F-8

As filed with the Securities and Exchange Commission on January 14, 2008

Registration No. 333-

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

TSX GROUP INC.

(Exact name of registrant as specified in its charter)

N/A

(Translation of registrant’s name into English (if applicable))

Ontario, Canada
(Province or other jurisdiction of
incorporation or organization) 6200
(Primary Standard Industrial
Classification Code Number
(if applicable)) N/A
(I.R.S. employer identification
number
(if applicable))

The Exchange Tower, 130 King Street West, Toronto, Ontario, M5X 1J2, (416) 947-4670
(Address and telephone number of registrant’s principal executive offices)

TSX Group Inc., Attention: TSX Group US Holdings, Inc., Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, (302) 658-7581
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Copies to:

David I. Gottlieb, Esq.	Andrew G. Bleau, Esq.
Cleary, Gottlieb, Steen & Hamilton LLP	Ogilvy Renault LLP
One Liberty Plaza	1981 McGill College Ave.
New York, New York 10006	Montréal, Quebec, Canada
(212) 225-2000	(514) 847-4747

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this Registration Statement becomes effective.

     Approximate date of commencement of proposed sale of the securities to the public: From time to time after the effective date of this Registration Statement.

     This Registration Statement and any amendment thereto shall become effective upon filing with the Commission in accordance with Rule 467(a).

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures, check the following box. o

calculation of the registration fee

			Proposed Maximum		Proposed Maximum
Title of Each Class of	Amount to		Offering Price		Aggregate		Amount of
Securities to be Registered	be Registered(1)		Per Unit		Offering Price(2)		Registration Fee
Common Shares....................................................................		6,777,327		N/A		$260,454,174.40		$10,235.85

(1) Maximum number of Common Shares to be issuable pursuant to the offer to shareholders of Bourse de Montréal Inc. (“MX”) with registered addresses in the United States.

(2) Determined pursuant to General Instructions IV.F, IV.H(1) and IV.H(4) of Form F-8 based upon the maximum number of Common Shares issuable to persons holding common shares of MX with registered addresses in the United States, and the average of the high and low prices of common shares of MX on the Toronto Stock Exchange on December 20, 2008 expressed in United States dollars ($38.430221 per share). On December 20, 2008, the exchange rate was Canadian $1.00 equal to U.S. $1.0017 and U.S. $1.00 equal to Canadian $0.9983.

     If, as a result of stock splits, stock dividends or similar transactions, the number of securities purported to be registered on this Registration Statement changes, the provisions of Rule 416 shall apply to this Registration Statement.

PART I

INFORMATION REQUIRED TO BE DELIVERED
TO OFFEREES OR PURCHASERS

Item 1.   Home Jurisdiction Document

     See documents attached, consisting of the notice of special general meeting and management proxy circular (“Management Proxy Circular”) of MX with respect to the proposed amalgamation (the “Amalgamation”) involving Bourse de Montréal Inc. (“MX”) and TSX Group Inc. (“TSX Group”) dated January 10, 2008.

Item 2.   Informational Legends

     See “Cautionary Note to MX Shareholders in the United States” and “Presentation of Financial Information” in the attached Management Proxy Circular.

Item 3.   Incorporation of Certain Information by Reference

     The following documents of MX are incorporated by reference into and form an integral part of the Management Proxy Circular:

— the audited consolidated financial statements of MX for the years ended December 31, 2006, 2005 and 2004, together with the accompanying report of the auditor thereon and the notes thereto, as contained on pages F-3 to F-30 of MX’s non-offering prospectus dated March 23, 2007 (the “Prospectus”);

— the unaudited consolidated financial statements of MX as at September 30, 2007 and for the three-month and nine-month periods ended September 30, 2007 and 2006 together with the notes thereto;

— the section entitled “Risk Factors” contained on pages 97 to 109 of the Prospectus; and

— the material change report of MX dated December 14, 2007 disclosing the Amalgamation and the execution of the combination agreement dated as of December 10, 2007 between MX and TSX Group as amended and restated on January 10, 2008, and the amalgamation agreement among TSX Group, 9189-7058 Québec Inc, 1272434 Alberta ULC and MX setting forth the terms and conditions of the Amalgamation dated December 10, 2007 as amended and restated on January 10, 2008.

     The Management Proxy Circular provides on page 38 that “Any person to whom the accompanying notice of special general meeting and this Circular is delivered may request copies of any of the documents incorporated by reference in this document, or other information concerning MX, without charge, by written or telephonic request directed to MX’s Investor Relations and Communications department by telephone, at (514) 871-3551, or by mail, at Tour de la Bourse, 800 Victoria Square, 4th Floor, Montréal, Québec, H4Z 1A9. Documents incorporated by reference are available without charge, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference into those documents.”

     The following documents of TSX Group are incorporated by reference into and form an integral part of the Management Proxy Circular:

— the annual information form of TSX Group dated March 26, 2007;

— the audited annual consolidated financial statements of TSX Group, together with the accompanying report of the auditors as at December 31, 2006 and 2005 and for the years ended December 31, 2006 and 2005;

— the unaudited interim consolidated financial statements of TSX Group as at September 30, 2007 and for the three-month and nine-month periods ended September 30, 2007 and 2006;

— management’s discussion and analysis of financial condition and results of operations of TSX Group for the fiscal year ended December 31, 2006;

— management’s discussion and analysis of financial condition and results of operations of TSX Group for the three-month and nine-month periods ended September 30, 2007;

— the notice of annual and special meeting of TSX Group Shareholders and management proxy circular of TSX Group dated April 25, 2007;

— the material change report of TSX Group dated December 13, 2007 relating to the Amalgamation; and

— the material change report of TSX Group dated January 8, 2008 relating to the resignation of the current Chief Executive Officer and the appointment of two interim Co-Chief Executive Officers of TSX Group.

     The Management Proxy Circular provides on page 45 that “Any person to whom this notice of special general meeting and management proxy circular is delivered may request copies of any of the documents incorporated by reference in this document, or other information concerning TSX Group, without charge, by written or telephonic request directed to TSX Group’s Director of Investor and Public Relations by telephone, at (416) 947-4317, or by mail, at The Exchange Tower, 130 King Street West, Toronto, Ontario, M5X 1J2. Documents incorporated by reference are available without charge, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference into those documents.”

Item 4.   List of Documents Filed with Commission

     See “List of Documents Filed with the SEC” on page 80 of the attached Management Proxy Circular.

I-2

AMALGAMATION INVOLVING

Bourse de Montréal Inc.

and

TSX Group Inc.

NOTICE OF SPECIAL GENERAL MEETING

and

MANAGEMENT PROXY CIRCULAR

These materials are important and require your immediate attention. They require shareholders of Bourse de Montréal Inc. to make important decisions. If you are in doubt as to how to make such decisions, please contact your financial, legal or other professional advisors.

If you have any questions or require more information with regard to voting your shares of Bourse de Montréal Inc., please contact Kingsdale Shareholder Services Inc., toll-free, at 1-800-775-1986.

Si vous désirez recevoir un exemplaire en français de la présente circulaire, veuillez vous adresser au service Relations avec les investisseurs et Communications de Bourse de Montréal Inc. au (514) 871-3551 ou en faire la demande aux bureaux de Bourse de Montréal Inc. à Tour de la Bourse, 800, square Victoria, 4^e étage, Montréal, Québec, Canada, H4Z 1A9.

January 10, 2008

January 10, 2008

Dear fellow shareholder:

On December 10, 2007, Bourse de Montréal Inc. (“MX”) and TSX Group Inc. (“TSX Group”) announced that they had agreed to combine their organizations to create TMX Group Inc. (“TMX Group”), a leading integrated exchange group.

Shareholders are being asked to approve the creation of a new national exchange group that integrates a broad range of securities and derivatives trading operations. Your Board of Directors believes that this business combination will provide significant value to MX shareholders and strengthen the Canadian capital markets, while ensuring the permanence of MX as Canada’s derivatives exchange within the larger group.

Under the terms of the agreement, MX shareholders will ultimately receive, at the election of each holder, 0.7784 of a common share of TSX Group or $39.00 in cash, for each common share of MX, subject in each case, to pro-ration. After the effect of full pro-ration, each MX shareholder will be entitled to receive, for each common share of MX, 0.5 of a common share of TSX Group and $13.95 in cash. The consideration offered to MX shareholders represents a:

•  34% premium to the closing price of the MX Shares on November 28, 2007 (the “Unaffected MX Share Price”), the last trading day before MX and TSX Group announced their discussions;

•  46% premium (assuming full pro-ration) to the Unaffected MX Share Price based on the closing price of TSX Group Shares on December 7, 2007, the last trading day before MX and TSX Group announced their agreement to combine their organizations.

The proposed transaction is the result of a rigorous process conducted by the MX Board of Directors. The Board of Directors, with the assistance of management and MX’s financial and legal advisors, carefully considered all available strategic options before agreeing to support the transaction. As explained in the accompanying management proxy circular, the process included talks with other interested parties.

In this process, the Board of Directors maximized shareholder value. The Board of Directors also took into account the nature of MX’s business, its importance to the capital markets of Québec and Canada, and the importance of MX operations to the Montréal economy. Accordingly, the Board gave due regard to matters required to obtain the approval of the Autorité des marchés financiers (“AMF”), which acts as lead regulator of MX. The transaction includes substantive business continuity covenants regarding the future of MX operations in Montréal and its continued role as a derivatives exchange within the combined group.

Importantly, TSX Group recognizes in this transaction the position of MX as the Canadian derivatives exchange. In this regard, the transaction includes provisions that will ensure the permanence of Montréal’s position as the Canadian centre of derivatives expertise, including that:

•  MX continues to be the Canadian national exchange for all derivatives trading and related products.

•  MX operations will remain and continue to develop in Montréal.

•  MX’s head office and executive offices will remain in Montréal, as will the head office and executive offices of the Canadian Derivatives Clearing Corporation (“CDCC”).

•  MX will manage Canadian carbon trading for the new TMX Group and will continue to develop the Montréal Climate Exchange (“MCeX”) into a leading market for exchange-traded environmental products.

•  The most senior executive officer of each of MX and CDCC will continue to reside and work in Montréal.

•  The current Chief Executive Officer of MX will retain his position and also assume the position of Deputy Chief Executive Officer of TMX Group, with overall national responsibilities for information technology, commodities derivatives, Natural Gas Exchange, Inc. and all clearing.

•  five (5) of the eighteen (18) members of the board of directors of TMX Group will, during a three (3) year period following the effective date of the business combination, be designated by MX as nominees, with at least one (1) of such nominees to sit on each committee of the board of directors of TMX Group.

•  25% of the nominated directors of TMX Group will, without limit as to time, be residents of Québec.

•  The AMF will continue as the lead regulator in respect of the operations of MX and CDCC, with oversight over the future development of derivatives markets in Montréal.

•  TMX Group will remain subject to a 10% ownership restriction, and any amendments to this restriction will require the approval of each of the AMF and the Ontario Securities Commission.

The proposed transaction provides compelling value to shareholders, redefines the Canadian capital markets and significantly improves the competitive positioning of MX in global financial markets. The combined group will have a stronger platform to compete in the context of the globalization of the exchange industry.

We strongly believe that membership in a broader Canadian exchange group will strengthen MX as a business organization and as a global competitor. Our team of derivatives and technology experts will continue to thrive and build the position of Montréal as a derivatives market that is respected around the world.

The new TMX Group will generate opportunities to accelerate growth by bringing together the strong teams and markets of MX and TSX Group. TMX Group will be well-positioned to increase trading volumes, launch new products, market high-value data services and offer an integrated clearing solution to a larger customer base.

All MX directors voting on the proposed business combination have determined that it is fair, from a financial point of view, to all MX shareholders and is in the best interests of MX and MX shareholders and, therefore, recommend that MX shareholders vote FOR the business combination.

Yours very truly,

(signed) Jean Turmel	(signed) Luc Bertrand
Jean Turmel	Luc Bertrand
Chairman of the Board	President and Chief Executive Officer

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “Meeting”) of holders (“MX Shareholders”) of common shares (the “MX Shares”) of Bourse de Montréal Inc. (“MX”) will be held at the Ritz-Carlton Montréal Hotel, Oval Room, 1228 Sherbrooke Street West, Montréal, Québec, on February 13, 2008, at 10:00 a.m. (Montréal time) for the following purposes:

(a)

to consider and, if deemed advisable, to pass a resolution (the “Amalgamation Resolution”) confirming By-Law 2008-1 which has been adopted by the Board of Directors of MX (the “Board”) for the purpose of (i) approving an amalgamation agreement (the “Amalgamation Agreement”) relating to the amalgamation (the “Amalgamation”) of MX and 9189-7058 Québec Inc. (“TSX Subco”), an indirect wholly-owned subsidiary of TSX Group Inc., all as more particularly described in the accompanying Management Proxy Circular of MX (the “Circular”) and (ii) authorizing a member of the Board to sign the Articles of Amalgamation (as defined in the Circular); and

(b)

to transact such further and other business as may properly be brought before the Meeting or any adjournment or postponement thereof.

The Board has fixed January 8, 2008 as the record date for determining MX Shareholders who are entitled to receive notice of and to vote at the Meeting. Only MX Shareholders whose names have been entered in the register of MX on the close of business on that date will be entitled to receive notice of and vote at the Meeting.

The Amalgamation is described in the Circular, which forms part of this notice. The full text of the Amalgamation Resolution and the Amalgamation Agreement are set out in Appendix A and B, respectively, to the Circular.

An MX Shareholder may attend the Meeting in person or may be represented by proxy. If you are a registered shareholder, you are requested, whether or not you intend to attend the Meeting, to complete, sign, date and return the enclosed form of proxy (on blue paper) either in the enclosed envelope addressed to CIBC Mellon Trust Company at P.O. Box 1036, Adelaide Street Postal Station, Toronto, Ontario, M5C 2K4, Attention: Corporate Restructures, or otherwise by hand delivery or courier to CIBC Mellon Trust Company, Attention: Corporate Restructures, at 2001 University Street, Suite 1600, Montréal, Québec, H3A 2A6, or 199 Bay Street Commerce Court West, Securities Level, Toronto, Ontario, M5L 1G9.

Proxies must be received by no later than 5:00 p.m. (Montréal time) on February 11, 2008 or, in the event that the Meeting is adjourned or postponed, then not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time the adjourned Meeting is reconvened or the postponed Meeting is convened. If you are a non-registered shareholder, please refer to the section in the Circular entitled “Information Concerning the Meeting — Non-Registered Holders” for information on how to vote your MX Shares.

MX Shares represented by properly executed forms of proxy in favour of the persons designated in the enclosed form of proxy will be voted in accordance with instructions therein on any ballot that may be held. MX Shares will be voted FOR the approval of the Amalgamation Resolution if no specification has been made in the form of proxy.

DATED at the City of Montréal, in the Province of Québec, this 10th day of January, 2008.

By Order of the Board of Directors,

(signed) Joëlle Saint-Arnault

Joëlle Saint-Arnault

Vice-President, Legal Affairs and Secretary

TABLE OF CONTENTS

	Page
INFORMATION CONTAINED IN THIS CIRCULAR		1
INFORMATION CONTAINED IN THIS CIRCULAR REGARDING TSX GROUP		1
CAUTIONARY NOTE TO MX SHAREHOLDERS IN THE UNITED STATES		1
PRESENTATION OF FINANCIAL INFORMATION		2
CERTAIN TAX MATTERS		2
ELIGIBILITY FOR INVESTMENT		2
REPORTING CURRENCIES AND EXCHANGE RATES		3
CAUTIONARY STATEMENT WITH RESPECT TO FORWARD LOOKING STATEMENTS		3
SUMMARY		5
INFORMATION CONCERNING THE MEETING		13
Purpose of the Meeting		13
Date, Time and Place of Meeting		13
Solicitation and Appointment of Proxies		13
Non-Registered Holders		13
Revocation of Proxies		14
Voting of Proxies		14
Discretionary Authority		14
Voting Securities and Principal Holders of Voting Securities		14
THE AMALGAMATION		15
Background to the Amalgamation		15
Recommendation of the Board of Directors		17
Reasons for the Board Recommendation		17
Fairness Opinions		20
MX Shareholder Approval Required for the Amalgamation		20
Implementation of the Amalgamation		21
Effect of Amalgamation Upon MX Shareholders		21
Plans for Amalco After the Amalgamation		21
Amalgamation Mechanics		21
No Dissenting Shareholders’ Rights and Business Combination		26
Regulatory Matters and Other Consents		26
Securities Law Matters		27
Financing Arrangements and Expenses of the Amalgamation		28
Delisting and Reporting Issuer Status		28
THE COMBINATION AGREEMENT		28
Representations and Warranties		28
Regulatory Approvals		29
Covenants of the Parties		29
Employee Matters		34
Conditions Precedent to the Amalgamation		34
Termination Rights		35
Termination Fee		36
Expense Reimbursement		36
INFORMATION REGARDING MX		37
Overview		37
MX Documents Incorporated by Reference		37
Recent Developments		38
Trading History		39
Interest of Informed Persons in Material Transactions		39

i

	Page
INFORMATION REGARDING TSX GROUP		41
Overview		41
Corporate Structure		41
Recent Initiatives, Investments and Developments		42
Description of Share Capital of TSX Group		43
Market for Securities		44
Consolidated Capitalization		44
Shareholdings of Directors and Executive Officers		45
Interests of Experts		45
TSX Group Documents Incorporated by Reference		45
MX AND TSX GROUP AFTER THE AMALGAMATION		46
General		46
Directors		46
Governance and Business Continuity		49
Share Capital Matters		50
Principal Holders of Securities		50
Auditors		50
Transfer Agent and Registrar		50
SELECTED HISTORICAL AND PRO FORMA FINANCIAL INFORMATION		50
Selected Historical Financial Information Regarding MX		50
Selected Historical Financial Information Regarding TSX Group		51
Selected Unaudited Pro Forma Financial Information		52
RISK FACTORS		54
Risks Relating to the Amalgamation		54
Risks Relating to TSX Group		55
Risks Relating to MX		61
CERTAIN TAX CONSIDERATIONS FOR MX SHAREHOLDERS		61
Canadian Federal Income Tax Consequences		61
Certain United States Federal Income Tax Considerations		63
LEGAL MATTERS		66
ADDITIONAL INFORMATION		67
QUESTIONS AND FURTHER ASSISTANCE		67
APPROVAL OF DIRECTORS		68
AUDITORS’ CONSENTS		69
GLOSSARY OF TERMS		71
LIST OF DOCUMENTS FILED WITH THE SEC		80
APPENDIX A — AMALGAMATION RESOLUTION		A-1
APPENDIX B — AMALGAMATION AGREEMENT		B-1
APPENDIX C — OPINIONS OF NATIONAL BANK FINANCIAL INC. AND CITIGROUP GLOBAL MARKETS INC.		C-1
APPENDIX D — UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF TSX GROUP		D-1

ii

BOURSE DE MONTRÉAL INC.

MANAGEMENT PROXY CIRCULAR

This Circular is furnished in connection with the solicitation of proxies by and on behalf of the management of MX. The accompanying form of proxy is for use at the Meeting and at any adjournment or postponement thereof and for the purposes set forth in the accompanying Notice of Special General Meeting. A glossary of certain terms used in this Circular can be found on pages 71 to 79 of this Circular.

INFORMATION CONTAINED IN THIS CIRCULAR

Information contained herein is given as of December 31, 2007, except as otherwise noted.

If any matters which are not now known should properly come before the Meeting, the accompanying form of proxy will be voted on such matters in accordance with the best judgment of the person voting upon them.

No person has been authorized to give any information or to make representations in connection with the Amalgamation and other matters described herein other than those contained in this Circular and, if given or made, any such information or representation should be considered not to have been authorized by MX or TSX Group.

This Circular does not constitute the solicitation of an offer to purchase any securities or the solicitation of a proxy by any person in any jurisdiction in which such solicitation is not authorized or in which the person making such solicitation is not qualified to do so or to any person to whom it is unlawful to make such solicitation.

MX Shareholders should not construe the contents of this Circular as legal, tax or financial advice and should consult with their own professional advisors as to the relevant legal, tax, financial or other matters in connection herewith.

INFORMATION CONTAINED IN THIS CIRCULAR REGARDING TSX GROUP

TSX Group has provided the information contained in this Circular or incorporated herein by reference concerning TSX Group and its subsidiaries and affiliates, including the information contained under the section entitled “Selected Unaudited Pro Forma Financial Information”, other than the information related solely to MX, its subsidiaries and BOX. Although MX has no knowledge that would indicate that any statements contained therein relating to TSX Group taken from or based upon such documents and records are untrue or incomplete, neither MX nor any of its officers or directors assumes any responsibility for the accuracy or completeness of the information relating to TSX Group taken from or based upon such documents or records, or for any failure by TSX Group to disclose events that may have occurred or that may affect the significance or accuracy of any such information, but which are unknown to MX.

CAUTIONARY NOTE TO MX SHAREHOLDERS IN THE UNITED STATES

MX and TSX Subco are companies organized under the laws of the Province of Québec, Canada. TSX Group is a company organized under the laws of the Province of Ontario, Canada. The offering and sale of TSX Group Shares in connection with the Amalgamation is being registered under a multijurisdictional disclosure system adopted by the United States that permits this Circular to be prepared in accordance with the disclosure requirements of Canada. Prospective investors should be aware that such requirements are different from those of the United States. The issuance of the Amalco Redeemable Shares has not been, and is not required to be, registered in the United States because, among other things, they will be immediately redeemed for cash in the Amalgamation. There is no active trading market in the United States for TSX Group Shares at the present time and none is expected to develop in the future. Thus, holders of TSX Group Shares likely will have to trade such shares on Toronto Stock Exchange (“TSX”).

MX is a “foreign private issuer” as such term is defined in Rule 3b-4 under the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”). As a result, despite the fact that MX has United States resident shareholders, the solicitation of proxies is not subject to the requirements of Section 14(a) of the U.S. Exchange Act by virtue of Rule 3a12-3 under the U.S. Exchange Act applicable to proxy solicitations by foreign private issuers. The solicitation of proxies and the transactions contemplated in this Circular are being effected in accordance with Canadian corporate and securities laws. MX Shareholders should be aware that disclosure requirements under Canadian laws are different from such requirements under United States securities laws. MX Shareholders should also be aware that requirements under Canadian laws may differ from requirements under United States corporate and securities laws relating to United States corporations. TSX Group is, and, at the Effective Date is expected to be, a “foreign private issuer” as defined in Rule 3b-4 under the U.S. Exchange Act.

1

The enforcement by investors of civil liabilities under United States federal securities laws may be affected adversely by the fact that MX and TSX Subco exist under the laws of the Province of Québec, and TSX Group exists under the laws of the Province of Ontario, that some or all of their respective officers and directors are not residents of the United States, that some or all of the experts named in this Circular are not residents of the United States, and that all or a substantial portion of their respective assets may be located outside the United States. You may face substantive and procedural barriers to obtaining a judgment against MX, TSX Group, TSX Subco or their respective officers, directors or experts in a Canadian court predicated on violations of United States securities laws. It may be difficult to compel a Canadian company, its affiliates and non-resident individuals to subject themselves to a judgment of a United States court.

THE TRANSACTION CONTEMPLATED IN THIS CIRCULAR AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY SECURITIES REGULATORY AUTHORITY NOR HAS ANY SECURITIES REGULATORY AUTHORITY PASSED UPON THE FAIRNESS OR MERITS OF THIS TRANSACTION OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

PRESENTATION OF FINANCIAL INFORMATION

The MX financial statements and the TSX Group financial statements incorporated by reference in this Circular together with the selected historical and pro forma financial information of MX and TSX Group and the unaudited pro forma condensed combined financial information of TSX Group included herein have been prepared in accordance with accounting principles generally accepted in Canada, or Canadian GAAP, and subject to auditing and auditor independence standards in Canada and thus may not be comparable to financial statements or financial information of United States companies. Canadian GAAP differs in material respects from generally accepted accounting principles in the United States, or U.S. GAAP. The MX financial statements and the TSX Group financial statements incorporated by reference in this Circular together with the selected historical and pro forma financial information of MX and TSX Group and the unaudited pro forma condensed combined financial information of TSX Group included herein are not intended to, and do not comply with the requirements of the SEC that would be applicable in connection with a registered offering of securities in the United States that is not being made pursuant to the multijurisdictional disclosure system. Compliance with such requirements would require the presentation of U.S. GAAP financial information for MX and TSX Group, and the presentation of certain other information not included herein or the exclusion of certain information. Neither MX nor TSX Group is or will become a registrant in the United States and neither provides a qualitative or quantitative reconciliation of its financial statements to U.S. GAAP.

CERTAIN TAX MATTERS

MX Shareholders should be aware that the cancellation of their MX Shares and the issuance of TSX Group Shares and Amalco Redeemable Shares in exchange therefor, or the payment of cash in connection with the redemption of Amalco Redeemable Shares, depending on their election or deemed election, may have tax consequences in both the United States and Canada. Such consequences for MX Shareholders who are resident in, or citizens of, the United States may not be described fully herein. See “Certain Tax Considerations for MX Shareholders — Canadian Federal Income Tax Consequences” and “Certain Tax Considerations for MX Shareholders — Certain United States Federal Income Tax Considerations” in the Circular.

ELIGIBILITY FOR INVESTMENT

Based on the provisions of the Tax Act (as defined hereunder) and the regulations thereunder, and all proposed amendments to the Tax Act, the TSX Group Shares received by an MX Shareholder pursuant to the Amalgamation will, on the date of their issuance, be qualified investments for trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans, registered education savings plans, and registered disability savings plans. See “Certain Tax Considerations for MX Shareholders — Canadian Federal Income Tax Consequences”.

2

REPORTING CURRENCIES AND EXCHANGE RATES

All dollar figures or references to “$” in this Circular, unless otherwise specifically stated, are references to Canadian currency.

The following table sets out (i) the average rate of exchange for one Canadian dollar in U.S. dollars in each of the following periods, (ii) the high and low rate of exchange for one Canadian dollar in U.S. dollars during those periods, and (iii) the rate of exchange in effect at the end of each of those periods, in each case based on the noon buying rates of exchange published by the Bank of Canada. On November 28, 2007, the last trading day prior to the announcement of discussions relating to the Amalgamation, the noon buying rate for one Canadian dollar in U.S. dollars published by the Bank of Canada was US$1.0093.

							Period
Year Ended	Average(1)		High		Low		End
December 31, 2005		0.8253		0.8690		0.7872		0.8577
December 31, 2006		0.8818		0.9099		0.8528		0.8581

							Period
Month Ended	Average(2)		High		Low		End
July 31, 2007		0.9521		0.9641		0.9521		0.9384
August 31, 2007		0.9450		0.9525		0.9298		0.9466
September 30, 2007		0.9753		1.0037		0.9482		1.0037
October 31, 2007		1.0254		1.0527		0.9996		1.0527
November 30, 2007		1.0340		1.0905		0.9992		0.9992
December 31, 2007		0.9969		1.0220		0.9788		1.0120
January 2008 (through January 9, 2008)		1.0009		1.0096		0.9916		0.9916

(1)	The average daily exchange rate during the applicable year.
(2)	The average daily exchange rate during the applicable month.

CAUTIONARY STATEMENT WITH RESPECT TO FORWARD LOOKING STATEMENTS

This Circular and some of the information incorporated by reference into this Circular contain “forward looking information” (as defined in applicable Canadian securities legislation) and “forward looking statements” (as defined in the U.S. Exchange Act) (forward looking information and forward looking statements being collectively hereinafter referred to as “forward looking information”) that are based on expectations, estimates and projections as of the date of this Circular. 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”, “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 involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of MX or TSX Group to be materially different from any future results, performance or achievements expressed or implied by the forward looking information in this Circular.

Examples of such forward looking information in this Circular include, but are not limited to, (A) factors relating to the Amalgamation and the results expected to be achieved from the successful completion of the Amalgamation, including: (1) the enhanced ability of TSX Group to compete globally; (2) the strenghtened and more diversified revenue base of TSX Group; (3) the creation of opportunities to achieve cost and revenue synergies; (4) the acceleration of growth strategies; and (5) the potential for further expansion; all of which are subject to significant risks and uncertainties (including those related to the successful completion of the transactions contemplated by the Combination Agreement and the Amalgamation Agreement) including (i) the ability to obtain the Regulatory Approvals on the proposed terms and schedule; (ii) the risk that the businesses of MX and TSX Group will not be integrated successfully; (iii) the risk that the cost savings, growth prospects and any other synergies expected to result from the Amalgamation may not be fully realized or may take longer to realize than expected; and (iv) the possibility that the Combination Agreement or Amalgamation Agreement may be terminated and/or that the Amalgamation may not proceed as expected or at all; and (B) factors relating to stock and derivatives exchanges and the business, financial position, operations and prospects of MX or TSX Group which are subject to significant risks and uncertainties, including competition from other exchanges or marketplaces, including alternative trading systems, new technologies and other sources, on a national or international

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basis; dependence on the economy of Canada; failure to retain and attract qualified personnel; geopolitical factors which could cause business interruption; dependence on information technology; failure to implement respective strategies; changes in regulation; risks of litigation; failure to develop or gain acceptance of new products; adverse effect of new business activities; dependence of trading operations on a small number of clients; the risks associated with NGX’s and CDCC’s (both of which are defined herein) clearing operations; the risks associated with the credit of customers; cost structures being largely fixed; and dependence on market activity that cannot be controlled. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward looking information contained in this Circular.

Such 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 Amalgamation or otherwise about the ability of MX and TSX Group to successfully compete against global exchanges by creating through such an amalgamation an enterprise of increased scale; the accuracy of projected synergies in respect of expected cash flows, cost savings and profitability; the timely completion of the steps required to be taken for the Amalgamation of MX and TSX Group pursuant to the terms of the Combination Agreement; the approvals or clearances required to be obtained by MX from its shareholders, the Regulatory Approvals being successfully obtained; business and economic conditions generally; exchange rates (including estimates of the U.S. dollar — Canadian dollar exchange rate), the level of trading and activity on markets, and particularly the level of trading in MX and TSX Group’s key products; the continued availability of financing on appropriate terms for future projects; productivity at MX or TSX Group, as well as that of MX’s or TSX Group’s competitors; market competition; research & development activities; the successful introduction of new derivatives products; tax benefits/charges; the impact on MX and TSX Group of various regulations and initiatives; MX’s or TSX Group’s ongoing relations with their employees; and the extent of any labour, equipment or other disruptions at any of their operations of any significance other than any planned maintenance or similar shutdowns.

While MX and TSX Group anticipate that subsequent events and developments may cause their views to change, MX and TSX Group specifically will not update this forward looking information, except as required by law. This forward looking information should not be relied upon as representing MX’s or TSX Group’s views as of any date subsequent to the date of this Circular. MX and TSX Group 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 MX, TSX Group or the Amalgamation of MX and TSX Group. Additional factors are noted elsewhere in this Circular and in the documents incorporated by reference into this Circular. See, for example, the section entitled “Risk Factors” in this Circular, the section entitled “Risk Factors” contained in TSX Group’s AIF, and the section entitled “Risk Factors” contained in the Prospectus and the impact upon them of subsequently reported items.

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SUMMARY

The following is a summary of certain information contained in this Circular. This summary is not intended to be complete and is qualified in its entirety by the more detailed information contained elsewhere in this Circular, all of which is important and should be reviewed carefully.

Information Concerning the Meeting

The Meeting will be held at the Ritz-Carlton Montréal Hotel, Oval Room, 1228 Sherbrooke Street West, Montréal, Québec, Canada, on February 13, 2008, at 10:00 a.m. (Montréal time). The purpose of the Meeting is to consider and vote on the Amalgamation Resolution and to transact such other business as may properly come before the Meeting. See “Information Regarding the Meeting — Date, Time and Place of Meeting” and “Information Regarding the Meeting — Purpose of the Meeting”.

The Amalgamation Resolution must be approved by at least 662/3% of the votes cast by MX Shareholders present in person or represented by proxy at the Meeting. See “The Amalgamation — MX Shareholder Approval Required for the Amalgamation”.

The Amalgamation

The Amalgamation is to be carried out under Part IA of the Companies Act pursuant to the terms of the Combination Agreement and the Amalgamation Agreement.

A copy of the Combination Agreement can be found on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. MX Shareholders are encouraged to read the Combination Agreement as it is the principal agreement that governs the Amalgamation. For a summary of the principal provisions of the Combination Agreement, see “The Combination Agreement”. The Amalgamation Agreement is attached as Appendix B to this Circular. For a summary of the principal provisions of the Amalgamation Agreement, see “The Amalgamation — Amalgamation Mechanics”.

The Amalgamation will become effective after the required MX Shareholder approvals have been obtained, all other conditions precedent to the Amalgamation set forth in the Combination Agreement have been satisfied or waived and the Certificate of Amalgamation has been issued. The Effective Date is expected to occur in the first quarter of 2008.

Recommendation of the Board of Directors

After careful consideration, the Board has determined that the Amalgamation is fair to all MX Shareholders and is in the best interests of MX and the MX Shareholders. Accordingly, the Board unanimously recommends that MX Shareholders vote FOR the Amalgamation Resolution. One member of the Board of Directors, Mr. Richard Schaeffer, the Chairman of NYMEX, did not participate in this determination but has indicated that he concurs with the recommendation of the Board. On December 12, 2007, NYMEX entered into a Support and Voting Agreement with TSX Group. See “The Amalgamation — Recommendation of the Board of Directors” and “The Amalgamation — MX Shareholder Approval Required for the Amalgamation”.

Reasons for the Board Recommendation

On December 9, 2007, the Board of Directors approved the Combination Agreement and the Amalgamation Agreement, and determined that the Amalgamation is fair to all MX Shareholders and is in the best interests of MX and the MX Shareholders. The Board of Directors unanimously recommends that MX Shareholders vote FOR the Amalgamation at the Meeting. See “The Amalgamation — Recommendation of the Board of Directors” and “The Amalgamation — MX Shareholder Approval Required for the Amalgamation”.

In reaching its decision to approve the Combination Agreement and recommend that the MX Shareholders approve the Amalgamation, the Board of Directors considered a number of factors, including the ones discussed in the following paragraphs. In light of the number and wide variety of factors considered in connection with its evaluation of the transaction, the Board of Directors did not consider it practicable to, and did not attempt to, quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its determination. Rather, the Board of Directors made its recommendation based on the totality of information presented to, and the investigation conducted by or at the direction of, the Board of Directors. In addition, individual directors may have given different weight to different factors. This explanation of the reasons for recommending the Amalgamation and other information presented in this section is

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forward looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Statement With Respect to Forward Looking Statements”.

In arriving at its determination, the Board of Directors consulted with MX’s management and its financial and legal advisors and considered a number of factors, including the following material factors, which the Board of Directors viewed as generally supporting its determination:

•  Increased Competitive Strengths

•  Greater Product Offering.  TSX Group and MX have limited product overlap. As an integrated exchange group bringing together the operational, financial and technical resources of TSX Group and MX, the combined entity will offer its customers access to diversified products and services. The combination of TSX Group and MX will create a leading North American exchange group encompassing multiple asset classes and comprising a broad range of cash and derivatives products, including products based on interest rates, equities, equity indexes, foreign exchange, energy and environmental financial products. The combined entity will be well-positioned to compete against other U.S. and foreign exchanges and the over-the-counter market in a rapidly evolving industry.

•  Increased Size and Financial Strength.  MX Shareholders will benefit from participating in a larger entity after the Amalgamation. On a pro forma basis after giving effect to the Amalgamation, the combined entity would have had combined revenues and net income of approximately $432 million and $133 million, respectively, for the year ended December 31, 2006 and approximately $377 million and $122 million, respectively, for the nine-month period ended September 30, 2007. See “Selected Unaudited Pro Forma Financial Information”.

On a pro forma basis after giving effect to the Amalgamation, the combined entity would have a strong balance sheet and the potential to generate cash flow to finance future expansion, investments in new or improved technology, and development of new products and services for its customers.

•  More Diversified Revenue Base.  MX Shareholders will have an interest in an exchange group that combines TSX Group’s large and liquid equities trading business with MX’s growing derivatives trading business. For the year ended December 31, 2006, approximately 75% of MX’s total transaction and clearing fee revenues were attributable to MX’s key products, the Three-Month Canadian Bankers’ Acceptance Futures contract (“BAX”), the Ten-Year Government of Canada Bond Futures contract (“CGB”) and the S&P Canada 60 Index Futures contract (“SXF”); the Amalgamation will reduce dependence on revenues and profits from these products.

•  Combination Delivers Value for MX Shareholders

•  Significant Premium to MX Share Price.  MX Shareholders will receive total consideration of up to 15,346,000 TSX Group Shares and, upon the redemption of the Amalco Redeemable Shares, up to $428.2 million in cash. After the effect of full pro-ration and the redemption of the Amalco Redeemable Shares, MX Shareholders will be entitled to receive, for each MX Share, 0.5 of a TSX Group Share and $13.95 in cash. The consideration offered to MX Shareholders represents:

(i)	a 34% premium to the Unaffected MX Share Price, being the last trading day before MX and TSX Group publicly announced that they were in discussions regarding the Amalgamation, and
(ii)	a 46% premium (assuming full pro-ration) to the Unaffected MX Share Price based on the closing price of TSX Group Shares on December 7, 2007, the last trading day before MX and TSX Group announced the Amalgamation.

•  Continuing Participation in the Combined Entity’s Growth Potential.  While MX Shareholders may monetize a significant portion of their investment in MX by electing the Cash Alternative, MX Shareholders as a group will own approximately 19% of the TSX Group Shares upon completion of the Amalgamation, and will have the opportunity to share in the future growth and anticipated cost and revenue synergies of the combined entity.

•  Combination Creates Opportunity to Achieve Meaningful Synergies.  The combination is anticipated to create significant value for TSX Group and MX Shareholders through the combined entity’s enhanced growth profile and opportunity to realize meaningful synergies. The parties are currently targeting annual cost synergies of $25 million, expected to be achieved by reducing corporate costs, rationalizing premises

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and data centres and optimizing technology. Depending on when the Effective Date occurs, synergies will be partially phased in during 2008, with most of the $25 million in synergies expected to be realized in 2009. In addition, MX and TSX Group will target revenue synergies by developing new trading, clearing and market data products, leveraging a broader platform across multiple asset classes, targeting cross-selling opportunities over the combined TSX Group-MX customer base, optimizing clearing models, and expanding the combined customer base globally.

•  Increased Liquidity.  MX Shareholders who elect the Share Alternative will enjoy greater liquidity upon completion of the Amalgamation, as the larger combined entity is expected to have a market capitalization of approximately $4.1 billion, based on the closing price of the TSX Group Shares as at January 9, 2008.

•  Consideration Offered under the Amalgamation is Fair from a Financial Point of View.  The MX Board of Directors has received written opinions from each of NBF and Citi, dated December 9, 2007 and December 10, 2007, respectively, to the effect that, as at their respective dates, and based upon the listed assumptions, limitations and considerations, the consideration to be received under the Amalgamation is fair from a financial point of view to all MX Shareholders. Copies of the opinions of NBF and Citi are contained in Appendix C to this Circular.

•  Significant Benefits for Québec and Canadian Capital Markets

•  Meaningful Business Continuity Covenants.  The Amalgamation will redefine the Canadian capital markets, while ensuring, through meaningful business continuity covenants, the permanence of MX’s derivatives expertise. To ensure this permanence and that the associated value-added employment in the derivatives and information technology sectors remain in Montréal, the Combination Agreement provides that MX’s head office and its existing derivatives trading and related product operations will remain in Montréal, as will the head office of CDCC. In addition, the most senior executive officer of each of MX and CDCC will reside and work in Montréal. MX will also continue to manage the MCeX as it develops into a leading market for exchange traded environmental products in Canada. The AMF will continue as the lead regulator in respect of the operations of MX and CDCC, and the combined entity will remain subject to a 10% ownership restriction and any amendments to this restriction will require the approval of each of the AMF and the OSC.

•  Continuing Involvement of MX Management.  The combined entity will be led by a strong, experienced management team, including Mr. Luc Bertrand, the President and Chief Executive Officer of MX, who will assume the role of Deputy Chief Executive Officer of the combined entity and will retain the role of Chief Executive Officer of MX. Mr. Bertrand will have significant involvement in the combined entity and will oversee the integration of TSX Group and MX after the Amalgamation. In addition, Mr. Bertrand’s responsibilities will include (i) all of the combined entity’s derivatives activities in Canada and elsewhere, (ii) all of the combined entity’s commodity derivatives activities, (iii) NGX, (iv) all cash market and derivatives clearing activities, including CDCC, (v) MCeX (trading and clearing), (vi) BOX, and (vii) all of the information technology functions of the combined entity and the Chief Information Officer will report to Mr. Bertrand.

•  Continuing Québec Board Representation.  Five of the initial 18 members of the board of directors of the combined entity will be MX-designated directors, including Mr. Bertrand. The MX-designated directors will be nominated for election to the board of directors of the combined entity at each of the first three annual meetings of the combined entity called following the Effective Date. In addition, at least one MX-designated director will sit on each committee of the board of directors of the combined entity for a period of three years after the Effective Date. Finally, at every annual meeting of the combined entity following the Effective Date, without restriction as to time, 25% of the total number of directors nominated for election in any such year will be residents of Québec, provided that the MX designated directors will be deemed to be residents of Québec for these purposes, regardless of whether or not they are residents of Québec.

•  Improved Positioning in the Global Exchange Industry

•  Improved Positioning in Light of Global Exchange Consolidation Trends.  Substantial consolidation in the exchange sector has occurred and continues to occur around the world. The Amalgamation will create a substantially larger entity with a market capitalization of approximately $4.1 billion, based on the closing

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price of the TSX Group Shares as at January 9, 2008. The combined entity will be better positioned to compete and benefit from this consolidation trend.

•  Combination Creates Opportunities to Accelerate Growth Strategies.  By bringing together the strong markets, teams and expertise of MX and TSX Group, the combined entity will be well-positioned to grow trading volumes, including by developing and launching new products, and will have the resources and scale to develop new high-value data services and offer an integrated clearing solution to an enlarged and international customer base. Furthermore, the combination allows the combined entity to generate growth prospects and strategies, including growth strategies outside of Canada, particularly in the U.S. via MX’s interest in BOX, to which TSX Group is strongly committed.

