TMX Group Limited — Capital/Financing Update 2024

May 3, 2024

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. The securities offered hereby have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or any U.S. state securities laws. Accordingly, the securities may not be offered, sold or delivered, directly or indirectly, in the United States (the “ United States ”) except in transactions exempt from the registration requirements under of the U.S. Securities Act and applicable U.S. state securities laws. This short form base shelf prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States. See “Plan of Distribution”.

This short form base shelf prospectus has been filed under legislation in each of the provinces and territories of Canada that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities, except where an exemption from such delivery requirements is available. This short form base shelf prospectus has been filed in reliance on an exemption from the preliminary base shelf prospectus requirement for a wellknown seasoned issuer.

This short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. Information has been incorporated by reference in this short form base shelf prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of TMX Group Limited at 300 – 100 Adelaide Street West, Toronto, Ontario, Canada, M5H 1S3, Telephone: 1-888-873-8392, and are also available electronically at www.sedarplus.ca.

SHORT FORM BASE SHELF PROSPECTUS

NEW ISSUE

May 3, 2024

==> picture [56 x 51] intentionally omitted <==

TMX GROUP LIMITED

Common Shares Preference Shares Debt Securities Subscription Receipts Warrants Units

TMX Group Limited (referred to herein, with its consolidated subsidiaries as the context requires, as “ TMX Group ”, “ we ”, “ our ” or “ us ”) may offer and issue from time to time during the 25-month period that this short form base shelf prospectus (including any amendments hereto, the “ Prospectus ”) remains effective the following securities: (i) common shares in the capital of TMX Group (“ Common Shares ”); (ii) preference shares in the capital of TMX Group (“ Preference Shares ” and together with Common Shares, “ Equity Securities ”); (iii) debentures, notes or other evidence of indebtedness of any kind, nature or description and which may be issuable in series (collectively, “ Debt Securities ”); (iv) subscription receipts of TMX Group exchangeable for Common Shares and/or other securities of TMX Group (“ Subscription Receipts ”); (v) warrants exercisable to acquire Common Shares and/or other securities of TMX Group (“ Warrants ”); and (vi) securities comprised of more than one of Equity Securities, Debt Securities, Subscription Receipts and/or Warrants offered together as a unit (“ Units ”). The Equity Securities, Debt Securities, Subscription Receipts, Warrants and Units (collectively, the “ Securities ”) offered hereby may be offered separately or together, in separate series, in amounts, at prices and on terms to be set forth in one or more prospectus supplements (collectively or individually, as the case may be, a “ Prospectus Supplement ”).

The specific terms of any particular offering of Securities will be set forth in the applicable Prospectus Supplement and may include, without limitation, where applicable: (i) in the case of Common Shares, the number of Common Shares being offered, the offering price (in the event the offering is a fixed price distribution), the manner of determining the offering price(s) (in the event the offering is not a fixed price distribution) and any other specific terms; (ii) in the case of Preference Shares, the number of Preference Shares being offered, the offering price (in the event the offering is a fixed price distribution), the manner of determining the offering price(s) (in the event the offering is not a fixed price distribution) and any other specific terms; (iii) in the case of Debt Securities, the specific designation, aggregate principal amount, the currency or the currency unit for which the Debt Securities may be purchased, maturity, interest provisions, authorized denominations, offering price, covenants, events of default, any terms for redemption at the option of TMX Group or the holder, any exchange or conversion terms into or for Common Shares and/or other securities of TMX Group and any other specific terms; (iv) in the case of Subscription Receipts, the number of Subscription Receipts being offered, the offering price, the terms, conditions and procedures for the exchange of the Subscription Receipts into or for Common Shares and/or other securities of TMX Group and any other specific terms; (v) in the case of Warrants, the number of such Warrants offered, the offering price, the terms, conditions and procedures for the exercise of such Warrants into or for Common Shares and/or other securities of TMX Group and any other specific terms; and (vi) in the case of Units, the number of Units being offered, the offering price, the terms of the Common Shares, Debt Securities, Subscription Receipts and/or Warrants, as the case may be, underlying the Units, and any other specific terms.

All shelf information permitted under applicable securities legislation to be omitted from this Prospectus including, without limitation, the information disclosed in the specific terms of any offering of Securities, as discussed above, will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus, except in cases where an exemption from such delivery requirements is available. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of such Prospectus Supplement and only for the purposes of the distribution of the Securities to which that Prospectus Supplement pertains.

This Prospectus does not qualify for issuance Debt Securities, or Securities convertible or exchangeable into Debt Securities, in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to one or more underlying interests including, for example, an equity or debt security, a statistical measure of economic or financial performance, including, without limitation, any currency, consumer price or mortgage index, or the price or value of one or more commodities, indices or other items, or any other item or formula, or any combination or basket of the foregoing items. This Prospectus may qualify for issuance Debt Securities, or Securities convertible or exchangeable into Debt Securities: (i) in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to published rates of a central banking authority or one or more financial institutions, such as a prime rate, or to recognized market benchmark interest rates; and/or (ii) convertible into or exchangeable for Common Shares.

