Undertaking
TO: Reuters Founders Share Company Limited
Reuters Group Plc
The Press Association Limited
NPA Nominees Limited (on behalf of the
Newspapers Publishers Association Limited)
AAP Information Services Proprietary Limited
New Zealand Press Association Limited
I,
of
HEREBY UNDERTAKE that upon my becoming a Reuter Trustee (as defined in the
Articles of Association of Reuters Founders Share Company Limited) and so
long as I shall be a Reuter Trustee I shall exercise all the voting and other
rights and powers vested in me as a Reuter Trustee to secure that:-
(a) the Reuter Trust Principles (as defined in the Memorandum of
Association of Reuters Founders Share Company Limited) are generally
observed by Reuters Group PLC and every subsidiary for the time being
of Reuters Group PLC and by Reuters Founders Share Company Limited;
(b) every person duly nominated to be a Reuter Trustee in accordance with
the Articles of Association of Reuters Founders Share Company Limited
shall forthwith be admitted to membership of Reuters Founders Share
Company Limited; and
(c) the provisions of the Articles of Association of Reuters Founders
Share Company Limited relating to the nomination and admission of
persons to be Reuter Trustees shall not be amended without your prior
written consent.
IN WITNESS whereof I have hereunto set my hand this day of .
SIGNED AS A DEED AND DELIVERED
by the above named
in the presence of:-
Witness
Address
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