MX Shareholder Approval Required for the Amalgamation

For the Amalgamation to be implemented, the Amalgamation Resolution must be approved by at least 662/3% of the votes cast by MX Shareholders present in person or represented by proxy at the Meeting.

Each of the Supporting MX Shareholders, who hold an aggregate of 5,271,459.334 MX Shares (representing 17.2% of the issued and outstanding MX Shares) has entered into Support and Voting Agreements evidencing, among other things, their agreement (a) to support and vote their Shareholder Securities (as defined therein) in favour of the Amalgamation Resolution and to vote such securities against any Acquisition Proposal and to not otherwise support any Acquisition Proposal unless their Support and Voting Agreement is terminated in accordance with its terms; (b) until the earlier of the termination of their Support and Voting Agreement and the Effective Date, (i) not to take any action which might reduce the likelihood of, or interfere with, the completion of the Amalgamation, except under limited circumstances, and (ii) not to sell, assign, transfer, dispose of, hypothecate, alienate or encumber in any way, or tender to any offer, any of their Shareholder Securities; and (c) in the event of a Superior Proposal, to continue to support and vote in favour of the Amalgamation Resolution at any meeting of MX Shareholders.

The Support and Voting Agreement entered into between each of Messrs. Luc Bertrand, Jean Turmel and Stephen Wayne Finch and TSX Group will not terminate in the event the Board of Directors exercises its right to terminate the Combination Agreement in order to accept a Superior Proposal. However, the Support and Voting Agreement entered into between NYMEX and TSX Group will terminate in such event.

Effect of the Amalgamation Upon MX Shareholders

Following the Amalgamation, MX Shareholders will have received either TSX Group Shares or, upon the redemption of the Amalco Redeemable Shares, cash or a combination of TSX Group Shares and such cash in consideration for their MX Shares, depending on their election or deemed election and the pro-ration mechanism as described under the heading “The Amalgamation — Amalgamation Mechanics — Amalgamation”.

Amalgamation Mechanics

Amalgamation

Upon the Amalgamation becoming effective, the MX Shares outstanding immediately prior to the Effective Date shall, at the election of each holder thereof, either be: (i) cancelled and the holder thereof shall receive in exchange such number of TSX Group Shares equal to the product of the number of such MX Shares held by such holder multiplied by the Exchange Ratio (the “Share Alternative”); or (ii) converted into such number of Amalco Redeemable Shares as is equal to the number of such MX Shares held by such holder, which Amalco Redeemable Shares shall be redeemed immediately following the Amalgamation by Amalco in consideration for $39 per share (the “Cash Alternative”), in each case subject to pro-ration as described below. See “The Amalgamation — Amalgamation Mechanics — Pro-ration”.

For a complete description of the mechanics of the Amalgamation, see the Amalgamation Agreement substantially in the form attached as Appendix B to this Circular.

Fractional Shares

No fractional TSX Group Shares will be issued under the Amalgamation, and any resulting fractional TSX Group Share shall be rounded down, to the closest whole number, and the MX Shareholder will receive the net cash proceeds of such fractional TSX Group Share. See “The Amalgamation — Amalgamation Mechanics — Fractional Shares”.

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Pro-ration

The maximum number of Amalco Redeemable Shares issuable to MX Shareholders under the Amalgamation will be 10,979,487 Amalco Redeemable Shares and the maximum amount of cash payable by Amalco on redemption of Amalco Redeemable Shares shall be $428.2 million. The maximum number of TSX Group Shares issuable to MX Shareholders under the Amalgamation will be 15,346,000 TSX Group Shares. If the aggregate number of TSX Group Shares that would otherwise be issuable to MX Shareholders who elect the Share Alternative in respect of their MX Shares exceeds the Maximum Share Consideration, such MX Shareholders will receive a reduced pro-rata number of TSX Group Shares with the balance of the consideration owing being paid in Amalco Redeemable Shares. If the aggregate cash consideration that would otherwise be payable by Amalco to MX Shareholders upon redemption of the Amalco Redeemable Shares who elect (or are deemed to have elected) the Cash Alternative in respect of their MX Shares exceeds the Maximum Cash Consideration, such MX Shareholders will receive a reduced pro-rata amount of cash with the balance of the consideration owing being paid in TSX Group Shares. See “The Amalgamation — Amalgamation Mechanics — Pro-ration”.

Treatment of the MX Options

As at January 9, 2008, MX Options to purchase an aggregate of 190,000 MX Shares were outstanding. In addition, up to 35,213 MX Options may be granted to two executive officers of MX before the end of January 2008, pursuant to the terms of existing employment agreements and in accordance with the terms of the MX Stock Option Plan.

Currently exercisable MX Options may be exercised at any time prior to the Effective Date.

The Combination Agreement provides that any Unexercised Option will be cancelled and replaced by a Replacement Option to purchase TSX Group Shares entitling the holder thereof to purchase a number of TSX Group Shares equal to the product of the number of MX Shares issuable upon exercise of such Unexercised Option multiplied by the Exchange Ratio. See “The Amalgamation — Amalgamation Mechanics — Amalgamation”.

Procedure for the Surrender of Share Certificates and Payment

Assuming the Amalgamation receives a favourable vote at the Meeting, and upon satisfaction of the conditions precedent to the Amalgamation, MX will, at least ten (10) days prior to the Effective Date, issue a press release that will notify MX Shareholders of the anticipated Effective Date and the Election Deadline, which will be 5:00 p.m. (Montréal time) the second Business Day prior to the Effective Date. MX Shareholders will be required to return the duly completed Transmittal and Election Form in order to receive the TSX Group Shares, the cash consideration payable upon the redemption of the Amalco Redeemable Shares or a combination of TSX Group Shares and cash (after deducting any withholding tax, as applicable), to which they are entitled. MX Shareholders must return the duly completed Transmittal and Election Form prior to the Election Deadline in order to make a valid election and receive, as soon as possible following the Effective Date, the consideration to which they are entitled to.

The details of the procedures for the deposit of share certificates representing the MX Shares and the delivery by the Depository of the TSX Group Shares or payment by the Depository of the cash consideration are set out in the Transmittal and Election Form accompanying this Circular (on yellow paper).

Any MX Shareholder who fails to complete a Transmittal and Election Form prior to the Election Deadline, as provided in the Amalgamation Agreement, or who does not properly elect either the Share Alternative or the Cash Alternative in the Transmittal and Election Form, with respect to any MX Shares deposited by such MX Shareholder in connection with the Amalgamation, will be deemed to have elected the Cash Alternative.

MX Shareholders whose MX Shares are registered in the name of a broker, investment dealer, bank, trust company or other intermediary should contact that intermediary for instructions and assistance in delivering share certificates representing those MX Shares.

Redemption

Immediately following the Amalgamation, Amalco will automatically redeem all the outstanding Amalco Redeemable Shares in consideration for $39.00 in cash per share. No notice of redemption or other act or formality on the part of Amalco shall be required to redeem the Amalco Redeemable Shares. No certificates for the Amalco Redeemable Shares shall be issued to holders.

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Selected Unaudited Pro Forma Financial Information

The following Pro Forma Statements have been derived from and should be read together with the unaudited pro forma condensed combined financial information and related notes attached as Appendix D to this Circular. The Pro Forma Statements are derived from the historical financial statements of TSX Group and MX and have been prepared in accordance with Canadian GAAP. These Pro Forma Statements follow the same accounting policies and their methods of application as TSX Group’s consolidated financial statements.

The unaudited pro forma condensed combined balance sheet as at September 30, 2007 is presented as if the Amalgamation occurred on September 30, 2007. The unaudited pro forma condensed combined statements of income for the year ended December 31, 2006 and the nine months ended September 30, 2007 are presented as if the combination occurred on the first day of 2006.

The Pro Forma Statements are not necessarily indicative of the results or financial position that would have been achieved if the Amalgamation had actually occurred on the dates indicated or of the results or financial position of TSX Group that may be achieved in the future. No adjustments have been made to these Pro Forma Statements to reflect operating cost savings or revenue synergies that may be obtained as a result of the Amalgamation described herein.

The Pro Forma Statements are based on certain assumptions and adjustments. These Pro Forma Statements should be read in conjunction with the description of the Amalgamation in this Circular and the annual audited consolidated financial statements and unaudited interim consolidated financial statements of TSX Group and MX, including the accompanying notes, for the year ended December 31, 2006 and the nine months ended September 30, 2007, each of which are incorporated in this Circular by reference.

	Nine months ended			Year ended
	September 30,			December 31,
	2007			2006
	000’s			000’s
Statement of Income Data
Revenue
Issuer services	$	97,158		$	108,483
Clearing		10,798			12,989
Trading and related		159,294			185,936
Market data		90,047			97,437
Business services and other		19,574			27,196
Total revenue		376,871			432,041
Total operating expenses		179,512			208,544
Income from operations		197,359			223,497
Income (loss) from investments in affiliates		2,340			1,069
Investment income		12,886			17,038
Interest expense		(18,226	)		(24,300	)
Income before income taxes		194,359			217,304
Income taxes		72,194			84,708
Net income		122,165			132,596

	As at September 30,
	2007
	000’s
Balance Sheet Data
Cash, investments and marketable securities	$	431,524
Total assets		2,818,254
Long-term debt		428,050
Shareholders’ equity		1,007,503

Material Income Tax Considerations for MX Shareholders

This summary is qualified in its entirety by the more detailed summary of the Canadian and U.S. income tax considerations set forth in the section of this Circular entitled “Certain Tax Considerations for MX Shareholders”. MX

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Shareholders should read carefully the information under such section which qualifies the information set forth below, and should consult their own tax advisors. No advance tax rulings have been sought or obtained with respect to any of the transactions described in this Circular.

Canada

No gain or loss will be recognized by an MX Shareholder upon the Amalgamation and the aggregate adjusted cost base to MX Shareholders in respect of their Amalco Redeemable Shares and/or TSX Group Shares (including any fractional TSX Group Share that is not issued to the MX Shareholder but is rather issued to the Depository as agent for the MX Shareholder as set out under “The Amalgamation — Amalgamation Mechanics — Fractional Shares”) received upon the Amalgamation will be equal to the aggregate adjusted cost base of the MX Shares which are converted or cancelled upon the Amalgamation. To the extent that an MX Shareholder acquires both Amalco Redeemable Shares and TSX Group Shares (including any fractional TSX Group Share that is not issued to the MX Shareholder but rather is issued to the Depository as agent for the MX Shareholder as set out under “The Amalgamation — Amalgamation Mechanics — Fractional Shares”), the adjusted cost base of his former MX Shares must be allocated between the Amalco Redeemable Shares and the TSX Group Shares in accordance with their relative fair market value. The receipt of cash in lieu of fractional Amalco Redeemable Shares will at the MX Shareholder’s option, either give rise to a partial disposition or require the MX Shareholder to reduce his adjusted cost base in respect of the Amalco Redeemable Shares received on the Amalgamation by the amount of such cash payment. The redemption of the Amalco Redeemable Shares will constitute a disposition by such MX Shareholder for proceeds of disposition equal to $39.00 per Amalco Redeemable Share. To the extent such proceeds of disposition exceed, or are exceeded by, the adjusted cost base of the Amalco Redeemable Shares, an MX Shareholder will realize a capital gain or sustain a capital loss, as the case may be. The adjusted cost base to an MX Shareholder of the TSX Group Shares (including any fractional TSX Group Share that is not issued to the MX Shareholder but rather is issued to the Depository as agent for the MX Shareholder as set out under “The Amalgamation — Amalgamation Mechanics — Fractional Shares”) will be averaged with any other TSX Group Shares held by such MX Shareholder. The sale of any fractional TSX Group Share by the Depository as agent for the MX Shareholder (see “The Amalgamation — Amalgamation Mechanics — Fractional Shares”) will constitute a disposition by such MX Shareholder of the fractional TSX Group Share for proceeds of disposition equal to the proceeds of such sale. To the extent such proceeds of disposition exceed, or are exceeded by, the adjusted cost base of the fractional TSX Group Share and any reasonable costs of disposition, including brokerage sales commissions, MX Shareholders will realize a capital gain or sustain a capital loss, as the case may be.

See “Certain Tax Considerations for MX Shareholders — Canadian Federal Income Tax Consequences” for a summary of the principal Canadian federal income tax considerations generally applicable to certain MX Shareholders on the Amalgamation. MX Shareholders should consult their own tax advisors with respect to the consequences that are applicable to their own particular circumstances.

United States

In general, a U.S. holder (as defined under ‘‘Certain Tax Considerations for MX Shareholders — Certain United States Federal Income Tax Considerations”), that exchanges all of its MX Shares for TSX Group Shares, should not recognize either gain or loss for U.S. federal income tax purposes, except with respect to cash received in respect of a fractional TSX Group Share. A U.S. holder that exchanges its MX Shares for a combination of Amalco Redeemable Shares and TSX Group Shares, generally will recognize gain, but not loss, for U.S. federal income tax purposes in an amount equal to the lesser of (1) the amount of cash received upon redemption of the Amalco Redeemable Shares; and (2) the amount, if any, by which the sum of the fair market value, as of the effective time of the Amalgamation, of any TSX Group Shares received, and the amount of cash received upon the redemption of the Amalco Redeemable Shares, exceeds such U.S. holder’s adjusted tax basis in its MX Shares; except that any cash received in respect of a fractional TSX Group Share is subject to special rules. If a U.S. holder exchanges all of its MX Shares solely for Amalco Redeemable Shares, such U.S. holder will recognize capital gain or loss equal to the difference between the amount of cash received upon redemption of the Amalco Redeemable Shares and its tax basis in the MX Shares surrendered. Any capital gain or loss recognized generally will be long-term capital gain or loss if a U.S. holder held the MX Shares for more than one year at the time the Amalgamation is completed. Long-term gain of an individual generally is subject to a maximum U.S. federal income tax rate of 15%. The taxable amount of any Canadian dollars received by a U.S. holder generally will be equal to the U.S. dollar value of the Canadian dollars received based on the exchange rate applicable on the settlement date of the redemption of the applicable shares.

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Notwithstanding the forgoing, any U.S. holder that owns (directly or by attribution) 5% or more of the voting power or value of the TSX Group Shares immediately after the Amalgamation will recognize taxable gain on its exchange of MX Shares for TSX Group Shares unless it enters into a “gain recognition agreement” with the U.S. Internal Revenue Service (‘‘IRS”) that satisfies the requirements of U.S. Treasury regulation Section 1.367(a)-8T promulgated pursuant to the U.S. Internal Revenue Code of 1986, as amended (the ‘‘Code”).

See ‘‘Certain Tax Considerations for MX Shareholders — Certain United States Income Tax Considerations” for a summary of certain U.S. income tax considerations generally applicable to certain MX Shareholders on the Amalgamation. MX Shareholders are urged to consult their own tax advisors with respect to the consequences that are applicable to their own particular circumstances.

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INFORMATION CONCERNING THE MEETING

Purpose of the Meeting

The information contained in this Circular is furnished in connection with the solicitation of proxies by or on behalf of management of MX for use at the Meeting. At the Meeting, MX Shareholders will be asked to consider and vote on the Amalgamation Resolution and such other business as may properly come before the Meeting.

THE BOARD HAS DETERMINED THAT THE AMALGAMATION IS FAIR TO ALL MX SHAREHOLDERS AND IS IN THE BEST INTERESTS OF MX AND THE MX SHAREHOLDERS AND UNANIMOUSLY RECOMMENDS THAT MX SHAREHOLDERS VOTE FOR THE AMALGAMATION RESOLUTION. See “The Amalgamation — Recommendation of the Board of Directors”.

Date, Time and Place of Meeting

The Meeting will be held at the Ritz-Carlton Montréal Hotel, Oval Room, 1228 Sherbrooke Street West, Montréal, Québec, Canada, on February 13, 2008, at 10:00 a.m. (Montréal time).

Solicitation and Appointment of Proxies

The persons named in the enclosed form of proxy are representatives of the management of MX and are directors or officers of MX. A shareholder who wishes to appoint some other person to represent such MX Shareholder at the Meeting may do so by inserting the name of the person proposed in the blank space provided on the enclosed form of proxy or by completing another acceptable form of proxy. Such other person need not be an MX Shareholder. If the MX Shareholder is not an individual, it must have the proxy executed by a duly authorized officer or properly appointed attorney. MX Shareholders who require assistance in completing their proxy or proxies should call the Proxy Solicitation Agent, toll-free, at 1-800-775-1986.

To be valid, the enclosed form of proxy (on blue paper) must be signed, dated and returned to the Depository by no later than 5:00 p.m. (Montréal time) on February 11, 2008 or in the event the Meeting is adjourned or postponed, 48 hours (excluding Saturdays, Sundays and holidays) before the time the adjourned Meeting is reconvened or the postponed meeting is held. Such form of proxy must be returned either in the enclosed envelope addressed to CIBC Mellon Trust Company at P.O. Box 1036, Adelaide Street Postal Station, Toronto, Ontario, M5C 2K4, Attention: Corporate Restructures, or otherwise by hand delivery or courier to CIBC Mellon Trust Company, Attention: Corporate Restructures, at 2001 University Street, Suite 1600, Montréal, Québec, H3A 2A6, or 199 Bay Street Commerce Court West, Securities Level, Toronto, Ontario, M5L 1G9.

It is expected that solicitation of proxies will be made primarily by mail but proxies may also be solicited personally by employees or agents of MX. MX has retained the Proxy Solicitation Agent to assist in the solicitation of proxies and may also retain other persons as it deems necessary to aid in the solicitation of proxies with respect to the Meeting. The Proxy Solicitation Agent will be paid a fee of approximately $80,000 plus out-of-pocket expenses for proxy solicitation services provided to MX. The total cost of soliciting proxies and mailing the Meeting Materials in connection with the Meeting will be borne by MX.

Non-Registered Holders

If you are a Non-Registered Holder (that is, if your MX Shares are registered in the name of an intermediary such as a securities broker, clearing agency, financial institution, trustee or custodian), you should carefully follow the instructions on the request for voting instructions or form of proxy that you receive from the intermediary, in order to vote the MX Shares that you hold with that intermediary. Non-Registered Holders should follow the voting instructions provided to them by their intermediary.

Since MX generally does not have access to the names of its Non-Registered Holders, if you wish to attend the Meeting and vote in person, you should insert your own name in the blank space provided in the request for voting instructions or form of proxy to appoint yourself as proxy holder and then follow your intermediary’s instructions for returning the request for voting instructions or proxy form.

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Revocation of Proxies

A Registered Shareholder who has given a proxy may revoke such proxy by:

•  completing and signing a proxy bearing a later date and depositing it with the Depository as described above;

•  depositing an instrument in writing executed by the MX Shareholder or by the MX Shareholders’ attorney authorized in writing (a) at the registered office of MX at any time up to and including the last Business Day preceding the day of the Meeting, or any adjournment or postponement of the Meeting, at which the proxy is to be used or (b) with the scrutineers of the Meeting, to the attention of the chair of the Meeting, prior to the commencement of the Meeting on the day of the Meeting, or any adjournment or postponement thereof; or

•  in any other manner permitted by Law.

If you are a Non-Registered Shareholder, you may revoke voting instructions that you have given to your intermediary at any time by written notice to the intermediary. However, your intermediary may be unable to take any action on the revocation if you do not provide your revocation sufficiently in advance of the Meeting.

Voting of Proxies

The management representatives designated in the enclosed form of proxy will vote the MX Shares in respect of which they are appointed proxyholders on any ballot that may be called for in accordance with the instructions of the MX Shareholder as indicated on the form of proxy. In the absence of such direction, the MX Shares will be voted by the management representatives FOR the Amalgamation Resolution.

Discretionary Authority

The management of MX does not intend to present and does not have any reason to believe that others will present, at the Meeting, any item of business other than those set forth in this Circular. However, if any other business is properly presented at the Meeting and may properly be considered and acted upon, proxies will be voted by those named in the form of proxy in their sole discretion, including with respect to any amendments or variations to the matters identified in this Circular.

Voting Securities and Principal Holders of Voting Securities

Each MX Shareholder of record on the Record Date is entitled to receive notice of, and will be entitled to vote at, the Meeting. As of the Record Date, MX had outstanding 30,655,683.334 MX Shares, each share carrying one vote.

The presence in person or representation by proxy of MX Shareholders holding not less than 20% of the issued and outstanding MX Shares and who are entitled to attend and vote at the Meeting is necessary to constitute a quorum at the Meeting.

Each holder of MX Shares is entitled to one vote at the Meeting or any adjournment thereof for each MX Share registered in the holder’s name as at the Record Date, notwithstanding any transfer of any MX Shares on the books of MX after the Record Date.

To the knowledge of the Board and officers of MX, as of the Record Date, the only person who beneficially owns, directly or indirectly, or exercises control or direction over more than 10% of the outstanding MX Shares is NYMEX, which beneficially owns 3,097,718.334 MX Shares, representing approximately 10.1% of all outstanding MX Shares as of the Record Date.

The holding by NYMEX of MX Shares in excess of the 10% limit set forth in the Articles of Incorporation of MX complies with the terms and conditions thereof by virtue of the fact that such threshold was exceeded solely due to ongoing purchases made by MX under its current normal course issuer bid (see “Information Regarding MX — Recent Developments”). Notwithstanding the foregoing, such articles further provide that no MX Shareholder shall be entitled to vote any MX Shares held in excess of the 10% threshold. Accordingly, NYMEX will only be entitled to exercise the voting rights associated to 3,065,568 MX Shares at the Meeting.

Each of the Supporting MX Shareholders (who hold an aggregate of 5,271,459.334 MX Shares (representing 17.2% of the issued and outstanding MX Shares) has entered into Support and Voting Agreements evidencing, among other things, their agreement to vote in favour of the Amalgamation Resolution and the other matters contemplated in the Combination Agreement and their agreement, subject to certain terms and conditions, not to sell, trade, pledge or enter into any other agreements in respect of their MX Shares. See “The Amalgamation — MX Shareholder Approval Required for the Amalgamation”.

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The Support and Voting Agreement entered into between each of Messrs. Luc Bertrand, Jean Turmel and Stephen Wayne Finch and TSX Group will not terminate in the event the Board of Directors exercises its right to terminate the Combination Agreement in order to accept a Superior Proposal. However, the Support and Voting Agreement entered into between NYMEX and TSX Group will terminate in such event.

Reference is made to the section entitled “Description of our Share Capital” on pages 77-78 of the Prospectus for a full description of MX’s share capital.

THE AMALGAMATION

Background to the Amalgamation

In the fall of 2006, the then chief executive officer of TSX Group and the chief executive officer of MX had discussions relating to the possibility of TSX Group taking a minority interest in MX above the current 10% limit. These discussions did not progress to an exploratory stage. In the late fall of 2006 and first quarter of 2007, MX focused on its stock exchange listing and strategic arrangements with NYMEX, both of which were successfully completed.

In early May 2007, the then chief executive officer of TSX Group initiated dialogue with his MX counterpart on a possible transaction. This initiative led to a series of discussions on a possible business combination of the two companies. On May 14, 2007, the chair of the Board, the chair of the rules and policies committee, a member of the Joint Audit Committee and the chief executive officer of MX, and the chair of the board, the chair of the finance and audit committee, the chair of the human resources committee, the chair of the governance committee and the then chief executive officer of TSX Group met and agreed to explore a possible transaction. A confidentiality agreement was signed by both companies on May 16, 2007, dated as of May 10, 2007. Discussions and meetings between certain board members and executives of the parties took place over several weeks and draft term sheets were prepared to describe the possible combination, the essential terms of which included an “at market” all share merger of the companies without any premium. NBF acted as financial advisor to MX for these discussions and BMO Capital Markets and Desjardins Securities acted as financial advisors to TSX Group. Each company’s board of directors considered the potential transaction on several occasions, but the discussions ultimately broke down, primarily on the lack of agreement on the combined entity’s governance model. On June 11, 2007, TSX Group addressed a letter to MX formally terminating the merger discussions, and no further negotiations took place between the parties on a possible merger until TSX Group submitted a new formal proposal by letter dated November 2, 2007 (the “November Proposal”).

On September 17, 2007, on an unsolicited basis, a United States based exchange group (“Exchange Group”) contacted MX about its interest in exploring a potential acquisition of MX, but without submitting a formal proposal or specific price. Confidentiality and standstill arrangements were agreed to, and discussions took place over a period of approximately two weeks. NBF and Citi acted as financial advisors to MX for these discussions. During the course of these discussions, MX outlined a list of “business continuity” covenants that MX believed would be required to have the proposed transaction (or any similar acquisition of MX) approved by the AMF and other relevant authorities. On October 2, 2007, the Exchange Group indicated to MX that for reasons unrelated to the merits of the proposed transaction, it was discontinuing the discussions. No further discussions or negotiations took place with the Exchange Group in respect of this matter, or any other party in respect of any similar transaction until receipt of the November Proposal.

Subsequent to the termination of the discussions with the Exchange Group, the Board of Directors, together with NBF and Citi, began a comprehensive review of MX’s strategic options, including measures to deal with the anticipated competition from TSX Group at the expiration of the 1999 Agreement in March 2009 and taking into account the consolidating exchange industry sector. On November 1, 2007, the then chief executive officer of TSX Group met with his MX counterpart, and a director of TSX Group met separately with the chair of MX, to outline the terms of the November Proposal which was formally submitted in writing on November 2, 2007, and which provided for an acquisition of MX by TSX Group at a premium to market and stipulated a price per MX Share of $36.82, subject to due diligence and agreement on other substantive terms. The proposed transaction was to be structured as a business combination where MX Shareholders would receive cash and TSX Group Shares in exchange for their MX Shares through a statutory amalgamation, resulting in MX becoming a direct subsidiary of TSX Group. The November Proposal contained a number of business continuity covenants.

A meeting of the Board of Directors was held on November 5, 2007 to consider the November Proposal with all directors being present, except Mr. Schaeffer who elected not to participate. NBF and Citi presented a detailed analysis of the November Proposal and advised that the price per share offered was towards the lower end of the fair value range for

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MX’s shares. At this meeting, Ogilvy Renault LLP advised the Board of Directors on its fiduciary duties in the context of the TSX Group proposal. Given the nature of MX’s business, the importance of its operations to the Montréal local economy, its importance to the capital markets in Québec and Canada and the relevant regulatory framework including the 10% ownership limit on MX Shares, Ogilvy Renault LLP also advised that the Board would have to give due regard to relevant terms required to obtain AMF approval for any change of control transaction and the removal of the 10% limit and that in its judgment any such transaction would require substantive business continuity covenants.

At this Board meeting, Ogilvy Renault LLP advised the Board that a limited market canvass to assess the price proposed by TSX Group would be consistent with the Board’s fiduciary duties if it determined to pursue the November Proposal. NBF and Citi identified three potential exchange groups which were deemed most likely to show interest in an acquisition of MX and have the financial and management ability to respond quickly: “Group A”, “Group B” and “Group C”, but recommended against contacting any additional parties including the Exchange Group. The Board determined that it was interested in pursuing discussions with TSX Group in order to try to clarify and improve the November Proposal, but also in pursuing the limited market canvass outlined by its advisors and instructed management and the advisors accordingly.

Contact was then initiated with Group A, Group B and Group C on November 6, 2007, and each group was provided with a draft confidentiality and standstill agreement to sign in order to gain access to a management presentation and information package containing certain non-public information. No access to a data room was granted to these parties at that time. In the days following execution of such agreements, management of MX made a presentation to each of the exchange groups and their respective advisors, and responded to questions from each of them as they arose. On November 7, 2007, NBF and Citi met with TSX Group’s financial advisors to outline the areas of the November Proposal requiring clarification. By letter dated November 9, 2007, MX’s financial advisors invited each of Group A, Group B and Group C to submit a non-binding expression of interest to the Board of Directors by noon on November 12, 2007. On the same date, MX advised TSX Group in writing that the Board had, after consideration of the November Proposal, expressed serious interest in a proposed transaction but needed clarification with respect to a number of points and had directed management and MX’s advisors to engage in discussions with their counterparts on these elements. Late in the day on November 9, 2007 TSX Group submitted in writing its response to the matters requiring clarification.

The Board of Directors met on November 13, 2007, with all directors being present except Mr. Schaeffer, to consider the expressions of interest received from Group A and Group B, Group C having declined to submit a proposal, and to review the responses provided by TSX Group in writing on November 9, 2007. Both new expressions of interest received from Group A and Group B were for approximately $37 per MX Share and each provided for significantly less in terms of “business continuity” covenants than the November Proposal. After discussions with management, NBF, Citi and Ogilvy Renault LLP as to the financial and non-financial terms of the respective expressions of interest, the Board authorized and directed management to continue the pursuit of a transaction with TSX Group generally on the terms set out in the November Proposal, but with a view to improving price and business continuity covenants. During the period between November 13 and November 19, 2007 MX management, NBF and Citi had numerous discussions with TSX Group and its advisors concerning value. On November 19, 2007, the Board of Directors met to receive a report on the negotiations with TSX Group and after due consideration authorized the entering into on November 20, 2007, of an exclusive negotiation agreement between MX and TSX Group to pursue a business combination transaction on an exclusive basis for 21 days along the lines of a revised non-binding term sheet providing for a price per MX Share of $39 cash or a fractional TSX Group Share of equivalent value, subject to pro-ration, and significantly enhanced business continuity covenants. Mutual access was granted at this time to data rooms and negotiations then took place on the definitive agreements required to effect the transaction reflected in the non-binding term sheet appended to such agreement.

On November 29, 2007, in response to rumours and requests by Market Regulation Services Inc., both TSX Group and MX issued a press release confirming the fact that the parties had engaged in discussions and adding that no assurance could be given that a transaction would result from such discussions. On the same day, at the request of MX, TSX Group agreed to fix the number of fractional TSX Group Shares issuable as consideration at 0.7784, based on the closing price of such shares on TSX on November 28, 2007, being the last trading day prior to the foregoing press releases.

In parallel with these negotiations, and at the request of TSX Group, MX approached six of its significant shareholders on a confidential basis to enquire whether they would, should a transaction be successfully negotiated, enter into support agreements with TSX Group. Four of these shareholders ultimately agreed to enter into such agreements, the terms of which are summarily described under “The Amalgamation — MX Shareholder Approval Required for the

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Amalgamation”. In addition during this period, Luc Bertrand, advised by Ogilvy Renault LLP and independent counsel, negotiated with TSX Group the terms of his employment by the combined group should a transaction be concluded.

Following a period of mutual due diligence and further negotiation, the Board of Directors met on December 4, 2007, again with all directors except Mr. Schaeffer being present, to receive the reports of management and the advisors and to consider and approve in principle the transaction subject to: (i) final approval once certain outstanding matters were resolved, (ii) approval by the board of directors of TSX Group being obtained and (iii) definitive agreements being executed. On December 8, 2007, the Board of Directors met to consider certain matters relating to the negotiations with respect to Mr. Bertrand’s employment agreement. At this meeting all directors were present except Mr. Schaeffer and Mr. Bertrand recused himself for part of the discussion. On December 9, 2007, once again with all directors being present except Mr. Schaeffer, and having received and considered the advice of its advisors (including the oral opinions of NBF and Citi, to be confirmed in writing on execution of definitive agreements, as to the fairness, from a financial point of view, of the consideration to be received by MX Shareholders in the proposed transaction) and, for the reasons enumerated below, among others, all directors present approved the entering into by MX of the Combination Agreement and of the Amalgamation Agreement, and agreed to support the proposed transaction.

On the same day, the TSX Group board of directors met to consider the combination and receive and consider the advice of its advisors including oral opinions of BMO Capital Markets and Desjardins Securities, to be confirmed in writing on execution of definitive agreements, as to fairness, from a financial point of view, of the consideration to be paid by TSX Group under the Combination Agreement.

On the morning of December 10, 2007, the TSX Group board of directors met to approve the transaction and requisite agreements. The agreements were executed and the transaction was announced jointly by the parties before the opening of trading on TSX on December 10, 2007.

Recommendation of the Board of Directors

After due consideration, the Board has determined that the Amalgamation is fair to all MX Shareholders and is in the best interests of MX and the MX Shareholders. Accordingly, the Board unanimously recommends that MX Shareholders vote FOR the Amalgamation Resolution. Mr. Richard Schaeffer, the Chairman of NYMEX, did not participate in this determination but has indicated that he concurs with the recommendation of the Board. On December 12, 2007, NYMEX entered into a Support and Voting Agreement with TSX Group. See “The Amalgamation — MX Shareholder Approval Required for the Amalgamation”.

Reasons for the Board Recommendation

On December 9, 2007, the Board of Directors approved the Combination Agreement and the Amalgamation Agreement, and determined that the Amalgamation is fair to all MX Shareholders and is in the best interests of MX and the MX Shareholders. The Board of Directors unanimously recommends that MX Shareholders vote FOR the Amalgamation at the Meeting. See “The Amalgamation — Recommendation of the Board of Directors” and “The Amalgamation — MX Shareholder Approval Required for the Amalgamation.”

In reaching its decision to approve the Combination Agreement and recommend that the MX Shareholders approve the Amalgamation, the Board of Directors considered a number of factors, including those discussed in the following paragraphs. In light of the number and wide variety of factors considered in connection with its evaluation of the transaction, the Board of Directors did not consider it practicable to, and did not attempt to, quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its determination. Rather, the Board of Directors made its recommendation based on the totality of information presented to, and the investigation conducted by or at the direction of, the Board of Directors. In addition, individual directors may have given different weight to different factors. This explanation of the reasons for recommending the Amalgamation and other information presented in this section is forward looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Statement With Respect to Forward Looking Statements”.

In arriving at its determination, the Board of Directors consulted with MX’s management and its financial and legal advisors and considered a number of factors, including the following material factors, which the Board of Directors viewed as generally supporting its determination :

• Increased Competitive Strengths

•  Greater Product Offering.  TSX Group and MX have limited product overlap. As an integrated exchange group bringing together the operational, financial and technical resources of TSX Group and MX, the

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combined entity will offer its customers access to diversified products and services. The combination of TSX Group and MX will create a leading North American exchange group encompassing multiple asset classes and comprising a broad range of cash and derivatives products, including products based on interest rates, equities, equity indexes, foreign exchange, energy and environmental financial products. The combined entity will be well-positioned to compete against other U.S. and foreign exchanges and the over-the-counter market in a rapidly evolving industry.

•  Increased Size and Financial Strength.  MX Shareholders will benefit from participating in a larger entity after the Amalgamation. On a pro forma basis after giving effect to the Amalgamation, the combined entity would have had combined revenues and net income of approximately $432 million and $133 million, respectively, for the year ended December 31, 2006 and approximately $377 million and $122 million, respectively, for the nine-month period ended September 30, 2007. See “Selected Unaudited Pro Forma Financial Information”.

On a pro forma basis after giving effect to the Amalgamation, the combined entity would have a strong balance sheet and the potential to generate cash flow to finance future expansion, investments in new or improved technology, and development of new products and services for its customers.

•  More Diversified Revenue Base.  MX Shareholders will have an interest in an exchange group that combines TSX Group’s large and liquid equities trading business with MX’s growing derivatives trading business. For the year ended December 31, 2006, approximately 75% of MX’s total transaction and clearing fee revenues were attributable to MX’s key products, the Three-Month Canadian Bankers’ Acceptance Futures contract (“BAX”), the Ten-Year Government of Canada Bond Futures contract (“CGB”) and the S&P Canada 60 Index Futures contract (“SXF”); the Amalgamation will reduce dependence on revenues and profits from these products.

•  Combination Delivers Value for MX Shareholders

•  Significant Premium to MX Share Price.  MX Shareholders will receive total consideration of up to 15,346,000 TSX Group Shares and, upon the redemption of the Amalco Redeemable Shares, up to $428.2 million in cash. After the effect of full pro-ration and the redemption of the Amalco Redeemable Shares, MX Shareholders will be entitled to receive, for each MX Share, 0.5 of a TSX Group Share and $13.95 in cash. The consideration offered to MX Shareholders represents :

(i)  a 34% premium to the closing price of the MX Shares on November 28, 2007 (the “Unaffected MX Share Price”), the last trading day before MX and TSX Group publicly announced that they were in discussions regarding the Amalgamation, and

(ii)  a 46% premium (assuming full pro-ration) to the Unaffected MX Share Price based on the closing price of TSX Group Shares on December 7, 2007, the last trading day before MX and TSX Group announced the Amalgamation.

•  Continuing Participation in the Combined Entity’s Growth Potential.  While MX Shareholders may monetize a significant portion of their investment in MX by electing the Cash Alternative, MX Shareholders as a group will own approximately 19 % of the TSX Group Shares upon completion of the Amalgamation, and will have the opportunity to share in the future growth and anticipated cost and revenue synergies of the combined entity.

•  Combination Creates Opportunity to Achieve Meaningful Synergies.  The combination is anticipated to create significant value for TSX Group and MX Shareholders through the combined entity’s enhanced growth profile and opportunity to realize meaningful synergies. The parties are currently targeting annual cost synergies of $25 million, expected to be achieved by reducing corporate costs, rationalizing premises and data centres and optimizing technology. Depending on when the Effective Date occurs, synergies will be partially phased in during 2008, with most of the $25 million in synergies expected to be realized in 2009. In addition, MX and TSX Group will target revenue synergies by developing new trading, clearing and market data products, leveraging a broader platform across multiple asset classes, targeting cross-selling opportunities over the combined TSX Group-MX customer base, optimizing clearing models, and expanding the combined customer base globally.

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•  Increased Liquidity.  MX Shareholders who elect the Share Alternative will enjoy greater liquidity upon completion of the Amalgamation, as the larger combined entity is expected to have a market capitalization of approximately $4.1 billion, based on the closing price of the TSX Group Shares as at January 9, 2008.

•  Consideration Offered under the Amalgamation is Fair from a Financial Point of View.  The MX Board of Directors has received written opinions from each of NBF and Citi, dated December 9, 2007 and December 10, 2007, respectively, to the effect that, as at their respective dates, and based upon the listed assumptions, limitations and considerations, the consideration to be received under the Amalgamation is fair from a financial point of view to all MX Shareholders. Copies of the opinions of NBF and Citi are contained in Appendix C to this Circular.

•  Significant Benefits for Québec and Canadian Capital Markets

•  Meaningful Business Continuity Covenants.  The Amalgamation will redefine the Canadian capital markets, while ensuring, through meaningful business continuity covenants, the permanence of MX’s derivatives expertise. To ensure this permanence and that the associated value-added employment in the derivatives and information technology sectors remain in Montréal, the Combination Agreement provides that MX’s head office and its existing derivatives trading and related product operations will remain in Montréal, as will the head office of CDCC. In addition, the most senior executive officer of each of MX and CDCC will reside and work in Montréal. MX will also continue to manage the MCeX as it develops into a leading market for exchange traded environmental products in Canada. The AMF will continue as the lead regulator in respect of the operations of MX and CDCC, and the combined entity will remain subject to a 10 % ownership restriction and any amendments to this restriction will require the approval of each of the AMF and the OSC.

•  Continuing Involvement of MX Management.  The combined entity will be led by a strong, experienced management team, including Mr. Luc Bertrand, the President and Chief Executive Officer of MX, who will assume the role of Deputy Chief Executive Officer of the combined entity and will retain the role of Chief Executive Officer of MX. Mr. Bertrand will have significant involvement in the combined entity and will oversee the integration of TSX Group and MX after the Amalgamation. In addition, Mr. Bertrand’s responsibilities will include (i) all of the combined entity’s derivatives activities in Canada and elsewhere, (ii) all of the combined entity’s commodity derivatives activities, (iii) NGX, (iv) all cash market and derivatives clearing activities, including CDCC, (v) MCeX (trading and clearing), (vi) BOX, and (vii) all of the information technology functions of the combined entity and the Chief Information Officer will report to Mr. Bertrand.

•  Continuing Québec Board Representation.  Five of the initial 18 members of the board of directors of the combined entity will be MX-designated directors, including Mr. Bertrand. The MX-designated directors will be nominated for election to the board of directors of the combined entity at each of the first three annual meetings of the combined entity called following the Effective Date. In addition, at least one MX-designated director will sit on each committee of the board of directors of the combined entity for a period of three years after the Effective Date. Finally, at every annual meeting of the combined entity following the Effective Date, without restriction as to time, 25% of the total number of directors nominated for election in any such year will be residents of Québec, provided that the MX designated directors will be deemed to be residents of Québec for these purposes, regardless of whether or not they are residents of Québec.

•  Improved Positioning in the Global Exchange Industry

•  Improved Positioning in Light of Global Exchange Consolidation Trends.  Substantial consolidation in the exchange sector has occurred and continues to occur around the world. The Amalgamation will create a substantially larger entity with a market capitalization of approximately $4.1 billion, based on the closing price of the TSX Group Shares as at January 9, 2008. The combined entity will be better positioned to compete and benefit from this consolidation trend.

•  Combination Creates Opportunities to Accelerate Growth Strategies.  By bringing together the strong markets, teams and expertise of MX and TSX Group, the combined entity will be well-positioned to grow trading volumes, including by developing and launching new products, and will have the resources and scale to develop new high-value data services and offer an integrated clearing solution to an enlarged and international customer base. Furthermore, the combination allows the combined entity to generate growth

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prospects and strategies, including growth strategies outside of Canada, particularly in the U.S. via MX’s interest in BOX, to which TSX Group is strongly committed.

Fairness Opinions

MX retained NBF and Citi to act as its financial advisors in connection with the proposed Amalgamation. In connection with such engagement, MX requested that NBF and Citi evaluate the fairness, from a financial point of view, to the MX Shareholders of the consideration offered pursuant to the Amalgamation. On December 9, 2007, at a meeting of the Board held to evaluate the proposed Amalgamation, each of NBF and Citi delivered to the Board an oral opinion, which were confirmed by delivery of written opinions dated December 9, 2007, and December 10, 2007, respectively, to the effect that, as at their respective date, and based upon the assumptions, limitations and considerations set forth therein, the consideration to be received under the Amalgamation is fair from a financial point of view to all MX Shareholders.

The full text of each of Citi’s and NBF’s opinion describes the assumptions made, procedures followed, matters considered and limitations on the review undertaken by NBF and Citi. The full text of each opinion is attached as Appendix C and is incorporated by reference into this Circular in its entirety. MX Shareholders are encouraged to read the opinions carefully in their entirety. Citi’s and NBF’s opinions are directed only to the fairness, from a financial point of view, of the consideration offered pursuant to the Amalgamation and do not address any other aspect of the Amalgamation or any related transaction. The opinions do not address the relative merits of the Amalgamation or any related transaction as compared to other business strategies or transactions that might be available to MX or the underlying business decision of MX to effect the Amalgamation or any related transaction. The opinions do not constitute a recommendation to any MX Shareholder as to how such MX Shareholder should vote or act with respect to any matters relating to the Amalgamation.