We may sell the Securities to or through one or more underwriters or dealers purchasing as principals and may also sell the Securities to one or more purchasers directly, through applicable statutory exemptions, or through one or more agents designated by us from time to time. The Securities may be sold from time to time in one or more transactions at fixed prices or not at fixed prices, such as market prices prevailing at the time of sale, prices related to such prevailing market prices or prices to be negotiated with purchasers, which prices may vary as between purchasers and during the period of distribution of the Securities. If offered on a non-fixed price basis, the Securities may be offered at market prices prevailing at the time of sale, including sales in transactions that are deemed to be “at-the-market distributions” (as such term is defined in National Instrument 44-102 - Shelf Distributions (“ NI 44-102 ”)). The prices at which the Securities may be offered may vary as between purchasers and during the period of distribution. The

Prospectus Supplement relating to a particular offering of Securities will identify each underwriter, dealer or agent engaged in connection with the offering and sale of such Securities, as well as the method of distribution and the terms of the offering of such Securities, including the initial offering price (in the event the offering is a fixed price distribution), the manner of determining the offering price(s) (in the event the offering is not a fixed price distribution), the net proceeds to us and, to the extent applicable, any fees, discounts or any other compensation payable to underwriters, dealers or agents and any other material terms.

In connection with any offering of the Securities other than an “at-the-market distribution” (unless otherwise specified in the relevant Prospectus Supplement), the underwriters or agents may over-allot or effect transactions that stabilize or maintain the market price of the offered Securities at a level above that which might otherwise prevail on the open market. Such transactions, if commenced, may be interrupted or discontinued at any time. A purchaser who acquires Securities forming part of the underwriters’, dealers’ or agents’ over-allocation position acquires those Securities under this Prospectus and the Prospectus Supplement relating to the particular offering of Securities, regardless of whether the over-allocation position is ultimately filled through the exercise of the over-allotment option or secondary market purchases.

No underwriter of the “at-the-market distribution”, and no person or company acting jointly or in concert with an underwriter, may, in connection with the distribution, enter into any transaction that is intended to stabilize or maintain the market price of the securities or securities of the same class as the securities distributed under the at-the-market prospectus, including selling an aggregate number or principal amount of securities that would result in the underwriter creating an over-allocation position in the securities.

Owning the Securities may subject you to tax consequences. This Prospectus and any applicable Prospectus Supplement may not describe the tax consequences fully. You should read the tax discussion in any applicable Prospectus Supplement and consult with your own tax advisor with respect to your own particular circumstances.

The outstanding Common Shares are listed and posted for trading on the Toronto Stock Exchange (the “ TSX ”) under the symbol “X”. On May 2, 2024, the last trading day prior to the date of this Prospectus, the closing price of the outstanding Common Shares on the TSX was $36.51.

Unless otherwise specified in the applicable Prospectus Supplement, the Preference Shares, the Debt Securities, Subscription Receipts, Warrants and Units will not be listed on any securities exchange. There is no market through which these securities may be sold and purchasers may not be able to resell such securities purchased under this Prospectus. This may affect the pricing of such securities in the secondary market, the transparency and availability of trading prices, the liquidity of such securities, and the extent of issuer regulation. See “Forward-Looking Statements” and “Risk Factors”.

As of the date hereof, TMX Group has determined that it qualifies as a “well-known seasoned issuer” under the WKSI Blanket Orders (as defined herein). See “Well-Known Seasoned Issuer”.

TMX Group’s head and registered office is located at 300 – 100 Adelaide Street West, Toronto, Ontario M5H 1S3.

No underwriter, agent or dealer has been involved in the preparation of this Prospectus or performed any review of the contents of this Prospectus.

Any investment in Securities involves significant risks that should be carefully considered by prospective investors before purchasing Securities. The risks outlined in this Prospectus and in the documents incorporated by reference herein, including the applicable Prospectus Supplement, should be carefully reviewed and considered by prospective investors in connection with any investment in Securities. See “Risk Factors”.

Certain directors of TMX Group reside outside of Canada. Each such director has appointed TMX Group, 300 – 100 Adelaide Street West, Toronto, Ontario M5H 1S3 as their agent for service of process in Ontario. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process. See “Service of Process and Enforcement of Civil Liabilities”.

Page

TABLE OF CONTENTS

IMPORTANT INFORMATION ABOUT THIS PROSPECTUS ............................................................... 1 FORWARD-LOOKING STATEMENTS ................................................................................................... 1 DOCUMENTS INCORPORATED BY REFERENCE............................................................................... 3 TMX GROUP LIMITED ............................................................................................................................. 5 SUMMARY DESCRIPTION OF THE BUSINESS ................................................................................... 6 USE OF PROCEEDS .................................................................................................................................. 6 EARNINGS COVERAGE RATIOS ........................................................................................................... 7 CONSOLIDATED CAPITALIZATION ..................................................................................................... 7 DESCRIPTION OF THE EQUITY SECURITIES ..................................................................................... 7 DESCRIPTION OF DEBT SECURITIES .................................................................................................. 8 DESCRIPTION OF SUBSCRIPTION RECEIPTS ..................................................................................... 9 DESCRIPTION OF WARRANTS ............................................................................................................ 10 DESCRIPTION OF UNITS ....................................................................................................................... 11 PLAN OF DISTRIBUTION ...................................................................................................................... 11 PRIOR SALES........................................................................................................................................... 11 TRADING PRICE AND VOLUME.......................................................................................................... 11 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS............................................ 11 RISK FACTORS ....................................................................................................................................... 12 LEGAL MATTERS AND INTEREST OF EXPERTS ............................................................................. 12 WELL-KNOWN SEASONED ISSUER ................................................................................................... 12 SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES ......................................... 12 AUDITORS, TRANSFER AGENT AND REGISTRAR .......................................................................... 13 STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION ................ 13 CERTIFICATE OF THE CORPORATION ............................................................................................ C-1

• i -

IMPORTANT INFORMATION ABOUT THIS PROSPECTUS

Readers should rely only on the information contained in this Prospectus (including the documents incorporated by reference herein). We have not authorized any person to provide different information. The Securities may be sold only in those jurisdictions where offers and sales are permitted. This Prospectus is not an offer to sell or a solicitation of an offer to buy the Securities in any jurisdiction where it is unlawful. The information contained in this Prospectus is accurate only as of the date of this Prospectus or the date of the document incorporated by reference herein, as applicable, regardless of the time of delivery of this Prospectus or of any sale of the Securities. Our business, financial condition, results of operations and prospects may have changed since the date of this Prospectus.

