TMX Group Limited — Proxy Solicitation & Information Statement 2020

Apr 6, 2020

Notice of our 2020 annual and s ecial meetin p g

Tuesday, May 12, 20202:00 p.m. (Eastern time)TMX GroupVirtual only meeting via live webcastonline athttp://web.lumiagm.com/282197727	What the meeting will cover
	receivingour 2019 financial statements
	appointingour auditor
	electingour directors
	votingon amendments to our share optionplan
	votingon our approach to executive compensation
	consideringanyother businessproperlybrought before the meeting

Your vote is important

You can vote if you owned TMX Group common shares at the close of business on March 16, 2020. The management information circular tells you about the meeting, what you’re voting on and how to vote. Please read it carefully, and remember to vote.

The meeting will be held in a virtual only format, which will be conducted via live audio webcast. Registered shareholders and duly appointed proxyholders will be permitted to attend the meeting, ask questions and vote, all in real time, provided they are connected to the internet and have logged in at http://web.lumiagm.com/282197727. You have to be connected to the internet at all times to be able to vote – it’s your responsibility to make sure you stay connected for the entire meeting.

If you can’t attend the meeting, you can vote by proxy. Simply complete, date and sign the enclosed proxy or voting instruction form and mail or fax it to TSX Trust Company or go to www.voteproxyonline.com and enter your 12 digit control number by 10:00 a.m. (Eastern time) on Monday, May 11, 2020.

You can also vote at our virtual meeting – please see page 2 of the management information circular for details. You have to be connected to the internet at all times to be able to vote – it’s your responsibility to make sure you stay connected for the entire meeting.

By order of the board,

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Where to get a copy of the 2020 management information circular

If you’re a registered shareholder or you’ve already given us instructions to send you printed documents, your management information circular is attached to this notice.

If you’re a beneficial shareholder, we’re making the circular available online instead of by mail according to a set of rules developed by the Canadian Securities Administrators called notice and access.

You can download the circular at https://docs.tsxtrust.com/2009, on SEDAR (sedar.com), or on our website (tmx.com).

If you prefer to have a paper copy, contact us by April 24, 2020 and we’ll send you one free of charge:

call toll-free 1 (888) 873-8392 email TMXshareholder@tmx.com write Corporate Secretary TMX Group Limited 100 Adelaide Street West, Suite 300 Toronto, Ontario M5H 1S3 fax (416) 947-4727

Cheryl Graden

Senior Vice President,

Group Head of Legal and Business Affairs, Enterprise Risk Management and Government Relations and Corporate Secretary, TMX Group Limited

TSX Trust Company

100 Adelaide Street West, Suite 301 Toronto, Ontario M5H 1S3 Fax (416) 595-9593

Toronto, Ontario March 27, 2020