Citi’s and NBF’s opinions and financial analyses were only one of many factors considered by the Board in its evaluation of the Amalgamation and should not be viewed as determinative of the views of the Board or MX’s management with respect to the Amalgamation or the consideration provided for in the Amalgamation.

Under the terms of Citi’s and NBF’s engagement, MX has agreed to pay to each of NBF and Citi customary fees for their financial advisory services in connection with the Amalgamation, a portion of which was payable in connection with the respective delivery of the opinions and a significant portion of which is contingent upon the consummation of the Amalgamation. In addition, MX has agreed to reimburse NBF and Citi for their reasonable out-of-pocket expenses, and to indemnify NBF and Citi in certain circumstances.

MX selected NBF as its Canadian financial advisor and Citi as its global financial advisor in connection with the Amalgamation because each of NBF and Citi is a leading investment banking firm with operations in a broad range of investment banking activities, including corporate finance, mergers and acquisitions, equity and fixed income sales and trading and investment research, and including extensive experience in preparing valuations and fairness opinions.

MX Shareholder Approval Required for the Amalgamation

For the Amalgamation to be implemented, the Amalgamation Resolution must be approved by at least 662/3 % of the votes cast by all MX Shareholders present in person or represented by proxy at the Meeting.

Each of the Supporting MX Shareholders, who hold an aggregate of 5,271,459.334 MX Shares (representing 17.2 % of the issued and outstanding MX Shares) has entered into support and voting agreements with TSX Group (the “Support and Voting Agreements”) evidencing, among other things, their agreement (a) to support and vote their Shareholder Securities (as defined therein) in favour of the Amalgamation Resolution and to vote such securities against any Acquisition Proposal and to not otherwise support any Acquisition Proposal unless their Support and Voting Agreement is terminated in accordance with its terms; (b) until the earlier of the termination of their Support and Voting Agreement and the Effective Date, (i) not to take any action which might reduce the likelihood of, or interfere with, the completion of the Amalgamation, except under limited circumstances, and (ii) not to sell, assign, transfer, dispose of, hypothecate, alienate or encumber in any way, or tender to any offer, any of their Shareholder Securities; and (c) in the event of a Superior Proposal, to continue to support and vote in favour of the Amalgamation Resolution at any meeting of MX Shareholders.

The Support and Voting Agreement entered into between each of Messrs. Luc Bertrand, Jean Turmel and Stephen Wayne Finch and TSX Group will not terminate in the event the Board of Directors exercises its right to terminate the Combination Agreement in order to accept a Superior Proposal. However, the Support and Voting Agreement entered into between NYMEX and TSX Group will terminate in such event.

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Implementation of the Amalgamation

TSX Subco will, subject to MX Shareholders approving the Amalgamation Resolution at the Meeting and provided that all conditions precedent to the Amalgamation set forth in the Combination Agreement have been satisfied or waived, and provided further that the Amalgamation Agreement has not otherwise been terminated, as soon as reasonably practicable thereafter complete the Amalgamation and file with the Enterprise Registrar the Articles of Amalgamation together with such other documents as may be required pursuant to the Companies Act to give effect to the Amalgamation. The Companies Act provides that, upon receipt of such Articles of Amalgamation, the Enterprise Registrar shall issue a Certificate of Amalgamation, whereupon the Amalgamation shall become effective on the date shown thereon.

Effect of Amalgamation Upon MX Shareholders

Following the Amalgamation, MX Shareholders will have received either TSX Group Shares or, upon the redemption of the Amalco Redeemable Shares, cash or a combination of TSX Group Shares and such cash in consideration for their MX Shares, depending on their election or deemed election and the pro-ration mechanism as described under the heading “The Amalgamation — Amalgamation Mechanics —Amalgamation”.

Plans for Amalco After the Amalgamation

TSX Group does not have, as of the date of this Circular, any specific plans or proposals for any material corporate transaction involving Amalco after the completion of the Amalgamation or the sale or transfer of a material amount of assets currently held by MX after the completion of the Amalgamation. MX has been advised by TSX Group that TSX Group currently does not have any plans to make a material change to the senior management of MX.

In the Combination Agreement, TSX Group and MX have agreed to certain undertakings that TSX Group will provide to the AMF, as well as certain matters that will form part of the Amalco Recognition Order, which demonstrate TSX Group’s commitment to maintain MX’s derivatives expertise and associated value-added employment in derivatives and information technology sectors in Montréal.

The TSX Group undertakings include the following:

1.

TSX Group shall not do anything to cause Amalco to cease to be the Canadian national exchange for all derivatives trading and related products, including being the sole operator for trading of carbon and other emission credits in Canada, without obtaining the prior authorization of the AMF and complying with any terms and conditions that the AMF may set in the public interest in connection with the change in operations of MX; and

2.

TSX Group shall cause the existing derivatives trading and related products operations of MX to remain in Montréal.

In addition, TSX Group has agreed that the Amalco Recognition Order shall provide that:

1.	Amalco and CDCC’s head and executive offices will remain in Montréal;
2.	the most senior executive officer of each of Amalco and CDCC will reside and work in Montréal; and
3.	Amalco will retain the name “Bourse de Montréal Inc. / Montréal Exchange Inc”.

Amalgamation Mechanics

Amalgamation

Pursuant to the terms of the Amalgamation Agreement, on the Business Day preceding the filing of the Articles of Amalgamation with the Enterprise Registrar, TSX Group shall, through TSX Newco A, subscribe to shares of TSX Subco for an aggregate subscription amount corresponding to the cash consideration payable under the Cash Alternative.

On the Effective Date, the following shall occur and shall be deemed to occur in the following order without any further act or formality:

1.  MX and TSX Subco shall be amalgamated and shall continue in existence as one and the same company, being Amalco, under the Companies Act on the following terms and conditions:

(i)  the name of Amalco shall be “Bourse de Montréal Inc.” in the French language form and “Montréal Exchange Inc.” in the English language form;

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(ii)	the head office of Amalco shall be situated in the Province of Québec and the address of its the head office shall be Tour de la Bourse, 800 Victoria Square, 4th Floor, Montréal, Québec, H4Z 1A9;
(iii)	the authorized share capital of Amalco shall consist of an unlimited number of Class A, Class B and Class C Common Shares, all without par value, and an unlimited number of Amalco Redeemable Shares, without par value; having the rights, privileges, conditions and restrictions set out in Appendix 1 of the draft Articles of Amalgamation attached as Schedule A to the Amalgamation Agreement;
(iv)	the restrictions on transfer of Amalco Shares and the other provisions relating to the conversion of MX Shares and the issued and paid-up capital of Amalco shall be as described in Appendix 2 and Appendix 3 of the draft Articles of Amalgamation attached as Schedule A to the Amalgamation Agreement;
(v)	there shall be no limitations on the activities of Amalco;
(vi)	the board of directors of Amalco shall initially consist of the four directors named in the Amalgamation Agreement;
(vii)	the by-laws of Amalco shall be in the form attached as Schedule B to the Amalgamation Agreement, subject to such changes as are required or useful to give effect to the transaction contemplated by the Combination Agreement, including to obtain all necessary approvals;
(viii)	all of the property, rights and assets of MX and TSX Subco immediately before the Effective Date shall become the property, rights and assets of Amalco;
(ix)	all of the liabilities and obligations of MX and TSX Subco immediately before the Effective Date shall become the liabilities and obligations of Amalco;
(x)	the Articles of Amalgamation shall be filed forthwith upon receipt of the Regulatory Approvals and the satisfaction of all conditions precedent to the Amalgamation set forth in the Combination Agreement;
(xi)	the Certificate of Amalgamation shall be issued forthwith upon the Articles of Amalgamation being filed with the Enterprise Registrar; and
(xii)	the Amalgamation shall become effective on the date shown on the Certificate of Amalgamation.

2.  Upon the Amalgamation becoming effective:

(i)

the MX Shares outstanding immediately prior to the Effective Date shall, at the election of each holder thereof, either be: (i) cancelled and the holder thereof shall receive in exchange such number of TSX Group Shares equal to the product of the number of such MX Shares held by such holder multiplied by the Exchange Ratio (the “Share Alternative”); or (ii) converted into such number of Amalco Redeemable Shares as is equal to the number of such MX Shares held by such holder, which Amalco Redeemable Shares shall be redeemed immediately following the Amalgamation by Amalco in consideration for $39 per share (the “Cash Alternative”), in each case subject to pro-ration as described below (see “The Amalgamation — Amalgamation Mechanics — Pro-ration”);

(ii)

each outstanding MX Option, whether vested or unvested, that is outstanding immediately prior to the Effective Date (an “Unexercised Option”) shall be cancelled and, in consideration for such cancellation, such holder shall receive from TSX Group an option (a “Replacement Option”) to purchase TSX Group Shares entitling the holder thereof to purchase a number of TSX Group Shares equal to the product of the number of MX Shares issuable upon exercise of such Unexercised Option multiplied by the Exchange Ratio. Such Replacement Option shall provide for an exercise price per TSX Group Share equal to the exercise price per MX Share of such Unexercised Option immediately prior to the Effective Date divided by the Exchange Ratio, subject to certain adjustments as provided in the Combination Agreement, which adjustments, if any, may only result in an increase to the new exercise price; should the foregoing calculation result in a Replacement Option being exercisable for a fraction of a TSX Group Share, then the number of TSX Group Shares subject to such Replacement Option shall be rounded down to the next whole number of TSX Group Shares. Except as set forth above, all of the terms and conditions of such Replacement Option will be the same as those of such Unexercised Option, including the original vesting period applicable thereto, if any, without any acceleration of such vesting period;

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(iii)	the MX Stock Option Plan shall be terminated; and
(iv)	the MX Employee Purchase Plan shall be terminated, and MX shall cause: (i) all amounts or contributions held by the plan administrator to be used to purchase MX Shares prior to the termination of the plan; and (ii) all amounts, contributions or MX Shares to be allocated to and to fully vest in the participants prior to the termination of the plan.

For a complete description of the mechanics of the Amalgamation, see the Amalgamation Agreement attached as Appendix B to this Circular.

Fractional Shares

No fractional TSX Group Shares will be issued under the Amalgamation, and any resulting fractional TSX Group Share shall be rounded down, to the closest whole number, and the MX Shareholder will receive the net cash proceeds of such fractional TSX Group Share as described below.

In order to replace the fractional TSX Group Shares that would have otherwise been issued to MX Shareholders, TSX Group will distribute to the Depository, as agent for the MX Shareholders, such number of TSX Group Shares (the “Remaining TSX Group Shares”) as represents the sum of the fractional TSX Group Shares to which the MX Shareholders are otherwise entitled, rounded up to the next whole number of Remaining TSX Group Shares, and the Depository, as agent for the MX Shareholders, shall, as expeditiously as is commercially reasonable thereafter, sell the Remaining TSX Group Shares through the facilities of TSX and pay the net proceeds of such sales, after brokerage sales commissions (and applicable withholding tax), to those MX Shareholders who are entitled to receive a fractional TSX Group Share based on their respective entitlements to Remaining TSX Group Shares.

Pro-ration

The maximum number of Amalco Redeemable Shares issuable to MX Shareholders under the Amalgamation will be 10,979,487 Amalco Redeemable Shares and the maximum amount of cash payable by Amalco on redemption of Amalco Redeemable Shares shall be $428.2 million (the “Maximum Cash Consideration”). The maximum number of TSX Group Shares issuable to MX Shareholders under the Amalgamation will be 15,346,000 TSX Group Shares (the “Maximum Share Consideration”).

If the aggregate cash consideration that would otherwise be payable by Amalco upon redemption of the Amalco Redeemable Shares to MX Shareholders who elect (or are deemed to have elected) the Cash Alternative in respect of their MX Shares, exceeds the Maximum Cash Consideration, the amount of cash consideration available to those MX Shareholders who have so elected (or are deemed to have elected) the Cash Alternative will be allocated pro-rata (on a per share basis) among such MX Shareholders in an amount equal to the aggregate amount of the cash sought by each such MX Shareholder upon redemption of the Amalco Redeemable Shares who so elected (or is deemed to have elected) the Cash Alternative multiplied by a fraction, the numerator of which is the Maximum Cash Consideration, and the denominator of which is the aggregate amount of cash consideration sought by those MX Shareholders upon redemption of the Amalco Redeemable Shares who elected (or are deemed to have elected) the Cash Alternative in respect of their MX Shares, and each such MX Shareholder will receive TSX Group Shares as consideration for any cash balance which exceeds the amount of cash so allocated to the MX Shareholder, the number of such TSX Group Shares being the quotient of (i) the total cash balance divided by (ii) $50.10, and, with respect to any resulting fractional TSX Group Share, the MX Shareholder will receive the net cash proceeds of such fractional TSX Group Share as set forth under “The Amalgamation — Amalgamation Mechanics — Fractional Shares”.

If the number of TSX Group Shares that would otherwise be issuable to MX Shareholders who elect the Share Alternative in respect of their MX Shares exceeds the Maximum Share Consideration, the number of TSX Group Shares available to those MX Shareholders who have so elected the Share Alternative will be allocated pro-rata (on a per share basis) among such MX Shareholders in an amount equal to the number of TSX Group Shares sought by each such MX Shareholder who so elected the Share Alternative multiplied by a fraction, the numerator of which is the Maximum Share Consideration and the denominator of which is the aggregate number of TSX Group Shares sought by those MX Shareholders who elected the Share Alternative in respect of their MX Shares in connection with the Amalgamation, rounded down to the nearest whole number, and each such MX Shareholder will receive Amalco Redeemable Shares as consideration for any balance which exceeds the number of TSX Group Shares allocated to the MX Shareholder (or cash in lieu of any fractional Amalco Redeemable Share that the MX Shareholder would otherwise have received as provided

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hereinabove), the number of such Amalco Redeemable Shares being the quotient of (i) the number of such balance of TSX Group Shares divided by (ii) the Exchange Ratio.

Treatment of the MX Options

As at January 9, 2008, MX Options to purchase an aggregate of 190,000 MX Shares were outstanding. In addition, up to 35,213 MX Options may be granted to two executive officers of MX before the end of January 2008, pursuant to the terms of existing employment agreements and in accordance with the terms of the MX Stock Option Plan.

Currently exercisable MX Options may be exercised at any time prior to the Effective Date.

The Combination Agreement provides that any Unexercised Option will be cancelled and replaced by a Replacement Option to purchase TSX Group Shares entitling the holder thereof to purchase a number of TSX Group Shares equal to the product of the number of MX Shares issuable upon exercise of such Unexercised Option multiplied by the Exchange Ratio. Such Replacement Option shall provide for an exercise price per TSX Group Share equal to the exercise price per MX Share of such Unexercised Option immediately prior to the Effective Date divided by the Exchange Ratio, subject to certain adjustments as provided in the Combination Agreement, which adjustments, if any, may only result in an increase to the new exercise price. Should the foregoing calculation result in a Replacement Option being exercisable for a fraction of a TSX Group Share, then the number of TSX Group Shares subject to such Replacement Option shall be rounded down to the nearest whole number of TSX Group Shares. Except as set forth in the Combination Agreement, all other terms and conditions of the Replacement Option will be the same as the terms and conditions of the Unexercised Option, including the original vesting period applicable thereto, if any, without any acceleration of such vesting period. See “The Amalgamation — Amalgamation Mechanics — Amalgamation”.

Procedure for the Surrender of Share Certificates and Payment

Assuming the Amalgamation receives a favourable vote at the Meeting, and upon satisfaction of the conditions precedent to the Amalgamation, MX will, at least ten (10) days prior to the Effective Date, issue a press release that will notify MX Shareholders of the anticipated Effective Date and the Election Deadline, which will be 5:00 p.m. (Montréal time) the second Business Day prior to the Effective Date. MX Shareholders will be required to return the duly completed Transmittal and Election Form in order to receive the TSX Group Shares, the cash consideration payable upon the redemption of the Amalco Redeemable Shares or a combination of TSX Group Shares and such cash (after deducting any withholding tax, as applicable), to which they are entitled. MX Shareholders must return the duly completed Transmittal and Election Form prior to the Election Deadline in order to make a valid election and receive, as soon as possible following the Effective Date, the consideration to which they are entitled.

The details of the procedures for the deposit of share certificates representing the MX Shares and the delivery by the Depository of the TSX Group Shares or payment by the Depository of the cash consideration are set out in the Transmittal and Election Form accompanying this Circular (on yellow paper). MX Shareholders who do not have the Transmittal and Election Form, should contact the Depository by mail at P.O. Box 1036, Adelaide Street Postal Station, Toronto, Ontario, M5C 2K4, Attention: Corporate Restructures, by telephone at 1-800-387-0825 or by email at inquiries@cibcmellon.com. The Transmittal and Election Form can also be found on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

Amalco will, as soon as practicable following the later of the Effective Date and the presentation and surrender to the Depository of certificates representing an MX Shareholder’s MX Shares and the Transmittal and Election Form, duly completed in accordance with the instructions contained therein, and such other documents as the Depository may in its discretion consider acceptable, deliver or cause the Depository to deliver to such holder TSX Group Shares and the cash consideration, without interest, payable upon the redemption of the Amalco Redeemable Shares (net of withholding tax, if applicable), by way of cheque, which such holder has the right to receive under the terms of the Amalgamation. Certificates representing MX Shares so surrendered will forthwith be cancelled.

Until surrendered as contemplated under the terms of the Amalgamation, each certificate which immediately prior to the Effective Date represented one or more outstanding MX Shares will be deemed at all times after the Effective Date to represent only the right to receive, upon such surrender, TSX Group Shares and the dividends and distribution accruing to the holder of such shares, if any, the cash consideration payable upon the redemption of the Amalco Redeemable Shares or a combination of TSX Group Shares and such cash (less any applicable withholding tax) which such holder has the right to receive under the terms of the Amalgamation, depending on the election or deemed election of the holder as described under the heading “The Amalgamation — Amalgamation Mechanics — Amalgamation”. Any certificates formerly representing the MX Shares that are not presented and surrendered to the Depository as set forth herein, or any

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cheques representing the cash consideration payable pursuant to the Amalgamation not presented for payment, on or before the sixth anniversary of the Effective Date will, subject to the requirements of applicable Law with respect to unclaimed property, cease to represent a right or claim of any kind or nature. In such cases, the right of the holder of such certificates to receive, under the terms of the Amalgamation, the cash consideration to which such holder is entitled will be forfeited to Amalco and the right of such holder to be issued, under the terms of the Amalgamation, TSX Group Shares, together with all dividends and distributions thereon, if any, will be cancelled.

Any MX Shareholder who fails to complete a Transmittal and Election Form prior to the Election Deadline, as provided in the Amalgamation Agreement, or who does not properly elect either the Share Alternative or the Cash Alternative in the Transmittal and Election Form, with respect to any MX Shares deposited by such MX Shareholder in connection with the Amalgamation, will be deemed to have elected the Cash Alternative.

If a share certificate has been lost, stolen or destroyed, the Depository shall, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, issue in exchange for such lost, stolen or destroyed certificate, TSX Group Shares or pay the cash consideration payable upon the redemption of the Amalco Redeemable Shares (net of withholding tax, if applicable), by way of cheque, which such holder has the right to receive under the terms of the Amalgamation in accordance with such holder’s duly completed Transmittal and Election Form. When authorizing such issuance or payment in exchange for the lost, stolen or destroyed certificate, the holder to whom cash or TSX Group Shares are to be paid or issued shall, as a condition precedent to the issuance or payment thereof, give a bond satisfactory to Amalco and the Depository in connection with any claim that may be made against Amalco with respect to the certificate alleged to have been lost, stolen or destroyed.

Any use of the mail to transmit a share certificate, a related Transmittal and Election Form, and any other required documents, is at the risk of the MX Shareholder. If these documents are mailed, it is recommended that registered mail, with (if applicable) return receipt requested, properly insured, be used.

MX Shareholders whose MX Shares are registered in the name of a broker, investment dealer, bank, trust company or other intermediary should contact that intermediary for instructions and assistance in delivering share certificates representing those MX Shares.

Redemption

Immediately following the Amalgamation, Amalco will automatically redeem all the outstanding Amalco Redeemable Shares in consideration for $39.00 in cash per share. No notice of redemption or other act or formality on the part of Amalco shall be required to redeem the Amalco Redeemable Shares. No certificates for the Amalco Redeemable Shares shall be issued to holders.

MX Shareholders will, upon the redemption of such Amalco Redeemable Shares, cease to be shareholders of Amalco and will be entitled only to receive a cheque representing the cash consideration (after deducting any withholding tax, as applicable) which they have the right to receive under the terms of the Amalgamation, following the presentation and surrender by such MX Shareholders to the Depository of Transmittal and Election Forms, duly completed in accordance with the instructions contained therein, and such other documents as the Depository may in its discretion consider acceptable, together with share certificates representing all of the MX Shares held by such MX Shareholders. See “The Amalgamation — Amalgamation Mechanics — Procedure for the Surrender of Share Certificates and Payment”.

On and after the redemption of any such Amalco Redeemable Shares, the holders thereof shall not be entitled to exercise any of the rights of shareholders in respect thereof except to receive from the Depository the payment, without interest, of the cash consideration therefor (net of withholding tax, if applicable), unless payment of the aforesaid cash consideration has not been made in accordance with the provisions of the Amalgamation Agreement, in which case the rights of such shareholder will remain unaffected. Under no circumstances will interest on such cash consideration be payable by Amalco or the Depository as a result of any delay in paying such cash consideration or otherwise.

Post-Amalgamation Reorganization

Immediately following the redemption of the Amalco Redeemable Shares, steps will be taken such that TSX Newco A will be wound up in TSX Newco B and Amalco will amalgamate with TSX Newco B to become a direct subsidiary of TSX Group. The articles and by-laws of the company resulting from such amalgamation will be the same, in all material respects, as those of Amalco (except that the articles of such company will not authorize the issuance of shares that are the same as Amalco Redeemable Shares but will authorize the issuance of other classes of preferred shares) and the directors

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of the company resulting from this amalgamation will be those mentioned under “MX and TSX Group After the Amalgamation — Directors”.

No Dissenting Shareholders’ Rights and Business Combination

Shareholders of companies incorporated under the Companies Act do not have a “right of dissent” with respect to amalgamations. A “right of dissent” may generally be described as a specified statutory provision which provides a shareholder opposing a material change to the corporate structure of a company or its share capital, which has otherwise been approved by the shareholders in accordance with applicable law, the right to be paid the fair value for his or her shares or to ask a competent tribunal to determine this fair value.

Rule 61-501 and Regulation Q-27 regulate insider bids, issuer bids, business combinations, going-private transactions and related party transactions to ensure that all securityholders are treated in a manner that is fair.

The Amalgamation does not constitute a “business combination” for the purposes of Rule 61-501, as no related party of MX, including the directors or senior officers of MX, will receive a “collateral benefit” pursuant to the Amalgamation. In that regard, Rule 61-501 excludes from the meaning of “collateral benefit” a benefit to a related party such as a director or senior officer where: (i) the benefit is not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the director or senior officer for securities relinquished under the transaction; (ii) the conferring of the benefit is not, by its terms, conditional on the director or senior officer supporting the transaction in any manner; (iii) full particulars of the benefit are disclosed in the disclosure document for the transaction; and (iv) either (A) at the time the transaction is agreed to, the director or senior officer and his or her associated entities beneficially owns, or exercises control or direction over, less than l% of each class of the outstanding securities of the issuer outstanding or (B) the director or senior officer discloses to an independent committee of the issuer the amount of consideration that he or she expects to be beneficially entitled to receive, under the terms of the transaction, in exchange for the equity securities he or she beneficially owns; an independent committee acting in good faith determines that the value of the benefit, net of any offsetting costs to the director or senior officer, is less than 5% of the value of the consideration the director or senior officer will receive pursuant to the terms of the transaction for the equity securities he or she beneficially owns, and the independent committee’s determination is disclosed in the disclosure document for the transaction.

To the knowledge of MX, as at January 9, 2008, each of the directors and senior officers of MX who are entitled to receive payments and benefits in connection with the Amalgamation, and their respective associated entities, solely in connection with their services as directors and senior officers, held less than 1% of the issued and outstanding MX Shares on December 10, 2007, except for Mr. Luc Bertrand. See “Information Regarding MX — Interest of Informed Persons in Material Transactions”. The Board of Directors, excluding Mr. Luc Bertrand, reviewed in accordance with Rule 61-501 the terms and conditions of the Employment Agreement and the benefits to be received by Mr. Bertrand pursuant to the Amalgamation. In accordance with Rule 61-501, Mr. Bertrand disclosed to the Board of Directors the aggregate consideration that will be received pursuant to the Amalgamation for the MX Shares beneficially owned, or over which control or direction is exercised, by him and the Board of Directors excluding Mr. Luc Bertrand determined that the value of the benefits provided to Mr. Bertrand under the Employment Agreement, net of offsetting costs, is less than 5% of the value of the consideration that he is entitled to receive pursuant to the Amalgamation for the MX Shares beneficially owned, or over which control or discretion is exercised, by him. Consequently, the Board of Directors determined that these benefits are not “collateral benefits” within the meaning of Rule 61-501.

The AMF indicated, in a notice published June 25, 2004, that Regulation Q-27 is being amended to substantially mirror Rule 61-501, and, in connection therewith, MI 61-101 is currently expected to come into force in Québec and Ontario on February 1, 2008, whereupon Regulation Q-27 will be repealed. Pending the coming into force of MI 61-101, the AMF has stated that it would grant, on a discretionary basis, relief for transactions that would otherwise benefit from an exemption under Rule 61-501, or not be subject to its requirements. Since the Amalgamation may be considered a “going-private transaction” within the meaning of Regulation Q-27, MX has applied for exemptive relief from the valuation and minority approval requirements of Regulation Q-27 on the basis that the Amalgamation is not a “business combination” under Rule 61-501.

Regulatory Matters and Other Consents

Under the Combination Agreement, MX and TSX Group have agreed to proceed diligently, in a coordinated fashion, to apply for and obtain all Regulatory Approvals in connection with the Amalgamation. Other than the Regulatory Approvals and the Required Vote, neither MX nor TSX Group is aware of any material approval or action by any federal, provincial, state or foreign government or any administrative or regulatory agency that would be required to be obtained prior to the Effective Date. If any additional filings or consents are required, such filings or consents will be sought but

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these additional requirements could delay the Effective Date or prevent the completion of the Amalgamation. See “The Combination Agreement —Regulatory Approvals”.

Securities Law Matters

The following is a brief summary of the securities law considerations applicable to the Amalgamation and transactions contemplated thereby.

Canadian Securities Laws

Status under Canadian Securities Laws

MX is a reporting issuer (or the equivalent) in each of the provinces and territories of Canada. MX Shares currently trade on TSX under the symbol “MXX”. TSX Group Shares are listed on TSX under the symbol “X”. It is a condition to the completion of the Amalgamation that the TSX Group Shares issuable under the terms thereof, including upon the exercise of the Replacement Options, be approved for listing on TSX, subject to the filing of required documentation, notice of issuance and/or other usual requirements and compliance with all applicable securities laws. TSX has conditionally approved the listing of the TSX Group Shares issuable under the Amalgamation, including upon exercise of the Replacement Options. Listing is subject to TSX Group fulfilling all of the requirements of TSX.

Issue and Resale of TSX Group Shares Under Canadian Securities Laws

Each MX Shareholder is urged to consult the holder’s professional advisors to determine the conditions and restrictions applicable under Canadian law to trades in TSX Group Shares.

The issuance of TSX Group Shares in connection with the Amalgamation, and the issuance of TSX Group Shares from time to time upon the exercise of Replacement Options, will be exempt from the prospectus and registration requirements of applicable Canadian securities legislation. The sale of TSX Group Shares received pursuant to the Amalgamation will be free from restriction on the first trade of such TSX Group Shares provided that (i) such sale is not a control distribution, (ii) no unusual effort is made to prepare the market or to create a demand for the TSX Group Shares, (iii) no extraordinary commission or consideration is paid to a person or company in respect of such sale and (iv) if the selling security holder is an insider or officer of TSX Group, the selling security holder has no reasonable grounds to believe that TSX Group is in default of Canadian Securities Laws.

U.S. Securities Laws

Status Under U.S. Securities Laws

Neither TSX Group nor MX is, or will following the Amalgamation be, a reporting company in the United States.

Offer, Sale and Resale of TSX Group Shares Under U.S. Securities Laws

Each MX Shareholder is urged to consult the holder’s professional advisors to determine the resale restrictions, if any, applicable to TSX Group Shares.

The offering and sale of TSX Group Shares in connection with the Amalgamation is being registered under a multijurisdictional disclosure system adopted by the United States that permits this Circular to be prepared in accordance with the disclosure requirements of Canada. Prospective investors should be aware that such requirements are different from those of the United States. The issuance of the Amalco Redeemable Shares has not been, and is not required to be, registered in the United States because, among other things, such shares will be immediately redeemed for cash in the Amalgamation. The resale of TSX Group Shares received by U.S. Shareholders pursuant to the Amalgamation will be free from restriction in the United States provided that such persons are not, and have not been during the three-month period preceding the resale, affiliates of TSX Group. U.S. Shareholders who are affiliates of TSX Group after the Amalgamation will be subject to restrictions on resale imposed by the U.S. Securities Act. These affiliates may not resell their TSX Group Shares within the United States unless such shares are registered under the U.S. Securities Act or an exemption from registration is available. As defined in Rule 144 under the U.S. Securities Act, an “affiliate” of an issuer is a person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the issuer. Typically, persons who are executive officers, directors or 10% or greater shareholders of an issuer are considered to be its affiliates.

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Exercise of Replacement Options to be Issued in Exchange for the MX Options

Under and as provided in the Combination Agreement, TSX Group will issue Replacement Options on the basis set forth in the Combination Agreement. TSX Group Shares issuable on exercise of Replacement Options have not been registered under the U.S. Securities Act. As a result, the Replacement Options may not be exercised by or on behalf of a person in the United States, and the TSX Group Shares issuable upon exercise thereof may not be offered or sold in the United States, unless such TSX Group Shares have been registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available.

Financing Arrangements and Expenses of the Amalgamation

TSX Group intends to finance the cash consideration payable upon the redemption of the Amalco Redeemable Shares with a three-year $430 million term facility underwritten by BMO Capital Markets and Caisse Centrale Desjardins.

Except as otherwise indicated, the Combination Agreement provides that each of the parties shall pay its own legal, financial, advisory, accounting and other costs and expenses incurred in connection with the preparation, execution and delivery of the Combination Agreement and the Amalgamation and any other costs and expenses whatsoever and howsoever incurred.

In the event the Amalgamation is not completed, the fees and expenses of MX, excluding any Termination Fee, (as described below under “The Combination Agreement — Termination Fee”) or expense reimbursement (as described below under “The Combination Agreement — Expense Reimbursement”), if applicable, are not expected to exceed $4 million in the aggregate. Management of MX estimates that its total expenses in connection with the Combination Agreement, the Amalgamation Agreement and the Amalgamation, will be approximately $16 million including third party legal, accounting, advisory and investment banking, filing, printing, proxy solicitation, and mailing expenses.

Assuming that the Effective Date occurs in the first quarter of 2008, the estimated costs and fees of TSX Group in connection with the Combination Agreement, the Amalgamation Agreement and the Amalgamation, including, without limitation, financial advisors’ fees, bank fees, filing fees, legal and accounting fees are estimated to be approximately $32 million.

Delisting and Reporting Issuer Status

Following the Effective Date, the MX Shares will be delisted from TSX and MX will submit the required application seeking a decision that it cease being a reporting issuer in those jurisdictions in Canada in which it currently has reporting issuer or equivalent status.

THE COMBINATION AGREEMENT

The following description of certain material provisions of the Combination Agreement is a summary only, is not comprehensive and is qualified in its entirety by reference to the full text of the Combination Agreement, a copy of which was filed on SEDAR and EDGAR on December 11, 2007 and is available through the internet at www.sedar.com and at www.sec.gov.

Pursuant to the Combination Agreement, it was agreed that, subject to the terms and conditions set forth therein, the MX Shares shall, at the election of each holder thereof, in each case subject to pro-ration as described herein, either be (a) cancelled, the holder thereof being entitled to receive in exchange such number of TSX Group Shares equal to the product of the number of MX Shares held by such MX Shareholder multiplied by the Exchange Ratio; or (b) converted into such number of Amalco Redeemable Shares as is equal to the number of MX Shares held by such Shareholder, which Amalco Redeemable Shares are to be redeemed immediately following the Amalgamation for $39.00 per share.

Representations and Warranties

The Combination Agreement contains representations and warranties of MX and TSX Group to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the contract between MX and TSX Group and may be subject to important qualifications and limitations agreed to by MX and TSX Group in connection with negotiating its terms. Certain representations and warranties may not be accurate or complete as of any specified date because they are subject to a contractual standard of materiality different from those generally applicable under securities laws or were used for the purpose of allocating risk between MX and TSX Group

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rather than establishing matters as facts. For the foregoing reasons, MX Shareholders should not rely on the representations and warranties as statements of factual information.

Regulatory Approvals

In the Combination Agreement, MX and TSX Group agreed: (i) to take promptly all actions necessary to cause the filings required by them and their respective Subsidiaries, to obtain all Regulatory Approvals to be made as soon as possible and, in the case of the filings under the Competition Act, filing on or before December 24, 2007, an application for an advance ruling certificate and a long-form pre-merger notification; (ii) to comply at the earliest practicable date with any request for additional information received by any of them or their Subsidiaries, from any Governmental Entities, including the AMF, the OSC, the SEC or the Competition Bureau in connection with obtaining any Regulatory Approval; and (iii) to cooperate with each other in connection with their respective filings with respect to obtaining any Regulatory Approval and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by the Combination Agreement commenced by any Governmental Entity.

In addition, TSX Group agreed to provide a written undertaking in favour of the AMF in support of the Amalco Recognition Order. The provisions of TSX Group’s proposed undertaking are set forth under “MX and TSX Group After the Amalgamation — Governance and Business Continuity”.

The Combination Agreement also provides that, in order to ensure the permanence of MX’s derivatives expertise and the associated value-added employment in derivatives and information technology sectors in Montréal, the Amalco Recognition Order shall provide that:

1.	Amalco and CDCC’s head and executive offices will remain in Montréal;
2.	the most senior executive officer of each of Amalco and CDCC will reside and work in Montréal; and
3.	Amalco will retain the name “Bourse de Montréal Inc. / Montréal Exchange Inc”.

Covenants of the Parties

The Combination Agreement also contains customary negative and affirmative covenants on the part of both parties.

Recommendation of Amalgamation

MX has agreed that, subject to its obligations regarding non-solicitation of Acquisition Proposals or determination of Superior Proposals set forth below under “Covenants of MX Regarding Non-Solicitation and Fiduciary Out”, it will, through the Board of Directors:

1.	unanimously recommend at the Meeting that MX Shareholders vote all of their MX Shares in favour of the Amalgamation Resolution and, through its Board of Directors, publicly reconfirm such recommendation upon the reasonable request in writing from time to time of TSX Group and, in addition, not act or fail to act in any way that might reasonably be expected to discourage the MX Shareholders from voting in favour of the Amalgamation or that might reasonably encourage the MX Shareholders to vote against the Amalgamation;
2.	not withdraw its recommendation that MX Shareholders vote in favour of the Amalgamation; and
3.	use commercially reasonable efforts to cause the directors and senior officers of MX and its Subsidiaries, other than Supporting MX Shareholders to vote the MX Shares held by them at the Meeting in favour of the Amalgamation Resolution.

Covenants of MX Regarding the Amalgamation

MX also agreed that, until the earlier of (i) the Effective Date; or (ii) the date the Combination Agreement is terminated pursuant to its terms, MX shall perform, and shall cause its Subsidiaries to perform, all obligations required to be performed by MX or any of its Subsidiaries, as the case may be, under the Combination Agreement and shall do all such other lawful acts and things as may be necessary in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by the Combination Agreement.

MX further agreed that it shall use commercially reasonable efforts in its capacity as a shareholder or unitholder to ensure that CAREX and BOX do or refrain from doing all such acts and things as may be necessary in order to comply with the MX covenants, as if all references therein to “Subsidiaries” were also references to “CAREX” or “BOX”, as the case may be.

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Operation of Business by MX

MX also agreed that, until the earlier of: (i) the Effective Date; or (ii) the date the Combination Agreement is terminated pursuant to its terms, except as provided in the MX Disclosure Letter, consented to in writing by TSX Group, such consent not to be unreasonably withheld, or as is otherwise expressly permitted or specifically contemplated by the Combination Agreement or as is otherwise required by applicable Law or a Governmental Entity:

1.	the business of MX and its Subsidiaries shall be conducted only, and MX and its Subsidiaries shall not take any action except, in the usual and ordinary course of business and consistent with past practice, and MX shall use commercially reasonable efforts to maintain and preserve its and its Subsidiaries’ current business organizations, assets, properties, goodwill and business relationships and to keep available the services of its current officers and key employees, in each case, consistent with past practice;
2.	MX shall not, and shall not permit any of its Subsidiaries to, directly or indirectly: (i) amend its articles, charter or by-laws or other comparable organizational documents; (ii) declare, set aside or pay any dividend or other distribution or payment (whether in cash, shares or property) in respect of the MX Shares owned by any Person or the securities of any Subsidiary owned by a Person other than MX except for, in the case of any Subsidiary wholly-owned by MX, any dividends payable to MX or any other wholly-owned Subsidiary of MX; (iii) adjust, subdivide, combine or reclassify its share capital; (iv) issue, grant, sell or pledge or agree to issue, grant, sell or pledge any securities of MX or its Subsidiaries, or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, securities of MX or its Subsidiaries, other than the issuance of MX Shares issuable pursuant to the terms of the outstanding MX Options and MX Rights; (v) redeem, purchase or otherwise acquire or subject to an Encumbrance any of its outstanding securities or securities convertible or exchangeable into or exercisable for any such securities, unless otherwise required by the terms of such securities and other than in transactions between two or more MX wholly-owned Subsidiaries or between MX and an MX wholly-owned Subsidiary; (vi) amend or modify the terms of any of its securities; (vii) adopt a plan of liquidation or resolution providing for the liquidation or dissolution of MX or any of its Subsidiaries; (viii) make any change in its accounting methods or policies, in each case except as required in accordance with GAAP or applicable Laws; (ix) make any material Tax election or settle or compromise any material Tax liability; or (x) enter into, modify or terminate any Contract with respect to any of the foregoing;
3.	MX shall not, and shall not permit any of its Subsidiaries to, directly or indirectly: (i) sell, pledge, lease, license, dispose of or encumber any assets (including the capital stock of any Subsidiary or of CAREX) of MX or of any Subsidiary, except in the ordinary course of business consistent with past practice; (ii) sell, pledge, lease, license, dispose of or encumber its securities or units in BOX; (iii) acquire (by merger, amalgamation, consolidation or acquisition of shares or assets or otherwise) any corporation, partnership or other business organization or division thereof or any property or asset, or make any investment either by the purchase of securities, contributions of capital (other than to wholly-owned Subsidiaries), property transfer, or purchase of any property or assets of any other Person with a fair market value, individually or in the aggregate, in excess of $4.0 million; (iv) incur any Indebtedness or issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other Person, or make any loans or advances, except for (a) refinancing of existing debt on substantially market terms and (b) Indebtedness incurred in the ordinary course of business not to exceed $300,000 in the aggregate; (v) pay, discharge or satisfy any claims, liabilities or obligations other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the MX Financial Statements; (vi) waive, release, grant or transfer any rights; (vii) enter into a new line of business; (viii) authorize any change to any of its fee schedules other than in the ordinary course of business consistent with past practice; or (ix) authorize or propose any of the foregoing, or enter into or modify any Contract to do any of the foregoing; other than, in respect of clauses (v) and (vi) in respects of claims, liabilities, obligations or rights not to exceed $300,000 in the aggregate;
4.	MX shall not, and shall not permit any of its Subsidiaries to, directly or indirectly: (i) enter into any agreement that, if entered into prior to the date of the Combination Agreement, would be an MX Material Contract; (ii) amend in any material respect any MX Material Contract; (iii) enter into any Contract that limits or otherwise restricts in any material respect MX or any of its Subsidiaries or any of their successors, or that would, after the Effective Date, limit or otherwise restrict in any material respect TSX Group or any of its Subsidiaries or any of their successors, from engaging or competing in any line of business or in any geographic area or from

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operating their business in substantially the same manner as it was operated immediately prior to entering into the Combination Agreement; or (iv) terminate, cancel or amend in any material respect any Material Contract;

5.	other than as is necessary to comply with applicable Laws or Contracts, or in accordance with any incentive or compensation arrangement in effect on the date of the Combination Agreement, or as otherwise agreed by TSX Group, neither MX nor any of its Subsidiaries: (i) shall grant to any officer or director of MX or any of its Subsidiaries an increase in compensation in any form; (ii) grant any general salary increase; (iii) take any action with respect to the grant of any severance or termination pay not in accordance with existing policies; (iv) enter into or amend any employment agreement with any officer or director of MX or any of its Subsidiaries; (v) increase any benefits payable under its current severance or termination pay policies; or (vi) adopt or materially amend or make any contribution to any MX plan or other bonus, profit sharing, option, pension, retirement, deferred compensation, insurance, incentive compensation, compensation or other similar plan, agreement, trust, fund or arrangement for the benefit of directors, officers or employees or former directors, officers, employees of MX or any of its Subsidiaries, other than, in respect of clauses (i), (ii), (iv) and (v), in the ordinary course of business consistent with existing policies and practices;
6.	MX shall not, and shall not permit any of its Subsidiaries to, make any material loan, advances or capital contributions to, or investments in, any other Person other than to wholly-owned Subsidiaries or make any loans to any officer or director of MX or any of its Subsidiaries;
7.	MX shall not, and shall not permit any of its Subsidiaries to, waive, release, settle or compromise: (i) any material Legal Actions or any material claim; or (ii) any Legal Action that is brought by any current, former or purported holder of any securities of MX in its capacity as such and that (a) requires any payment to such security holders by MX or any Subsidiary or (b) adversely affects in any material respect the ability of MX and the Subsidiaries to conduct their business, other than, in the case of clauses (i) and (ii)(a), such settlements or compromises that do not require payments by MX in excess of $500,000; and
8.	MX shall not terminate or cancel, or allow to lapse or amend or modify in any material respect, any material insurance policies maintained by it covering MX or any of its Subsidiaries, including directors’ and officers’ insurance, which is not replaced by a comparable amount of insurance coverage on comparable terms; provided that, subject to its rights with respect to director and officer liability under the Combination Agreement, none of MX or any of its Subsidiaries shall obtain or renew any insurance (or re-insurance) policy for a term exceeding 12 months.