Unless the context otherwise permits, indicates or requires, all references in this Prospectus to “TMX Group”, “we”, “our”, “us” and similar expressions are references to TMX Group Limited and the business carried on by it. All dollar amounts and financial information in this Prospectus and any document incorporated by reference herein or therein is presented in Canadian dollars unless otherwise indicated. The financial statements incorporated by reference in this Prospectus have been prepared in accordance with IFRS Accounting Standards (“ IFRS ”) and IFRS Interpretations Committee interpretations, as issued by the International Accounting Standards Board.

FORWARD-LOOKING STATEMENTS

This Prospectus and the documents incorporated by reference herein contain “forward-looking information” (as defined in applicable Canadian securities legislation) that is based on expectations, assumptions, estimates, projections and other factors that management believes to be relevant as of the date of such documents. Often, but not always, such forward-looking information can be identified by the use of forward-looking words such as “plans,” “expects,” “is expected,” “budget,” “scheduled,” “targeted,” “estimates,” “forecasts,” “intends,” “anticipates,” “believes,” or variations or the negatives of such words and phrases or statements that certain actions, events or results “may,” “could,” “would,” “might,” or “will” be taken, occur or be achieved or not be taken, occur or be achieved. Forward-looking information, by its nature, requires us to make assumptions and is subject to significant risks and uncertainties which may give rise to the possibility that our expectations or conclusions will not prove to be accurate and that our assumptions may not be correct.

Examples of forward-looking information included or incorporated by reference in this Prospectus include, but are not limited to, the completion of an offering of Securities, our intended use of net proceeds from an offering of Securities, our growth objectives; our target dividend payout ratio; our objectives regarding growing recurring revenue, revenue outside Canada and the percentage of Global Solutions, Insights and Analytics (“ GSIA ”) revenue as a percentage of total TMX Group revenue; our objectives related to the acquisition of VettaFi Holdings LLC (“ TMX VettaFi ”); the modernization of clearing platforms, including the expected cash expenditures related to the modernization of our clearing platforms and the timing of the implementation of the modernization project; the expected timing and savings related to strategic realignment, the timing of and the total cash expenditures related to the U.S. Expansion (as defined in the Annual MD&A), other statements related to cost reductions; the ability to and the timing of achieving our targeted leverage range; the impact of the market capitalization of TSX and TSX Venture Exchange (“ TSXV ”) issuers overall (from 2022 to 2023); future changes to TMX Group’s anticipated statutory income tax rate for 2024; factors relating to stock, and derivatives exchanges and clearing houses and the business, strategic goals and priorities, market conditions, pricing, proposed technology and other business initiatives and the timing and implementation thereof, the anticipated benefits and synergies of the AST Canada, including the expected impact on TMX Group's earnings and adjusted earnings per share and the timing thereof, financial results or financial condition, operations and prospects of TMX Group which are subject to significant risks and uncertainties.

These risks include, but are not limited to: competition from other exchanges or marketplaces, including alternative trading systems and new technologies and alternative sources of financing, on a national and international basis; dependence on the economy of Canada; adverse effects on our results caused by global economic conditions (including geopolitical events, interest rate movements, threat of recession) or uncertainties including changes in business cycles that impact our sector; failure to retain and attract qualified personnel; geopolitical and other factors which could cause business interruption; dependence on information technology; significant delays in the post trade modernization project resulting from the industry implementation of T+1 settlement or for other reasons, which could lead to increased implementation costs and could negatively impact our operating results; vulnerability of our networks and third party service providers to security risks, including cyber-attacks; failure to properly identify or implement our strategies; regulatory constraints; constraints imposed by our level of indebtedness, risks of litigation or other proceedings; dependence on adequate numbers of customers; failure to develop, market or gain acceptance of new products; failure to close and effectively integrate acquisitions to achieve planned economics, including TMX VettaFi, or divest underperforming businesses; currency risk; adverse effect of new business activities; adverse effects from business divestitures; not being able to meet cash requirements because of our holding company structure and restrictions on paying inter-corporate dividends; dependence on third-party suppliers and service providers; dependence of trading operations on a small number of clients; risks associated with our clearing operations; challenges related to international expansion; restrictions on ownership of TMX Group common shares; inability to protect our intellectual property; adverse effect of a systemic market event on certain of our businesses; risks associated with the credit of customers; cost structures being largely fixed; the failure to realize cost reductions in the amount or the time frame anticipated; dependence on market activity that cannot be controlled; the regulatory constraints that apply to the business of TMX Group and its regulated subsidiaries, costs of on exchange clearing and depository services, trading volumes (which could be higher or lower than estimated) and the resulting impact on revenues; future levels of revenues being lower than expected or costs being higher than expected.

Forward-looking information is based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions in connection with the ability of TMX Group to successfully compete against global and regional marketplaces; business and economic conditions generally; exchange rates (including estimates of exchange rates from Canadian dollars to the U.S. dollar or GBP), commodities prices, the level of trading and activity on markets, and particularly the level of trading in TMX Group’s key products; business development and marketing and sales activity; the continued availability of financing on appropriate terms for future projects, changes to interest rates and the timing thereof; the amount and timing of revenue and technology cost synergies resulting from the AST Canada acquisition; productivity at TMX Group, as well as that of TMX Group’s competitors; market competition; research and development activities; the successful introduction and client acceptance of new products and services; successful introduction of various technology assets and capabilities; the impact on TMX Group and its customers of various regulations; TMX Group’s ongoing relations with its employees; and the extent of any labour, equipment or other disruptions at any of its operations of any significance other than any planned maintenance or similar shutdowns.

