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If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
On May 14, 2007, the Thyssen Bornemisza Continuity Trust (the "Former Trust") was reorganized (the "Reorganization"). In connection with the reorganization, the Former Trust transferred its shares of Favorita Holding Limited ("Favorita") to Kaszony Trustees Limited, as trustee to the TB Continuity II Trust. Favorita is the parent company of TBG Holdings NV ("TBG"). TBG is the parent company of Urvanos Investments Ltd ("Urvanos"). Urvanos owns 958,859 shares of Class A common stock and 13,750,000 shares of Class B common stock of IHS Inc. |
(2) |
Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock converts automatically, without any action by the holder, into one share of Class A common stock upon the earlier of: (1) any transfer, whether or not for value, except for (a) transfers to any trust, so long as such trust is the sole owner, directly or indirectly, of TBG and the principal beneficiary of such trust is Georg Heinrich Thyssen-Bornemisza; and |
(3) |
(b) transfers to any corporate entities, partnerships or other similar entities, so long as the Thyssen-Bornemisza Continuity Trust or any trust described in (a) above directly or indirectly wholly-owns such entities; (2) the death of Georg Heinrich Thyssen-Bornemisza; (3) November 16, 2009; and (4) the date on which holders of Class B common stock do not own at least 22% of the aggregate number of shares of Class A common stock and Class B common stock then outstanding, as determined by the Board of Directors of IHS Inc. |