MX further agreed that it shall use commercially reasonable efforts in its capacity as a shareholder or unitholder to ensure that CAREX and BOX do or refrain from doing all such acts and things as may be necessary in order to comply with the foregoing covenants, as if all references therein to “Subsidiaries” were also references to “CAREX” or “BOX”, as the case may be.

Covenants of TSX Group Regarding the Amalgamation

TSX Group agreed that, until the earlier of: (i) the Effective Date; or (ii) the date the Combination Agreement is terminated pursuant to its terms, TSX Group shall perform, and shall cause its Subsidiaries to perform, all obligations required to be performed by TSX Group or any of its Subsidiaries under the Combination Agreement and shall do all such other acts and things as may be necessary in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated thereby.

Operation of Business by TSX Group

TSX Group has also agreed that until the earlier of: (i) the Effective Date; or (ii) the date the Combination Agreement is terminated pursuant to its terms, except as provided in the TSX Group Disclosure Letter, consented to in writing by MX, such consent not to be unreasonably withheld, or as is otherwise expressly permitted or specifically contemplated by the Combination Agreement or as is otherwise required by applicable Law or a Governmental Entity:

1.

the business of TSX Group and its Subsidiaries shall be conducted only, and TSX Group and its Subsidiaries shall not take any action except, in the usual and ordinary course of business and consistent with past practice, and TSX Group shall use commercially reasonable efforts to maintain and preserve its and its Subsidiaries’ current business organizations, assets, properties, goodwill and business relationships;

2.

TSX Group shall not, and shall not permit any of its Subsidiaries to, directly or indirectly: (i) amend its articles, charter or by-laws or other comparable organizational documents; (ii) declare, set aside or pay any dividend or

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other distribution or payment (whether in cash, shares or property) in respect of the TSX Group Shares owned by any Person or the securities of any Subsidiary owned by a Person other than TSX Group except for, in the case of any Subsidiary wholly-owned by TSX Group, any dividends payable to TSX Group or any other wholly-owned Subsidiary of TSX Group; provided, that TSX Group may pay quarterly cash dividends consistent with past practice; (iii) adjust, subdivide, combine or reclassify its share capital; (iv) issue, grant, sell or agree to issue, grant or sell any shares of TSX Group or its Subsidiaries, or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, securities of TSX Group or its Subsidiaries, other than the issuance of TSX Group Shares issuable pursuant to the terms of the outstanding TSX Group Options or the issuance, sale or transfer to TSX Group or any Subsidiary of TSX Group of shares of the Subsidiaries of TSX Group, or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire any such shares; (v) adopt a plan of liquidation or resolution providing for the liquidation or dissolution of TSX Group or any of its operating Subsidiaries; or (vi) make any change in its accounting methods or policies, in each case except as required in accordance with GAAP or applicable Laws;

3.

TSX Group shall not, and shall not permit any of its Subsidiaries to, directly or indirectly: (i) sell, lease, license, dispose of or encumber any material assets (including the capital stock of any Subsidiary) of TSX Group or of any Subsidiary, except in the ordinary course of business consistent with past practice; (ii) enter into any merger, amalgamation, consolidation or acquisition of shares or assets of any other Person (a) with a fair market value in excess of $400.0 million in the aggregate or (b) if such merger, amalgamation, consolidation or acquisition would reasonably be expected to have the legal or practical effect of delaying or preventing, or reducing the likelihood of consummation of the Amalgamation or the obtaining of any regulatory or other consent or approval contemplated in the Combination Agreement prior to the Target Completion Date; or (iii) authorize or propose any of the foregoing, or enter into or modify any Contract to do any of the foregoing; and

4.

other than in the ordinary course of business consistent with past practice, TSX Group shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into any Contract that limits or otherwise restricts in any material respect TSX Group or any of its Subsidiaries or any of their successors, or that would, after the Effective Date, limit or restrict in any material respect TSX Group or any of its Subsidiaries or any of their successors, from engaging or competing in any line of business or in any geographic area or which would reasonably be expected to result in a Material Adverse Effect on TSX Group or Amalco.

Business Continuity and Other Covenants of TSX Group

The Combination Agreement also provides that, in order to ensure the permanence of MX’s derivatives expertise and the associated value-added employment in derivatives and information technology sectors in Montréal, the Amalco Recognition Order shall provide that:

1.	Amalco and CDCC’s head and executive offices will remain in Montréal;
2.	the most senior executive officer of each of Amalco and CDCC will reside and work in Montréal; and
3.	Amalco will retain the name “Bourse de Montréal Inc. / Montréal Exchange Inc”.

In addition, TSX Group agreed to provide a written undertaking in favour of the AMF in support of the Amalco Recognition Order. The provisions of TSX Group’s proposed undertaking are set forth under “MX and TSX Group After the Amalgamation — Governance and Business Continuity”.

In the Combination Agreement, TSX Group further agreed that:

1.	at the Effective Date, TSX Group shall cause the MX Nominees to join the board of directors of TSX Group, the membership of which shall be increased to 18 directors;
2.	from and after the Effective Date, TSX Group shall (i) in the usual and ordinary course of business consistent with past practice, convene an annual and special meeting of the TSX Group Shareholders in connection with which it shall propose that the name of TSX Group be changed to “TMX Group Inc.”; and (ii) comply with the terms of the Québec Approvals in accordance with their terms and conditions, as the same may continue to be applicable to TSX Group; and
3.	on the opening of the first TSX trading window following the Effective Date, TSX Group will grant the individuals listed in the TSX Group Disclosure Letter who are then employed by Amalco a one-time award

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under TSX Group’s long-term incentive program on the terms set forth in the TSX Group Disclosure Letter, in recognition of the continuing services of such individuals to Amalco.

Covenants of MX Regarding Non-Solicitation and Fiduciary Out

MX has agreed, except as otherwise permitted by the Combination Agreement, not to, directly or indirectly, through any officer, director, employee, representative (including financial or other advisor) or agent of MX or any of its Subsidiaries (collectively, “Representatives”), (i) solicit, assist, initiate, encourage or otherwise facilitate (including by way of furnishing information, soliciting proxies (within the meaning of the Securities Act) or entering into any form of Contract) any inquiries, submissions, proposals or offers regarding any Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; (iii) make a Change in Recommendation; (iv) accept, approve, endorse or recommend any Acquisition Proposal or propose to publicly do so; or (v) accept, approve, endorse or enter into any Contract in respect of any Acquisition Proposal.

Notwithstanding any provision to the contrary in the Combination Agreement, nothing shall prevent the Board of Directors, prior to the approval of the Amalgamation Resolution by MX Shareholders, from considering, participating in any discussions or negotiations, or entering into a confidentiality agreement on terms that are no less favourable to MX in the aggregate than the Confidentiality Agreement, and providing information pursuant to the provisions of the Combination Agreement, regarding a bona fide Acquisition Proposal that the Board of Directors determines would be reasonably likely to result in a Superior Proposal.

MX shall promptly (and in any event within 24 hours) notify TSX Group, at first orally and then in writing, of any Acquisition Proposal, or any amendments to the foregoing, or any request for non-public information relating to MX or any of its Subsidiaries in connection with an Acquisition Proposal or for access to the properties, books or records of MX or any of its Subsidiaries by any Person that informs MX, any member of the Board of Directors or such Subsidiary that such Person is considering making, or has made, an Acquisition Proposal. Such notice shall include a description of the material terms and conditions of any proposal and provide such details of the proposal, inquiry or contact as TSX Group may reasonably request including the identity of the Person making such proposal, inquiry or contact.

If MX receives a request for material non-public information from a Person who proposes a bona fide Acquisition Proposal in writing in respect of MX (the existence and content of which have been disclosed to TSX Group) prior to the approval of the Amalgamation Resolution by the MX Shareholders, and the Board of Directors determines that such proposal would be reasonably likely to result in a Superior Proposal then, and only in such case, the Board of Directors may, subject to the execution by such Person of a confidentiality agreement on terms that are no less favourable to MX in the aggregate than the Confidentiality Agreement provide such Person with access to information regarding MX or any of its Subsidiaries.

Nothing contained in the non-solicitation provisions set forth above shall, among other things, prohibit the Board of Directors from taking any action to fulfill its disclosure or legal obligations to MX Shareholders prior to the Effective Date, if in the good faith judgement of the Board of Directors, after consultation with outside legal counsel, failure to take such action or make such disclosure would reasonably be expected to be inconsistent with the Board of Directors’ exercise of its fiduciary duties or such action or disclosure is otherwise required under applicable Law (including, without limitation, issuing a directors’ circular under applicable securities Laws or calling and holding a meeting of MX Shareholders requisitioned by such MX Shareholders in accordance with the Companies Act); provided MX and its Representatives (other than the NYMEX representative on the Board of Directors) are not otherwise in breach of the non-solicitation provisions set forth above.

The Combination Agreement provides that, notwithstanding MX’s non-solicitation covenants set forth therein, TSX Group has the right to match any Superior Proposal during a response period (the “Matching Period”) of five Business Days after the date (the “Notice Date”) that is the later of (a) the date TSX Group received written notice of MX’s proposed determination to accept, approve, recommend or enter into any Contract relating to an Acquisition Proposal; and (b) the date TSX Group received a copy of the Acquisition Proposal.

During the Matching Period, TSX Group has the opportunity (but not the obligation) to offer to amend the terms and conditions of the Combination Agreement and the Amalgamation Agreement such that the Acquisition Proposal would cease to be a Superior Proposal. Each successive material modification (including any increase in the proposed price) of any Acquisition Proposal shall constitute a new Acquisition Proposal, provided that the Matching Period in respect of such new Acquisition Proposal shall extend only until the later of the end of the initial five Business Day Matching Period and 48 hours after the Notice Date in respect of the modification of the Acquisition Proposal.

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After the Matching Period, if the Board of Directors (a) determines that such Acquisition Proposal continues to constitute a Superior Proposal; and (b) determines in good faith, after consultation with outside legal counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, MX may accept, approve, recommend or enter into any Contract relating to an Acquisition Proposal and the Board of Directors may make a Change in Recommendation. Prior to taking any such action, MX shall be required to terminate the Combination Agreement and pay the Termination Fee.

Employee Matters

From and after the Effective Date, TSX Group shall honour and perform, or cause Amalco or a successor to Amalco, as the case may be, to honour and perform, all of the obligations of MX and any of its Subsidiaries under employment and other agreements with current or former employees, and for a period of 12 months following the Effective Date, subject to its obligations under the Combination Agreement, shall provide MX employees with benefits that are substantially equivalent to those provided by MX under the MX Plans. From and after the Effective Date, TSX Group shall also use commercially reasonable efforts in its capacity as a shareholder or unitholder to ensure that CAREX and BOX do or refrain from doing all such acts and things as may be necessary in order to comply with this paragraph as if all references herein to “Subsidiaries” were also references to “CAREX” or “BOX”, as the case may be; it being understood that such covenant on the part of TSX Group shall not give any employees of MX or any of its Subsidiaries (including CAREX and BOX) any right to continued employment nor impair in any way the right of MX or any of its Subsidiaries (including CAREX and BOX) to terminate the employment of any employees.

Conditions Precedent to the Amalgamation

Mutual Conditions Precedent

The obligations of the parties to complete the Amalgamation and the other transactions contemplated by the Combination Agreement are subject to the fulfillment, on or before the Effective Date, of each of the following conditions precedent, each of which may be waived only by the mutual consent of the parties: (a) the Amalgamation Resolution shall have been approved at the Meeting by not less than the Required Vote; (b) all Regulatory Approvals shall have been obtained on terms satisfactory to the parties, acting reasonably; (c) there shall be no proceeding, of a judicial or administrative nature or otherwise in progress (or threatened in writing by a Governmental Entity) that relates to or results from the transactions contemplated by the Combination Agreement that would, if successful, result in an order or ruling that would: (i) reasonably be expected to cease trade, enjoin, prohibit or impose material limitations or conditions on the completion of the Amalgamation in accordance with its terms; or (ii) otherwise be inconsistent with the Regulatory Approvals which have been obtained; (d) no applicable Law shall be in effect that prohibits the consummation of the Amalgamation; and (e) the Combination Agreement shall not have been terminated in accordance with its terms.

Additional Conditions Precedent to the Obligations of TSX Group

The obligations of TSX Group to complete the Amalgamation and the other transactions contemplated by the Combination Agreement are also subject to the satisfaction, on or before the Effective Date, of each of the following conditions precedent, each of which is for TSX Group’s exclusive benefit and may be waived by TSX Group and any one or more of which, if not satisfied or waived, will relieve TSX Group of any obligation under the Combination Agreement: (a) all acts, undertakings, obligations, agreements and covenants of MX under the Combination Agreement or under the Amalgamation Agreement to be performed on or before the Effective Date shall have been duly performed in all material respects by MX; (b) all representations and warranties of MX relating to its corporate existence and power, its corporate authorization and its capitalization shall be true and correct in all respects on the Effective Date, and all other representations and warranties of MX set forth therein shall be true and correct in all respects, without regard to any materiality or Material Adverse Effect standard as of the Effective Date, as if made on and as of such date (except to the extent such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct in all respects as of such earlier date), except where the failure or failures of all such representations and warranties to be so true and correct in all respects would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (c) the 1999 Agreement shall have been terminated, in accordance with its terms, effective as at the Effective Date.

TSX Group may not rely on the failure to satisfy any of the above conditions precedent as a basis for non-compliance by TSX Group with its obligations under the Combination Agreement if the condition precedent would have been satisfied but for a default by TSX Group in complying with its obligations thereunder.

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Additional Conditions Precedent to the Obligations of MX

The obligations of MX to complete the Amalgamation and the transactions contemplated by the Combination Agreement are also subject to the satisfaction, on or before the Effective Date, of the following conditions precedent, each of which is for the exclusive benefit of MX and may be waived by MX and any one or more of which, if not satisfied or waived, will relieve MX of any obligation under the Combination Agreement: (a) all acts, undertakings, obligations, agreements and covenants of TSX Group under the Combination Agreement or under the Amalgamation Agreement to be performed on or before the Effective Date shall have been duly performed in all material respects by TSX Group; (b) all representations and warranties of TSX Group relating to its corporate existence and power and its corporate authorization shall be true and correct in all respects on the Effective Date, and all other representations and warranties of TSX Group set forth therein shall be true and correct in all respects, without regard to any materiality or Material Adverse Effect standard, as of the Effective Date as if made on and as of such date (except to the extent such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct in all respects as of such earlier date), except where the failure or failures of all such representations and warranties to be so true and correct in all respects would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (c) the board of directors of TSX Group and TSX Subco, as the case may be, shall have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by TSX Group and TSX Subco, as the case may be, to permit the Amalgamation and the redemption of the Amalco Redeemable Shares to be issued to MX Shareholders upon the Amalgamation in accordance with the Articles of Amalgamation; and (d) TSX Group shall have deposited with the Depository in escrow immediately prior to the time of filing of the Articles of Amalgamation the funds and a treasury order relating to the issuance of a sufficient number of TSX Group Shares required to effect payment in full of the aggregate consideration to be paid pursuant to the Amalgamation and the Depository shall have confirmed to MX receipt of the funds and the TSX Group Shares.

MX may not rely on the failure to satisfy any of the above conditions precedent as a basis for non-compliance by MX with its obligations under the Combination Agreement if the condition precedent would have been satisfied but for a default by MX in complying with its obligations thereunder.

Termination Rights

Termination by Mutual Consent

The Combination Agreement may be terminated and the Amalgamation may be abandoned at any time prior to the Effective Date (notwithstanding any approval of the Amalgamation Resolution or the Amalgamation by the MX Shareholders) by the mutual agreement of MX and TSX Group (without further action on the part of MX Shareholders, if terminated after the holding of the Meeting).

Termination by Either MX or TSX Group

The Combination Agreement may be terminated and the Amalgamation may be abandoned at any time prior to the Effective Date (notwithstanding any approval of the Amalgamation Resolution or the Amalgamation by the MX Shareholders) by either MX or TSX Group, if: (a) the Effective Date shall not have occurred on or before the Target Completion Date, except that such right to terminate the Combination Agreement shall not be available to any party whose failure to fulfill any of its obligations has been the cause of, or resulted in, the failure of the Effective Date to occur by such date; (b) after December 10, 2007, there shall be enacted or made any applicable Law (or any such applicable Law shall have been amended) that makes consummation of the Amalgamation illegal or otherwise prohibited or enjoins MX or TSX Group from consummating the Amalgamation and such applicable Law (if applicable) or enjoinment shall have become final and non-appealable; or (c) the MX Shareholders fail to approve the Amalgamation Resolution at the Meeting.

Termination by TSX Group

The Combination Agreement may be terminated and the Amalgamation may be abandoned at any time prior to the Effective Date (notwithstanding any approval of the Amalgamation Resolution or the Amalgamation by the MX Shareholders) by TSX Group, if: (a) prior to obtaining the approval of the Amalgamation Resolution by the MX Shareholders, the Board of Directors publicly proposes to approve or recommend an Acquisition Proposal, withdraws, amends, modifies or qualifies, in a manner adverse to TSX Group, the approval or recommendation of the Board of Directors in relation to the Amalgamation or fails to publicly reconfirm such approval or recommendation upon the reasonable request in writing from time to time of TSX Group (a “Change in Recommendation”) (it being understood that

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publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period of no more than ten Business Days following the formal announcement thereof, shall not be considered a Change in Recommendation); (b) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of MX set forth in the Combination Agreement shall have occurred that would cause the conditions precedent for the benefit of both parties or TSX Group not to be satisfied, and such conditions are incapable of being satisfied by the Target Completion Date; provided that TSX Group is not then in breach of the Combination Agreement so as to cause any of the conditions precedent for the benefit of both parties or MX not to be satisfied; or (c) the Board of Directors authorizes MX, in accordance with the provisions of the Combination Agreement, to enter into a written agreement concerning a Superior Proposal.

Termination by MX

The Combination Agreement may be terminated and the Amalgamation may be abandoned at any time prior to the Effective Date (notwithstanding any approval of the Amalgamation Resolution or the Amalgamation by the MX Shareholders) by MX, if: (a) the Board of Directors authorizes MX, in accordance with the provisions of the Combination Agreement, to enter into a written agreement concerning a Superior Proposal; provided that concurrently with such termination, MX pays the Termination Fee (b) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of TSX Group set forth in the Combination Agreement shall have occurred that would cause the conditions precedent set forth therein for the benefit of both parties or MX not to be satisfied, and such conditions are incapable of being satisfied by the Target Completion Date; provided that MX is not then in breach of the Combination Agreement so as to cause any of the conditions precedent for the benefit of both parties or TSX Group not to be satisfied; or (c) TSX Group does not provide or cause to be provided to the Depository sufficient funds and a treasury order relating to the issuance of a sufficient number of TSX Group Shares to complete the transactions contemplated by the Combination Agreement.

Termination Fee

MX will pay to TSX Group $45.7 million, less any amounts previously paid by MX to TSX Group for reimbursement of expenses referred to under “The Combination Agreement — Expense Reimbursement”, in the event of:

(a)

the termination of the Combination Agreement by (A) TSX Group as a result of (i) a Change in Recommendation or (ii) the Board of Directors authorizing MX, in accordance with the provisions of the Combination Agreement, to enter into a written agreement concerning a Superior Proposal, in which cases the Termination Fee shall be paid within two Business Days following such occurrence, or (B) MX following a determination by the Board of Directors to authorize MX to enter into a written agreement concerning a Superior Proposal, in which case the Termination Fee shall be paid simultaneously therewith; or

(b)

the termination of the Combination Agreement by (A) TSX Group as a result of a breach of any representation or warranty or a failure to perform any covenant or agreement on the part of MX set forth therein which would cause the conditions precedent for the benefit of both parties or TSX Group not to be satisfied, and such conditions are incapable of being satisfied by the Target Completion Date; provided that TSX Group is not then in breach of the Combination Agreement so as to cause any of the conditions precedent for the benefit of both parties or MX not to be satisfied, or (B) by either MX or TSX Group as a result of (i) the Effective Date not having occurred on or before the Target Completion Date, except where such right of termination is exercised by a party whose failure to fulfill any of its obligations has been the cause of, or resulted in, the failure of the Effective Date to occur by such date; or (ii) the MX Shareholders having failed to approve the Amalgamation Resolution at the Meeting, but only if, in the case of (A) and (B): (i) prior to the Meeting, an Acquisition Proposal shall have been made or publicly announced by any Person other than TSX Group; and (ii) an Acquisition Proposal is consummated within a period of 365 days from the date of exercise of such termination, or a definitive Contract with respect to an Acquisition Proposal is entered by MX within such 365-day period and such Acquisition Proposal is later consummated; in which cases the Termination Fee shall be paid upon closing of the applicable acquisition referred to herein.

Expense Reimbursement

The Combination Agreement also provides that in the event that the Combination Agreement is terminated by MX or TSX Group as a result of the MX Shareholders having failed to approve the Amalgamation Resolution at the Meeting, MX shall pay, or cause to be paid, to TSX Group all reasonable documented expenses, costs and fees of TSX Group and its

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affiliates incurred in connection with the transactions contemplated thereby and related financings, not to exceed $7.5 million, such payment to be made within two Business Days of any such termination or, if later, within two Business Days of TSX Group’s provision of documentation in respect of such expenses.

INFORMATION REGARDING MX

Overview

MX is Canada’s oldest exchange and a leader in the trading of standardized financial derivatives products, offering individual and institutional investors, both in Canada and abroad, a wide range of risk management products for protecting their investments and providing opportunity for growth. MX’s services include fully electronic trading platform and related services, as well as information technology solutions, including products and services related to its state-of-the-art SOLA^® electronic trading platform. Through its wholly-owned subsidiary, CDCC, MX provides central counterparty, clearing and settlement services for MX-listed products and certain over-the-counter (“OTC”) transactions, and guarantees the settlement of all transactions taking place on its markets. MX holds a significant ownership interest in BOX, a U.S. automated equity options exchange and a facility of the BSE, and MX manages BOX’s technical operations and electronic trading platform. On March 13, 2007, together with NYMEX, MX created the CAREX business venture for the trading and clearing of OTC (in the first phase) and on-exchange (in the second phase) futures and options contracts with financial or physical settlement relating to Canadian-based energy (including natural gas, heavy crude oil and power), metals and soft commodities. In July 2006, together with CCX, MX announced the joint creation of MCeX, which aims to become the first regulated market in Canada for emissions related and environment-related derivatives products.

After more than forty years of securities trading activity at the Exchange Court in Montréal, the Montréal Stock Exchange was formed and officially commenced operations in 1874. The Montréal Stock Exchange pioneered several aspects of stock exchange development. It was the first exchange in Canada to formally address the fair treatment of investors, and in the late 1960s, revised its rules, created an ombudsman position and subsequently established a requirement for listed companies to disclose quarterly information. During the same period, the Montréal Stock Exchange became a founding member of the National Contingency Fund, an insurance fund for the protection of investors. In the early 1970s, the market surveillance function was established to oversee market activity and protect the market and investors from trading irregularities. In 1976, the Montréal Stock Exchange was the first Canadian exchange to list equity options and it established the first Canadian futures market in the 1980s.

In 1999, 125 years after its founding, MX initiated discussions which led to the 1999 Agreement, to restructure the Canadian exchange markets along the lines of specialization.

Pursuant to the 1999 Agreement, MX became the only standardized financial derivatives exchange in Canada, and TSX became the senior equities exchange in Canada. In the 1999 Agreement, MX and TSX Group reciprocally agreed not to compete in each other’s respective area of specialization for a period of 10 years. Pursuant to the 1999 restructuring, MX also became the sole shareholder of CDCC in March 2000. CDCC was incorporated under the laws of Canada on September 29, 1974 as “The Canadian Clearing Corporation For Options Limited”. CDCC was also known as “Trans Canada Options Inc.” before changing its name to its present name, Canadian Derivatives Clearing Corporation, in 1996.

Bourse de Montréal Inc., successor to the Montréal Stock Exchange, was incorporated under Part IA of the Companies Act on September 29, 2000 following the demutualization of the Montréal Stock Exchange. MX has operated as a for-profit company since its demutualization.

In 2001, MX completed its automation process with the transfer of all derivatives trading to an electronic platform, and its open-outcry trading floor was closed at the end of December 2001.

MX Documents Incorporated by Reference

The following documents of MX filed with the securities commission or similar authority in each of the provinces and territories of Canada are specifically incorporated by reference into and form an integral part of this Circular:

(1)	the audited consolidated financial statements of MX for the years ended December 31, 2006, 2005 and 2004, together with the accompanying report of the auditor thereon and the notes thereto, as contained on pages F-3 to F-30 of the Prospectus;
(2)	the unaudited consolidated financial statements of MX as at September 30, 2007 and for the three-month and nine-month periods ended September 30, 2007 and 2006, together with the notes thereto;

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(3)	the section entitled “Risk Factors” contained on pages 97 to 109 of the Prospectus; and
(4)	the material change report of MX dated December 14, 2007 disclosing the Amalgamation and the execution of the Combination Agreement and the Amalgamation Agreement.

Any material change reports (except confidential material change reports), business acquisition reports, financial statements and information circulars filed by MX after the date of this Circular and before the Meeting are deemed to be incorporated by reference in this Circular.

Any statement contained herein 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 the Amalgamation and this Circular 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 that 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 that it modifies or supersedes. The making of 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 the Amalgamation and this Circular.

Any person to whom the accompanying notice of special general meeting and this Circular is delivered may request copies of any of the documents incorporated by reference in this document, or other information concerning MX, without charge, by written or telephonic request directed to MX’s Investor Relations and Communications department by telephone, at (514) 871-3551, or by mail, at Tour de la Bourse, 800 Victoria Square, 4th Floor, Montréal, Québec, H4Z 1A9. Documents incorporated by reference are available without charge, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference into those documents.

Recent Developments

Reference is made to the section entitled “Recent Developments” on pages 5-6 of the Prospectus for a description of recent developments relating to MX which occurred between the beginning of MX’s last financial year and the date thereof.

On March 7, 2007, TSX conditionally approved the listing of MX Shares under the symbol “MXX” and such shares began trading on TSX on March 27, 2007.

On March 23, 2007, the Board of Directors approved a normal course issuer bid pursuant to which up to 2,412,143 MX Shares may be purchased between March 23, 2007 and March 22, 2008. During the second and third quarters of 2007, MX repurchased a total of 387,500 MX Shares under the bid for an aggregate consideration of $12.4 million.

On June 13, 2007, MX announced that its Chief Operating Officer, Mr. Philippe Loumeau, was leaving MX on December 31, 2007, and further announced, on August 22, 2007, the appointment of Mr. Stéphane Bilodeau as Chief Operating Officer effective December 1, 2007. Mr. Loumeau is currently an advisor to MX as well as a member of the board of directors of BOX, MCeX and CAREX.

On July 25, 2007, MX announced the appointment of Alain Miquelon as Chief Financial Officer and Head of Strategic Development, replacing the Executive Vice-President and Chief Financial Officer, Louise Laflamme. Ms. Laflamme will remain at MX to support the executive team and the President and Chief Executive Officer, until her planned retirement in June 2008.

MX and CCX announced on July 25, 2007 their plan to launch a MCeX carbon futures contract on MX’s platform by the end of 2007, subject to regulatory approval. The new MCeX futures contract is expected to generate the price signal required by large greenhouse gas emitters to manage the risk associated with the so-called “price of a tonne of carbon”. This arrangement is expected to reduce trading, settlement and counterparty risk for market participants. MX subsequently announced on October 5, 2007 that it had filed an application for regulatory approval of market rules designed to govern the trading of MCeX environmental products on its electronic trading platform, SOLA^®, namely futures contracts on Canadian carbon dioxide equivalent units. The negotiation of the first carbon futures is expected to begin in early 2008.

On July 25, 2007, the Board declared a special dividend of $0.35 per issued and outstanding MX Share, payable on August 16, 2007, to shareholders of record at the close of business on August 3, 2007.

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Penny trading in options on nine Canadian equities and one equity index fund was introduced on July 27, 2007 on the MX equity options market. This innovation, enabled by MX’s proprietary SOLA^® technology, permits trading in increments of a penny rather than a nickel. Earlier in 2007, the MX technology team introduced penny trading on BOX, as part of a U.S. pilot project, with positive results. BOX was named U.S. Options Exchange of the Year by FOW, the global derivatives magazine, in recognition of its role as an innovator in the options industry.

MX announced on December 21, 2007 that it reached an agreement to increase its ownership position in BOX from 31.4% to 53.2%, subject to regulatory approval by the SEC and to other customary closing conditions. Under the terms of the agreement with BSE, a partner in BOX, MX will pay USD $52.5 million in cash for the 21.9% partnership interest in BOX held by the BSE. MX will finance the transaction from cash on hand.

Trading History

The MX Shares are listed on TSX under the symbol “MXX”. The following table sets out the high and low sale prices per MX Share and the volume of MX Shares traded for the periods indicated, as reported on TSX.

Period:	High ($)		Low ($)		Volume (shares)
March 2007*		49.50		41.00		6,851,738
April 2007		46.60		41.53		4,635,912
May 2007		43.59		38.58		3,164,163
June 2007		42.15		38.65		1,662,609
July 2007		39.64		33.91		2,084,866
August 2007		35.49		28.25		4,759,509
September 2007		36.73		31.00		2,478,401
October 2007		35.68		30.40		2,937,179
November 2007		37.60		28.47		2,995,872
December 2007		41.20		36.30		10,125,834
January 2008 (through January 9, 2008)		39.65		38.27		2,258,910

*  MX Shares began trading on March 27, 2007.

On November 28, 2007, the last full trading day prior to the public announcement of the discussions between MX and TSX Group regarding the Amalgamation, the closing price per MX Share as reported on TSX was $29.20.

Following the Effective Date, the MX Shares will be delisted from TSX.

Interest of Informed Persons in Material Transactions

In considering the recommendation of the Board with respect to the Amalgamation, MX Shareholders should be aware that employees of MX, certain members of management of MX and members of the Board, as well as their associates and affiliates, may have certain interests in connection with the Amalgamation, including those referred to below, that may present them with actual or potential conflicts of interest in connection with the Amalgamation. The Board is aware of these interests and has considered them along with the other matters described under “The Amalgamation — Recommendation of the Board of Directors”.

Directors

The directors of MX beneficially own, directly or indirectly, or exercise control or direction over, in the aggregate, 2,338,673 MX Shares, representing approximately 7.6% of the MX Shares outstanding as of the close of business on December 31, 2007. All of the MX Shares held by the directors of MX will be treated in the same manner under the Amalgamation as MX Shares held by any other MX Shareholder.

The directors of MX beneficially own, directly or indirectly, or exercise control or direction over, in the aggregate, 63,100 MX Options, representing approximately 33.2% of the MX Options outstanding as of the close of business on December 31, 2007. All of the MX Options held by the directors of MX will be treated in the same manner under the Amalgamation as MX Options held by every other holder of MX Options. Under the Amalgamation, the directors of MX will receive an aggregate of 49,117 Replacement Options in exchange for their MX Options, assuming none of them exercises any MX Options prior to the Effective Date.

Upon completion of the Amalgamation, and pursuant to the terms of the Combination Agreement, the MX Nominees, all of whom are currently members of the Board of Directors, will be appointed to the Board of TSX Group.

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See “The Combination Agreement — Covenants of the Parties — Covenants of TSX Group Regarding the Amalgamation”.

Three of the directors of MX, Messrs. Luc Bertrand, Jean Turmel and Stephen Wayne Finch have entered into Support and Voting Agreements with TSX Group. See “The Amalgamation — MX Shareholder Approval Required for the Amalgamation”.

Officers

The executive officers of MX (other than Messrs. Luc Bertrand, Carmand Normand and Jean Turmel), in the aggregate, beneficially own, directly or indirectly, or exercise control or direction over 746,029 MX Shares, representing approximately 2.4% of the MX Shares outstanding as of the close of business on December 31, 2007. All of the MX Shares held by the officers of MX will be treated in the same manner under the Amalgamation as MX Shares held by any other MX Shareholder.

The executive officers of MX (other than Messrs. Luc Bertrand, Carmand Normand and Jean Turmel), in the aggregate, beneficially own, directly or indirectly, or exercise control or direction over 77,800 MX Options, representing approximately 41.0% of the MX Options outstanding as of the close of business on December 31, 2007. In addition, up to 35,213 MX Options may be granted to two executive officers of MX before the end of January 2008, pursuant to the terms of existing employment agreements and in accordance with the terms of the MX Stock Option Plan. All of the MX Options held by the executive officers of MX will be treated in the same manner under the Amalgamation as MX Options held by any other holder of MX Options. Under the Amalgamation, an aggregate of 87,969 Replacement Options will be granted to the executive officers of MX on the Effective Date (assuming the 35,213 MX Options that may be granted to two executive officers of MX before the end of January 2008 have been granted), in exchange for their MX Options, assuming none of them exercises any MX Options prior to the Effective Date.

MX is currently a party to executive employment and change of control agreements with seven members of its senior management team, including Mr. Luc Bertrand, President and Chief Executive Officer. These agreements provide that if there is a change of control of MX (which includes the Amalgamation) and such officer’s employment is terminated, or such officer terminates his or her employment, the officer will receive a lump-sum severance payment in lieu of notice, ranging between 12 months’ base salary and 30 months’ total compensation (base salary plus average of the ordinary bonuses received in respect of the previous two years). Each such agreement also provides for group insurance coverage to continue during the relevant period. The maximum aggregate payments payable under the executive employment and change of control agreements is $4.3 million.

MX has also agreed to pay customary retention bonuses to 14 of its current officers and employees. The maximum aggregate payments payable under this retention program amount to $730,000.

In connection with the Amalgamation, Mr. Luc Bertrand has entered into the Employment Agreement, effective upon the consummation of the Amalgamation. The Employment Agreement will replace Mr. Bertrand’s current executive employment and change of control agreement with MX without any payment being made thereunder in connection with the Amalgamation. Pursuant to the Employment Agreement, Mr. Bertrand has agreed to a base salary that is the same as his current base salary under his employment agreement with MX, and a short-term incentive/bonus target of 75% of base salary, which is less than his current target bonus of between 100% and 200% of base salary under his employment agreement with MX. In the event of termination without cause during the term of Mr. Bertrand’s new employment contract with TSX Group, he will be entitled to 24 months’ total compensation (current base salary plus average of the ordinary bonuses received in respect of the previous two years), whereas under his current employment contract with MX, Mr. Bertrand would be entitled to 24 months’ base salary.

The members of the Board of Directors (excluding Mr. Luc Bertrand) have made the determination that the terms provided to Mr. Bertrand under the Employment Agreement do not constitute a “collateral benefit” within the meaning of Rule 61-501 since the value of such benefits, net of any offsetting costs to Mr. Bertrand under the Employment Agreement, is less than 5% of the value of the consideration that Mr. Bertrand is entitled to receive pursuant to the Amalgamation for the MX Shares he beneficially owns or controls. See “The Amalgamation — No Dissenting Shareholders’ Rights and Business Combination”.

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INFORMATION REGARDING TSX GROUP

Overview

TSX Group operates Canada’s two national stock exchanges, TSX serving the senior equity market and TSX Venture Exchange serving the public venture equity market, NGX, a leading North American exchange for the trading and clearing of natural gas and electricity contracts and Shorcan, the country’s first fixed income inter-dealer broker. Through Equicom, which TSX Group acquired in June 2007, TSX Group provides investor relations and related corporate communication services to public issuers. From its pre-eminent domestic base, TSX Group’s reach extends internationally, providing the global financial community with access to Canada’s equity, energy and fixed income markets.

TSX Group derives its revenue from capital markets, which include its equity and fixed income markets, primarily from three integrated activities: issuer services (previously listings), trading and market data.

Issuer Services (previously Listings)

TSX and TSX Venture Exchange list equity securities of Canadian and non-Canadian issuers, units of income funds, income trusts and limited partnerships and debentures. TSX also lists securities of exchange-traded funds (“ETFs”) and other structured equity products. Through Equicom, TSX Group also provides investor relations and related corporate communication services to public issuers. For the nine months ended September 30, 2007 and the years ended December 31, 2006 and 2005, revenue from issuer services represented approximately 31%, 31% and 30% respectively, of TSX Group’s revenue.

Trading

Brokerage firms, acting as principals or agents for retail and institutional investors, place orders or report trades for securities listed on TSX and TSX Venture Exchange using TSX Group’s fully electronic trading systems. Shorcan, acquired in December 2006, provides a facility for matching orders for domestic fixed income securities for anonymous buyers and sellers in the secondary market. For the nine months ended September 30, 2007 and the years ended December 31, 2006 and 2005, trading and related fees regarding TSX Group’s capital markets represented approximately 35%, 36% and 37% respectively, of TSX Group’s revenue.

Market Data

Through TSX Datalinx, TSX Group sells its trading and quotation data (real-time and historical) generated through TSX and TSX Venture Exchange to market participants on a global basis. TSX Group also distributes data from other sources. TSX Group also receives a portion of license fees from organizations that develop products based on certain equity indices. In October 2006, TSX Group acquired PC-Bond comprising the leading Canadian fixed income indices, PC-Bond analytics applications and related data assets. For the nine months ended September 30, 2007 and the years ended December 31, 2006 and 2005, data revenue represented approximately 26%, 25% and 23%, respectively, of TSX Group’s revenue.

Each of these activities as it relates to the equity markets is linked to the others in a manner that supports the growth of them all: new listings tend to generate more trading and market data; increased trading creates greater liquidity and generates data; more liquid markets are likely to attract new listings and participation by brokerage firms and investors.

TSX Group derives its energy markets revenue from NGX’s trading and clearing activities.

NGX

Participants post orders to a central limit order book for natural gas and electricity contracts through NGX’s electronic exchange. In October 2006, TSX Group added to its energy business when it acquired Oxen, the parent company of Watt-Ex, a platform for providing ancillary services to the Alberta Electric System Operator which is used to balance supply and demand on the Alberta electricity grid. NGX’s revenue from trading and clearing activities for the nine months ended September 30, 2007 and the years ended December 31, 2006 and 2005 represented approximately 5%, 5% and 6% respectively, of TSX Group’s revenue.

Corporate Structure

TSX was founded in 1852. It demutualized and continued as The Toronto Stock Exchange Inc. under the Business Corporations Act (Ontario) on April 3, 2000. In April 2002, the TSX group of companies introduced the “TSX Group”

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brand, name and logo. TSX Group renamed The Toronto Stock Exchange Inc. as TSX Inc. on July 10, 2002, and TSX Group renamed Canadian Venture Exchange Inc. (incorporated under the Business Corporations Act (Alberta)), a wholly-owned subsidiary of TSX Inc., as TSX Venture Exchange Inc. on July 26, 2002.

Immediately before TSX Group closed its initial public offering of TSX Group Shares on November 12, 2002, TSX Inc. and its affiliates completed a corporate reorganization under a court approved plan of arrangement. As part of the reorganization, TSX Group, newly incorporated under the Business Corporations Act (Ontario) on August 23, 2002, acquired all of the outstanding shares of TSX Inc. and became the holding company for the TSX group of companies. The shareholders of TSX Inc. were issued shares of TSX Group in exchange for their shares of TSX Inc.

TSX Group carries on its business principally through the companies (boxed) and operations (circled) shown below:

TSX Group’s head and registered offices are at The Exchange Tower, 130 King Street West, Toronto, Ontario, M5X 1J2. TSX Group also carries on business at the head offices of TSX Venture Exchange and NGX, each located in Calgary and through offices in Vancouver and Montréal.

Recent Initiatives, Investments and Developments

Since demutualization, TSX Group has undertaken many initiatives to solidify its role at the centre of the Canadian equity capital markets and to position itself for future growth, and undertook a number of such initiatives and investments in 2007:

•   On March 5, 2007, TSX Group and ISE announced the creation of DEX, a derivatives exchange, scheduled to begin operations in March 2009, highlighting the importance of the Canadian derivatives market to TSX Group. On December 10, 2007, TSX Group provided ISE a notice of competing transaction when it entered into the Combination Agreement;

•   On March 28, 2007, TSX Group announced a technology and clearing alliance with ICE, combining NGX’s clearing solution with a trading platform provided by ICE for North American physical gas and Canadian electricity products. This combined offering is expected to launch in the first quarter of 2008;

•   On June 1, 2007, TSX Group announced the acquisition of Equicom, a leading provider of investor relations and related corporate communication services in Canada. Equicom provides a full suite of investor relations and related corporate communications services to approximately 100 public issuers;

•   On August 15, 2007, TSX Group announced that TSX Inc. signed an agreement with Standard & Poor’s to secure exclusive use of S&P/TSX equity indices in connection with options, futures and options on futures, beginning in 2009;

•   On September 6, 2007, TSX Group announced it entered into an agreement with Enbridge and Circuit Technology granting TSX Group the option to acquire NTP at a time after March 15, 2009. Calgary-based NTP, jointly owned by Enbridge and Circuit Technology, is the leading Canadian electronic trading platform and clearing facility for crude oil. TSX Group paid $9.5 million for the right to acquire all the shares of NTP from its shareholders Enbridge and Circuit Technology at a price between $40 million and $95 million depending on NTP’s 2008 net earnings. The purchase price payable to Circuit Technology will be satisfied by the issuance of TSX Group Shares, subject to TSX regulatory approval. The agreement also provides Enbridge and Circuit Technology with the right to sell NTP under the same terms to TSX Group. Exercise of the option by either TSX Group or the NTP shareholders is subject to certain closing conditions; and

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•   On December 14, 2007, TSX Group launched TSX Quantum, its new trading engine. This was the first step in the phased rollout of TSX Quantum, that will add substantial performance and capacity to customers. TSX Quantum is TSX Group’s new unique proprietary trading technology, designed to offer state-of-the-art trading performance to its customers, providing faster messaging capabilities and linearly scalable throughput.