In addition to the assumptions outlined above, forward looking information related to long term revenue cumulative average annual growth rate (CAGR) objectives, and long term adjusted earnings per share CAGR objectives are based on assumptions that include, but are not limited to:

• TMX Group’s success in achieving growth initiatives and business objectives;

• continued investment in growth businesses and in transformation initiatives including next generation technology and systems;

• 2 -

• no significant changes to our effective tax rate and number of shares outstanding;

• organic and inorganic growth in recurring revenue;

• moderate levels of market volatility over the long term;

• level of listings, trading, and clearing consistent with historical activity;

• economic growth consistent with historical activity;

• no significant changes in regulations;

• continued disciplined expense management across our business;

• continued re-prioritization of investment towards enterprise solutions and new capabilities;

• free cash flow generation consistent with historical run rate; and

• a limited impact from inflation, rising interest rates and supply chain constraints on our plans to grow our business over the long term, including on the ability of our listed issuers to raise capital.

While we anticipate that subsequent events and developments may cause our views to change, we have no intention to update this forward-looking information, except as required by applicable securities law. This forward-looking information should not be relied upon as representing our views as of any date subsequent to the date of this Prospectus or the applicable documents incorporated by reference. We have attempted to identify important factors that could cause actual actions, events or results to differ materially from those current expectations described in forward-looking information. However, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended and that could cause actual actions, events or results to differ materially from current expectations. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. These factors are not intended to represent a complete list of the factors that could affect us. A description of the above-mentioned items is contained in the section “Enterprise Risk Management” of our Annual MD&A, which is incorporated by reference into this Prospectus.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with securities commissions or similar regulatory authorities in each of the provinces and territories of Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of TMX Group Limited at 300 – 100 Adelaide Street West, Toronto, Ontario, Canada, M5H 1S3, Telephone: 1-888-873-8392 or by accessing these documents from SEDAR+ at www.sedarplus.ca.

Except to the extent that their contents are modified or superseded by a statement contained in this Prospectus or in any other subsequently filed document that is also incorporated by reference in this Prospectus, the following documents of TMX Group filed with the securities commissions or similar regulatory authorities in each of the provinces and territories of Canada are specifically incorporated by reference into, and form an integral part of, this Prospectus:

• 3 -

• (a) the annual information form for the fiscal year ended December 31, 2023 dated March 15, 2024 (the “ AIF ”);

• (b) the management proxy circular dated March 15, 2024 in connection with the annual and special meeting of shareholders of TMX Group to be held on May 3, 2024 (the “ MIC ”);

• (c) the audited annual consolidated financial statements and the notes thereto as at and for the year ended December 31, 2023 and 2022 together with the report of the independent auditors thereon (the “ Annual Financial Statements ”);

• (d) management’s discussion and analysis of TMX Group’s financial condition and financial performance for the periods presented in the 2023 Annual Financial Statements (the “ Annual MD&A ”);

• (e) the unaudited condensed consolidated interim financial statements as at March 31, 2024 and December 31, 2023, and for the quarter ended March 31, 2024 and 2023 (the “ 2024 Interim Financial Statements ”); and

• (f) management’s discussion and analysis of TMX Group’s financial condition and financial performance for the periods presented in the 2024 Interim Financial Statements (the “ Interim MD&A ”).

Documents referenced in any of the documents incorporated by reference in this Prospectus but not expressly incorporated by reference therein or herein and not otherwise required to be incorporated by reference therein or herein are not incorporated by reference in this Prospectus. Any documents of the type required by National Instrument 44-101 – Short Form Prospectus Distributions to be incorporated by reference in a short form prospectus, including any annual information form, annual financial statements and the auditor’s report thereon, interim financial statements, management’s discussion and analysis of financial conditions and results of operations, material change reports (except confidential material change reports), business acquisition reports and information circulars, filed by us with securities commissions or similar authorities in Canada after the date of this Prospectus, during the 25-month period this Prospectus remains effective, are deemed to be incorporated by reference in this Prospectus.

Certain marketing materials (as that term is defined in applicable securities legislation in Canada) may be used in connection with a distribution of Securities under this Prospectus and any applicable Prospectus Supplement. Any template version of the marketing materials (as those terms are defined in applicable securities legislation in Canada) pertaining to a distribution of Securities and filed by us after the date of the applicable Prospectus Supplement for the offering and before termination of the distribution of such Securities, will be deemed to be incorporated by reference in such Prospectus Supplement for the purposes of the distribution of Securities to which the Prospectus Supplement pertains.

Upon a new interim financial report and related management’s discussion and analysis of TMX Group being filed with the applicable Canadian securities regulatory authorities during the effectiveness of this Prospectus, the previous interim financial report and related management’s discussion and analysis of TMX Group most recently filed shall be deemed no longer to be incorporated by reference into this Prospectus for purposes of future offers and sales of Securities hereunder. Upon new annual financial statements and related management’s discussion and analysis of TMX Group being filed with the applicable Canadian securities regulatory authorities during the effectiveness of this Prospectus, the previous annual financial statements and related management’s discussion and analysis and the previous interim financial report and related management’s discussion and analysis of TMX Group most recently filed shall be deemed no longer to be incorporated by reference into this Prospectus for purposes of future offers and sales of Securities

• 4 -

hereunder. Upon a new annual information form of TMX Group being filed with the applicable Canadian securities regulatory authorities during the effectiveness of this Prospectus, notwithstanding anything herein to the contrary, the following documents shall be deemed no longer to be incorporated by reference into this Prospectus for purposes of future offers and sales of Securities hereunder: (i) the previous annual information form; (ii) material change reports filed by TMX Group prior to the end of the financial year in respect of which the new annual information form is filed; (iii) business acquisition reports filed by TMX Group for acquisitions completed prior to the beginning of the financial year in respect of which the new annual information form is filed; and (iv) any information circular of TMX Group filed prior to the beginning of TMX Group’s financial year in respect of which the new annual information form is filed. Upon a new management information circular prepared in connection with an annual general meeting of TMX Group being filed with the applicable Canadian securities regulatory authorities during the effectiveness of this Prospectus, the previous management information circular prepared in connection with an annual general meeting of TMX Group shall be deemed no longer to be incorporated by reference into this Prospectus for purposes of future offers and sales of Securities hereunder.

A Prospectus Supplement containing the specific variable terms in respect of an offering of the Securities will be delivered to purchasers of such Securities together with this Prospectus, unless an exemption from the prospectus delivery requirements has been granted or is otherwise available, and will be deemed to be incorporated by reference into this Prospectus as of the date of such Prospectus Supplement only for the purposes of the offering of the Securities covered by such Prospectus Supplement.

Notwithstanding anything herein to the contrary, any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for the purposes of this Prospectus, to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document or statement which it modifies or supersedes. The making of such a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.

TMX GROUP LIMITED

TMX Group operates global markets, and builds digital communities and analytic solutions that facilitate the funding, growth and success of businesses, traders and investors. TMX Group’s key operations include TSX, TSXV, TSX Alpha Exchange (“ Alpha ”), The Canadian Depository for Securities and its subsidiaries (collectively, “ CDS ”), Montréal Exchange (“ MX ”), Canadian Derivatives Clearing Corporation (“ CDCC ”), Trayport Limited (“ TMX Trayport ”), TMX Datalinx and TMX VettaFi. These operations provide listing markets, trading markets, clearing facilities, depository services, technology solutions, data products and other services to the global financial community. Our head and registered office is located at 300 – 100 Adelaide Street West, Toronto, Ontario, M5H 1S3. We also operate offices across North America (Montréal, Calgary, Vancouver and New York), as well as in key international markets including London, Vienna and Singapore.

• 5 -

SUMMARY DESCRIPTION OF THE BUSINESS

Our business is organized into the following areas:

Capital Formation

Our goal is to provide solutions for corporate clients in need of growth capital and liquidity, and provide investors with a broad range of investment opportunities. TMX Group operates a unique two-tiered ecosystem, comprised of TSX and TSXV, to help companies access the public markets, raise capital and provide liquidity to shareholders. TSX is a leading listings venue for established domestic and international issuers. TSXV is the pre-eminent global platform for facilitating venture stage capital formation. Our lines of business include TSX and TSXV listing and issuer services, and TSX Trust Company (“ TSX Trust ”) (TMX Group’s transfer agency and corporate trust services business).

Equities and Fixed Income Trading and Clearing

We operate fair and transparent markets, with innovative, efficient and reliable platforms for equities and fixed income trading and clearing. Our lines of business include TSX, TSXV and Alpha equities trading, Shorcan Brokers Limited fixed income trading and CDS.

Derivatives Trading and Clearing

We accelerate new product creation and leverage our unique market position to meet the increasing demand for derivative products both in Canada and globally. Our lines of business include MX, Canada’s standardized financial derivatives exchange, CDCC, the central clearing counterparty for exchange-traded derivatives products in Canada and a range of customized financial instruments, and BOX Options Market LLC, an equity options market in the United States, of which TMX Group indirectly holds an approximate 48 % and 51 % economic and voting interest, respectively.

Global Solutions, Insights and Analytics

We deliver equities data, index data, derivatives data as well as integrated data sets to fuel high-value proprietary and third-party analytics which help clients make better trading and investment decisions. We also provide solutions to European and global wholesale energy markets for price discovery, trade execution, post-trade transparency and straight through processing. With the addition of TMX VettaFi (acquired on January 2, 2024), we also provide leading products and services in indexing, digital distribution, data analytics and thought leadership. Our lines of business include TMX Datalinx (information services), TMX Trayport (which includes Vienna-based VisoTech (Trayport Austria G.m.b.H) and German-based Tradesignal (Trayport Germany G.m.b.H)) and US-based TMX VettaFi.

Further information regarding TMX Group, and a description of our business, is outlined in the Annual MD&A, as updated in the Interim MD&A, both of which are incorporated by reference herein.

USE OF PROCEEDS

The use of proceeds from the issue and sale of specific Securities pursuant to this Prospectus will be described in the Prospectus Supplement relating to the issuance and sale of such Securities.

• 6 -

EARNINGS COVERAGE RATIOS

Earnings coverage ratios will be provided in the applicable Prospectus Supplement(s) with respect to any issuance and sale of Debt Securities pursuant to this Prospectus.

CONSOLIDATED CAPITALIZATION

There have been no material changes in the consolidated capitalization of TMX Group since March 31, 2024, which have not been disclosed in this Prospectus or in the documents incorporated by reference herein.

Disclosure regarding the consolidated capitalization of TMX Group will be set forth in the applicable Prospectus Supplement(s) for any Securities offered pursuant to this Prospectus.

DESCRIPTION OF THE EQUITY SECURITIES

The following sets forth certain general terms and provisions of the Common Shares and the Preference Shares. This summary is supplemented by the full attributes the Common Shares and the Preference Shares which are available on TMX Group’s SEDAR+ profile at www.sedarplus.ca and on our website at www.tmx.com.