•   On January 7, 2008, TSX Group announced the resignation of Mr. Richard Nesbitt as Chief Executive Officer effective February 27, 2008. Later on the same day, TSX Group announced the appointment of Mr. Rik Parkhill, Executive Vice President of TSX Group and President of TSX Markets, and Mr. Michael Ptazsnik, Chief Financial Officer of TSX Group, as interim Co-Chief Executives of TSX Group, effective immediately. Mr. Nesbitt has agreed to remain with TSX Group in an advisory capacity, and as a member of TSX Group’s board of directors, until February 27, 2008. The governance committee of TSX Group will identify a permanent successor to Mr. Nesbitt.

Description of Share Capital of TSX Group

TSX Group’s authorized capital consists of an unlimited number of TSX Group Shares and an unlimited number of preference shares, issuable in series. Currently only TSX Group Shares are issued and outstanding. No preference shares have been issued.

TSX Group Shares

Each of the TSX Group Shares is entitled to one vote at all meetings of TSX Group Shareholders, except for meetings where only holders of another class or series of TSX Group Shares are entitled to vote separately as a class or series. Each TSX Group Share is also entitled to receive dividends if, as and when declared by the TSX Group board of directors. If the TSX Group board of directors declares and pays dividends, it must do so in equal amounts per share on all TSX Group Shares (and subject to certain priority rights of the preference shares, if any). TSX Group Shareholders are entitled to participate in any distribution of TSX Group’s net assets if TSX Group liquidates, dissolves or winds-up (but subject to certain priority rights of preference shareholders, if any). The TSX Group Shares do not have any pre-emptive, redemption, purchase or conversion rights except for the compulsory provisions described below related to enforcing the restrictions on ownership of TSX Group’s voting shares.

Preference Shares

The TSX Group board of directors may issue preference shares at any time and in one or more series. If the TSX Group 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 TSX Group liquidates, dissolves or winds-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. TSX Group 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, TSX Group has not issued any preference shares.

Statutory Restrictions on Ownership of TSX Group’s Voting Shares

Section 21.11 of the Securities Act (Ontario), as amended by regulation, and an order of the OSC under section 21.11(4) of the Securities Act (Ontario), states that no person or company (or combination of persons or companies acting jointly or in concert) may beneficially own or exercise control or direction over more than 10% of any class or series of TSX Group’s voting shares without the prior approval of the OSC (the “Statutory share ownership restrictions”). The OSC can change the Statutory share ownership restrictions (including the ownership percentage threshold) in the future.

Share Ownership Restrictions in TSX Group’s Articles

TSX Group’s articles contain restrictions on voting share ownership (the “TSX Group share restrictions”) which are substantively identical to the Statutory share ownership restrictions. The TSX Group Shares are currently TSX Group’s only outstanding voting shares. TSX Group will automatically change or remove these restrictions if the Statutory share ownership restrictions are changed or removed.

TSX Group’s articles contain provisions to enforce the TSX Group share restrictions, including TSX Group’s ability to suspend voting rights, forfeit dividends, prohibit share transfers, require a sale of shares or redeem and suspend other shareholder rights. The TSX Group board of directors may at any time require holders of, or subscribers for, voting shares

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and certain other persons to make declarations and provide related information with respect to ownership, direction, or control of voting shares and certain other matters relevant to this restriction. The TSX Group board of directors may also require holders or subscribers to produce documents, provide responses to written questions, and attend in person to answer questions concerning any declaration. TSX Group is prohibited from accepting any subscription or issuing or registering a transfer of voting shares if it would result in a violation of the TSX Group share restrictions.

Amalco Ownership Restriction

In its undertaking to the AMF, TSX Group agrees that, from the Effective Date, it is subject to the restriction that no person or company and no combination of persons or companies acting jointly or in concert may beneficially own or exercise control or direction over more than 10% of any class or series of TSX Group’s voting shares without the prior approval of the AMF. This replaces the 10% ownership restriction currently applicable to MX. See “MX and TSX Group After the Amalgamation — Governance and Business Continuity”.

Strategic Investor Policy

TSX Group has established a policy that sets out criteria that TSX Group will follow to determine whether TSX Group will support a potential investor’s application for approval to own more than 10% of TSX Group’s voting shares. Under this policy, TSX Group will take into consideration all factors that TSX Group considers relevant including: the potential investor’s ability to promote TSX Group’s growth and development; any synergies TSX Group identifies as likely to result from the investment; any intention to maintain a balance of competing interests of TSX Group’s voting shareholders; involvement of the potential investor in TSX Group’s business; the potential investor’s knowledge or expertise in capital markets or in areas otherwise relevant to TSX Group’s operations; and TSX Group’s interest in ensuring the continued integrity of the Canadian capital market. The OSC and, after the Effective Date, the AMF, will have the ultimate discretion to approve such an application regardless of whether or not TSX Group supports it.

Market for Securities

The TSX Group Shares are listed on TSX under the symbol “X.” The following table sets out the high and low sale prices per TSX Group Share and the volume of TSX Group Shares traded for the periods indicated, as reported on TSX.

Period	High ($)		Low ($)		Volume (shares)
January 2007		52.70		45.18		6,796,917
February 2007		53.49		48.10		7,295,177
March 2007		51.17		47.30		4,029,346
April 2007		50.70		47.20		4,871,415
May 2007		47.83		40.00		18,080,975
June 2007		45.00		41.35		7,127,708
July 2007		45.82		41.15		10,134,877
August 2007		44.88		38.30		7,669,397
September 2007		48.20		44.01		5,821,087
October 2007		50.94		45.11		5,201,160
November 2007		53.93		47.43		8,487,387
December 2007		57.25		50.65		11,714,900
January 2008		53.09		50.05		2,132,843
(through January 9, 2008)

Consolidated Capitalization

As at September 30, 2007, there were 66,963,174 TSX Group Shares outstanding. On January 9, 2008, there were 66,283,370 TSX Group Shares outstanding. The only changes in the number of outstanding TSX Group Shares since September 30, 2007 resulted from the issuance of 9,796 TSX Group Shares in connection with the exercise of TSX Group Options and the purchase of 689,600 TSX Group Shares by TSX Group under its normal course issuer bid, approved by TSX on August 1, 2007.

TSX Group will issue up to 15,346,000 TSX Group Shares under the Share Alternative of the Amalgamation and has entered into a three-year $430 million term facility to satisfy the cash that becomes payable pursuant to the Cash Alternative. TSX Group has also entered into a three-year $50.0 million revolving credit facility in connection with the Amalgamation. See “The Amalgamation — Financing Arrangements and Expenses of the Amalgamation”.

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Shareholdings of Directors and Executive Officers

To TSX Group’s knowledge, as at December 31, 2007 , the directors and executive officers of TSX Group as a group, beneficially owned, directly or indirectly, or exercised control or direction over less than 1% of the outstanding TSX Group Shares and no director or executive officer of TSX Group beneficially owned or controlled voting securities of any of TSX Group’s subsidiaries.

Interests of Experts

TSX Group’s auditor is KPMG LLP, who has issued its Auditors’ Report dated January 29, 2007 to TSX Group Shareholders in respect of TSX Group’s audited consolidated financial statements as at and for the years ended December 31, 2006 and 2005. KPMG LLP is independent with respect to TSX Group within the meaning of the Rules of Professional Conduct/Code of Ethics of the Institute of Chartered Accountants of Ontario.

TSX Group Documents Incorporated by Reference

The following documents of TSX Group filed with the securities commission or similar authority in each of the provinces of Canada and furnished to the SEC pursuant to Rule 12g3-2(b) under the U.S. Exchange Act are specifically incorporated by reference into and form an integral part of this Circular:

1.	TSX Group’s AIF;
2.	the audited consolidated financial statements of TSX Group, together with the accompanying report of the auditors, as at December 31, 2006 and 2005 and for the years ended December 31, 2006 and 2005;
3.	the unaudited interim consolidated financial statements of TSX Group as at September 30, 2007 and for the three-month and nine-month periods ended September 30, 2007 and 2006;
4.	management’s discussion and analysis of financial condition and results of operations of TSX Group for the fiscal year ended December 31, 2006;
5.	management’s discussion and analysis of financial condition and results of operations of TSX Group for the three-month and nine-month periods ended September 30, 2007;
6.	the notice of annual and special meeting of TSX Group Shareholders and management proxy circular of TSX Group dated April 25, 2007;
7.	the material change report of TSX Group dated December 13, 2007 relating to the Amalgamation; and
8.	the material change report of TSX Group dated January 8, 2008 relating to the resignation of the current Chief Executive Officer and the appointment of two interim Co-Chief Executive Officers of TSX Group.

Any material change reports (except confidential material change reports), business acquisition reports, financial statements and information circulars filed by TSX Group after the date of this Circular and before the Meeting are deemed to be incorporated by reference in this Circular.

Any statement contained herein 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 the Amalgamation and this Circular 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 that 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 that it modifies or supersedes. The making of 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 the Amalgamation and this Circular.

Any person to whom this notice of special general meeting and management proxy circular is delivered may request copies of any of the documents incorporated by reference in this document, or other information concerning TSX Group, without charge, by written or telephonic request directed to TSX Group’s Director of Investor and Public Relations by telephone, at (416) 947-4317, or by mail, at The Exchange Tower, 130 King Street West, Toronto, Ontario, M5X 1J2. Documents incorporated by reference are available without charge, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference into those documents.

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MX AND TSX GROUP AFTER THE AMALGAMATION

General

After the Effective Date, Amalco will become a direct subsidiary of TSX Group and TSX Group will convene an annual and special meeting of TSX Group Shareholders where it will propose changing the name of TSX Group to “TMX Group Inc.”

Directors

At the Effective Date, TSX Group will increase the size of the TSX Group board of directors from 14 to 18 directors. TSX Group’s board of directors is set at 14 directors, although there are currently only 13 elected directors as one of TSX Group’s directors resigned in 2007 and was not replaced. At the Effective Date, TSX Group will cause Messrs. Luc Bertrand, Jean Turmel, Laurent Verreault, Carmand Normand, and Ms. Denyse Chicoyne to join the TSX Group board of directors. After the Effective Date, Mr. Wayne Fox, Chair of the TSX Group board of directors, will continue as Chair. The names of 17 of the 18 directors expected to be members of the TSX Group board of directors on the Effective Date, together with a brief description of their respective backgrounds, is set forth below. On January 7, 2008, TSX Group announced the resignation of Mr. Richard Nesbitt as Chief Executive Officer effective February 27, 2008. Later on the same day, TSX Group announced the appointment of Mr. Rik Parkhill, Executive Vice President of TSX Group and President of TSX Markets, and Mr. Michael Ptasznik, Chief Financial Officer of TSX Group, as interim Co-Chief Executives of TSX Group, effective immediately. The governance committee of TSX Group will identify a permanent successor to Mr. Nesbitt. Mr. Nesbitt’s successor will be appointed to the TSX Group board of directors as soon as possible after his or her selection, whether before or after the Effective Date. See “Information Regarding TSX Group — Recent Initiatives, Investments and Developments”.

Mr. Wayne Fox. Mr. Fox is the Chair of TSX Group and a Corporate Director. Mr. Fox has been a director of TSX Group or its predecessors since April 1997 and is a member of the governance and the human resources committees of TSX Group’s board of directors. Until September 2005, he was Vice-Chair and Chief Risk Officer, Treasury, Balance Sheet and Risk Management, Canadian Imperial Bank of Commerce (chartered bank). In the previous five years, Mr. Fox held several increasingly senior positions in CIBC and in several CIBC affiliates. In addition, he was a member of the Steering Committee on Regulatory Capital, Institute of International Finance Inc. and on the Board of Governors of McMaster University and Junior Achievement of Central Ontario. In 2006, Mr. Fox became an accredited director through the Directors College program at McMaster University. Mr. Fox also serves on the board of CanadaHelps.org Inc. and is Governor Emeritus of Appleby College.

Mr. Luc Bertrand. Mr. Bertrand is President and Chief Executive Officer of MX. Mr. Bertrand has served as MX’s President and Chief Executive Officer since March 2000. He has served on the Board of Directors of MX since 1992. Mr. Bertrand served as Vice-Chairman of the Board of Directors of MX from 1996 to 1997 and as Chairman of MX from 1998 to 2000. Mr. Bertrand is also Chairman of the board of directors of MCeX. In addition, he serves on the boards of directors of CDCC, BOX, and Market Regulation Services Inc. From 1996 to 2002, he served as Governor of the Canadian Investor Protection Fund. He also served as Governor of the Canadian Securities Institute. A participant in the securities industry for over 25 years, Mr. Bertrand has held various management positions in the securities industry throughout his career.

Mr. Tullio Cedraschi. Mr. Cedraschi is President and Chief Executive Officer of CN Investment Division (investment operations) until his retirement on January 31, 2008, a position he has held for more than five years. Mr. Cedraschi has been a director of TSX Group or its predecessors since September 2001 and is a member of the governance and the human resources (chair) committees of TSX Group’s board of directors. Mr. Cedraschi serves on the company boards of Freehold Resources Limited and Helix Investments (Canada) Inc. He is also a Governor Emeritus of McGill University and a Governor of the National Theatre School.

Mr. Raymond T. Chan. Mr. Chan has been Chief Executive Officer and a Director of Baytex Energy Trust (energy income trust) since September 2003 following the reorganization of Baytex Energy Ltd. Prior thereto, Mr. Chan was Senior Vice-President and Chief Financial Officer and a Director of Baytex Energy Ltd. since October 1998. Mr. Chan has been a director of TSX Group since July 2006 and is a member of the finance and audit committee of TSX Group’s board of directors. Mr. Chan is a chartered accountant and has held senior executive positions in the Canadian oil and gas industry since 1982. Mr. Chan also serves on the boards of Defiant Resources Corporation and the Alberta Children’s Hospital Foundation.

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Ms. Denyse Chicoyne. Ms. Chicoyne has served as a director of MX since April 2004 and is Chairperson of the MX Joint Audit Committee and a member of MX’s human resources committee. She is currently a member of the board of directors and of the audit committee of Richelieu Hardware and was until August 2007 a member of the board of directors and of the audit committee of Groupe Laperrière & Verreault Inc., two publicly traded companies. She is also a member of the board of directors, of the audit committee and of the human resources committee of Canada Post Corporation, is a member of the investment advisory committee and chairs the Pension Committee of Canada Post Corporation, a large Canadian pension fund. Ms. Chicoyne is a member of the board of directors of Holt, Renfrew & Co., a privately-held chain of luxury department stores. Ms. Chicoyne has worked in the securities industry as the top ranked analyst covering retail stocks for brokerage firms such as BMO Nesbitt Burns, Nesbitt Thomson, McNeil Mantha and was also senior analyst and portfolio manager for Caisse de dépôt et placement du Québec. Ms. Chicoyne holds an MBA in Finance and International Business from McGill University (1981) and has been a designated Chartered Financial Analyst (CFA) since 1986. Ms. Chicoyne is a member of the Montreal Society of Financial Analysts as well as of the CFA Institute.

Mr. Raymond Garneau. Mr. Garneau is a Corporate Director. Mr. Garneau has been a director of TSX Group since November 2003 and is a member of the governance and the human resources committees of TSX Group’s board of directors. Until May 2005, he was Chairman of the Board of Industrial Alliance Insurance and Financial Services Inc. (life insurance and financial services company), a position he held since 2000, and its wholly-owned subsidiaries: The National Life Assurance Company of Canada, Industrial Alliance Pacific Insurance and Financial Services, Industrial Alliance Auto and Home Insurance and Industrial Alliance Trust Company. From 1996 to 2000, he was Chairman of the Board and CEO of Industrial Alliance Insurance and Financial Services Inc. Mr. Garneau is a director of La Foundation Jean-Louis-Lévesque and the C.D. Howe Foundation and is President of the Montreal Cancer Institute.

Mr. John A. Hagg. Mr. Hagg is a Corporate Director and an independent businessman. Mr. Hagg has been a director of TSX Group or its predecessors since May 2001 and is a member of the human resources and public venture market committees of TSX Group’s board of directors. He serves on the board of Tristone Energy Services Inc., Global Railway Industries Ltd., The Fraser Institute and Alberta Mentor Foundation for Youth. Mr. Hagg is also Chairman of the Board of Strad Energy Services Ltd. and a member of the Advisory Board of Northern Plains Capital LLP. Prior to December, 2001 he was Chairman of Northstar Energy Corporation.

Mr. Harry A. Jaako. Mr. Jaako is President and a Director and Principal of Discovery Capital Management Corp. (DCMC) and is also President and a Director of British Columbia Discovery Fund (VCC) Inc., a British Columbia venture capital fund managed by DCMC. He has held these director and officer positions for more than five years, during which time and prior thereto he was also the Chairman, Co-Chief Executive Officer and a Principal of Discovery Capital Corporation (a publicly-traded venture capital company), the former parent company of DCMC. Mr. Jaako has been a director of TSX Group or its predecessors since August 2001 and is a member of the finance and audit and the public venture market (chair) committees of TSX Group’s board of directors. Incidental to the venture capital business of DCMC and its former parent company, Mr. Jaako also serves as Chairman and Director of Paradigm Environmental Technologies Inc., and as a Director of Texada Software Inc., Tri-Link Technologies Inc., and Vigil Health Solutions Inc. Mr. Jaako is also the Honorary Consul for Estonia in Alberta and British Columbia.

Mr. J. Spencer Lanthier. Mr. Lanthier is a Corporate Director who also serves on the boards of Torstar Corporation, Emergis Inc., Ellis-Don Inc., Gerdau Ameristeel Corporation, Rona Inc. and Zarlink Semiconductor Inc. Mr. Lanthier has been a director of TSX Group or its predecessors since February 2000 and is a member of the finance and audit (chair) and the governance committees of TSX Group’s board of directors. Mr. Lanthier is also Chairman of the Board of Wellspring and a member of the Advisory Committee of Birch Hill Equity Partners III, LP. When he retired in 1999, Mr. Lanthier was a partner of KPMG Canada and from 1993 until 1999 he was Chairman and Chief Executive of KPMG Canada.

Mr. Jean Martel. Mr. Martel is a partner of Lavery, de Billy L.L.P., a Québec based law firm where he has been practising securities, financial and regulatory law in Montreal since 1999. Mr. Martel has been a director of TSX Group or its predecessors since October 1999 and is a member of the finance and audit and the public venture market committees of TSX Group’s board of directors. From 1995 to 1999, he was Chairman and President and CEO of the Commission des valeurs mobilières du Québec, the Québec securities regulator, and from 1988 to 1994, he acted as Assistant Deputy Minister of Finance of Québec, with overall responsibilities for financial institutions and financial sector policy in that province. He serves on the Board of Directors of the Business Development Bank of Canada, Market Regulation Services Inc., the Office Franco-Québécois pour la Jeunesse and many of their committees. He also chairs the Independent Review Committee of the Investment Funds of the Québec Bar.

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Mr. Owen McCreery. Mr. McCreery, is a Consultant (consulting services) and a Corporate Director. Mr. McCreery has been a director of TSX Group since July 2002 and is currently a member of the finance and audit committee of TSX Group’s board of directors. Mr. McCreery has been employed in various organizations as an accountant, a financial analyst, a portfolio manager and a partner/director. Mr. McCreery joined Beutel Goodman & Co. Ltd. in 1973 where he held various positions, including Financial Analyst/Portfolio Manager. He subsequently became President of Beutel Goodman & Co. Ltd. in 1994, a position he held until his retirement in 1999.

Mr. John P. Mulvihill. Mr. Mulvihill is Chairman, Mulvihill Capital Management Inc. (investment counsel), a position he has held for more than five years. Mr. Mulvihill has been a director of TSX Group since June 1996 and is currently a member of the governance committee (chair) of TSX Group’s board of directors. Mr. Mulvihill serves on the board of University Health Network as Vice Chairman and is Director of 15 exchange-traded funds listed on Toronto Stock Exchange (Core Canadian Dividend, Government Strip Bond Trust, Pro-AMS U.S., Pro-AMS 100 Plus (Cdn), Pro-AMS 100 Plus (US), Pro-AMS RSP Split Share, Premium Canadian, Premium 60 Plus, Premium Global Plus, Premium Canadian Bank, Premium Split Share, Premium Global Telecom, World Financial Split Corp., Top 10 Canadian Financial Trust and Top 10 Split Trust).

Mr. Carmand Normand. Mr. Normand is Vice-Chairman of the Board of Directors of MX. Mr. Normand has served as a director of MX since 1996 and Vice-Chairman of the Board of Directors since 2004. Mr. Normand also serves on the MX Joint Audit Committee. He has been Executive Chairman of the board of directors of Addenda Capital Inc., a publicly traded investment management firm specialized in the active management of fixed-income portfolios, since October 2006. Prior to that, he held the positions of Chairman of the board of directors, Chief Executive Officer and Chief Investment Officer of Addenda Capital Inc. from 1996 to 2006. Mr. Normand is also a member of the human resources and governance committee and director of the Laurentian Bank of Canada since July 2004.

Ms. Kathleen M. O’Neill. Ms. O’Neill, is a Corporate Director. Ms. O’Neill has been a director of TSX Group since April 2005 and is currently a member of the finance and audit and the governance committees of TSX Group’s board of directors. Prior to January 2005, she was an Executive Vice President, BMO Bank of Montreal. Prior to joining BMO Bank of Montreal in 1994, Ms. O’Neill was with PricewaterhouseCoopers for 19 years including eight years as a tax partner. Ms. O’Neill is a fellow of the Institute of Chartered Accountants of Ontario. In 2005, Ms. O’Neill became an accredited director through the ICD/Rotman School of Management Directors Education Program. She is a member of the Board of Directors of MDS Inc, Finning International Inc. and Canadian Tire Bank. She is Chair of the board of St. Joseph’s Health Centre Foundation, past Chair of the Board of St. Joseph’s Health Centre in Toronto and is active on several other non-profit boards.

Ms. Gerri B. Sinclair. Ms. Sinclair is the Executive Director, Centre for Digital Media at Great Northern Way Campus (academic institution), a position she has held since November 2006. Ms. Sinclair has been a director of TSX Group since April 2005 and is currently a member of the human resources and public venture market committees of TSX Group’s board of directors. Ms. Sinclair is also a Strategic Consultant (consulting services) to government and industry, specializing in the areas of telecommunication and emerging technologies. From 2002 to 2004 she was the General Manager of MSN.ca. From 2001 to 2002, Ms. Sinclair was President of B.C. Premier’s Technology Council. Ms. Sinclair also serves on the Board of Ballard Power Systems Inc.

Mr. Jean Turmel. Mr. Turmel is Chairman of the Board of Directors of MX. Mr. Turmel has served as Chairman of the Board of Directors of MX since April 2004. Mr. Turmel also serves on MX’s governance and nominating committee. Mr. Turmel has been President of Perseus Capital Inc., a company involved in money management since January 2005. Mr. Turmel has served as President, Financial Markets, Treasury and Investment, at the National Bank of Canada from September 1998 to December 2004. He presided the task force created by the Quebec Government in 1999 to examine the scope and implications of restructuring Canadian exchanges — a project initiated by MX. Mr. Turmel has worked in the capital markets since 1967, having held positions at Merrill Lynch Royal Securities, Dominion Securities and McMillan Bloedel, prior to joining the National Bank of Canada in 1981. Mr. Turmel is also Chairman of the board and director of several companies, as well as charitable and cultural organizations.

Mr. Laurent Verreault. Mr. Verreault has served as a director of MX since April 1999. Mr. Verreault also serves on the MX Joint Audit Committee and on MX’s governance and nominating committee, and is the Chairman of MX’s human resources committee. He has served as Chairman of the board of directors and Chief Executive Officer of Groupe Laperrière & Verreault Inc., a leading company specializing in the design and worldwide marketing of various technological solutions, mainly for water treatment, pulp and paper production and ore processing applications until 2005. He has served as Chairman of the board of directors and President of Groupe Laperrière & Verreault Inc. since 1975.

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In August 2007 Groupe Laperrière & Verreault Inc. transferred its water treatment group, its pulp and paper group and its manufacturing unit to GLV Inc. which is listed on the TSX. Mr. Verreault has been Chairman of the board of directors and Chief Executive Officer of GLV Inc. since August 2007.

Governance and Business Continuity

TSX Group has agreed pursuant to the Combination Agreement to provide a written undertaking to the AMF in support of the Amalco Recognition Order containing the following provisions regarding the governance of TSX Group:

1.	TSX Group shall nominate every year, without limit as to time, for election to the board of directors of TSX Group, at every annual meeting of TSX Group held following the Effective Date, such number of directors who are resident of Québec as represents 25% of the total number of directors nominated for election in any such year, provided that all MX Nominees and Other Nominees shall be deemed to be residents of Québec for the purposes of such undertaking regardless of whether or not they are residents of Québec;
2.	TSX Group shall cause the five MX Nominees to be nominated for election to the board of directors of TSX Group at each of the first three annual meetings of TSX Group called following the Effective Date; provided that if any of the MX Nominees should resign, be ineligible or otherwise unable to serve as directors of TSX Group, the remaining MX Nominees shall be entitled to nominate the requisite number of replacement candidates for election (the “Other Nominees”). TSX Group shall only be obligated to nominate for election to the board of directors of TSX Group those Other Nominees who are able and eligible to serve as a director of TSX Group in accordance with the requirements applicable to TSX Group directors; and
3.	TSX Group shall cause at least one MX Nominee or Other Nominee to sit on each committee of the board of directors of TSX Group for a period of three years after the Effective Date.

For the purposes of the foregoing undertaking, an MX Nominee or an Other Nominee shall be eligible to serve as a director of TSX Group if he or she is (i) independent from and unrelated to TSX Group and its Subsidiaries (other than Mr. Luc Bertrand); (ii) has no conflict of interest with TSX Group or its Subsidiaries; (iii) is a resident of Canada; and (iv) meets all requirements of applicable Law, including under the TSX Group Recognition Order.

In addition, TSX Group’s written undertaking to the AMF in support of the Amalco Recognition Order will contain the following provisions regarding the business continuity of Amalco:

1.	TSX Group shall not do anything to cause Amalco to cease to be the Canadian national exchange for all derivatives trading and related products, including being the sole operator for trading of carbon and other emission credits in Canada, without obtaining the prior authorization of the AMF and complying with any terms and conditions that the AMF may set in the public interest in connection with the change in operations of MX;
2.	TSX Group shall cause the existing derivatives trading and related products operations of MX to remain in Montréal;
3.	TSX Group agrees that it is subject to the restriction that no person or company, and no combination of persons or companies acting jointly or in concert, shall beneficially own or exercise control or direction over more than 10 per cent of any class or series of voting shares of TSX Group, without the prior approval of the AMF;
4.	TSX Group shall inform the AMF immediately in writing if it becomes aware that any person or company, or any combination of persons or companies acting jointly or in concert, beneficially own or exercise control or direction over more than 10 per cent of any class or series of voting shares of TSX Group and shall take the necessary steps to immediately remedy the situation, in compliance with Schedule B of TSX Group’s articles of incorporation;
5.	TSX Group shall not complete or authorize a transaction that would result in any person or company, or any combination of persons or companies acting jointly or in concert, beneficially owning or exercising control or direction over more than 10 per cent of any class or series of voting shares of Amalco, without obtaining the prior authorization of the AMF; and
6.	TSX Group acknowledges that the OSC will promptly advise the AMF in writing if the OSC becomes aware of an impending change of control of TSX Group or of an intention by TSX Group to cease operations or dispose of all or substantially all of its assets.

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Share Capital Matters

TSX Group will issue up to 15,346,000 TSX Group Shares under the Amalgamation (representing approximately 23% of the TSX Group Shares outstanding as at December 31, 2007). TSX Group will also issue up to 175,305 Replacement Options to replace up to 225,213 MX Options expected to be outstanding immediately prior to the Effective Date. Immediately after completion of the Amalgamation and assuming full pro-ration, MX Shareholders and TSX Group Shareholders will own approximately 19% and 81%, respectively, of TSX Group on a fully-diluted basis.

Principal Holders of Securities

To the knowledge of TSX Group, there is no person or company who, after the Effective Date, will beneficially own, directly or indirectly, or will exercise control over TSX Group Shares carrying 10% or more of the voting rights attributable to TSX Group Shares.

Auditors

KPMG LLP, the current auditors of both TSX Group and MX, will be the auditors of Amalco following the Effective Date.

Transfer Agent and Registrar

The registrar and transfer agent after the Effective Date for TSX Group Shares will continue to be CIBC Mellon Trust Company at its principal offices in Montréal and Toronto.

SELECTED HISTORICAL AND PRO FORMA FINANCIAL INFORMATION

Selected Historical Financial Information Regarding MX

The summary consolidated financial data below as at and for the years ended December 31, 2006 and 2005 has been derived from the audited consolidated financial statements of MX, unless otherwise indicated. The summary consolidated financial data below as at and for the nine month periods ended September 30, 2007 and 2006 has been derived from the unaudited interim consolidated financial statements of MX, unless otherwise indicated. The data should be read in conjunction with the consolidated financial statements of MX and the accompanying notes to the financial statements incorporated by reference in this Circular. The consolidated financial statements of MX have been prepared in accordance with Canadian GAAP.

MX’s historical results are not necessarily indicative of MX’s future financial condition or results of operations.

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	Years ended					Nine months ended
	December 31,					September 30,
	2006		2005			2007		2006
						000’s
						(unless otherwise indicated)
	000’s
	(unless otherwise indicated)
Statement of Earnings Data
Revenues
Transactions	$	36,422	$	26,403		$	30,119	$	27,212
Clearing and option exercise		12,989		9,609			10,798		9,669
Information systems services		15,275		15,581			11,280		12,032
Market data		10,562		8,095			8,201		7,860
Participants		3,261		2,456			2,666		2,409
Other		751		1,020			424		533
Total revenue		79,260		63,164			63,488		59,715
Total expenses		51,615		48,043			41,927		39,636
Earnings before investment		27,645		15,121			21,561		20,079
income, other items and income taxes
Investment income		2,613		1,785			2,991		1,854
Equity in results of companies subject to significant influence, net of loss due to realization of cumulative translation adjustment		1,151		2,278			2,148		1,028
Gain on dilution		N/A		1,042			N/A		N/A
Loss and termination fees on disposal of investments in company subject to significant influence and in joint venture		N/A		(699	)		N/A		N/A
Earnings before income taxes		31,409		19,527			26,700		22,961
Income taxes		6,578		4,392			7,285		5,636
Net earnings		24,831		15,135			19,415		17,325
Dividend		23,183		—			34,037		23,183
Balance Sheet Data
Cash and cash equivalents	$	22,919	$	24,382		$	83,937	$	16,070
Total assets		122,694		119,032			218,280		128,726
Shareholders’ equity		65,717		60,972			144,050		70,973
Other Data
Average Daily Volume (contracts)		161,517		114,284			175,330		160,339
Open Interest (contracts)		2,563,633		2,006,845			2,466,256		2,481,508

Selected Historical Financial Information Regarding TSX Group

The summary consolidated financial data below as at and for the years ended December 31, 2006 and 2005 has been derived from the audited consolidated financial statements of TSX Group, unless otherwise indicated. The summary consolidated financial data below as at and for the nine month periods ended September 30, 2007 and 2006 has been derived from the unaudited interim consolidated financial statements of TSX Group, unless otherwise indicated. The data should be read in conjunction with the consolidated financial statements of TSX Group and the accompanying notes to the financial statements and related management’s discussion and analysis incorporated by reference in this Circular. The information below derived from TSX Group’s consolidated financial statements reflects the historical results of TSX Group and its consolidated subsidiaries and does not give effect to the Amalgamation. The consolidated financial statements of TSX Group have been prepared in accordance with Canadian GAAP.

TSX Group’s historical results are not necessarily indicative of TSX Group’s future financial condition or results of operations.

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	Years ended						Nine months ended
	December 31,						September 30,
	2006			2005			2007		2006
							000’s
							(unless otherwise indicated)
	000’s
	(unless otherwise indicated)
Statement of Income Data
Revenue
Issuer services	$	108,483		$	87,724		$	97,238	$	80,222
Trading and related		146,253			125,532			126,509		110,849
Market data		86,941			67,430			81,916		63,015
Business services and other		11,170			9,278			7,870		7,736
Total revenue		352,847			289,964			313,533		261,822
Total operating expenses		148,296			139,192			134,422		109,010
Income from operations		204,551			150,772			179,111		152,812
Income (loss) from investment in affiliate		(82	)		(693	)		192		(119	)
Investment income		14,425			6,876			9,895		9,499
Income before income taxes		218,894			156,955			189,198		162,192
Income taxes		87,370			53,602			70,940		65,784
Net income		131,524			103,353			118,258		96,408
Cash dividend		90,213			61,241			78,113		67,638
Balance Sheet Data
Cash and marketable securities	$	322,073		$	276,232		$	313,088	$	360,866
Total assets		1,572,838			1,557,225			1,279,889		1,125,326
Shareholders’ equity		226,955			177,795			200,016		213,613
Other Data*
Value of securities traded ($billions)		1,449			1,091			1,291		1,074
Number of transactions (millions)		92.1			58.6			90.8		66.5
Number of listed issuers (at period end)		3,842			3,758			3,908		3,820
Market capitalization of listed issuers ($billions) (at period end)		2,117			1,865			2,215		1,952
Listed issuer financings ($billions)		49.8			52.3			44.6		34.6

*  Not derived from TSX Group’s consolidated financial statements

Selected Unaudited Pro Forma Financial Information

The following selected unaudited pro forma financial information of TSX Group and MX (the “Pro Forma Statements”) have been derived from and should be read together with the unaudited pro forma condensed combined financial information and related notes in Appendix D of this Circular. The Pro Forma Statements are derived from the historical financial statements of TSX Group and MX and have been prepared in accordance with Canadian GAAP. These Pro Forma Statements follow the same accounting policies and their methods of application as TSX Group’s consolidated financial statements.

The unaudited pro forma condensed combined balance sheet as at September 30, 2007 is presented as if the Amalgamation occurred on September 30, 2007. The unaudited pro forma condensed combined statements of income for the year ended December 31, 2006 and the nine months ended September 30, 2007 are presented as if the combination occurred on the first day of 2006.

The Pro Forma Statements are not necessarily indicative of the results or financial position that would have been achieved if the Amalgamation had actually occurred on the dates indicated or of the results or financial position of TSX Group that may be achieved in the future. No adjustments have been made to these Pro Forma Statements to reflect operating cost savings or revenue synergies that may be obtained as a result of the Amalgamation described herein.

The Pro Forma Statements are based on certain assumptions and adjustments. These Pro Forma Statements should be read in conjunction with the description of the Amalgamation in this Circular and the annual audited consolidated financial statements and unaudited interim consolidated financial statements of TSX Group and MX, including the

52

accompanying notes, for the year ended December 31, 2006 and the nine months ended September 30, 2007, each of which are incorporated in this Circular by reference.

	Nine months ended			Year ended
	September 30,			December 31,
	2007			2006
	000’s			000’s
Statement of Income Data
Revenue
Issuer services	$	97,158		$	108,483
Clearing		10,798			12,989
Trading and related		159,294			185,936
Market data		90,047			97,437
Business services and other		19,574			27,196
Total revenue		376,871			432,041
Total operating expenses		179,512			208,544
Income from operations		197,359			223,497
Income (loss) from investments in affiliates		2,340			1,069
Investment income		12,886			17,038
Interest expense		(18,226	)		(24,300	)
Income before income taxes		194,359			217,304
Income taxes		72,194			84,708
Net income		122,165			132,596

	As at
	September 30,
	2007
	000’s
Balance Sheet Data
Cash, investments and marketable securities	$	431,524
Total assets		2,818,254
Long-term debt		428,050
Shareholders’ equity		1,007,503

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RISK FACTORS

You should carefully consider the following risk factors, as well as the other information contained in this Circular, in evaluating whether to approve the Amalgamation. In particular, we direct your attention to the risk factors and cautionary statements incorporated by reference into this Circular from public filings made by TSX Group and MX. See “Cautionary Statement with Respect to Forward Looking Statements”.

Risks Relating to the Amalgamation

TSX Group may not realize the operating and other synergies, cost savings and other benefits currently anticipated due to challenges associated with integrating the operations, systems and personnel of TSX Group and MX.

The success of the transaction will depend in large part on the success of the management of TSX Group in integrating the operations, systems and personnel of MX following the Amalgamation. The failure to successfully integrate the operations of TSX Group and MX, or otherwise to realize any of the anticipated benefits of the Amalgamation, could impair the operating results, profitability and financial results of TSX Group. In particular, a failure to realize increased earnings, cost savings and enhanced growth opportunities described elsewhere in this Circular could materially adversely affect TSX Group’s operating results.

Realization of the anticipated benefits of the Amalgamation will depend in part on whether MX and TSX Group’s operations, systems and personnel can be integrated in an efficient and effective manner. Moreover, the overall integration of the companies may result in unanticipated operations problems, expenses and liabilities and diversion of management’s attention.

The value of TSX Group Shares may be adversely affected by any inability of TSX Group to achieve the benefits expected to result from the completion of the Amalgamation.

Achieving the benefits of the Amalgamation will depend in part upon meeting the challenges inherent in the successful amalgamation of business enterprises of the size and scope of TSX Group and MX and the possible resulting diversion of management attention for an extended period of time. There can be no assurance that TSX Group will meet these challenges and that such diversion will not negatively impact the operations of TSX Group following the Effective Date.

Completion of the Amalgamation is subject to the receipt of Regulatory Approvals that could delay, jeopardize or reduce the anticipated benefits of the Amalgamation.

Each of MX and TSX Group’s obligations to complete the transactions contemplated in the Combination Agreement are subject to the satisfaction or waiver of a number of conditions, including obtaining the Regulatory Approvals from, notably, the AMF, the Competition Bureau, the OSC and the SEC. A substantial delay in obtaining the Regulatory Approvals, the failure to do so or the imposition of unacceptable terms or conditions by a Governmental Entity may delay or jeopardize completion of the Amalgamation or may reduce the anticipated benefits of the Amalgamation. See “The Combination Agreement — Regulatory Approvals”.

Because of the effect of pro-ration, MX Shareholders may not receive exactly the amount and type of consideration that they elected to receive under the Amalgamation.

MX Shareholders are offered the right to elect the Cash Alternative or the Share Alternative, subject to pro-ration. See “The Amalgamation — Amalgamation Mechanics—Pro-ration”. As a result, the consideration that any particular MX Shareholder will receive will not be known at the time that the election is made because the consideration will depend on the total number of MX Shareholders who elect the Cash Alternative and the total number of MX Shareholders who elect the Share Alternative. If the Cash Alternative is oversubscribed, then MX Shareholders who have elected the Cash Alternative will receive some TSX Group Shares in lieu of the full amount of cash sought for their MX Shares. Likewise, if the Share Alternative is oversubscribed, MX Shareholders who have elected the Share Alternative will receive some cash in lieu of the full number of TSX Group Shares sought for their MX Shares. Accordingly, if either the Cash Alternative or the Share Alternative is oversubscribed, MX Shareholders may not receive exactly the amount and type of consideration that they elected to receive under the Amalgamation, which could result in, among other things, tax consequences that differ from those that would have resulted if they had received the form of consideration that they had elected.

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Because the market price of TSX Group Shares will fluctuate, MX Shareholders who elect the Share Alternative cannot be sure of the market value of the consideration received under the Amalgamation at the Effective Date.

MX Shareholders who receive TSX Group Shares under the Amalgamation will receive a fixed number of TSX Group Shares rather than a number of TSX Group Shares with a particular fixed market value. The market value of TSX Group Shares at the Effective Date may vary significantly from the market price of those shares on the date of the Combination Agreement, the date of this Circular or the date of the MX Meeting. Because the Exchange Ratio will not be adjusted to reflect any changes in the market price of TSX Group Shares, the value of the consideration paid to the MX Shareholders under the Amalgamation may be higher or lower than the market value of their MX Shares on earlier dates.

MX and TSX Group will incur transaction and integration costs in connection with the Amalgamation.

MX and TSX Group expect to incur significant costs associated with transaction fees, professional services and other costs related to the Amalgamation. Specifically, MX and TSX Group expect to incur approximately $48 million, in the aggregate, for transaction costs related to the Amalgamation. TSX Group will also incur integration costs as it integrates the business of MX after the Effective Date. Although MX and TSX Group expect that the realization of the efficiencies related to the integration of the businesses will offset incremental transaction and other costs over time, this net benefit may not be achieved in the near term, or at all.

Increase in the Number of TSX Group Shares may increase volatility of TSX Group’s share price.

Although the issuance of TSX Group Shares under the Amalgamation should increase liquidity in the market for such TSX Group Shares and offer benefits of a larger market capitalization, there may be greater volatility of market prices in the near term pending the creation of a permanent shareholder base.

Risks Relating to TSX Group

The risks and uncertainties described below are not the only ones facing TSX Group. Additional risks and uncertainties not presently known to TSX Group or that TSX Group currently believes are immaterial may also adversely affect TSX Group’s business. If any of the following risks actually occur, TSX Group’s business, financial condition, or operating results could be materially adversely affected.

TSX Group faces competition from other exchanges, ATSs, OTC markets and other sources and new technologies.

TSX Group faces competition from other exchanges as well as from ATSs, ECNs and the OTC markets. This competition may intensify in the near future, especially as technological advances create pressure to develop more efficient and less costly trading in global or regional markets. If TSX Group cannot maintain and enhance its ability to compete or respond to competitive threats, it will have an adverse impact on TSX Group’s operating results.

TSX Group faces increased competition from exchanges, especially in the United States.

TSX Group faces increased competition for business from other exchanges, especially those in the United States as they consolidate and become public companies, and investing becomes more global. TSX Group faces competition from foreign exchanges, such as AIM, for listings of Canadian-based issuers and trading in their securities. If TSX Group is unable to continue to provide competitive trade execution, the volume traded in Canadian-based interlisted issuers on TSX Group’s exchanges could decrease in the future and adversely affect its operating results. TSX Group continues to face competition from CNQ, which has launched a facility, Pure Trading, to trade TSX listed issuers’ securities.

The trend for exchanges to form alliances or consolidate and become for-profit and publicly traded is increasing and will result in TSX Group’s competitors becoming stronger. If TSX Group is not included in any alliances, these developments could materially adversely affect TSX Group’s business and operating results.

Technological advances have facilitated the establishment of new marketplaces and trading mechanisms.

Technological advances have lowered barriers to entry and have facilitated the establishment of new marketplaces and trading mechanisms, such as ATSs and ECNs, to electronically trade securities and other financial instruments outside traditional exchanges. ATSs have a framework to operate in Canada under the ATS Rules and may become TSX Group’s significant competitors in the future. For example, in 2007, a group of Canada’s leading banks and investment dealers announced their intention to form an ATS to trade TSX-listed securities. This trading platform, Alpha, is currently set to launch in the second half of 2008. Liquidnet Canada, TriAct MATCH Now, Blockbook and Omega currently provide

55

platforms that trade TSX-listed securities. As well, Instinet Inc. has also announced its intention to launch an ATS to trade TSX-listed securities. Chi-X Canada is scheduled to commence operations in February, 2008. If these ATSs are successful in attracting significant order flow, TSX Group’s trading revenue could be materially adversely affected.

NGX, CanDeal and Shorcan face competition from OTCs and other sources.

NGX’s business of trading and clearing energy contracts faces primary competition in energy markets in Canada and the United States from other electronic trading and clearing platforms and from the OTC or bilateral markets (with support from voice brokers). These voice brokers continue to provide efficient contract matching services for both standardized and structured products and are expanding their product offerings to include access to clearing facilities for trading parties who may have credit constraints. If NGX is unable to compete with these platforms and markets including voice brokers, NGX may not be able to expand, which could materially affect its business and operating results.

In addition, CanDeal faces competition primarily from the telephonic OTC market. If CanDeal fails to attract institutional order flow from this market, it would adversely affect its operating results.

Shorcan’s competitors in the fixed income IDB market include Freedom Bond Brokers, owned by Cantor Fitzgerald and major Canadian banks, Tullett Prebon, owned by Collins Stewart and BrokerTec, an electronic platform owned by ICAP. If Shorcan fails to attract institutional order flow from this market, it would adversely affect its operating results.

New technologies make it easier to disseminate TSX Group’s information.

Technological advances, and in particular the Internet, have made it easier to download and disseminate electronic information. This may cause the value of TSX Group’s information to deteriorate since it is difficult to enforce restrictions on the use of information that is transmitted electronically. TSX Group may not be able to maintain or increase market data revenue if it cannot enforce its proprietary rights in the future.

TSX Group’s trading operations depend primarily on a small number of clients.

During 2006, approximately 58% of TSX Group’s trading revenue on TSX and approximately 59% of its trading revenue on TSX Venture Exchange were accounted for by the top ten POs on each exchange. TSX Group’s business, financial condition or operating results could be materially adversely affected if any one of these POs significantly reduced or stopped trading on TSX Group’s exchanges, or if two or more POs consolidated.

During 2006, approximately 30% of TSX Group’s trading operations revenue was derived from trading in the securities of the ten most actively traded listed issuers on its equity exchanges. If TSX Group lost one or more of these issuers, it would not only suffer a decrease in revenue from listing operations, but it would also suffer an even more significant decrease in revenue from trading operations.

TSX Group depends on the economy of Canada.

TSX Group’s financial results are affected by the Canadian economy, which is relatively small. Approximately 96% of TSX Group’s listed issuers as of December 31, 2006 were Canadian-based companies. The performance of these issuers has an effect on the volume of trading on TSX Group’s exchanges. If the profit growth of Canadian-based companies is generally lower than the profit growth of companies based in other countries, the markets on which those other issuers are listed may be more attractive to investors than TSX Group’s equity exchanges. The threat of a prolonged economic downturn may also have a negative impact on investment performance, which could materially adversely affect the number of new listed issuers, the market capitalization of TSX Group’s listed issuers, additional securities being listed or reserved and trading volumes.

TSX Group needs to retain and attract qualified personnel.

TSX Group’s success depends to a significant extent upon the continued employment and performance of a number of key management personnel whose compensation is partially tied to vested share options and long-term incentive plans that mature over time. The value of this compensation is dependent upon total shareholder return performance factors, which includes appreciation in TSX Group’s share price. The loss of the services of key personnel could materially adversely affect TSX Group’s business and operating results. TSX Group also believes that its future success will depend in large part on TSX Group’s ability to attract and retain highly skilled technical, managerial and marketing personnel. There can be no assurance that TSX Group will be successful in retaining and attracting the personnel it requires.

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Geopolitical factors could interrupt TSX Group’s critical business functions.

The continuity of TSX Group’s critical business functions could be interrupted by geopolitical upheaval, including terrorist, criminal, political and cyber, or by other types of external disruptions, including human error, natural disasters, power loss, sabotage and vandalism.

TSX Group has a series of integrated disaster recovery and business continuity plans for critical business functions to mitigate the risk of an interruption. TSX Group currently maintains a duplicate facility within the Greater Toronto Area to provide redundancy and back-up to reduce the risk and recovery time of system disruptions for key systems. However, not all systems are duplicated, and any major disruption in the Greater Toronto Area may affect TSX Group’s existing and back-up facilities. Any interruption in TSX Group’s services could impair its reputation, damage its brand name, and negatively impact its financial condition and operating results.

TSX Group may not be successful in implementing its strategy.

TSX Group invests significant resources in the development and execution of its corporate strategy to grow profitability and maximize shareholder returns. TSX Group may not succeed in implementing its strategies. TSX Group has limited experience pursuing new business opportunities or growth opportunities in new geographic markets. TSX Group may have difficulty executing its strategies because of, among other things, increased global competition, difficulty developing and introducing new products, barriers to entry in other geographic markets, and changes in regulatory requirements. Any of these factors could materially adversely affect the success of TSX Group’s strategies.

As part of TSX Group’s strategy to sustain growth, TSX Group expects to continue to pursue appropriate acquisitions of other companies and technologies. An acquisition will only be successful if TSX Group can integrate the acquired businesses’ operations, products and personnel; retain key personnel; and expand its financial and management controls and its reporting systems and procedures to accommodate the acquired businesses. If an investment, acquisition or other transaction (including the Amalgamation) does not fulfill expectations, TSX Group may have to write down its value in the future or sell at a loss.

TSX Group may become subject to or enter into agreements in the future which further its strategy but which may also impose restrictions on itself. For example, in the agreement with CNW Group, TSX Group agreed to certain restrictions on the business activities TSX Group can engage in for the term of the agreement, the initial term of which runs until December 31, 2008 (in areas that TSX Group views as non-core to its business) in exchange for a share of revenue earned from products and services offered by CNX Marketlink in those areas.

Likewise, pursuant to a Purchase and Sale Agreement entered into between MX, BSE and BOX, MX’s ability to engage in certain derivatives related activities in the United States is limited through BOX. For so long as MX holds a certain percentage interest in BOX, it, or any of its affiliates (including TSX Group after the Effective Date), may not invest in or participate in the creation of a competing business (defined as any electronic market for the trading of the BOX products).

Moreover, pursuant to the Technical and Operational Services Agreement between BOX and MX, whereby MX provides the software and other technology necessary for BOX’s operations, MX agreed that it may not licence any trading software, nor provide any significant technical services, to a U.S. equity options exchange for as long as MX remains a BOX shareholder or a significant supplier of technical services to BOX.

New business activities may adversely affect income.

TSX Group may enter new business activities that could have an adverse effect on its existing profitability. While TSX Group would expect to realize new revenue from these new activities, there is a risk that this new revenue would not be greater than the associated costs or any related decline in existing revenue sources.

TSX Group is subject to significant regulatory constraints.

The provincial securities regulators regulate TSX Group and its exchanges and regulators in other jurisdictions may regulate its future operations. This regulation may impose barriers or constraints which limit TSX Group’s ability to build an efficient, competitive organization and may also limit its ability to expand foreign and global access. Securities regulators also impose financial and corporate governance restrictions on TSX Group and its equity, and after the Effective Date, derivatives exchanges. Some of the provincial securities regulators must approve or review TSX Group’s exchanges’ listing rules, trading rules, fee structures and features and operations of, or changes to its systems. These approvals or reviews may increase TSX Group’s costs and delay its plans for implementation. There could also be

57

regulatory changes that impact TSX Group’s customers and that could materially adversely affect TSX Group’s business and operating results.

TSX Group is subject to litigation risks.

Some aspects of TSX Group’s business involve risks of litigation. Dissatisfied customers, among others, may make claims with respect to the manner in which TSX Group operates. Although TSX Group benefits from certain contractual indemnities and limitations on liabilities, these rights may not be sufficient. In addition, with the introduction of civil liability for misrepresentations in TSX Group’s continuous disclosure documents and statements and the failure to make timely disclosures of material changes in Ontario and certain other jurisdictions, dissatisfied shareholders can more easily make claims against TSX Group. If a lawsuit or claim is resolved against TSX Group, it could materially adversely affect its reputation, business, financial condition and operating results.

TSX Group depends on market activity that is outside of its control.

TSX Group’s revenue is highly dependent upon the level of activity on its exchanges, including: the volume of securities traded; the number and market capitalization of listed issuers; the number of new listings; the number of active traders and brokerage firms in the market; and the number of subscribers to market data.

TSX Group does not have direct control over these variables. Among other things, these variables depend upon the relative attractiveness of securities traded on its exchanges and the relative attractiveness of its exchanges as a place to trade those securities as compared to other exchanges and other trading mechanisms. Those variables are in turn influenced by:

•  the overall economic conditions in Canada and the United States in particular, and in the world in general (especially growth levels and political stability);

•  the condition of the resource sector;

•  the interest rate environment and resulting attractiveness of alternative asset classes;

•  the regulatory environment for investment in securities;

•  the relative activity and performance of global capital markets;

•  investor confidence in the prospects and integrity of TSX Group’s listed issuers, and the prospects of Canadian-based listed issuers in general;

•  pricing volatility of global commodities and energy markets; and

•  changes in tax legislation that would impact the relative attractiveness of certain types of securities; including income trusts.

TSX Group may be able to indirectly influence the volume of trading by providing efficient, reliable and low-cost trading; maximizing the availability of timely, reliable information upon which research, advice and investment decisions can be based; and maximizing the ease of access to trading facilities. However, those activities may not have a positive effect on, or effectively counteract, the factors that are outside of TSX Group’s control.

TSX Group exchanges depend on the development and acceptance of TSX Group’s new products.

TSX Group is dependent to a great extent on developing and introducing new investment products and trading products and their acceptance by the investment community. While TSX Group continues to review and develop new products that respond to the needs of the marketplace, TSX Group may not continue to develop successful new products. Its current product offerings may become outdated or lose market favour before TSX Group can develop adequate enhancements or replacements. Other exchanges or ATSs may introduce new products or product enhancements that make TSX Group’s products less attractive. Even if TSX Group develops an attractive new product, TSX Group could lose trading activity to another marketplace that introduces a similar or identical product which offers greater liquidity or lower cost. TSX Group also may not receive regulatory approval (in a timely manner or at all) for its new products. Any of these events could materially adversely affect its business and operating results.

TSX Group could suffer losses as a result of NGX’s clearing activities.

NGX is the central counterparty to each transaction conducted through its electronic platform. By providing a clearing facility, NGX is subject to the risk of a counterparty defaulting simultaneously with an extreme market price movement. NGX manages this risk by applying standard rules and regulations, and using a conservative margining regime

58

based on globally-accepted margin concepts. This margining regime involves valuing the market stress of client portfolios in real-time and requiring participants to deposit liquid collateral in excess of those valuations. NGX conducts market stress scenarios regularly to test the ongoing integrity of its clearing operation. NGX also relies on established policies, instructions, rules and regulations as well as procedures specifically designed to actively manage and mitigate risks.

To backstop its clearing operations, NGX has a credit agreement in place with a Canadian chartered bank. TSX Group is NGX’s guarantor for this credit agreement up to a maximum of US$100 million. In addition, NGX has covenanted under the agreement to maintain a minimum of $9 million of tangible net assets. If NGX suffers a loss on its clearing operations, it could lose its entire net worth. The bank could also realize up to a maximum of US$100 million on TSX Group’s unsecured guarantee, to the extent required to cover the loss.

NGX faces operational and other risks associated with the clearing business, which, if realized, could materially affect its business and operating results.

TSX Group depends heavily on information technology, which could fail or malfunction.

TSX Group is extremely dependent on its information technology systems, including data and communications systems (“IT Operations”). Its trading is conducted exclusively on an electronic basis. TSX Group has disaster recovery and contingency plans and back-up procedures to manage, mitigate and minimize the risk of an interruption or failure to, and to ensure the integrity of, its IT Operations. TSX Group also tests its disaster recovery plans for trading on TSX and TSX Venture Exchange, and includes customers in that process. However, those plans may not be adequate and TSX Group cannot entirely eliminate the risk of a system failure or interruption. TSX Group has experienced occasional IT Operations failures and delays in the past, and TSX Group could experience future IT Operations failures and delays.

TSX Group’s current technological architecture may not effectively or efficiently support its changing business requirements. The system hardware was upgraded in 2004. Two hardware upgrades and two software performance releases were implemented in 2005 in response to increases in order message volumes and transactions. By January 2007, TSX Group had completed much of the work on TSXPress, which included three major trading system enhancements to reduce overall average TSX response time and optimize executed speeds. In June 2007, TSX replaced core trading engine hardware with the next generation of new servers.

TSX Group will continue to make additional expenditures to further enhance and upgrade its systems. To grow, TSX Group will need to continuously improve its information technology systems so that TSX Group can handle increases and changes in trading activity and to respond to customer demand for faster processing times. This will require ongoing expenditures which may require TSX Group to expend significant amounts in the future. In 2006, TSX Group began development of the next generation of its trading engine, TSX Quantum. The key technology initiative of 2007 and 2008, TSX Quantum is expected to provide its customers with greater speed and capacity which TSX Group believes will enable it to attract higher volumes and even more liquidity. TSX Quantum began a phased roll out in December 2007 which will continue throughout 2008. If TSX Quantum fails to perform in accordance with expectations, cannot be rolled out on schedule or does not result in the expected higher trading volumes and liquidity, TSX Group’s business, financial condition and operating results may be materially adversely affected.

If TSX Group’s systems are significantly compromised or disrupted or if it suffers repeated failures, this could interrupt TSX Group’s trading services; cause delays in settlement; cause TSX Group to lose data; corrupt its trading operations, data and records; or disrupt its business operations. This could undermine confidence in TSX Group’s exchanges and materially adversely affect its reputation or operating results, and may lead to customer claims, litigation and regulatory sanctions.

TSX Group’s cost structure is largely fixed.

Most of TSX Group’s expenses are fixed and cannot be easily lowered if its revenue decreases, which could have an adverse effect on TSX Group’s operating results and financial condition.

TSX Group depends on third party suppliers.

TSX Group depends on a number of third parties, such as CDS, RS, data processors, software and hardware suppliers, communication and network suppliers and suppliers of electricity for elements of its trading, data and other systems. These providers may not be able to provide these services without interruption and in an efficient, cost-effective manner. They also may not be able to adequately expand their services to meet TSX Group’s needs. If a service provider

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suffers an interruption in or stops providing services and TSX Group cannot make suitable alternative arrangements, it could materially adversely affect its business, financial condition and operating results.

TSX Group depends on adequate numbers of customers.

If TSX Group determines that there is not a fair market, the markets will be shut down. There will not be a fair market if too few POs are able to access TSX Group’s equity exchanges or if too few contracting parties are able to access NGX’s market. If trading on TSX Group’s exchanges is interrupted or ceases, it could materially adversely affect its equity or energy operations, respectively, its financial condition and its operating results.

TSX Group depends on and is restricted by its licence agreements and other arrangements.

Some of TSX Group’s products, including its trading and data systems and its index products, are based on licence agreements with third parties, which in some cases expire within the next few years. TSX Group may not be able to renew these agreements on favourable terms or at all. Any future licence agreement may provide opportunities for TSX Group, but it may also impose restrictions on it. If TSX Group fails to renew licence agreements on favourable terms or at all, it may materially adversely affect its business.

TSX Group is also party to agreements with RS and CanDeal under which it provides services for fees. If those agreements terminate or are not renewed, it may have an adverse effect on TSX Group’s operations.

TSX Group may be unable to protect its intellectual property.

To protect its intellectual property rights, TSX Group relies on a combination of trade-mark laws, copyright laws, patent laws, trade secret protection, confidentiality agreements, and other contractual arrangements with its affiliates, customers, strategic partners, and others. This protection may not be adequate to deter others from misappropriating its proprietary information. TSX Group may not be able to detect the unauthorized use of, or take adequate steps to enforce, its intellectual property rights. TSX Group has registered, or applied to register, its trade-marks in Canada and in some other jurisdictions. If TSX Group fails to protect its intellectual property adequately, it could harm TSX Group’s brand and affect its ability to compete effectively. It could also take significant time and money to defend TSX Group’s intellectual property rights, which could adversely affect its business, financial condition, and operating results.

TSX Group licenses a variety of intellectual property from third parties. Others may bring infringement claims against TSX Group or its customers in the future because of an alleged breach of such a licence. If someone successfully asserts an infringement claim, TSX Group may be required to spend significant time and money to develop or license intellectual property that does not infringe upon the rights of that other person or to obtain a licence for the intellectual property from the owner. TSX Group may not succeed in developing or obtaining a licence on commercially acceptable terms, if at all. In addition, any litigation could be lengthy and costly and could adversely affect TSX Group even if it is successful.

TSX Group may not be able to meet cash requirements because of its holding company structure and restrictions on paying dividends.

As a holding company, TSX Group’s ability to meet its cash requirements and pay dividends on TSX Group Shares depends in large part upon its subsidiaries paying dividends and other amounts to TSX Group. TSX Group’s subsidiaries must comply with corporate and securities laws and with their agreements before they can pay dividends to TSX Group. In particular, the recognition order of TSX Group and TSX Inc. provides that if TSX Inc. fails to maintain any of its financial viability tests for more than three months, TSX Inc. will not, without the prior approval of the Director of the OSC, pay dividends (among other things) until the deficiencies have been eliminated for at least six months or a shorter period of time as agreed by OSC staff.

NGX’s credit facility limits its ability to pay dividends to TSX Group in certain circumstances. TSX Group has increased, on October 31, 2007, its guarantee of NGX’s credit facility to US$100 million. The previously secured guarantee of $30 million has been replaced by an unsecured guarantee of US$100 million.

Restrictions on ownership of TSX Group Shares may restrict trading and transactions.

Under the Securities Act (Ontario) and related regulations and orders, no person or company may own or exercise control or direction over more than 10% of any class or series of TSX Group’s voting shares, without obtaining the prior approval of the OSC and, after the Effective Date, the AMF. Each of the OSC and, after the Effective Date, the AMF will have complete discretion to grant its approval and may also change the 10% threshold in the future. A shareholder (or

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shareholders acting together) who contravenes these provisions may have its shares redeemed and have dividend and voting entitlements on its shares suspended. These restrictions may discourage trading in and may limit the market for TSX Group Shares, may discourage potential acquisition and strategic alliance proposals, and may prevent transactions in which TSX Group’s shareholders could receive a premium for their shares.

Risks Relating to MX

Reference is made to the section entitled “Risk Factors” on pages 97-109 of the Prospectus for a full description of the risk factors relating to MX, which section is incorporated by reference in this Circular.

CERTAIN TAX CONSIDERATIONS FOR MX SHAREHOLDERS

Canadian Federal Income Tax Consequences

The following is a summary of the material Canadian federal income tax consequences under the Income Tax Act (Canada), as amended, and the regulations promulgated thereunder (the “Tax Act”), generally applicable to MX Shareholders who, for purposes of the Tax Act, and at all relevant times, hold their MX Shares, Amalco Redeemable Shares and TSX Group Shares as capital property and deal at arm’s length with, and are not and will not be affiliated with, either of MX or TSX Group. This summary does not take into account the mark-to-market rules in the Tax Act applicable to securities held by financial institutions. Holders to which these rules apply should consult their own tax advisors.

MX Shares, Amalco Redeemable Shares and the TSX Group Shares will generally be considered to be capital property to a shareholder unless the shares are held in the course of carrying on a business of trading or dealing in securities, or acquired in a transaction considered to be an adventure or concern in the nature of trade. Certain MX Shareholders who are residents of Canada for the purposes of the Tax Act, and whose MX Shares, Amalco Redeemable Shares and TSX Group Shares might not otherwise qualify as capital property, may be entitled to make an irrevocable election in accordance with Subsection 39(4) of the Tax Act to have such shares and every “Canadian security” (as defined in the Tax Act) owned by such MX Shareholder in the taxation year of the election and in all subsequent taxation years deemed to be capital property. MX Shareholders who do not hold their MX Shares, Amalco Redeemable Shares or TSX Group Shares as capital property should consult their own tax advisors regarding their particular circumstances.

This summary is based on the Tax Act and the regulations thereunder and the published administrative practices and policies of the Canada Revenue Agency, which we refer to in this document as the “CRA,” all in effect as of the date of this document. This summary takes into account all proposed amendments to the Tax Act and the regulations thereunder that have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof and assumes that such proposed amendments will be enacted substantially as proposed. However, no assurance can be given that such proposed amendments will be enacted in the form proposed, or at all. This summary does not take into account or anticipate any other changes in law or any changes in CRA administrative practices and policies, whether by judicial, governmental or legislative action or decision, nor does it take into account other federal or any provincial, territorial or foreign income tax legislation or considerations, which may differ from the material Canadian federal income tax consequences described herein.

This summary is of a general nature only and is not intended to be, and should not be construed to be, legal, business or tax advice to any particular MX Shareholder. This summary does not take into account your particular circumstances and does not address consequences that may be particular to you. Therefore, you should consult your own tax advisor regarding the particular consequences of the Amalgamation to you.

MX Shareholders Who Are Residents of Canada

The following section of the summary is applicable to an MX Shareholder who, for the purpose of the Tax Act and any applicable income tax treaty, is or is deemed to be a resident of Canada at all relevant times. We refer to such a shareholder as a “Canadian resident holder.”

The Amalgamation

Upon the Amalgamation, Canadian resident holders will be deemed to have disposed of their MX Shares for proceeds of disposition equal to the adjusted cost base thereof, and to have acquired TSX Group Shares (including any fractional TSX Group Share that is not issued to such holders but rather is issued to the Depository as agent for such holders as set out under “The Amalgamation — Amalgamation Mechanics — Fractional Shares”) and/or Amalco Redeemable Shares, as the case may be, for an equivalent amount. Consequently, no capital gain or capital loss will be

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recognized by a former holder of MX Shares upon the Amalgamation, subject to the comments set out below. If a former holder of MX Shares acquires both TSX Group Shares (including any fractional TSX Group Share that is not issued to such holder but rather is issued to the Depository as agent for such holder as set out under “The Amalgamation — Amalgamation Mechanics — Fractional Shares”) and Amalco Redeemable Shares upon the Amalgamation, the adjusted cost base of MX Shares will be allocated between the TSX Group Shares (including any fractional TSX Group Share that is not issued to such holder but rather is issued to the Depository as agent for such holder as set out under “The Amalgamation — Amalgamation Mechanics — Fractional Shares”) and the Amalco Redeemable Shares to form the adjusted cost base thereof, such allocation being based on their relative fair market value. Insofar as the Amalco Redeemable Shares are redeemable for cash, their fair market value will be their redemption amount. The fair market value of the TSX Group Shares is a question of fact to be determined following the implementation of the Amalgamation. The adjusted cost base to a former MX Shareholder of the TSX Group Shares (including any fractional TSX Group Share that is not issued to such holder but rather is issued to the Depository as agent for such holder as set out under “The Amalgamation — Amalgamation Mechanics — Fractional Shares”) will be averaged with any other TSX Group Shares held by such holder.

Receipt of Cash for Fractional Amalco Redeemable Shares

Fractional Amalco Redeemable Shares will not be issued to MX Shareholders. In lieu of such fractional Amalco Redeemable Shares, MX Shareholders will receive cash. The position of the CRA is that where such cash payment does not exceed $200, such holders may either (i) compute and report the gain or loss on the amount received in lieu of the fraction, or (ii) ignore the computation of such gain or loss and instead reduce the adjusted cost base of the shares received on the Amalgamation by the amount of such cash receipt. The above-stated CRA position does not address the issue of how to allocate the reduction in adjusted cost base, where a shareholder receives both TSX Group Shares and Amalco Redeemable Shares. However, since the cash will be received in lieu of a fractional Amalco Redeemable Share, it would be reasonable to reduce the adjusted cost base of the Amalco Redeemable Shares received on the Amalgamation.

Redemption of the Amalco Redeemable Shares

To the extent that a Canadian resident holder receives Amalco Redeemable Shares upon the Amalgamation, such Amalco Redeemable Shares will be redeemed immediately thereafter. A holder of Amalco Redeemable Shares will realize a capital gain, or sustain a capital loss, to the extent that the amount paid upon redemption, being $39.00 per share, exceeds, or is exceeded by, as the case may be, the adjusted cost base of the Amalco Redeemable Shares (as such adjusted cost base may be reduced by any cash received in lieu of a fractional Amalco Redeemable Share) and any reasonable costs of disposition. For a description of the tax treatment of capital gains and losses, see “Certain Tax Considerations for MX Shareholders — Canadian Federal Income Tax Consequences — Taxation of Capital Gain or Capital Loss”.

Fractional TSX Group Shares

Fractional TSX Group Shares will not be issued to MX Shareholders in connection with the Amalgamation. Under the Amalgamation, an MX Shareholder entitled to a fraction of a TSX Group Share will receive a cash payment from the Depository on the sale of such fractional share (see “The Amalgamation — Amalgamation Mechanics — Fractional Shares”).

Canadian resident holders on whose behalf the Depository sells fractional TSX Group Shares (“Fractional Holders”) will realize a capital gain, or sustain a capital loss, to the extent that the proceeds of such sales, exceeds, or is exceeded by, as the case may be, the adjusted cost base of the fractional TSX Group Share and any reasonable costs of disposition, including the brokerage sales commissions. For a description of the tax treatment of capital gains and losses, see “Certain Tax Considerations for MX Shareholders — Canadian Federal Income Tax Consequences — Taxation of Capital Gain or Capital Loss”.

Taxation of Capital Gain or Capital Loss

Generally, a shareholder is required to include in computing its income for a taxation year 50% of the amount of any capital gain, which we refer to as the “taxable capital gain.” A shareholder may deduct 50% of the amount of any capital loss, which we refer to as the “allowable capital loss,” realized in a taxation year from taxable capital gains realized by the shareholder in such year, subject to and in accordance with rules contained in the Tax Act. Any allowable capital losses in excess of taxable capital gains for the year of disposition generally may be carried back up to three taxation years or carried forward indefinitely and deducted against taxable capital gains in such other years to the extent and under the circumstances described in the Tax Act.

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Capital gains realized by a Canadian resident holder who is an individual or trust, other than certain specified trusts, may give rise to alternative minimum tax under the Tax Act.

A Canadian resident holder that is a “Canadian-controlled private corporation”, as defined in the Tax Act, may be liable to pay an additional refundable tax of at least 62/3% on its “aggregate investment income” for the year which will include an amount in respect of taxable capital gains.

If the Canadian resident holder is a corporation, the amount of any capital loss realized on a disposition or deemed disposition of such share may be reduced by the amount of dividends received or deemed to have been received by it on such share to the extent and under circumstances prescribed by the Tax Act. Similar rules may apply where a corporation is a member of a partnership or a beneficiary of a trust that owns such shares or where a trust or partnership of which a corporation is a beneficiary or a member is itself a member of a partnership or a beneficiary of a trust that owns any such shares. Canadian resident holders to whom these rules may be relevant should consult their own tax advisors.

Eligibility for Investment

The TSX Group Shares received by an MX Shareholder pursuant to the Amalgamation will, on the date of their issuance, be qualified investments for trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans, registered education savings plans, and registered disability savings plans.

MX Shareholders Not Resident in Canada

The following section of the summary is applicable to an MX Shareholder who, for the purposes of the Tax Act and any applicable income tax treaty, and at all relevant times, is not, and is not deemed to be, a resident of Canada and does not, and is not deemed to, use or hold MX Shares, Amalco Redeemable Shares, or TSX Group Shares in, or in the course of, carrying on a business in Canada (referred to hereafter as “Non-Resident Holders”). This summary does not take into account special rules in the Tax Act applicable to Non-Resident Holders who are insurers carrying on business in Canada and elsewhere. Such holders should consult their own tax advisors.

Redemption of the Amalco Redeemable Shares, Receipt of Cash for Fractional Amalco Redeemable Shares and Disposition of Fractional TSX Group Shares

Non-Resident Holders will be subject to taxation in respect of the disposition of their MX Shares, Amalco Redeemable Shares, or fraction of a TSX Group Share to the extent such shares (including a fraction thereof) constitute “taxable Canadian property”. Generally speaking, Amalco Redeemable Shares or TSX Group Shares will constitute taxable Canadian property to a holder if, at any time during the 60-month period immediately preceding the disposition, the Non-Resident Holder, either alone or together with persons with whom the Non-Resident Holder did not deal at arm’s length, owned 25% or more of the issued shares of any class or series in the capital stock of MX, 25% or more of the Amalco Redeemable Shares, or 25% or more of the issued shares of any class or series in the capital stock of TSX Group. Non-Resident Holders whose Amalco Redeemable Shares or fractional TSX Group Share constitute taxable Canadian property will generally be subject to taxation on the same basis as holders who are resident in Canada.

TSX Group Shares

Non-Resident Holders whose TSX Group Shares constitute taxable Canadian property will generally be subject to taxation in Canada on the disposition thereof. TSX Group Shares received on the Amalgamation for MX Shares which are taxable Canadian property will generally be deemed to constitute taxable Canadian property to a Non-Resident Holder. Otherwise, TSX Group Shares will constitute taxable Canadian property to a holder if, at any time in the 60-month period prior to any disposition, the Non-Resident Holder, either alone or together with persons with whom the Non-Resident Holder did not deal at arm’s length, owned 25% or more of the issued and outstanding shares in the capital stock of any class or series of TSX Group.

Notwithstanding that TSX Group Shares or Amalco Redeemable Shares may constitute taxable Canadian property, a Non-Resident Holder may be exempt from taxation in respect of any gain under the provisions of any income tax convention between Canada and the holder’s jurisdiction of residence.

Certain United States Federal Income Tax Considerations

The following discussion describes the anticipated material U.S. federal income tax consequences of the Amalgamation to U.S. holders (as defined below) of MX Shares. This discussion addresses only those holders that hold their MX Shares as a capital asset within the meaning of Section 1221 of the Code and does not address all the

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U.S. federal income tax consequences that may be relevant to particular holders in light of their individual circumstances or to holders that are subject to special rules, such as:

•  financial institutions, banks and thrifts;

•  insurance companies;

•  individual retirement and other tax-deferred accounts;

•  persons subject to the alternative minimum tax;

•  persons eligible for tax treaty benefits;

•  non-U.S. corporations, non-U.S. partnerships and other non-U.S. entities;

•  persons who are not citizens or residents of the United States;

•  tax-exempt organizations;

•  dealers in securities;

•  persons whose functional currency is not the U.S. dollar;

•  traders in securities that elect to use a mark to market method of accounting;

•  holders of options, warrants or similar rights to acquire MX Shares;

•  persons that hold MX Shares as part of a straddle, hedge, constructive sale or conversion transaction; and

•  U.S. holders who acquired their MX Shares through the exercise of an employee stock option or otherwise as compensation.

Furthermore, this discussion does not address the U.S. federal income tax consequences that may be relevant to a U.S. holder that holds 5% or more (directly or by attribution) of the voting power or value of the TSX Group Shares immediately after the Amalgamation. In general, a U.S. holder that holds 5% or more of the voting power or value of the TSX Group Shares immediately after the Amalgamation would be able to avoid recognition of gain under the conditions described below only if such holder enters into a “gain recognition agreement” with the IRS as described in Treasury regulation Section 1.367(a)-8T promulgated pursuant to the Code. U.S. holders that may hold 5% or more of the voting power or value of the TSX Group Shares immediately after the Amalgamation should consult their own tax advisors as to the tax consequences of the Amalgamation.

This discussion is based upon the Code, its legislative history, Treasury regulations promulgated pursuant to the Code and published rulings and decisions, all as currently in effect as of the date of this document, and all of which are subject to change, possibly with retroactive effect, and to differing interpretations. No tax ruling has been applied for or obtained or is expected to be obtained from the IRS or any other taxation authority with respect to the matters discussed herein. Tax considerations under state, local and non-U.S. laws, or U.S. federal laws other than those pertaining to U.S. income tax, are not addressed in this discussion.

The following discussion will not be binding on the IRS or the courts nor preclude the IRS from adopting a contrary position. This discussion assumes that the Amalgamation will be completed as described in this Circular and in accordance with the Amalgamation Agreement and related agreements in their current form. In addition, this discussion is based on certain other assumptions, representations and limitations. If any of those assumptions or representations is inaccurate, the tax consequences of the transaction could differ materially from those discussed herein. There is no obligation to update this discussion as a result of a change in law after the Amalgamation or the discovery of any inaccuracy in such assumptions or representations.

Holders of MX Shares should consult with their own tax advisors as to the tax consequences of the Amalgamation in their particular circumstances, including the applicability and effect of the alternative minimum tax and any state, local or non-U.S. and other tax laws and of changes in those laws.

U.S. Holder

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of an MX Share that is:

•  a U.S. citizen or resident, as determined for U.S. federal income tax purposes;

•  a corporation, or entity taxable as a corporation, created or organized in or under the laws of the United States or any political subdivision thereof; or

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•  otherwise subject to U.S. federal income tax on a net income basis.

The U.S. federal income tax consequences of a partner in a partnership holding MX Shares generally will depend on the status of the partner and the activities of the partnership. Partners in such a partnership should consult their own tax advisors as to the tax consequences of the Amalgamation.

Tax Consequences of the Amalgamation Generally

Subject to the assumptions, limitations and qualifications set forth in this discussion, the Amalgamation should qualify as a reorganization within the meaning of Section 368(a) of the Code. Neither TSX Group nor MX intends to request any ruling from the IRS as to the U.S. federal income tax consequences of the Amalgamation. Consequently, no assurance can be given that the IRS will not assert, or that a court would not sustain, a position contrary to any of those set forth below.

As a result of the Amalgamation qualifying as a reorganization within the meaning of Section 368(a) of the Code, the following material U.S. federal tax consequences should result from the Amalgamation:

•  for a U.S. holder who exchanges all of its MX Shares solely for TSX Group Shares in the Amalgamation, no gain or loss will be recognized, except with respect to cash received in respect of a fractional TSX Group Share (see the discussion below under “— Cash Received in Respect of a Fractional TSX Group Share”);

•  for a U.S. holder who exchanges all of its MX Shares solely for Amalco Redeemable Shares and has those shares redeemed for cash in the Amalgamation, capital gain or loss equal to the difference between the amount of cash received and its tax basis in the MX Shares generally will be recognized;

•  for a U.S. holder who exchanges its MX Shares for a combination of TSX Group Shares and Amalco Redeemable Shares which are redeemed for cash in the Amalgamation, gain (but not loss) will be recognized, and the gain recognized will be equal to the lesser of (i) the excess, if any, of the sum of the cash and the fair market value of the TSX Group Shares the U.S. holder received in the Amalgamation, over the tax basis in the MX Shares surrendered by the U.S. holder in the Amalgamation, and (ii) the amount of cash received, except that any cash received in respect of a fractional TSX Group Share will be treated as discussed below under “— Cash Received in Respect of a Fractional TSX Group Share”;

•  for a U.S. holder who acquired different blocks of MX Shares at different times and at different prices, realized gain or loss generally must be calculated separately for each identifiable block of MX Shares exchanged in the Amalgamation;

•  any capital gain or loss generally will be long-term capital gain or loss if the U.S. holder held the MX Shares for more than one year at the time the Amalgamation is completed. Long-term capital gain of an individual generally is subject to a maximum U.S. federal income tax rate of 15%. The deductibility of capital losses is subject to limitations. In some cases, such as if the U.S. holder actually or constructively owns TSX Group Shares immediately before the Amalgamation, cash received upon redemption of the Amalco Redeemable Shares could be treated as having the effect of the distribution of a dividend, under the tests set forth in Section 302 of the Code, in which case such cash received would normally be treated as ordinary dividend income. These rules are complex and dependent upon the specific factual circumstances particular to each U.S. holder. Consequently, each U.S. holder that may be subject to those rules should consult its tax advisor as to the application of these rules to the particular facts relevant to such U.S. holder; and

•  the taxable amount of any Canadian dollars received by a cash basis or an electing accrual basis U.S. holder generally will be equal to the U.S. dollar value of the Canadian dollars received based on the exchange rate applicable on the settlement date of the redemption of the applicable shares. A subsequent disposition of the Canadian dollars received will generally give rise to ordinary income or loss. A U.S. holder should consult its own tax advisor regarding the U.S. federal income tax consequences of acquiring, holding and disposing of foreign currency.

Tax Basis and Holding Period in TSX Group Shares

A U.S. holder’s aggregate tax basis in the TSX Group Shares received in the Amalgamation, including any fractional share interests deemed received by the U.S. holder under the treatment described below, will equal its aggregate tax basis in the MX Shares surrendered in the Amalgamation, increased by the amount of taxable gain, if any, recognized in the Amalgamation (excluding any gain resulting from the deemed receipt and redemption of a fractional share interest), and

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decreased by the amount of cash, if any, received in the Amalgamation (including any cash received upon redemption of the Amalco Redeemable Shares, and excluding any cash received in respect of a fractional share interest). The holding period for the TSX Group Shares received in the Amalgamation generally will include the holding period for the MX Shares exchanged therefor. A U.S. holder who had differing bases and/or holding periods in respect of MX Shares should consult its tax advisor regarding the particular bases and/or holding periods of the TSX Group Shares received in the Amalgamation.

Cash Received in Respect of a Fractional TSX Group Share

A U.S. holder who receives cash in respect of a fractional TSX Group Share will be treated as having received the fractional TSX Group Share pursuant to the Amalgamation and then as having exchanged the fractional TSX Group Share for cash in a redemption by TSX Group. In general, this deemed redemption will be treated as a sale or exchange, provided the redemption is not essentially equivalent to a dividend under the tests set forth in Section 302 of the Code. The determination of whether a redemption is essentially equivalent to a dividend depends upon whether and to what extent the redemption reduces the U.S. holder’s deemed percentage stock ownership of TSX Group. While this determination is based on each U.S. holder’s particular facts and circumstances, the IRS has ruled that a redemption is not essentially equivalent to a dividend and will therefore result in sale or exchange treatment in the case of a stockholder of a publicly held company whose relative stock interest is minimal and who exercises no control over corporate affairs if the redemption results in any actual reduction in the stock interest of the stockholder. As a result, the redemption of a fractional TSX Group Share is generally treated as a sale or exchange and not as a dividend, and a U.S. holder generally will recognize gain or loss equal to the difference between the amount of cash received and the basis in its fractional TSX Group Share as set forth above. This gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if, as of the effective date of the Amalgamation, the holding period for such shares is greater than one year. The deductibility of capital losses is subject to limitations.

Foreign Tax Credits for Canadian Taxes Paid or Withheld

In general, a U.S. holder that pays (whether directly or through withholding) Canadian income tax in connection with the Amalgamation may be entitled to elect to receive either a corresponding deduction or a credit for its U.S. federal income taxes. However, there are significant and complex rules that limit the ability of such a U.S. holder to use such a deduction or credit, and U.S. holders are urged to consult their own tax advisors regarding the foreign tax credit rules and the application of the foreign tax credit rules to the Amalgamation.

Information Reporting and Backup Withholding

Cash payments received in the Amalgamation by a U.S. holder may, under certain circumstances, be subject to information reporting and backup withholding at a current rate of 28% of the cash payable to the holder, unless the holder provides proof of an applicable exemption or furnishes its taxpayer identification number, and otherwise complies with all applicable requirements of the backup withholding rules. Any amounts withheld from payments to a holder under the backup withholding rules are not additional tax and will be allowed as a refund or credit against the U.S. holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Reporting Requirements

Each U.S. holder who receives TSX Group Shares as a result of the Amalgamation will be required to retain in its permanent records information regarding the amount, basis, and fair market value of the MX Shares transferred pursuant to the Amalgamation. U.S. holders who owned at least one percent (by vote or value) of the total outstanding MX Shares before the Amalgamation, who will own at least 10% (by vote or value) of the total outstanding TSX Group Shares after the Amalgamation or whose tax basis in the MX Shares surrendered pursuant to the Amalgamation equals or exceeds $1.0 million may be subject to certain additional reporting requirements. U.S. holders are urged to consult their tax advisors with respect to these and other reporting requirements applicable to the Amalgamation.

LEGAL MATTERS

Certain legal matters in connection with the Amalgamation and the transactions contemplated by the Combination Agreement will be passed upon by Ogilvy Renault LLP on behalf of MX.

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ADDITIONAL INFORMATION

Additional information relating to MX and TSX Group can be found on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. In addition, TSX Group furnishes documents to the SEC pursuant to the exemption provided by Rule 12g3-2(b) under the Exchange Act. Copies of such documents, as well as any additional copies of the Circular, may be obtained on request without charge by contacting MX’s Investor Relations and Communications department by telephone, at (514) 871-3551, or by mail, at Tour de la Bourse, 800 Victoria Square, 4th Floor, Montréal, Québec, H4Z 1A9 and TSX Group’s Investor and Public Relations department by telephone, at (416) 947-4317, or by mail, at The Exchange Tower, 130 King Street West, Toronto, Ontario, M5X 1J2.

QUESTIONS AND FURTHER ASSISTANCE

If you have any questions about the information contained in this Circular or require assistance in completing your proxy form, please contact the Proxy Solicitation Agent, at:

The Exchange Tower

130 King Street West, Suite 2950, P.O. Box 361

Toronto, Ontario

M5X 1E2

North American Toll-Free Phone:

1-800-775-1986

Email: contactus@kingsdaleshareholder.com

Facsimile: 416-867-2271

Toll Free Facsimile: 1-866-545-5580

Outside North America, Banks and Brokers Call Collect: 416-867-2272

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APPROVAL OF DIRECTORS

The contents and sending of this Circular have been approved by the Board of Directors.

Montréal, Québec, January 10, 2008.

By Order of the Board of Directors,

(signed) Joëlle Saint-Arnault

Joëlle Saint-Arnault

Vice-President, Legal Affairs and Secretary

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AUDITORS’ CONSENT

We have read the Management Proxy Circular dated January 10, 2008 with respect to the proposed amalgamation of Bourse de Montréal Inc. (the “Company”) and 9189-7058 Québec Inc. an indirect wholly-owned subsidiary of TSX Group Inc. We have complied with Canadian generally accepted standards for an auditor’s involvement with offering documents.