Common Shares

Each of our Common Shares is entitled to one vote at all meetings of our shareholders, except for meetings where only holders of another class or series of our shares are entitled to vote separately as a class or series. Each Common Share is also entitled to receive dividends if, as and when declared by the Board of Directors. If the Board of Directors declares and pays dividends, it must do so in equal amounts per share on all Common Shares (and subject to certain priority rights of any outstanding Preference Shares). Common shareholders are entitled to participate in any distribution of our net assets if we liquidate, dissolve or windup (subject to certain priority rights of preference shareholders, if any). The Common Shares do not have any pre-emptive, redemption, purchase or conversion rights except for the compulsory provisions related to enforcing the restrictions on ownership of our voting shares. These restrictions on ownership are outlined under the headings “Restrictions on Ownership of Our Voting Shares” and “Share Ownership Restrictions in Our Articles” in the AIF, which is incorporated by reference herein.

Preference Shares

The Board of Directors may issue Preference Shares at any time and in one or more series. If the Board of Directors issues Preference Shares, it will, before they are issued, fix the number, consideration per share, designation of, and rights and restrictions for the Preference Shares of each series (subject to the special rights and restrictions attached to all Preference Shares). Each series of Preference Shares will rank equally with all other series of Preference Shares for the payment of dividends and return of capital if we liquidate, dissolve or wind-up. The Preference Shares have a priority right to receive dividends and any return of capital before the Common Shares and any other junior shares. We cannot amend the Preference Shares’ special rights and restrictions as a class without obtaining any approval required by law, and the approval of at least two-thirds of the votes cast at a meeting of preference shareholders called and held for that purpose. To date, TMX Group Limited has not issued any Preference Shares.

Equity Securities may be offered separately or together with other Securities (see “Description of Units”).

• 7 -

DESCRIPTION OF DEBT SECURITIES

The following sets forth certain general terms and provisions of the Debt Securities. The particular terms and provisions of Debt Securities offered and sold by a Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to such Debt Securities, will be described in such Prospectus Supplement.

Debt Securities may be issued under a trust indenture dated September 30, 2013 (the “ Trust Indenture ”) between TMX Group and Computershare Trust Company of Canada, as trustee, which Trust Indenture has been supplemented by (i) the first supplemental indenture dated September 30, 2013 in respect of $400 million aggregate principal amount of 3.253% Series A Senior Unsecured Debentures which matured on October 3, 2018; (ii) the second supplemental indenture dated September 30, 2013 in respect of $250 million aggregate principal amount of 4.461% Series B Senior Unsecured Debentures which matured on October 3, 2023; (iii) the third supplemental indenture dated September 30, 2013 in respect of $350 million aggregate principal amount of Series C floating rate Senior Unsecured Debentures which matured on October 3, 2016; (iv) the fourth supplemental indenture dated December 11, 2017 in respect of $300 million aggregate principal amount of 2.997% Series D Senior Unsecured Debentures due December 11, 2024; (v) the fifth supplemental indenture dated June 5, 2018 in respect of $200 million aggregate principal amount of 3.779% Series E Senior Unsecured Debentures due June 5, 2028; (vi) the sixth supplemental indenture dated February 12, 2021 in respect of $250 million aggregate principal amount of 2.016% Series F Senior Unsecured Debentures due February 12, 2031; (vii) the seventh supplemental indenture dated February 16, 2024 in respect of $350 million aggregate principal amount of 4.678% Series G Senior Unsecured Debentures due August 16, 2029; (viii) the eighth supplemental indenture dated February 16, 2024 in respect of $300 million aggregate principal amount of 4.836% Series H Senior Unsecured Debentures due February 18, 2032; and (ix) the ninth supplemental indenture dated February 16, 2024 in respect of $450 million aggregate principal amount of 4.970% Series I Senior Unsecured Debentures due February 16, 2034.

The Trust Indenture and the supplements thereto which govern the Debentures (collectively, the “ Trust Indentures ”) include the following covenants:

• A negative pledge which restricts the ability of TMX Group and each of its material subsidiaries (as defined in the Trust Indentures) to create a lien on these entities’ assets, other than liens permitted under the Trust Indentures, unless the Debentures are similarly secured on an equal and rateable basis.

• A limitation on the ability of material subsidiaries of TMX Group to enter into certain types of indebtedness.

• In the event of a change of control (as such term is defined in the Trust Indentures) of either TSX Inc. or Montréal Exchange Inc., if the rating of the Debentures is lowered to below investment grade (as defined in the Trust Indentures), TMX Group will be required, at the option of the Debenture holder to repurchase, in whole or in part, the holder’s Debentures at a cash price of 101% of the outstanding principal amount of the Debentures plus all accrued and unpaid interest up to the date of repurchase.

• A requirement for TMX Group to maintain at least one credit rating from a Specified Credit Rating Agency (as defined in the Trust Indentures).

• 8 -

General

Each applicable Prospectus Supplement will set forth the terms and other information with respect to the Debt Securities being offered and sold thereby, including:

• (i) the designation, aggregate principal amount and authorized denominations of such Debt Securities;

• (ii) the currency or currency units for which the Debt Securities may be purchased and the currency or currency unit in which the principal and any interest is payable (in either case, if other than Canadian dollars);

• (iii) the percentage of the principal amount at which such Debt Securities will be issued;

• (iv) the date or dates on which such Debt Securities will mature;

• (v) the rate or rates per annum at which such Debt Securities will bear interest (if any), or the method of determination of such rates (if any);

• (vi) the dates on which such interest will be payable and the record dates for such payments;

• (vii) the trustee under the trust indenture pursuant to which the Debt Securities are to be issued;

(viii) any redemption term or terms under which such Debt Securities may be redeemed;

• (ix) whether such Debt Securities are to be issued in registered form, “book-entry only” form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;

• (x) any exchange or conversion terms into or for Common Shares and/or other securities of TMX Group;

• (xi) whether such Debt Securities will be subordinated to other liabilities of TMX Group; and

• (xii) any other specific terms.