We consent to the incorporation by reference in the above-mentioned Management Proxy Circular of our report to the directors of the Company on the consolidated balance sheets of the Company as at December 31, 2006 and 2005 and the consolidated statements of earnings, retained earnings and cash flows for each of the years in the three-year period ended December 31, 2006. Our report is dated January 24, 2007, except as to note 25, which is as of March 23, 2007.

Chartered Accountants

(signed) KPMG LLP

Montréal, Canada

January 10, 2008

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AUDITORS’ CONSENT

We have read the Management Proxy Circular dated January 10, 2008 with respect to the proposed amalgamation of Bourse de Montréal Inc. and 9189-7058 Québec Inc. an indirect wholly-owned subsidiary of TSX Group Inc. We have complied with Canadian generally accepted standards for an auditor’s involvement with offering documents.

We consent to the incorporation by reference in the above-mentioned Management Proxy Circular of our report to the shareholders of TSX Group Inc. (the “Company”) on the consolidated balance sheets of the Company as at December 31, 2006 and 2005 and the consolidated statements of income, changes in shareholders’ equity and cash flows for the years then ended. Our report is dated January 29, 2007.

Chartered Accountants, Licensed Public Accountants

(signed) KPMG LLP

Toronto, Canada

January 10, 2008

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GLOSSARY OF TERMS

Unless the context otherwise requires, when used in this Circular the following terms shall have the meanings set forth below, words importing the singular number shall include the plural and vice versa, and words importing any gender shall include all genders. Unless otherwise indicated, these defined terms are not used in the appendices included herein.

“1999 Agreement” means the memorandum of agreement by and among the Alberta Stock Exchange, the Montréal Exchange, TSX and the Vancouver Stock Exchange dated as of March 15, 1999, as amended from time to time, pursuant to which the Canadian exchange industry was realigned and consolidated;

“Acquisition Proposal” means, other than the transactions contemplated by the Combination Agreement and the Amalgamation Agreement and other than any transaction between or involving only MX and/or one or more of its direct or indirect wholly-owned Subsidiaries, any offer, proposal or inquiry from any Person or joint actors (other than TSX Group) relating to: (i) any acquisition or purchase, direct or indirect, of 20% or more of the consolidated assets or assets contributing 20% or more of the consolidated revenues of MX and its Subsidiaries taken as a whole or 10% or more of any voting or equity securities of MX or any of its Subsidiaries whose assets or revenues, individually or in the aggregate, constitute 20% or more of the consolidated assets or consolidated revenue, as applicable, of MX; (ii) any take-over bid or exchange offer that, if consummated, would result in such Person or joint actors beneficially owning 10% or more of any class of voting or equity securities of MX or any of its Subsidiaries whose assets or revenues, individually or in the aggregate, constitute 20% or more of the consolidated assets or consolidated revenue, as applicable, of MX; or (iii) a plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving MX or any of its Subsidiaries whose assets or revenues, individually or in the aggregate, constitute 20% or more of the consolidated assets or revenue, as applicable, of MX;

“Affiliate” has the meaning ascribed thereto in Section 1.2 of National Instrument 45-106 — Prospectus and Registration Exemptions;

“Amalco” means the company resulting from the Amalgamation and also means that company as it may further be amalgamated with TSX Newco B to become a direct subsidiary of TSX Group, as the case may be;

“Amalco Redeemable Shares” means the redeemable preferred shares in the share capital of Amalco, having the rights, privileges, conditions and restrictions described in Appendix 1 to the Articles of Amalgamation;

“Amalco Recognition Order” means a decision of the AMF (i) issuing an amended recognition order in replacement of the Recognition Order recognizing Amalco as a self-regulatory organization; (ii) authorizing Amalco to continue to carry on exchange activities; (iii) approving the Articles of Amalgamation and the Amalco by-laws; and (iv) terminating the 1999 Agreement, conditional upon the Amalgamation Resolution being duly adopted at the Meeting and provided that all of the other conditions specified in the Combination Agreement have been satisfied or waived; the whole as is necessary to permit the Amalgamation to be consummated in accordance with the terms of the Combination Agreement and the Amalgamation Agreement;

“Amalco Shares” means, collectively, the Class A Common Shares, the Class B Common Shares, the Class C Common Shares and the Amalco Redeemable Shares;

“Amalgamation Agreement” means the agreement among TSX Group, TSX Subco, TSX Newco A and MX, to which TSX Newco B intervened, setting forth the terms and conditions of the Amalgamation dated December 10, 2007, as amended and restated on January 10, 2008, a copy of which is attached hereto as Appendix B;

“Amalgamation” means the amalgamation of MX and TSX Subco under sections 123.115 and following of Part IA of the Companies Act, the terms and conditions of which are set out in the Combination Agreement;

“Amalgamation By-Law” means MX By-Law 2008-1 relating to the Amalgamation, adopted by the Board of Directors on January 10, 2008 and reproduced in the Amalgamation Resolution;

“Amalgamation Resolution” means the special resolution of MX Shareholders entitled to vote thereon confirming the Amalgamation By-Law, substantially in the form attached hereto as Appendix A to this Circular;

“AMF” means Québec’s Autorité des marchés financiers, and any successor thereof;

“Articles of Amalgamation” means the articles confirming the Amalgamation required under the Companies Act to be filed with the Enterprise Registrar;

“Associate” has the meaning ascribed thereto in Section 5 of the Securities Act;

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“ATSs” (individually, an “ATS”) means alternative trading system;

“ATS Rules” means National Instrument 21-101 — Marketplace Operations and National Instrument 23-101 — Trading Rules;

“Blackbook” means a marketplace operated by Perimeter Financial Corp.;

“Board” or “Board of Directors” means the board of directors of MX;

“BOX” means the Boston Options Exchange Group LLC;

“BSE” means the Boston Stock Exchange, Inc.;

“Business Day” means any day on which commercial banks are generally open for business in Montréal, Québec, and Toronto, Ontario other than a Saturday, Sunday or day observed as a holiday in Montréal, Québec, or Toronto, Ontario under applicable Laws;

“Canadian Securities Laws” means all applicable Canadian provincial and territorial securities laws, rules and regulations and published policies thereunder, as now in effect or amended from time to time;

“CanDeal” means CanDeal.ca Inc., an electronic trading system for the institutional debt market in which TSX has a 47% ownership interest;

“CAREX” means the Canadian Resources Exchange Inc.;

“Cash Alternative” has the meaning ascribed thereto under the heading “The Amalgamation — Amalgamation Mechanics — Amalgamation”;

“CCX” means Chicago Climate Exchange Inc.;

“CDCC” means the Canadian Derivatives Clearing Corporation;

“CDS” means CDS Clearing and Depository Services Inc.;

“Certificate” or “Certificate of Amalgamation” means the certificate attesting the Amalgamation, prepared and issued by the Enterprise Registrar pursuant to Section 123.119 of the Companies Act;

“Change in Recommendation” has the meaning ascribed thereto under the heading “The Combination Agreement — Termination Rights — Termination by TSX Group”;

“Circuit Technology” means Circuit Technology Limited;

“Circular” means this Management Proxy Circular, including the Notice of Meeting and all appendices hereto and documents (or portions thereof) incorporated herein by reference;

“Citi” means Citigroup Global Markets Inc.;

“Class A Common Shares” (individually, a “Class A Common Share”) means the class A common shares in the share capital of Amalco, having the rights, privileges, conditions and restrictions described in Appendix 1 to the Articles of Amalgamation;

“Class B Common Shares” (individually, a “Class B Common Share”) means the class B common shares in the share capital of Amalco, having the rights, privileges, conditions and restrictions described in Appendix 1 to the Articles of Amalgamation;

“Class C Common Shares” (individually, a “Class C Common Share”) means the class C common shares in the share capital of Amalco, having the rights, privileges, conditions and restrictions described in Appendix 1 to the Articles of Amalgamation;

“CNQ” means Canadian Trading and Quotation Systems Inc.;

“Combination Agreement” means the combination agreement dated as of December 10, 2007 between MX and TSX Group, as amended on January 10, 2008, as the same may be further amended, supplemented or otherwise modified from time to time in accordance with its terms;

“Commissioner” means the Commissioner of Competition appointed pursuant to Section 7 of the Competition Act;

“Companies Act” means the Companies Act (Québec), as amended;

“Competition Act” means the Competition Act (Canada) as now in effect and as it may be amended from time to time to the Effective Date;

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“Competition Bureau” means the Competition Bureau of Canada;

“Confidentiality Agreement” means the letter agreement made as of May 10, 2007, as amended by the Exclusivity Agreement and as further amended from time to time, between MX and TSX Group;

“Contract” (individually, a “Contract”) means all verbal or written contracts and agreements (including quotations, purchase orders and rebates), collective agreements, leases, deeds, indentures, instruments, entitlements, commitments, undertakings and orders made by or to which TSX Group or MX, as the case may be, or any of their respective Subsidiaries is a party or by which TSX Group or MX, as the case may be, or any of their respective Subsidiaries is bound or under which TSX Group or MX, as the case may be, or any of their respective Subsidiaries has, or will have, any rights or obligations and includes rights to use, franchises, license agreements and agreements for the purchase and sale of assets or shares;

“Depository” means CIBC Mellon Trust Company;

“ECN” means electronic communication networks; being trading systems similar to ATSs but known in the United States as “ECNs”;

“EDGAR” means the SEC’s Electronic Data Gathering and Retrieval System;

“Effective Date” means the date shown on the Certificate of Amalgamation;

“Election Deadline” means the date by which MX Shareholders must tender the certificates representing their MX Shares to the Depository along with a duly completed Transmittal and Election Form in order to validly submit their election for the purpose of the Amalgamation, to the extent the Amalgamation receives a favourable vote at the Meeting and the conditions precedent to the Amalgamation are satisfied, which date shall be 5:00 p.m. (Montréal time) the second Business Day prior to the Effective Date;

“Employment Agreement” means the employment agreement between TSX Group and Mr. Luc Bertrand dated December 10, 2007;

“Enbridge” means Enbridge Inc.;

“Encumbrances” shall mean any encumbrance, lien, charge, hypothec, pledge, mortgage, title retention agreement, security interest of any nature, adverse claim, exception, reservation, easement, right of pre-emption, privilege or any option, right of pre-emption, privilege or contract to create any of the foregoing;

“Enterprise Registrar” means the enterprise registrar acting under the Companies Act;

“Equicom” means The Equicom Group Inc.;

“ETFs” has the meaning ascribed thereto under the heading “Information Regarding TSX Group — Overview”;

“Exchange Group” has the meaning ascribed thereto under the heading “The Amalgamation — Background to the Amalgamation”;

“Exchange Ratio” means 0.7784 of a TSX Group Share for each MX Share;

“Exclusivity Agreement” means the letter of agreement dated November 20, 2007, as amended from time to time, between MX and TSX Group, in relation to the exclusivity of negotiations, confidentiality and other matters;

“GAAP” means the generally accepted accounting principles stated in the Handbook of the Canadian Institute of Chartered Accountants, including the accounting recommendations and interpretations contained therein;

“Governmental Entity” (collectively, the “Governmental Entities”) means any: (a) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign; (b) any subdivision, agent, commission, board, or authority of any of the foregoing; or (c) any quasi-governmental, private or self-regulatory body or organization or stock exchange exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing;

“ICE” means InterContinentalExchange, Inc.;

“Indebtedness” means, without duplication but excluding indebtedness between a Person and its wholly-owned Subsidiaries: (i) indebtedness for borrowed money (excluding any interest thereon), secured or unsecured; (ii) obligations under conditional sale or other title retention Contracts relating to purchased property; (iii) capitalized lease obligations;

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(iv) obligations under interest rate cap, swap, collar or similar transactions or currency hedging transactions (valued at the termination value thereof); and (v) guarantees of any Indebtedness of any other person;

“ISE” means International Securities Exchange, Inc.;

“IT Operations” has the meaning ascribed thereto under the heading “Risk Factors — Risks Relating to TSX Group”;

“Joint Audit Committee” means the joint MX-CDCC audit committee;

“Laws” (individually, a “Law”) means all laws, statutes, codes, ordinances, decrees, rules, regulations, by-laws, statutory rules, principles of law, published policies and guidelines, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards and terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity and the term “applicable” with respect to such Laws and in the context that refers to one or more Persons, means that such Laws apply to such Person or Persons or its or their business, undertaking, property or securities and emanate from a Person having legal jurisdiction over the Person or Persons or its or their business, undertaking, property or securities;

“Legal Actions” means any claims, actions, suits, demands, arbitrations, charges, indictments, hearings or other civil, criminal, administrative or investigative proceedings, or other investigations or examinations;

“Liquidnet Canada” means a marketplace operated by Liquidnet Canada Inc.;

“Matching Period” has the meaning ascribed thereto under the heading “The Combination Agreement — Covenants of the Parties — Covenants of MX Regarding Non-Solicitation and Fiduciary Out”;

“Material Adverse Effect” means any event, change or effect that is, or would reasonably be expected to be (individually or in the aggregate), material and adverse to the business, assets, properties, condition (financial or otherwise), results of operations of either TSX Group or MX, as the case may be, and their respective Subsidiaries (including, in the case of MX, CAREX and BOX) taken as a whole; except any such event, change or effect resulting from or arising in connection with:

(i)	any change in GAAP;
(ii)	any adoption, proposed implementation or change in applicable Law or any interpretation thereof by any Governmental Entity;
(iii)	any change or development in general economic, business, or regulatory conditions or in global financial or capital markets;
(iv)	any change or development in global, national or regional political conditions (including any act of terrorism or any outbreak of hostilities or war or any escalation or worsening thereof) or any natural disaster;
(v)	any change or development affecting the industries in which either of TSX Group or MX, as the case may be, and their respective Subsidiaries (including, in the case of MX, CAREX and BOX) operate;
(vi)	the announcement of the entering into of the Combination Agreement or of the Amalgamation and the consummation of the transactions contemplated herein;
(vii)	any change in the market price or trading volume of any securities of TSX Group or MX (it being understood that the causes underlying such changes in market price or trading volume may be taken into account in determining whether a Material Adverse Effect has occurred), or any suspension of trading in securities generally or on any securities exchange on which any securities of TSX Group or MX, as the case may be, trade;

provided, however, that any such event, change or effect referred to in clauses (ii), (iii), (iv) or (v) above does not primarily relate only to (or have the effect of primarily relating only to) TSX Group or MX, as the case may be, and their respective Subsidiaries (including, in the case of MX, CAREX and BOX) taken as a whole, or disproportionately adversely affect TSX Group or MX, as the case may be, and their respective Subsidiaries (including, in the case of MX, CAREX and BOX) taken as a whole, compared, in the latter case, to other companies of similar size operating in the industries in which TSX Group, MX and their respective Subsidiaries (including, in the case of MX, CAREX and BOX) operate;

“Maximum Cash Consideration” has the meaning ascribed thereto under the heading “The Amalgamation — Amalgamation Mechanics — Pro-ration”;

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“Maximum Share Consideration” has the meaning ascribed thereto under the heading “The Amalgamation — Amalgamation Mechanics — Pro-ration”;

“MCeX” means the Montréal Climate Exchange Inc.;

“Meeting” means the special general meeting of MX Shareholders (including any adjournment or postponement thereof) that is to be convened to consider and, if deemed advisable, to approve the Amalgamation;

“Meeting Materials” means the Notice of Special General Meeting, the Circular and the form of proxy for use in connection with the Meeting;

“MI 61-101” means Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions, which is currently anticipated to come into force in Québec, as of February 1, 2008, as Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions;

“MX” means Bourse de Montréal Inc.;

“MX Disclosure Letter” means the letter dated as of the date of the Combination Agreement delivered by MX to TSX Group prior to the execution of the Combination Agreement;

“MX Disclosure Record” means: (i) the non-offering prospectus of MX dated March 23, 2007; (ii) the audited consolidated financial statements of MX as at and for the fiscal years ended December 31, 2006 and 2005, including the notes thereto and the management’s discussion and analysis thereof; and (iii) the unaudited interim consolidated financial statements of MX as at and for the nine-month period ended September 30, 2007, including the notes thereto and the management’s discussion and analysis thereof;

“MX Employee Purchase Plan” means the employee share purchase plan adopted by MX on February 13, 2007, which became effective as of March 23, 2007;

“MX Financial Statements” means the audited consolidated financial statements of MX as at and for the year ended December 31, 2006 and unaudited interim consolidated financial statements of MX as at and for the nine-month period ended September 30, 2007 (including, in each case, any notes and schedules thereto) included in the MX Disclosure Record;

“MX Material Contracts” means all Contracts to which MX or any of its Subsidiaries (including CAREX) is a party or by which any of them is bound: (i) which involve aggregate future payments by or to any of them in excess of $500,000 in any 12-month period or which extend for a period of more than two years and are not terminable without penalty of less than $200,000; (ii) with any Governmental Entity (including licences); (iii) entered into since December 31, 2006, for the sale of securities or material assets of MX or any of its Subsidiaries (including CAREX), or for the acquisition of securities, material assets or material businesses of others (by merger, amalgamation, reorganization, arrangement or otherwise) or for the grant to any person of any preferential rights to purchase any of its material assets; (iv) which are indentures, credit agreements, security agreements, mortgages, hypothecs, guarantees, promissory notes and other Contracts relating to the borrowing of money in excess of $250,000; (v) under which MX or any if its Subsidiaries (including CAREX) has any liabilities to any (a) current director or officer of any of MX or any of its Subsidiaries (including CAREX) or any person that has served within the past two years as such or any of such Person’s immediate family members; (b) registered or beneficial owner of more than 5% of the MX Shares as of the date of the Combination Agreement; or (c) to the knowledge of MX, any Affiliate or Associate of any Person referred to in clauses (a) or (b) (other than MX or any if its Subsidiaries (including CAREX); and (vi) which are of the type referred to above and outside the ordinary and regular course of business;

“MX Nominees” means Messrs. Luc Bertrand, Jean Turmel, Laurent Verreault, Carmand Normand, and Ms. Denyse Chicoyne;

“MX Options” means options to purchase MX Shares outstanding and unexercised at any given date and granted under any stock option plans established by MX or any of its Subsidiaries, as the case may be, including the MX Stock Option Plan;

“MX Plans” means, collectively, all agreements, health, welfare, supplemental unemployment benefit, bonus, profit sharing, deferred compensation, stock purchase, stock compensation, disability, pension or retirement plans and other employee or director compensation or benefit plans, policies or arrangements which are maintained by MX or any of its Subsidiaries (including CAREX and, to the knowledge of MX, BOX) for the benefit of employees and former employees (including the MX Employee Purchase Plan and the MX Stock Option Plan);

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“MX Rights” means all outstanding options (other than MX Options) granted by MX or any of its Subsidiaries to acquire shares in the share capital of MX or any of its Subsidiaries, and other securities, rights, warrants, calls, instruments, shareholder agreements, voting trusts, voting agreements, pooling agreements, shareholder rights plans, agreements or commitments of any character whatsoever, written or verbal, (other than the Combination Agreement) established by MX or any of its Subsidiaries requiring the issuance, acquisition, sale or transfer by MX of any shares in the share capital of MX or any of its Subsidiaries or any securities convertible or exchangeable into, or exercisable for, shares in the share capital of MX or any of its Subsidiaries or entitling the holder thereof to acquire, or have a Legal Action against MX or any of its Subsidiaries in respect of, shares in the share capital of MX or any of its Subsidiaries or other securities of MX or any of its Subsidiaries;

“MX Shareholders” (individually, an “MX Shareholder”) means the registered or beneficial holders of the issued and outstanding MX Shares;

“MX Shares” (individually, an “MX Share”) means common shares in the share capital of MX;

“MX Stock Option Plan” means the stock option plan of MX for the benefit of officers and key employees of MX adopted by MX on February 13, 2007, which became effective as of March 23, 2007, as amended;

“NBF” means National Bank Financial Inc.;

“NGX” means Natural Gas Exchange, Inc.;

“Non-Registered Holder” means an MX Shareholder who is a beneficial owner (but not a registered owner) of the MX Shares;

“Notice Date” has the meaning ascribed thereto under the heading “The Combination Agreement — Covenants of the Parties — Covenants of MX Regarding Non-Solicitation and Fiduciary Out”;

“Notice of Meeting” means the Notice of Special General Meeting which accompanies this Management Proxy Circular;

“November Proposal” has the meaning ascribed thereto under the heading “The Amalgamation — Background to the Amalgamation”;

“NTP” means NetThruPut Inc.;

“NYMEX” means NYMEX Holdings, Inc.;

“Omega” means a marketplace operated by Perimeter Markets Inc.;

“OSC” means the Ontario Securities Commission, and any successor thereof;

“OTC” has the meaning ascribed thereto under the heading “Information Regarding MX — Overview”;

“Other Nominees” has the meaning ascribed thereto under the heading “MX and TSX Group After the Amalgamation — Governance and Business Continuity”;

“Oxen” means Oxen Inc., a wholly-owned subsidiary of NGX;

“Person” includes any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, Governmental Entity, syndicate or other entity, whether or not having legal status;

“POs” (individually, a “PO”) means participating organizations and member firms who have been accepted to trade on TSX and TSX Venture Exchange;

“Pro Forma Statements” has the meaning ascribed thereto under the heading “Selected Historical and Pro Forma Financial Information — Selected Unaudited Pro Forma Financial Information”;

“Prospectus” means MX’s non-offering prospectus dated March 23, 2007;

“Proxy Solicitation Agent” means Kingsdale Shareholder Services Inc.;

“Québec Approvals” means the Regulatory Approvals to be obtained from the AMF referred to in the MX Disclosure Letter, and the Amalco Recognition Order;

“Recognition Order” means AMF Decision No. 2003-C-0184 in respect of the recognition of Bourse de Montréal Inc. as a self-regulatory organization;

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“Record Date” means January 8, 2008, on which day each MX Shareholder of record at the close of business shall be entitled to receive notice of and vote at the Meeting;

“Registered Shareholder” means a holder of the MX Shares whose name appears on the records of MX as the registered holder of such MX Shares;

“Regulation Q-27” means Québec Regulation Q-27 respecting Protection of Minority Shareholders in the Course of Certain Transactions, as amended;

“Regulatory Approvals” (individually, a “Regulatory Approval”) means those sanctions, rulings, consents, orders, exemptions, permits, declarations, filings and other approvals (including the lapse, without objection, of a prescribed time under a statute, rule or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of Governmental Entities, as set forth in Schedule 1.1.77 of the Combination Agreement and in the MX Disclosure Letter;

“Remaining TSX Group Shares” has the meaning ascribed thereto under the heading “The Amalgamation — Amalgamation Mechanics — Fractional Shares”;

“Replacement Option” has the meaning ascribed thereto under the heading “The Amalgamation — Amalgamation Mechanics — Amalgamation”;

“Required Vote” means at least 662/3% of the votes cast by all MX Shareholders present in person or represented by proxy at the Meeting, each MX Share entitling the MX Shareholder thereof to one vote on the Amalgamation Resolution;

“Representatives” has the meaning ascribed thereto under the heading “The Combination Agreement — Covenants of the Parties — Covenants of MX Regarding Non-Solicitation and Fiduciary Out”;

“RS” means Market Regulation Services Inc.;

“Rule 144” means Rule 144 under the U.S. Securities Act;

“Rule 61-501” means OSC Rule 61-501 — Insider Bids, Issuer Bids, Business Combinations and Related Party Transactions, as amended;

“SEC” means the United States Securities and Exchange Commission;

“Securities Act” means the Securities Act (Québec), as amended;

“SEDAR” means the computer system for the transmission, receipt, acceptance, review and dissemination of documents filed in electronic format under National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR);

“Share Alternative” has the meaning ascribed thereto under the heading “The Amalgamation — Amalgamation Mechanics — Amalgamation”;

“Shorcan” means Shorcan Brokers Limited;

“Statutory share ownership restrictions” has the meaning ascribed thereto under the heading “Information Regarding TSX Group — Description of Share Capital of TSX Group — Statutory Restrictions on Ownership of TSX Group’s Voting Shares”;

“Subsidiary” (collectively, the “Subsidiaries”) with respect to any Person means any body corporate of which such Person is entitled to elect a majority of the board of directors thereof and shall include any other Person over which it exercises direction or control or which is in a like relation to such first Person;

“Superior Proposal” means a bona fide Acquisition Proposal made to MX in writing and duly authorized by the board of directors of the Person making the Acquisition Proposal: (i) to purchase or otherwise acquire, directly or indirectly (including by means of a take-over bid, amalgamation, plan of arrangement, business combination, purchase of assets (including transfer of assets in favour of an income trust) or similar transaction), all the outstanding MX Shares, or all the assets or revenues of MX on a consolidated basis; (ii) that was not solicited by MX or any of its representatives in contravention of MX’s non-solicitation obligations under the Combination Agreement; (iii) that, to the extent it offers cash consideration, for which any required financing is then committed; and (iv) that the Board of Directors determines in good faith (after consultation with financial advisors and after receiving advice of outside legal counsel with respect to the

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Board of Directors’ fiduciary duties), taking into account all legal, financial, regulatory and other aspects of such proposal and giving due consideration to the commitments set out in the Combination Agreement:

(a)	is reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of such proposal and the party making such proposal; and
(b)	would, if consummated in accordance with its terms and taking into account the completion risks as referred to in clause (a) above, result in a transaction that is more favourable from a financial point of view to MX Shareholders than the transaction contemplated by the Combination Agreement;

“Support and Voting Agreements” has the meaning ascribed thereto under the heading “The Amalgamation — Amalgamation Mechanics — MX Shareholder Approval Required for the Amalgamation”;

“Supporting MX Shareholders” means, collectively, Messrs. Luc Bertrand, Stephen Wayne Finch, Jean Turmel, and NYMEX; and “Supporting MX Shareholder” means any one of them;

“Target Completion Date” means June 30, 2008, or such later date as may be agreed to in accordance with the Combination Agreement;

“Tax” and “Taxes” includes any taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind whatsoever imposed by any Governmental Entity, including all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity in respect thereof, and including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, local, value-added, excise, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, health, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, countervail and antidumping, all license agreements, franchise and registration fees and all employment insurance, health insurance and Canada, Québec and other Governmental Entity pension plan premiums or contributions;

“Termination Fee” means $45.7 million, less any amounts previously paid by MX to TSX Group for reimbursement of expenses referred to under “The Combination Agreement — Expense Reimbursement”;

“Transmittal and Election Form” means the transmittal and election form accompanying this Circular (on yellow paper);

“TriAct MATCH Now” means a marketplace operated by TriAct Canada Marketplace LP;

“TSX” means Toronto Stock Exchange;

“TSX Group” means TSX Group Inc.;

“TSX Group Disclosure Letter” means the letter dated as of the date of the Combination Agreement delivered by TSX Group to MX prior to the execution of the Combination Agreement;

“TSX Group’s AIF” means the annual information form of TSX Group dated March 26, 2007;

“TSX Group Options” means the options to purchase TSX Group Shares outstanding and unexercised at any given date and granted under any stock option plans established by TSX Group and any of its subsidiaries, as the case may be, including the TSX Group stock option plan;

“TSX Group Recognition Order” means the decision from the OSC dated April 3, 2000, 23 O.S.C.B. 2495, as varied from time to time, in respect of the recognition of TSX Group as an exchange;

“TSX Group Shareholders” means the registered or beneficial holders of the issued and outstanding TSX Group Shares, from time to time;

“TSX Group Shares” (individually, a “TSX Group Share”) means common shares in the share capital of TSX Group;

“TSX Group Stock Option Plan” means the stock option plan of TSX Group adopted by the TSX Group board of directors on September 4, 2002, and the TSX Group Shareholders on October 22, 2002, as amended;

“TSX Group share restrictions” has the meaning ascribed thereto under the heading “Information Regarding TSX Group — Description of Share Capital of TSX Group — Share Ownership Restrictions in TSX Group’s Articles;

“TSX Newco A” means 1372434 Alberta ULC;

“TSX Newco B” means 9190-1983 Québec Inc.;

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“TSX Subco” means 9189-7058 Québec Inc.;

“Unaffected MX Share Price” has the meaning ascribed thereto under the heading “The Amalgamation — Reasons for the Board Recommendation”;

“Unexercised Option” has the meaning ascribed thereto under the heading “The Amalgamation — Amalgamation Mechanics — Amalgamation”;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated from time to time thereunder;

“U.S. Holder” has the meaning ascribed thereto under the heading “Certain Tax Considerations for MX Shareholders — Certain United States Federal Income Tax Considerations”;

“U.S. Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated from time to time thereunder; and

“Watt-Ex” means Alberta Watt Exchange Limited, a wholly-owned subsidiary of Oxen.

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LIST OF DOCUMENTS FILED WITH THE SEC

(1)	Bourse de Montréal Inc. Notice of Special General Meeting and Management Proxy Circular dated January 10, 2008;
(2)	Form of Proxy accompanying Bourse de Montréal Inc.’s Notice of Special General Meeting and Management Proxy Circular dated January 10, 2008;
(3)	Transmittal and Election Form accompanying Bourse de Montréal Inc.’s Notice of Special General Meeting and Management Proxy Circular dated January 10, 2008;
(4)	Amalgamation Agreement among TSX Group Inc., 9189-7058 Québec Inc., 1372434 Alberta ULC and Bourse de Montréal Inc., to which 9190-1983 Québec Inc. intervened, dated as of December 10, 2007, as amended and restated on January 10, 2008 (included as Appendix B to Bourse de Montréal Inc.’s Notice of Special General Meeting and Management Proxy Circular dated January 10, 2008);
(5)	Voting and Support Agreement in connection with TSX Group Inc.’s proposed combination with Bourse de Montréal Inc. between TSX Group Inc. and Mr. Luc Bertrand dated December 10, 2007;
(6)	Voting and Support Agreement in connection with TSX Group Inc.’s proposed combination with Bourse de Montréal Inc. between TSX Group Inc. and Mr. Stephen Wayne Finch dated December 10, 2007;
(7)	Voting and Support Agreement in connection with TSX Group Inc.’s proposed combination with Bourse de Montréal Inc. between TSX Group Inc. and Mr. Jean Turmel dated December 10, 2007;
(8)	Voting and Support Agreement in connection with TSX Group Inc.’s proposed combination with Bourse de Montréal Inc. between TSX Group Inc. and NYMEX Holdings Inc. dated December 12, 2007;
(9)	Combination Agreement dated as of December 10, 2007 between Bourse de Montréal Inc. and TSX Group Inc., as amended on January 10, 2008;
(10)	Audited consolidated financial statements of Bourse de Montréal Inc. for the years ended December 31, 2006, 2005 and 2004, together with the accompanying report of the auditor thereon and the notes thereto, as contained on pages F-3 to F-30 of Bourse de Montréal Inc.’s non-offering prospectus dated March 23, 2007;
(11)	Unaudited consolidated financial statements of Bourse de Montréal Inc. as at September 30, 2007 and for the three-month and nine-month periods ended September 30, 2007 and 2006, together with the notes thereto;
(12)	The section entitled “Risk Factors” contained on pages 97 to 109 of Bourse de Montréal Inc.’s non-offering prospectus dated March 23, 2007;
(13)	Material change report of Bourse de Montréal Inc. dated December 14, 2007;
(14)	Annual information form of TSX Group Inc. dated March 26, 2007;
(15)	Audited consolidated financial statements of TSX Group Inc., together with the accompanying report of the auditors, as at December 31, 2006 and 2005 and for the fiscal years ended December 31, 2006 and 2005;
(16)	Unaudited interim consolidated financial statements of TSX Group Inc. as at September 30, 2007 and for the three-month and nine-month periods ended September 30, 2007 and 2006;
(17)	Management’s discussion and analysis of financial condition and results of operations of TSX Group Inc. for the fiscal year ended December 31, 2006;
(18)	Management’s discussion and analysis of financial condition and results of operations of TSX Group Inc. for the three-month and nine-month periods ended September 30, 2007;
(19)	Notice of annual and special meeting of TSX Group shareholders and management proxy circular of TSX Group Inc. dated April 25, 2007;
(20)	Material change report of TSX Group Inc. dated December 13, 2007;
(21)	Material change report of TSX Group Inc. dated January 8, 2008;
(22)	Consents of KPMG LLP; and
(23)	Power of Attorney.

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APPENDIX A — AMALGAMATION RESOLUTION

RESOLUTION OF THE SHAREHOLDERS OF

BOURSE DE MONTRÉAL INC. / MONTRÉAL EXCHANGE INC.

(the “Company”)

WHEREAS by agreement dated December 10, 2007, as amended on January 10, 2008 (the “Combination Agreement”) between the Company and TSX Group Inc. (“TSX”), the Company agreed that it would amalgamate with 9189-7058 Québec Inc. (“SubCo”);

RESOLVED THAT the following by-law adopted by the Board of Directors of the Company on January 10, 2008, be and is hereby confirmed as By-Law No. 2008-1 of the Company:

“BY-LAW 2008-1

1.	THAT the Company be and is hereby authorized to amalgamate with SubCo and to continue their existence as one company under the name of BOURSE DE MONTRÉAL INC. (and its version MONTRÉAL EXCHANGE INC.), the whole pursuant to the provisions of section 123.115 et seq of the Companies Act (Québec) and subject to the terms and conditions set forth in the Combination Agreement and the Amended and Restated Amalgamation Agreement by and among SubCo, the Company, TSX and 1372434 Alberta ULC, with the intervention of 9190-1983 Québec Inc. (the “Amalgamation Agreement”), a copy of which is attached hereto; and
2.	THAT the Company be and hereby is authorized to enter into the Amalgamation Agreement pursuant to Section 123.122 of the Companies Act (Québec), the form of which has been reviewed by the Board of Directors and is hereby approved, with all such additions, deletions or other changes as may be deemed appropriate or necessary by the Authorized Signatory (as defined below), including such additions, deletions or changes as may be required to obtain all necessary approvals, such execution and delivery to be conclusive evidence of the authority of such Authorized Signatory in so doing and of such Authorized Signatory’s approval of such additions, deletions or other changes to such Amalgamation Agreement; and
3.	THAT any one of the President and Chief Executive Officer, the Chief Financial Officer and the Vice-President, Legal Affairs and Secretary, acting alone, (an “Authorized Signatory”) be and each hereby is authorized and directed for and on behalf and in the name of the Company to sign, execute and deliver, in the name of and on behalf of the Company the Amalgamation Agreement, with such additions, deletions or other changes as such Authorized Signatory deems appropriate or necessary, including such additions, deletions or changes as may be required to obtain all necessary approvals, such execution and delivery to be conclusive evidence of the authority of such Authorized Signatory in so doing and of such Authorized Signatory’s approval of such additions, deletions or other changes to such Amalgamation Agreement; and
4.	THAT any director of the Company be and each hereby is authorized and directed for and on behalf and in the name of the Company to execute and deliver the articles of amalgamation pursuant to the Companies Act (Québec); and
5.	THAT any director of SubCo be and is hereby authorized, for and on behalf of the Company, upon satisfaction or waiver of all the conditions specified in the Combination Agreement and provided that the Amalgamation Agreement has not otherwise been terminated, to file articles of amalgamation, amalgamating the Company with SubCo and continuing their existence as one company under the name of BOURSE DE MONTRÉAL INC. (and its version MONTRÉAL EXCHANGE INC.), with the enterprise registrar; and
6.	THAT the Company be and hereby is, and any officer or director of the Company for and on behalf and in the name of the Company be and each hereby is, authorized and directed to do all such acts and things, and to sign and execute all such documents, instruments and agreements, and, where necessary or appropriate, cause to be filed with the appropriate governmental and regulatory authorities, all of such instruments, documents, certificates, contracts, agreements, registrations, receipts or other papers, in the name and on behalf of the Company, to incur and pay all sums of money, including the payment of all fees and expenses, and to engage persons, as any officer or director of the Company may deem necessary or advisable in order to give effect to and carry out any matters authorized by the foregoing and to implement the transactions contemplated by the Combination Agreement and the Amalgamation Agreement, subject to the further approval by the Board of all documents as may be necessary in the context of the convening and holding of the special meeting of the

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Company’s shareholders as contemplated in the Combination Agreement, the execution and delivery of such documents and the taking of any such action on behalf of the Company to constitute conclusive evidence of the officer’s or director’s approval thereof and such person’s authority to do so; and

7.  THAT By-Law 2007-1 be and is hereby repealed.”

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APPENDIX B — AMALGAMATION AGREEMENT

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AMENDED AND RESTATED AMALGAMATION AGREEMENT

AMENDED AND RESTATED AMALGAMATION AGREEMENT made as of the 10th day of January, 2008

AMONG:	9189-7058 QUÉBEC INC., a company incorporated under the laws of the Province of Québec having its registered office in the City of Montréal, Province of Québec, herein acting and represented by Michael Ptasznik, duly authorized for all purposes hereof (hereinafter referred to as “TSX Subco”)
AND:	BOURSE DE MONTRÉAL INC./ MONTRÉAL EXCHANGE INC., a company incorporated under the laws of the Province of Québec having its registered office in the City of Montréal, Province of Québec, herein acting and represented by Luc Bertrand, duly authorized for all purposes hereof (hereinafter referred to as “MX”)
AND:	TSX GROUP INC., a company incorporated under the laws of the Province of Ontario having its registered office in the City of Toronto, Province of Ontario, herein acting and represented by Michael Ptasznik, duly authorized for all purposes hereof (hereinafter referred to as “TSX”)
AND:	1372434 ALBERTA ULC, a company incorporated under the laws of the Province of Alberta having its registered office in the City of Calgary, Province of Alberta, herein acting and represented by Michael Ptasznik, duly authorized for all purposes hereof (hereinafter referred to as “TSX Newco”)

WHEREAS TSX Subco, MX, TSX and 9190-1983 Québec Inc. (“9190”) entered into an amalgamation agreement on December 10, 2007 (the “Original Amalgamation Agreement”);

WHEREAS TSX Subco was incorporated under Part IA of the Companies Act (Québec) by certificate and articles of incorporation dated November 26, 2007;

WHEREAS MX was incorporated under Part IA of the Companies Act (Québec) by certificate and articles of incorporation dated September 29, 2000, which has been amended by certificate of amendment dated February 24, 2006;

WHEREAS the authorized capital of TSX Subco consists of (i) an unlimited number of class A common shares, (ii) an unlimited number of class B common shares, (iii) an unlimited number of class A preferred shares, (iv) an unlimited number of class B preferred shares, (v) an unlimited number of class C preferred shares and (vi) an unlimited number of class D preferred shares, all without par value, of which one (1) class A common share has been issued and alloted and is outstanding as fully paid and non-assessable and 428,200,000 class B common shares will be issued and allotted and outstanding as fully paid and non-assessable prior to the Amalgamation (as such term is defined below);

WHEREAS the authorized capital of MX consists of (i) an unlimited number of preferred shares issuable in series and (ii) an unlimited number of common shares, all without par value, of which 30,655,683.334 common shares have been issued and allotted and are outstanding as at the date hereof as fully paid and non-assessable;

WHEREAS TSX and MX have entered into a combination agreement dated December 10, 2007, as amended by an Amendment to the Combination Agreement dated as of the date hereof, with respect to the transactions contemplated herein (the “Combination Agreement”);

WHEREAS, as contemplated in the Combination Agreement, TSX Subco and MX, availing themselves of Part IA of the Companies Act (Québec), wish to amalgamate on the terms and conditions set forth herein and in the Combination Agreement;

WHEREAS the requirements of section 123.116 of the Companies Act (Québec) will be satisfied by Amalco (as defined below);

WHEREAS 9190 transferred, on the date hereof, its class A common share of TSX Subco to TSX Newco;

WHEREAS TSX Newco wishes to replace 9190 as a party to the Original Amalgamation Agreement;

WHEREAS TSX Subco, MX, TSX and TSX Newco wish to amend and restate the Original Amalgamation Agreement in its entirety as set out herein;

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NOW THEREFORE this Agreement witnesses that, in consideration of the respective covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE 1
INTERPRETATION

1.1  Definitions

In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the following meanings, respectively:

1.1.1	“Amalco” means Bourse de Montréal Inc./ Montréal Exchange Inc., the company resulting from the Amalgamation;
1.1.2	“Amalgamation” means the amalgamation between TSX Subco and MX under Part IA of the Companies Act giving effect to the transactions described in this Agreement;
1.1.3	“Articles of Amalgamation” means the articles confirming the Amalgamation required under the Companies Act to be filed with the Enterprise Registrar, substantially in the form attached hereto as Schedule A;
1.1.4	“Business Day” means any day on which commercial banks are generally open for business in Montréal, Québec, and Toronto, Ontario other than a Saturday, a Sunday or a day observed as a holiday in Montréal, Québec, or Toronto, Ontario under applicable Laws;
1.1.5	“Cash Alternative” has the meaning ascribed thereto in Section 5.1.1(c);
1.1.6	“Certificate of Amalgamation” means the certificate issued by the Enterprise Registrar attesting the Amalgamation pursuant to Section 123.119 of the Companies Act;
1.1.7	“Circular” means the notice of the MX Meeting and accompanying management information circular in the French and English languages, including all schedules thereto, to be prepared and sent by MX to MX Shareholders in connection with the MX Meeting;
1.1.8	“Class A Common Shares” (individually, a “Class A Common Share”) means the class A common shares in the share capital of Amalco;
1.1.9	“Class B Common Shares” (individually, a “Class B Common Share”) means the class B common shares in the share capital of Amalco;
1.1.10	“Class C Common Shares” (individually, a “Class C Common Share”) means the class C common shares in the share capital of Amalco;
1.1.11	“Combination Agreement” has the meaning ascribed thereto in the preamble of this Agreement;
1.1.12	“Companies Act” means the Companies Act (Québec) as now in effect and as it may be amended from time to time prior to the Effective Date;
1.1.13	“Depository” means CIBC Mellon Trust Company;
1.1.14	“Effective Date” means the date shown on the Certificate of Amalgamation;
1.1.15	“Enterprise Registrar” means the enterprise registrar acting under the Companies Act;
1.1.16	“Exchange Ratio” means 0.7784 TSX Share for each MX Share;
1.1.17	“Governmental Entity” (collectively, the “Governmental Entities”) means any: (i) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign; (ii) any subdivision, agent, commission, board, or authority of any of the foregoing; or (iii) any quasi-governmental, private or self-regulatory body or organization or stock exchange exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing;
1.1.18	“Issued and Paid-up Share Capital” means the issued and paid-up share capital as determined under the Companies Act;
1.1.19	“Laws” (individually, a “Law”) means all laws, statutes, codes, ordinances, decrees, rules, regulations, by-laws, statutory rules, principles of law, published policies and guidelines, judicial or arbitral or administrative

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or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards and terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity and the term “applicable” with respect to such Laws and in the context that refers to one or more Persons, means that such Laws apply to such Person or Persons or its or their business, undertaking, property or securities and emanate from a Person having legal jurisdiction over the Person or Persons or its or their business, undertaking, property or securities;

1.1.20	“Letter of Transmittal” means the form of letter of transmittal enclosed with the Circular;
1.1.21	“Maximum Cash Consideration” has the meaning ascribed thereto at Section 5.1.1(c);
1.1.22	“Maximum Share Consideration” has the meaning ascribed thereto at Section 5.1.1(c);
1.1.23	“MX Meeting” means the special meeting of MX Shareholders (including any adjournment or postponement thereof contemplated by the Combination Agreement) that is to be convened to consider and, if deemed advisable, to approve the Amalgamation;
1.1.24	“MX Shareholders” (individually, a “MX Shareholder”) means the registered or beneficial holders of the issued and outstanding MX Shares, from time to time;
1.1.25	“MX Shares” (individually, a “MX Share”) means common shares in the share capital of MX;
1.1.26	“Person” includes any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, Governmental Entity, syndicate or other entity, whether or not having legal status;
1.1.27	“Redeemable Shares” means the redeemable preferred shares in the share capital of Amalco;
1.1.28	“Remaining TSX Shares” has the meaning ascribed thereto in Section 5.1.3;
1.1.29	“Share Alternative” has the meaning ascribed thereto in Section 5.1.1(c);
1.1.30	“Tax” and “Taxes” includes any taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind whatsoever imposed by any Governmental Entity, including all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity in respect thereof, and including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, local, value-added, excise, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, health, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, countervail and antidumping, all license agreements, franchise and registration fees and all employment insurance, health insurance and Canada, Quebec and other Governmental Entity pension plan premiums or contributions;
1.1.31	“TSX Shares” (individually, a “TSX Share”) means common shares in the share capital of TSX; and
1.1.32	“Value” has the meaning ascribed thereto in Section 5.1.1(d).