Debt Securities may be offered separately or together with other Securities (see “Description of Units”).

DESCRIPTION OF SUBSCRIPTION RECEIPTS

TMX Group may issue Subscription Receipts that entitle the holder to receive, upon satisfaction of certain release conditions, and for no additional consideration, Debt Securities, Equity Securities, Warrants or Units or any combination thereof. The Subscription Receipts may be offered separately or together with other Securities, and Subscription Receipts sold with other Securities may be attached to or separate from the other Securities.

The Subscription Receipts will be issued under a subscription receipt agreement. The following sets forth certain general terms and provisions of the Subscription Receipts. The particular terms and provisions of Subscription Receipts offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to them, will be described in the Prospectus Supplement filed in respect of such Subscription Receipts. This description will include, where applicable:

• 9 -

• (i) the number of Subscription Receipts;

• (ii) the price at which the Subscription Receipts will be offered;

• (iii) the terms, conditions and procedures for the exchange of the Subscription Receipts into or for Common Shares and/or other securities of TMX Group;

• (iv) the number of Common Shares and/or other securities of TMX Group that may be issued or delivered upon exchange of each Subscription Receipt; and

• (v) any other material terms and conditions of the Subscription Receipts. Common Shares and/or other securities of TMX Group issued or delivered upon the exchange of Subscription Receipts will be issued for no additional consideration.

Subscription Receipts may be offered separately or together with other Securities (see “Description of Units”).

DESCRIPTION OF WARRANTS

Each series of Warrants will be issued under a separate indenture, in each case, between us and a warrant agent determined by us. The statements below relating to any Warrants to be issued are summaries of certain anticipated provisions thereof, are not complete and are subject to, and qualified by reference to all provisions of the applicable warrant indenture. The particular terms and provisions of Warrants offered and sold by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to them, will be described in the Prospectus Supplement filed in respect of such Warrants. This description will include, where applicable:

• (i) the title or designation of the Warrants;

• (ii) the number of Warrants offered;

• (iii) the number of Common Shares and/or other securities of TMX Group purchasable upon exercise of the Warrants and the process for exercise;

• (iv) the exercise price of the Warrants;

• (v) the dates or periods during which the Warrants are exercisable and when they expire;

• (vi) the designation and terms of any other securities with which the Warrants will be offered, if any, and the number of Warrants that will be offered with each such security; and

• (vii) any other material terms and conditions of the Warrants including, without limitation, transferability and adjustment terms.

Prior to the exercise of their Warrants, holders of Warrants will not have any of the rights of holders of the underlying securities issuable upon exercise of the Warrants.

Warrants may be offered separately or together with other Securities (see “Description of Units”).

• 10 -

DESCRIPTION OF UNITS

Units are a security comprised of more than one of the other Securities described in this Prospectus offered together as a “Unit”. A Unit is typically issued so the holder thereof is also the holder of each Security included in the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each Security comprising the Unit. The agreement, if any, under which a Unit is issued may provide that the Securities comprising the Unit may not be held or transferred separately at any time or at any time before a specified date and/or time.

The particular terms and provisions of Units offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to them, will be described in the Prospectus Supplement filed in respect of such Units. This description will include, where applicable:

• (i) the designation and terms of the Units and of the Securities comprising the Units, including whether and under what circumstances those Securities may be held or transferred separately;

• (ii) any provisions for the issuance, payment, settlement, transfer or exchange of the Units or of the Securities comprising the Units;

• (iii) any material tax consequences of acquiring, owning, exercising, and disposing of the Units;

• (iv) how for income tax purposes, the purchase price paid for the Units is to be allocated among the component Securities;

• (v) whether the Units will be issued in registered or global form; and

• (vi) any other material terms and conditions of the Units.

PLAN OF DISTRIBUTION

The plan of distribution with respect to an offering of Securities under this Prospectus will be described in the Prospectus Supplement for the applicable distribution of Securities.

PRIOR SALES

Information regarding prior sales of Securities will be provided as required in a Prospectus Supplement with respect to the issuance of Securities pursuant to such Prospectus Supplement.

TRADING PRICE AND VOLUME

Information regarding trading price and volume of the Securities will be provided as required for all of TMX Group’s issued and outstanding Securities that are listed on any securities exchange, as applicable, in each Prospectus Supplement.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The applicable Prospectus Supplement may describe certain Canadian federal income tax considerations generally applicable to investors described therein in respect of purchasing, holding and disposing of applicable Securities, including, in the case of an investor who is not a resident of Canada for purposes of the Income Tax Act (Canada), Canadian nonresident withholding tax considerations.

• 11 -

RISK FACTORS

An investment in the Securities is subject to certain risks. Discussions of certain risk factors affecting TMX Group in connection with TMX Group’s businesses are provided in TMX Group’s disclosure documents filed from time to time with the securities regulatory authorities in each of the provinces and territories of Canada, which are incorporated by reference in this Prospectus. In particular, see “Enterprise Risk Management” in the Annual MD&A, which is incorporated by reference herein. If any of the events or developments discussed in these risks factors actually occur, TMX Group’s business, financial condition or results of operations or the value of the Securities could be adversely affected.

Before deciding whether to invest in any Securities, investors should consider carefully the risks described in the documents incorporated by reference in this Prospectus (including subsequently filed documents incorporated by reference) and those described in a Prospectus Supplement relating to a specific offering of Securities.

LEGAL MATTERS AND INTEREST OF EXPERTS

Unless otherwise specified in the Prospectus Supplement relating to an offering and sale of Securities, certain legal matters relating to such offering and sale of Securities will be passed upon on behalf of TMX Group by Torys LLP with respect to matters of Canadian law. In addition, certain legal matters in connection with an offering and sale of Securities will be passed upon for any underwriters, dealers or agents by counsel to be designated at the time of such offering and sale by such underwriters, dealers or agents with respect to matters of Canadian and, if applicable, United States or other foreign law. As at the date hereof, the partners and associates of Torys LLP, as a group, own less than 1% of the outstanding securities of TMX Group.

WELL-KNOWN SEASONED ISSUER

On December 6, 2021, the securities regulatory authorities in each of the provinces and territories of Canada each independently adopted a series of substantively harmonized blanket orders, including Ontario Instrument 44-501 – Exemption from Certain Prospectus Requirements for Well-known Seasoned Issuers (Interim Class Order) (together with the equivalent local blanket orders in each of the other provinces and territories of Canada, all as amended or extended, and collectively, the “ WKSI Blanket Orders ”). This Prospectus has been filed by TMX Group in reliance upon the WKSI Blanket Orders, which permit “wellknown seasoned issuers”, or “WKSIs”, to file a final short form base shelf prospectus as the first public step in an offering, and exempt qualifying issuers from certain disclosure requirements relating to such final short form base shelf prospectus. As of the date hereof, the Corporation has determined that it qualifies as a “well-known seasoned issuer” under the WKSI Blanket Orders. TMX Group intends to rely on such exemptions to the full extent permitted by the WKSI Blanket Orders notwithstanding the inclusion in this Prospectus of any disclosure that is permitted to be excluded pursuant to the WKSI Blanket Orders.

SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES

Nicolas Darveau-Garneau and Eric Wetlaufer, two of the directors of TMX Group, are residents of jurisdictions outside of Canada. Messrs. Darveau-Garneau and Wetlaufer have each expressly submitted to the jurisdiction of the Ontario courts and have appointed the following agent for service of process in Ontario:

Name of Person or Company Nicolas Darveau-Garneau Eric Wetlaufer	Name and Address of Agent
	TMX Group Limited 300 – 100 Adelaide Street West

• 12 -

Toronto, Ontario M5H 1S3

Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The auditor of TMX Group is KPMG LLP, Chartered Professional Accountants, 333 Bay Street, Suite 4600, Toronto, Ontario M5H 2S5. KPMG LLP has confirmed that it is independent with respect to TMX Group and its related entities within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation and regulation.

The transfer agent and registrar for the Common Shares is TSX Trust, 301-100 Adelaide St. W., Toronto, Ontario M5H 4H1.

The trustee for the Debentures is Computershare Trust Company of Canada, 100 University Avenue, Toronto, Ontario M5J 2Y1.

STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION

The following is a description of a purchaser’s statutory rights. Securities legislation in certain of the provinces and territories of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces and territories, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. However, purchasers of Securities distributed under an “at-the-market distribution” do not have the right to withdraw from an agreement to purchase the Securities and do not have remedies of rescission or, in some jurisdictions, revisions of the price, or damages for non-delivery of the prospectus, prospectus supplement, and any amendment relating to Securities purchased by such purchaser because the prospectus, prospectus supplement, and any amendment relating to the Securities purchased by such purchaser will not be sent or delivered, as permitted under Part 9 of NI 44-102. Any remedies under securities legislation that a purchaser of the Securities distributed under an “at-the-market distribution” may have against TMX Group or its agents for rescission or, in some jurisdictions, revisions of the price, or damages if the prospectus, prospectus supplement, and any amendment relating to securities purchased by a purchaser contain a misrepresentation will remain unaffected by the non-delivery of the prospectus referred to above. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for the particulars of these rights or consult with a legal advisor.

Original purchasers of Securities which are convertible, exchangeable or exercisable for other securities of TMX Group, including Warrants if offered separately, will have a contractual right of rescission against TMX Group in respect of the conversion, exchange or exercise of such Securities. The contractual right of rescission will entitle such original purchasers to receive, upon surrender of the underlying securities, the amount paid (including any additional amount paid upon conversion, exchange or exercise) for the applicable convertible, exchangeable or exercisable Securities in the event that this Prospectus, the

• 13 -

applicable Prospectus Supplement or an amendment thereto contains a misrepresentation, provided that: (i) the conversion, exchange or exercise takes place within 180 days of the date of the purchase of such Securities under this Prospectus and the applicable Prospectus Supplement; and (ii) the right of rescission is exercised within 180 days of the date of the purchase of such Securities under this Prospectus and the applicable Prospectus Supplement. This contractual right of rescission will be consistent with the statutory right of rescission described under Section 130 of the Securities Act (Ontario) and is in addition to any other right or remedy available to original purchasers under Section 130 of the Securities Act (Ontario) or otherwise at law.

In an offering of convertible securities, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in the prospectus is limited, in certain provincial and territorial securities legislation, to the price at which the convertible securities are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces and territories, if the purchaser pays additional amounts upon conversion of the security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces and territories. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for the particulars of these rights and/or consult with a legal advisor.

• 14 -

CERTIFICATE OF THE CORPORATION

Dated: May 3, 2024

This short form prospectus, together with the documents incorporated by reference in this prospectus, will, as of the date of the last supplement to this prospectus relating to the securities offered by this prospectus and the supplement(s), constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus and the supplement(s) as required by the securities legislation of each of the provinces and territories of Canada.

(Signed) “John McKenzie” Chief Executive Officer

(Signed) “David Arnold” Chief Financial Officer

On behalf of the Board of Directors:

(Signed) “Luc Bertrand” Director

(Signed) “Claude Tessier” Director

C-1