1.2  Interpretation Not Affected by Headings, etc.

The division of this Agreement into Articles, Sections, Schedules and other portions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof. Unless otherwise indicated, all references to an “Article”, “Section” or “Schedule” followed by a number and/or a letter refer to the specified Article, Section or Schedule of this Agreement. The terms “this Agreement”, “hereof”, “herein” and “hereunder” and similar expressions refer to this Agreement (including the Schedules hereto) and not to any particular Article, Section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto.

1.3  Currency

All sums of money referred to in this Agreement are expressed in Canadian dollars.

1.4  Number, etc.

Unless the context otherwise requires, words importing the singular shall include the plural and vice versa and words importing any gender shall include all genders.

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1.5  Date For Any Action

In the event that any date on which any action is required to be taken hereunder by any of the parties hereto is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

ARTICLE 2
AMALGAMATION

2.1  Amalgamation

TSX Subco and MX hereby agree to amalgamate and to continue as one company effective from the Effective Date pursuant to the provisions of Part IA of the Companies Act, on the terms and conditions set forth herein and in the Combination Agreement.

2.2  Contribution of TSX Subco and MX

2.2.1	Upon the Amalgamation, TSX Subco shall contribute to Amalco all its property and assets, subject to all its liabilities.
2.2.2	Upon the Amalgamation, MX shall contribute to Amalco all its property and assets, subject to all its liabilities.

2.3  Rights and Obligations

From the Effective Date, Amalco will (a) possess all of the property, rights and assets of TSX Subco and MX, and (b) assume all of their obligations.

2.4  Name

The name of Amalco shall be “Bourse de Montréal Inc.” in the French language form and “Montréal Exchange Inc.” in the English language form.

2.5  Head Office

The head office of Amalco shall be situated in the Judicial District of Montréal, Province of Québec and the address of its head office shall be Tour de la Bourse, 4th Floor, 800 Victoria Square, Montréal, H4Z 1A9, Province of Québec.

2.6  Activities

There shall be no limitations on the activities of Amalco.

2.7  Share Capital

2.7.1	The authorized share capital of Amalco shall consist of an unlimited number of (i) Class A Common Shares, without par value, (ii) Class B Common Shares, without par value, (iii) Class C Common Shares, without par value, and (iv) Redeemable Shares, without par value; and
2.7.2	The rights, privileges, conditions and restrictions attached to the Class A Common Shares, Class B Common Shares, Class C Common Shares and Redeemable Shares are described in Appendix 1 of the draft Articles of Amalgamation attached hereto as Schedule A.

2.8  Restrictions on Transfer and Other Provisions

The restrictions on transfer of shares and the other provisions attached thereto are described in Appendix 2 and Appendix 3 of the draft Articles of Amalgamation attached hereto as Schedule A.

2.9  By-Laws

The by-laws of Amalco shall be in the form attached hereto as Schedule B, subject to such changes as are required or useful to give effect to the transaction contemplated by the Combination Agreement, including to obtain all necessary approvals, and which are acceptable to the parties, acting reasonably.

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ARTICLE 3
BOARD OF DIRECTORS

3.1  Board of Directors

The board of directors of Amalco shall consist of a minimum of three and a maximum of twenty-four directors. The initial board of directors of Amalco shall consist of four directors who shall be the persons whose names, occupations and addresses are set out below:

Name	Occupation	Address
Wayne C. Fox	Chair of TSX and Corporate Director	Oakville, Ontario
John P. Mulvihill	Chairman of Mulvihill Capital Management Inc.	Toronto, Ontario
Jean Turmel	President of Perseus Capital inc.	Outremont, Québec
Luc Bertrand	President and Chief Executive Officer of MX	Baie d’Urfé, Québec

ARTICLE 4
ARTICLES OF AMALGAMATION

4.1  Subscription to class B common shares of TSX Subco and filing of the Articles of Amalgamation

Subject to the confirmation of a by-law approving this Agreement by MX Shareholders at the MX Meeting in accordance with the Companies Act and other applicable Laws and provided that the conditions specified in the Combination Agreement have been satisfied or waived and provided further that this Agreement has not otherwise been terminated, TSX Subco shall as soon as reasonably practicable thereafter complete the Amalgamation and file with the Enterprise Registrar the Articles of Amalgamation pursuant to the Companies Act and such other documents as may be required pursuant to the Companies Act.

On the Business Day preceding the filing of the Articles of Amalgamation with the Enterprise Registrar, TSX Newco shall subscribe to 428,200,000 class B common shares of TSX Subco. Following such subscription, there shall be one (1) class A common share and 428,200,000 class B common shares of TSX Subco issued and outstanding as fully paid and non-assessable.

ARTICLE 5
AMALGAMATION EVENTS

5.1  Amalgamation Events

5.1.1  On the Effective Date:

(a)	the one (1) issued and outstanding class A common share, having no par value, of TSX Subco shall be converted into one (1) issued and fully paid and non-assessable Class A Common Share, such Class A Common Share having an Issued and Paid-up Share Capital equal to the Issued and Paid-up Share Capital of the presently issued and fully paid class A common share of TSX Subco;
(b)	each issued and outstanding class B common share, having no par value, of TSX Subco shall be converted share for share into one (1) issued and fully paid and non-assessable Class B Common Share;
(c)	the MX Shares outstanding immediately prior to the Effective Date shall, at the election of each holder thereof, either be: (i) cancelled and the holder thereof shall receive in exchange such number of duly authorized, fully-paid and non-assessable TSX Shares equal to the product of the number of such MX Shares held by such holder multiplied by the Exchange Ratio (the “Share Alternative”); or (ii) converted into such number of duly authorized, fully-paid and non-assessable Redeemable Shares as is equal to the number of such MX Shares held by such holder, which Redeemable Shares shall be redeemed immediately following the Amalgamation by Amalco in consideration for $39 per share (the “Cash Alternative”), in each case subject to pro-ration as provided below; provided that: (x) no fractional TSX Shares will be issued under the Amalgamation, and any resulting fractional TSX Share shall be rounded down, to the closest whole number, and the MX Shareholder will receive the net cash proceeds of such fractional TSX Share as set forth in Section 5.1.3; (y) the maximum number of Redeemable Shares issuable to MX Shareholders under the Amalgamation will be 10,979,487 Redeemable Shares and the maximum amount of cash payable by Amalco on redemption of

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Redeemable Shares shall be $428,200,000 (the “Maximum Cash Consideration”); and (z) the maximum number of TSX Shares issuable to MX Shareholders under the Amalgamation will be 15,346,000 TSX Shares (the “Maximum Share Consideration”).

Any MX Shareholder who fails to complete a Letter of Transmittal and notice of guaranteed delivery, if applicable, or who does not properly elect either the Share Alternative or the Cash Alternative in the Letter of Transmittal and notice of guaranteed delivery, if applicable, with respect to any MX Shares deposited by such MX Shareholder in connection with the Amalgamation will be deemed to have elected the Cash Alternative.

If the aggregate cash consideration that would otherwise be payable by Amalco to MX Shareholders upon redemption of the Redeemable Shares who elect (or are deemed to have elected) the Cash Alternative in respect of their MX Shares exceeds the Maximum Cash Consideration, the amount of cash consideration available to those MX Shareholders who have so elected (or are deemed to have elected) the Cash Alternative will be allocated pro-rata (on a per share basis) among such MX Shareholders in an amount equal to the aggregate amount of the cash sought by each such MX Shareholder upon redemption of the Redeemable Shares who so elected (or is deemed to have elected) the Cash Alternative multiplied by a fraction, the numerator of which is the Maximum Cash Consideration, and the denominator of which is the aggregate amount of cash consideration sought by those MX Shareholders upon redemption of the Redeemable Shares who elected (or are deemed to have elected) the Cash Alternative in respect of their MX Shares, and each such MX Shareholder will receive TSX Shares as consideration for any cash balance which exceeds the amount of cash so allocated to the MX Shareholder, the number of such TSX Shares being the quotient of (i) the total cash balance divided by (ii) $50.10, and, with respect to any resulting fractional TSX Share, the MX Shareholder will receive the net cash proceeds of such fractional TSX Share as set forth in Section 5.1.3.

If the number of TSX Shares that would otherwise be issuable to MX Shareholders who elect the Share Alternative in respect of their MX Shares exceeds the Maximum Share Consideration, the number of TSX Shares available to those MX Shareholders who have so elected the Share Alternative will be allocated pro-rata (on a per share basis) among such MX Shareholders in an amount equal to the number of TSX Shares sought by each such MX Shareholder who so elected the Share Alternative multiplied by a fraction, the numerator of which is the Maximum Share Consideration and the denominator of which is the aggregate number of TSX Shares sought by those MX Shareholders who elected the Share Alternative in respect of their MX Shares in connection with the Amalgamation, rounded down to the nearest whole number, and each such MX Shareholder will receive Redeemable Shares as consideration for any balance which exceeds the number of TSX Shares allocated to the MX Shareholder (or cash in lieu of any fractional Redeemable Share that the MX Shareholder would otherwise have received pursuant to this paragraph), the number of such Redeemable Shares being the quotient of (i) the number of such balance of TSX Shares divided by (ii) the Exchange Ratio.

(d)  in consideration for the issuance by TSX of TSX Shares to MX Shareholders as provided in paragraph (c) above, Amalco shall cause TSX Newco to issue to TSX, in consideration for Amalco issuing to TSX Newco such number of Class C Common Shares as represents the value (the “Value”) of the TSX Shares so issued to MX Shareholders, such number of class B preferred shares of TSX Newco having a total value of $100,000,000 and such number of class A common shares of TSX Newco as represents the balance of the Value.

5.1.2  Issued and Paid-up Share Capital

(a)  the amount to be added to the Issued and Paid-up Share Capital maintained in respect of the Class C Common Shares in connection with the issuance of Class C Common Shares by Amalco under the Amalgamation under 5.1.1(d) above on the Effective Date shall be obtained by:

(i)  adding together the Issued and Paid-up Share Capital of the issued and outstanding MX Shares and the Issued and Paid-up Share Capital of the class B common shares of TSX Subco immediately prior to the Amalgamation;

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(ii)	deducting from the sum obtained under subparagraph (i) above an amount equal to the aggregate of the amount added to the Issued and Paid-up Share Capital of the Redeemable Shares issued under paragraph 5.1.1(c) above, as determined in paragraph 5.1.2(c) below; and
(iii)	multiplying the difference calculated under subparagraph (i) and subparagraph (ii) above by the ratio of the number of Class C Common Shares being issued under the Amalgamation to the total number of Class B Common Shares and Class C Common Shares being issued under the Amalgamation.

(b)  the amount to be added to the Issued and Paid-up Share Capital maintained in respect of the Class B Common Shares in connection with the issuance of Class B Common Shares by Amalco under the Amalgamation under 5.1.1(b) above on the Effective Date shall be obtained by:

(i)	adding together the Issued and Paid-up Share Capital of the issued and outstanding MX Shares and the Issued and Paid-up Share Capital of the class B common shares of TSX Subco immediately prior to the Amalgamation;
(ii)	deducting from the sum obtained under subparagraph (i) above an amount equal to the aggregate of the amount added to the Issued and Paid-up Share Capital of the Redeemable Shares issued under paragraph 5.1.1(c) above, as determined in paragraph 5.1.2(c) below; and
(iii)	multiplying the difference calculated under subparagraph (i) and subparagraph (ii) above by the ratio of the number of Class B Common Shares being issued under the Amalgamation to the total number of Class B Common Shares and Class C Common Shares being issued under the Amalgamation.

(c)	the amount to be added to the Issued and Paid-up Share Capital maintained in respect of the Redeemable Shares in connection with the issuance of Redeemable Shares under the Amalgamation under paragraph 5.1.1(c) above on the Effective Date shall be $39 per Redeemable Share.
(d)	for the purposes of the Income Tax Act (Canada) and any similar provincial enactment, the aggregate paid-up capital of Amalco shall be allocated first to the Redeemable Shares to the extent of $39 per Redeemable Share, then to the Class A Common Share to the extent of the paid-up capital of the presently issued and fully paid class A common share of TSX Subco and the balance to be allocated between the Class B Common Shares and Class C Common shares in proportion to the number of Class B Common Shares and Class C Common Shares being issued under the Amalgamation.
(e)	notwithstanding paragraph 5.1.2(c) above, if subsection 87(3) or any other provision of the Income Tax Act (Canada) would otherwise be applicable with the result that the amount of paid-up capital for the Redeemable Shares as determined for the purposes of the Income Tax Act (Canada) would be less than $39 per share, paragraph 5.1.2(c) above shall be read as if the reference therein to the amount of $39 was a reference to the amount that will result in such paid-up capital being equal to $39 per share taking into account subsection 87(3) or such other relevant provision of the Income Tax Act (Canada) and the amount that would otherwise be credited to the Issued and Paid-up Share Capital of the Class B Common Shares as determined by paragraph 5.1.2(b) above and, if necessary, the amount that would otherwise be credited to the Issued and Paid-up Share Capital of the Class C Common Shares as determined by paragraph 5.1.2(a) above, shall be reduced by the amount necessary to achieve this result.

5.1.3

In order to replace the fractional TSX Shares that would have otherwise been issued to MX Shareholders, TSX will distribute to the Depository, as agent for the MX Shareholders, such number of TSX Shares (the “Remaining TSX Shares”) as represents the sum of the fractional TSX Shares to which the MX Shareholders are otherwise entitled, rounded up to the next whole number of Remaining TSX Shares, and the Depository, as agent for the MX Shareholders, shall, as expeditiously as is commercially reasonable thereafter, sell the Remaining TSX Shares through the facilities of the Toronto Stock Exchange and pay the net proceeds of such sales, after brokerage sales commissions, to those MX Shareholders who are entitled to receive a fractional TSX Share based on their respective entitlements to Remaining TSX Shares.

5.1.4

Amalco or the Depository shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as Amalco or the Depository are required to deduct and withhold with respect to the making of such payment under any provision of federal, provincial, state, local or other Tax Law of any applicable country or jurisdiction. To the extent that amounts are so withheld and paid over to

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the appropriate Governmental Entity by Amalco or the Depository, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the MX Shareholders in respect of which such deduction and withholding was made by Amalco or the Depository.

5.2  Redemption of Redeemable Shares

Each Redeemable Share issued pursuant to this Amalgamation Agreement shall be automatically redeemed by Amalco immediately following the Amalgamation. No certificates for the Redeemable Shares shall be issued to holders.

ARTICLE 6
TERMINATION

6.1  Termination

Without prejudice to any other rights or recourses of the parties hereto and notwithstanding any other provision hereof, this Agreement shall automatically terminate, without notice, immediately upon the termination of the Combination Agreement, and be of no further force or effect.

ARTICLE 7
GENERAL

7.1  Cooperation / Further Assurances

Each of the parties hereto agrees to cooperate in good faith and to take all reasonable steps and actions after the date hereof, as are not adverse to the party requested to take any such step or action, to complete the Amalgamation and the other transactions contemplated hereby. Each party hereto shall, from time to time, and at all times hereafter, at the request of another party hereto, but without further consideration, do all such further acts and execute and deliver all such further documents and instruments as shall be reasonably required in order to fully perform, carry out or better evidence the terms and intent hereof.

7.2  Governing Law

This Agreement shall be governed by and construed in accordance with the Laws of the Province of Québec and the Laws of Canada applicable therein.

7.3  Forum; Jurisdiction

The parties hereby submit to the non-exclusive jurisdiction of the competent court in the judicial district of Montréal, Province of Québec for any dispute, disagreement, controversy or claim arising out of or in connection with the transactions contemplated by this Agreement.

7.4  Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall be deemed to constitute one and the same instrument.

7.5  Time

Time shall be of the essence of this Agreement.

7.6  Amendments

This Agreement may not be modified, amended, altered or supplemented except in the manner contemplated herein and upon the execution and delivery of a written agreement executed by all parties.

7.7  Language

The Parties expressly acknowledge that they have requested that this Agreement and all ancillary and related documents thereto be drafted in the English language only. Les parties aux présentes reconnaissent avoir exigé que la présente entente et tous les documents qui y sont accessoires soient rédigés en anglais seulement.

(Signatures on next page)

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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first written above.

9189-7058 QUÉBEC INC.

Per:  (signed) Michael Ptasznik

Michael Ptasznik

Director

BOURSE DE MONTRÉAL INC./ MONTRÉAL

EXCHANGE INC.

Per:  (signed) Luc Bertrand

Luc Bertrand

President and Chief Executive Officer

TSX GROUP INC.

Per:  (signed) Michael Ptasznik

Michael Ptasznik

Co-Chief Executive Officer

1372434 ALBERTA ULC

Per:  (signed) Michael Ptasznik

Michael Ptasznik

Director

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INTERVENTION

The undersigned hereby intervenes in this Agreement, acknowledges having taken cognizance of this Agreement and does hereby accept the terms hereof.

9190-1983 QUÉBEC INC.

Per:  (signed) Michael Ptasznik

Michael Ptasznik

Director

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SCHEDULE A

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APPENDIX 1 TO THE ARTICLES OF AMALGAMATION
OF BOURSE DE MONTRÉAL INC./ MONTRÉAL EXCHANGE INC.

DESCRIPTION OF SHARE CAPITAL

The company resulting from the amalgamation (the “Company”) between 9189-7058 Québec Inc. (“TSX Subco”) and Bourse de Montréal Inc./Montréal Exchange Inc. (“MX”) (the “Amalgamation”) is authorized to issue an:

Unlimited number of class A common shares without par value (the “Class A Common Shares”); Unlimited number of class B common shares without par value (the “Class B Common Shares”); Unlimited number of class C common shares without par value (the “Class C Common Shares”); and Unlimited number of redeemable preferred shares without par value (the “Redeemable Shares”);

I.  The Class A Common Shares, Class B Common Shares and Class C Common Shares shall have attached thereto the following rights, privileges, restrictions and conditions:

(a)	Each Class A Common Share and each Class B Common Share shall entitle the holder thereof to one (1) vote at all meetings of the shareholders of the Company (except meetings at which only holders of another specified class of shares are entitled to vote pursuant to the provisions hereof or pursuant to the provisions of the Companies Act (hereinafter referred to as the “Act”)). The holders of the Class C Common Shares shall not be entitled to receive notice of, nor to attend or vote at meetings of the shareholders of the Company (except as required by the provisions hereof or by the Act).
(b)	The holders of the Class A Common Shares shall be entitled to receive non-cumulative dividends, as and when declared by the board of directors, subject to the rights, privileges, restrictions and conditions attaching to the Redeemable Shares and to any other class of shares ranking prior to the Class A Common Shares. Any dividends paid on the Class A Common Shares, when paid in money, shall be payable only in the lawful currency of Canada.
(c)	The board of directors may, in its discretion, declare dividends on the Class A Common Shares without having to concurrently declare dividends on the Class B Common Shares or on the Class C Common Shares.
(d)	The holders of the Class B Common Shares shall be entitled to receive non-cumulative dividends, as and when declared by the board of directors, subject to the rights, privileges, restrictions and conditions attaching to the Redeemable Shares and to any other class of shares ranking prior to the Class B Common Shares. Any dividends paid on the Class B Common Shares, when paid in money, shall be payable only in the lawful currency of Canada or in the lawful currency of the United States of America.
(e)	The board of directors may, in its discretion, declare dividends on the Class B Common Shares without having to concurrently declare dividends on the Class A Common Shares or on the Class C Common Shares.
(f)	The holder or holders of issued and outstanding Class B Common Shares shall have the option to convert all or part of their Class B Common Shares into Class A Common Shares, at the rate of one (1) Class A Common Share for each Class B Common Share converted.
(g)	The holder or holders of Class B Common Shares who wish to convert their shares into Class A Common Shares shall submit to the head office of the Company or the office of its transfer agent a written notice indicating the number of Class B Common Shares they wish to convert. Certificates representing Class B Common Shares submitted for conversion shall be attached to the notice which shall bear the signature of the persons mentioned in the register of securities of the Company as being the holders of the shares, or the signature of their duly authorized representatives. Upon receipt of the above-mentioned notice and certificates, the Company shall issue a certificate representing the Class A Common Shares resulting from the conversion. In the event of partial conversion of Class B Common Shares represented by the certificates tendered, the Company shall issue without charge a new certificate representing the Class B Common Shares which were not converted.
(h)	On the date of conversion, the converted Class B Common Shares shall automatically become Class A Common Shares and the Company shall modify its issued and paid-up share capital account maintained for the Class A Common Shares and the Class B Common Shares according to the provisions of the Act.

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(i)	The holders of the Class C Common Shares shall be entitled to receive non-cumulative dividends, as and when declared by the board of directors, subject to the rights, privileges, restrictions and conditions attaching to the Redeemable Shares and to any other class of shares ranking prior to the Class C Common Shares. Any dividends paid on the Class C Common Shares, when paid in money, shall be payable in the currency of any country.
(j)	The board of directors may, in its discretion, declare dividends on the Class C Common Shares without having to concurrently declare dividends on the Class A Common Shares or on the Class B Common Shares.
(k)	The holders of issued and outstanding Class C Common Shares shall have the option to convert all or part of their Class C Common Shares into Class B Common Shares, at the rate of one (1) Class B Common Share for each Class C Common Share converted.
(l)	The holder or holders of Class C Common Shares who wish to convert their shares into Class B Common Shares shall submit to the head office of the Company or the office of its transfer agent a written notice indicating the number of Class C Common Shares they wish to convert. Certificates representing Class C Common Shares submitted for conversion shall be attached to the notice which shall bear the signature of the persons mentioned in the register of securities of the Company as being the holders of the shares, or the signature of their duly authorized representatives. Upon receipt of the above-mentioned notice and certificates, the Company shall issue a certificate representing the Class B Common Shares resulting from the conversion. In the event of partial conversion of Class C Common Shares represented by the certificates tendered, the Company shall issue without charge a new certificate representing the Class C Common Shares which were not converted.
(m)	On the date of conversion, the converted Class C Common Shares shall automatically become Class B Common Shares and the Company shall modify its issued and paid-up share capital account maintained for the Class B Common Shares and the Class C Common Shares according to the provisions of the Act.
(n)	In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or other distribution of assets of the Company among shareholders for the purpose of winding-up its affairs, subject to the rights, privileges, restrictions and conditions attaching to the Redeemable Shares and to any other class of shares ranking prior to the Class A Common Shares, the Class B Common Shares or the Class C Common Shares, the holders of the Class A Common Shares, the holders of the Class B Common Shares and the holders of the Class C Common Shares shall be entitled to receive the remaining property of the Company; the Class A Common Shares, the Class B Common Shares and the Class C Common Shares shall rank equally on a per share basis with respect to the distribution of assets in the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other distribution of the assets of the Company among shareholders for the purpose of winding-up its affairs.

II.  The Redeemable Shares shall have attached thereto the following rights, privileges, restrictions and conditions:

(a)

Subject to the provisions of the Act or as otherwise expressly provided herein, the holders of the Redeemable Shares shall not be entitled to receive notice of, nor to attend or vote at meetings of the shareholders of the Company.

(b)

Subject to the provisions of the Act, the Company shall, immediately after the issuance of the Redeemable Shares to holders under the Amalgamation (the “Amalgamation Redemption Date”) and, in the case of any Redeemable Shares issued subsequent to the Amalgamation Redemption Date, immediately after the issuance of such Redeemable Shares (such time and the Amalgamation Redemption Date to be collectively referred to as the “Redemption Date”), redeem the Redeemable Shares and pay the Aggregate Redemption Amount (as hereinafter defined) in accordance with Subsection (ii), as follows:

(i)  Notice. Except as hereinafter provided or as otherwise determined by the Company, no notice of redemption or other act or formality on the part of the Company shall be required to call the Redeemable Shares for redemption.

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(ii)	Delivery of Aggregate Redemption Amount. On or before the Redemption Date, the Company shall deliver or cause to be delivered to CIBC Mellon Trust Company (the “Depository”) at its principal office in the City of Toronto, $39 (the “Redemption Amount”) in respect of each Redeemable Share to be redeemed (the “Aggregate Redemption Amount”). Delivery to and receipt by the Depository of the Aggregate Redemption Amount in such a manner, shall be a full and complete discharge of the Company’s obligation to deliver the Aggregate Redemption Amount to the holders of Redeemable Shares.
(iii)	Payment of Aggregate Redemption Amount. From and after the Redemption Date, (i) the Depository shall pay and deliver or cause to be paid and delivered to the order of the respective holders of the Redeemable Shares, by way of cheque, on presentation and surrender at the office of the Depository in the City of Toronto or in the City of Montréal of the certificate representing the common shares of the Company’s predecessor, MX, which were converted into Redeemable Shares upon the Amalgamation and the holder’s letter of transmittal or such other documents as the Company or the Depository may, in its discretion, consider acceptable, or, if such Redeemable Shares were issued subsequent to the Amalgamation, on presentation and surrender of the certificate representing such Redeemable Shares, the Aggregate Redemption Amount payable and deliverable to such holders, respectively, and (ii) the holders of Redeemable Shares shall not be entitled to exercise any of the rights of shareholders in respect thereof except to receive from the Depository the Redemption Amount therefor unless payment of the aforesaid Aggregate Redemption Amount has not been made in accordance with the foregoing provisions, in which case the rights of such shareholder will remain unaffected. Under no circumstances will interest on the Redemption Amount be payable by the Company or the Depository whether as a result of any delay in paying the Redemption Amount or otherwise.
(iv)	Discharge of obligations. Immediately after the Amalgamation or the issuance of the Redeemable Shares in the event they are issued subsequent to the Amalgamation, and subject to the delivery to and receipt by the Depository of the Aggregate Redemption Amount pursuant to Subsection (ii) above, each Redeemable Share shall irrevocably be deemed to be redeemed and cancelled, the Company shall be fully and completely discharged from its obligations with respect to the payment of the Aggregate Redemption Amount to such holders of Redeemable Shares, and the rights of such holders shall be limited to receiving from the Depository the Redemption Amount payable to them on presentation and surrender of the said certificates held by them or other documents as specified above. Subject to the requirements of applicable law with respect to unclaimed property, if the Aggregate Redemption Amount has not been fully claimed in accordance with the provisions hereof within six years of the Redemption Date, the unclaimed Redemption Amount shall be forfeited to the Company.
(v)	Lost certificates. In the event any certificate which, immediately prior to the Redemption Date, represented one or more common shares of the Company’s predecessor, MX, which were converted into Redeemable Shares upon the Amalgamation and redeemed immediately after pursuant to this Subsection (b) shall have been lost, stolen or destroyed, the Depository shall, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, issue in exchange for such lost, stolen or destroyed certificate, a cheque for the Redemption Amount deliverable in accordance with such holder’s letter of transmittal. When authorizing such issuance or payment in exchange for the lost, stolen or destroyed certificate, the holder to whom cash is to be issued or delivered shall, as a condition precedent to the issuance or payment thereof, give a bond satisfactory to the Company and the Depository in connection with any claim that may be made against the Company with respect to the certificate alleged to have been lost, stolen or destroyed.

(c)  In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or other distribution of the property or assets of the Company among shareholders for the purpose of winding-up its affairs, and subject to the extinguishment of the rights of holders of Redeemable Shares upon satisfaction of the Redemption Amount in respect of each Redeemable Share, the holders of the Redeemable Shares shall be entitled to receive and the Company shall pay to such holders, in preference and priority to any distribution of any property or assets of the Company to

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the holders of the Class A Common Shares, the Class B Common Shares and the Class C Common Shares or any other shares ranking junior to the Redeemable Shares, an amount equal to the Redemption Amount for each Redeemable Share held by them respectively and no more. After payment to the holders of Redeemable Shares of the amounts so payable to them as hereinbefore provided, they shall not be entitled to share in any further distribution of the property and assets of the Company.

(d)

The amount of $39 is the amount specified in respect of each Redeemable Share for purposes of Subsection 191(4) of the Income Tax Act (Canada).

(e)

The Redeemable Shares shall not be convertible, no share having the same rank as or a higher rank than the Redeemable Shares may be created and the provisions relating to the Redeemable Shares or relating to other classes of shares may not be modified so as to confer on such shares rights or privileges that are equal to or greater than those attached to the Redeemable Shares, unless such conversion, creation or modification has been approved by written resolution signed by all holders of Redeemable Shares, or by the vote of not less than 2/3 of the Redeemable Shares represented by their holders who are present or represented at a special meeting of such holders convened for such purpose.

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APPENDIX 2 TO THE ARTICLES OF AMALGAMATION
OF BOURSE DE MONTRÉAL INC./ MONTRÉAL EXCHANGE INC.

RESTRICTIONS ON TRANSFER OF SHARES AND OTHER PROVISIONS

(1)	Effective immediately after the Redemption Date, no securities of the Company, other than non-convertible debt securities, shall be transferred without the approval of the directors evidenced by a resolution duly adopted by them.
(2)	The directors may, when they deem it expedient:

(a)	borrow money upon the credit of the Company;
(b)	issue debentures or other securities of the Company, and pledge or sell the same for such sums and at such prices as may be deemed expedient;
(c)	hypothecate the immovable and movable property or otherwise affect the movable property of the Company.

(3)	Subject to the provisions of the Act, the shareholders may participate and vote at a shareholders’ meeting by any means allowing all the participants to communicate with each other.
(4)	Subject to the provisions of the Act, the annual meeting of the shareholders may be held outside Québec.
(5)	Subject to the provisions of the Act, the election of the directors may be held outside Québec.

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APPENDIX 3 TO THE ARTICLES OF AMALGAMATION
OF BOURSE DE MONTRÉAL INC./ MONTRÉAL EXCHANGE INC.

CONVERSION PROVISIONS

1.  Upon the Amalgamation:

(a)	the one (1) issued and outstanding class A common share, having no par value, of TSX Subco shall be converted into one (1) issued and fully paid and non-assessable Class A Common Share, such Class A Common Share having an issued and paid-up share capital equal to the issued and paid-up share capital of the presently issued and fully paid class A common share of TSX Subco;
(b)	each issued and outstanding class B common share, having no par value, of TSX Subco shall be converted share for share into one (1) issued and fully paid and non-assessable Class B Common Share;
(c)	the common shares of MX (the “MX Shares”) outstanding immediately prior to the date shown on the certificate of amalgamation (the “Effective Date”) issued by the enterprise registrar acting under the Act attesting the Amalgamation shall, at the election of each holder thereof, either be: (i) cancelled and the holder thereof shall receive in exchange such number of duly authorized, fully-paid and non-assessable common shares of TSX (the “TSX Shares”) equal to the product of the number of such MX Shares held by such holder multiplied by a ratio (the “Exchange Ratio”) of 0.7784 TSX Share for each MX Share (the “Share Alternative”); or (ii) converted into such number of duly authorized, fully-paid and non-assessable Redeemable Shares as is equal to the number of such MX Shares held by such holder, which Redeemable Shares shall be redeemed immediately following the Amalgamation by the Company in consideration for $39 per share (the “Cash Alternative”), in each case subject to pro-ration as provided below; provided that: (x) no fractional TSX Shares will be issued under the Amalgamation, and any resulting fractional TSX Share shall be rounded down, to the closest whole number, and the shareholder of MX (the “MX Shareholder”, all the shareholders of MX being collectively referred to as the “MX Shareholders”) will receive the net cash proceeds of such fractional TSX Share as set forth in Section 3; (y) the maximum number of Redeemable Shares issuable to MX Shareholders under the Amalgamation will be 10,979,487 Redeemable Shares and the maximum amount of cash payable by the Company on redemption of Redeemable Shares shall be $428,200,000 (the “Maximum Cash Consideration”); and (z) the maximum number of TSX Shares issuable to MX Shareholders under the Amalgamation will be 15,346,000 TSX Shares (the “Maximum Share Consideration”).

Any MX Shareholder who fails to complete a letter of transmittal and notice of guaranteed delivery, if applicable, or who does not properly elect either the Share Alternative or the Cash Alternative in the letter of transmittal and notice of guaranteed delivery, if applicable, with respect to any MX Shares deposited by such MX Shareholder in connection with the Amalgamation will be deemed to have elected the Cash Alternative.

If the aggregate cash consideration that would otherwise be payable by the Company to MX Shareholders upon redemption of the Redeemable Shares who elect (or are deemed to have elected) the Cash Alternative in respect of their MX Shares exceeds the Maximum Cash Consideration, the amount of cash consideration available to those MX Shareholders who have so elected (or are deemed to have elected) the Cash Alternative will be allocated pro-rata (on a per share basis) among such MX Shareholders in an amount equal to the aggregate amount of the cash sought by each such MX Shareholder upon redemption of the Redeemable Shares who so elected (or is deemed to have elected) the Cash Alternative multiplied by a fraction, the numerator of which is the Maximum Cash Consideration, and the denominator of which is the aggregate amount of cash consideration sought by those MX Shareholders upon redemption of the Redeemable Shares who elected (or are deemed to have elected) the Cash Alternative in respect of their MX Shares, and each such MX Shareholder will receive TSX Shares as consideration for any cash balance which exceeds the amount of cash so allocated to the MX Shareholder, the number of such TSX Shares being the quotient of (i) the total cash balance divided by (ii) $50.10, and, with respect to any resulting fractional TSX Share, the MX Shareholder will receive the net cash proceeds of such fractional TSX Share as set forth in Section 3.

If the number of TSX Shares that would otherwise be issuable to MX Shareholders who elect the Share Alternative in respect of their MX Shares exceeds the Maximum Share Consideration, the number of TSX Shares available to those MX Shareholders who have so elected the Share Alternative will be allocated pro-rata (on a per share basis) among such MX Shareholders in an amount equal to the number of TSX Shares

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sought by each such MX Shareholder who so elected the Share Alternative multiplied by a fraction, the numerator of which is the Maximum Share Consideration and the denominator of which is the aggregate number of TSX Shares sought by those MX Shareholders who elected the Share Alternative in respect of their MX Shares in connection with the Amalgamation, rounded down to the nearest whole number, and each such MX Shareholder will receive Redeemable Shares as consideration for any balance which exceeds the number of TSX Shares allocated to the MX Shareholder (or cash in lieu of any fractional Redeemable Share that the MX Shareholder would otherwise have received pursuant to this paragraph), the number of such Redeemable Shares being the quotient of (i) the number of such balance of TSX Shares divided by (ii) the Exchange Ratio.

(d)  in consideration for the issuance by TSX of TSX Shares to MX Shareholders as provided in paragraph 1(c) above, the Company shall cause 1372434 Alberta ULC (“Newco”) to issue to TSX, in consideration for the Company issuing to Newco such number of Class C Common Shares as represents the value (the “Value”) of the TSX Shares so issued to MX Shareholders, such number of class B preferred shares of Newco having a total value of $100,000,000 and such number of class A common shares of Newco as represents the balance of the Value.

2.  Issued and paid-up share capital

(a)  the amount to be added to the issued and paid-up share capital maintained in respect of the Class C Common Shares in connection with the issuance of Class C Common Shares by the Company under the Amalgamation under 1(d) above on the Effective Date shall be obtained by:

(i)	adding together the issued and paid-up share capital of the issued and outstanding MX Shares and the issued and paid-up share capital of the class B common shares of TSX Subco immediately prior to the Amalgamation;
(ii)	deducting from the sum obtained under subparagraph (i) above an amount equal to the aggregate of the amount added to the issued and paid-up share capital of the Redeemable Shares issued under paragraph 1(c) above, as determined in paragraph 2(c) below; and
(iii)	multiplying the difference calculated under subparagraph (i) and subparagraph (ii) above by the ratio of the number of Class C Common Shares being issued under the Amalgamation to the total number of Class B Common Shares and Class C Common Shares being issued under the Amalgamation.

(b)  the amount to be added to the issued and paid-up share capital maintained in respect of the Class B Common Shares in connection with the issuance of Class B Common Shares by the Company under the Amalgamation under 1(b) above on the Effective Date shall be obtained by:

(i)	adding together the issued and paid-up share capital of the issued and outstanding MX Shares and the issued and paid-up share capital of the class B common shares of TSX Subco immediately prior to the Amalgamation;
(ii)	deducting from the sum obtained under subparagraph (i) above an amount equal to the aggregate of the amount added to the issued and paid-up share capital of the Redeemable Shares issued under paragraph 1(c) above, as determined in paragraph 2(c) below; and
(iii)	multiplying the difference calculated under subparagraph (i) and subparagraph (ii) above by the ratio of the number of Class B Common Shares being issued under the Amalgamation to the total number of Class B Common Shares and Class C Common Shares being issued under the Amalgamation,

(c)	the amount to be added to the issued and paid-up share capital maintained in respect of the Redeemable Shares in connection with the issuance of Redeemable Shares under the Amalgamation under paragraph 1(c) above on the Effective Date shall be $39 per Redeemable Share.
(d)	for the purposes of the Income Tax Act (Canada) and any similar provincial enactment, the aggregate paid-up capital of the Company shall be allocated first to the Redeemable Shares to the extent of $39 per Redeemable Share, then to the Class A Common Share to the extent of the paid-up capital of the presently issued and fully paid class A common Share of TSX Subco and the balance to be allocated between the Class B Common Shares and Class C Common shares in proportion to the number of Class B Common Shares and Class C Common Shares being issued under the Amalgamation.
(e)	notwithstanding paragraph 2(c) above, if subsection 87(3) or any other provision of the Income Tax Act (Canada) would otherwise be applicable with the result that the amount of paid-up capital for the Redeemable

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Shares as determined for the purposes of the Income Tax Act (Canada) would be less than $39 per share, paragraph 2(c) above shall be read as if the reference therein to the amount of $39 was a reference to the amount that will result in such paid-up capital being equal to $39 per share taking into account subsection 87(3) or such other relevant provision of the Income Tax Act (Canada) and the amount that would otherwise be credited to the issued and paid-up share capital of the Class B Common Shares as determined by paragraph 2(b) above and, if necessary, the amount that would otherwise be credited to the issued and paid-up share capital of the Class C Common Shares as determined by paragraph 2(a) above, shall be reduced by the amount necessary to achieve this result.

3.  In order to replace the fractional TSX Shares that would have otherwise been issued to MX Shareholders, TSX will distribute to the Depository, as agent for the MX Shareholders, such number of TSX Shares (the “Remaining TSX Shares”) as represents the sum of the fractional TSX Shares to which the MX Shareholders are otherwise entitled, rounded up to the next whole number of Remaining TSX Shares, and the Depository, as agent for the MX Shareholders, shall, as expeditiously as is commercially reasonable thereafter, sell the Remaining TSX Shares through the facilities of the Toronto Stock Exchange and pay the net proceeds of such sales, after brokerage sales commissions, to those MX Shareholders who are entitled to receive a fractional TSX Share based on their respective entitlements to Remaining TSX Shares.

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SCHEDULE B

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BOURSE DE MONTRÉAL INC.

GENERAL BY-LAWS

ARTICLE 1

DEFINITIONS

SECTION 1.1  DEFINITIONS  In this by-law and all other by-laws of the Company, unless the context otherwise requires:

(a)	“Act” means the Companies Act (Quebec) (R.S.Q. 1977, c. C-38), as amended by the Act modifying the Companies Act and other statutory dispositions, S.Q. 1979, c. 31, as from time to time further amended, and every statute that may be substituted therefor and, in the case of such amendment or substitution, any reference in the by-laws of the Company to any provision of the Act shall be read as referring to the amended or substituted provisions therefor;
(b)	“approved participant” refers to a firm or other person that has entered into an agreement with the Company to access the trading facilities of its markets;
(c)	“articles” means the articles of amalgamation of the Company attached to the certificate of amalgamation dated l , as from time to time amended;
(d)	“by-laws” means these general by-laws and any other by-law of the Company from time to time in force and effect;
(e)	words importing the singular number shall include the plural and vice versa; words importing the masculine gender shall include the feminine and neuter genders and vice-versa; words importing persons shall include bodies corporate, corporations, companies, partnerships, syndicates, trusts and any number or aggregate of individuals;
(f)	the headings used in the by-laws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms of provisions; and
(g)	all terms contained in the by-laws and which are defined in the Act shall have the meanings given to such terms in the Act.

In the case of any conflict between the Act, the unanimous shareholder agreement, if any, the articles and the by-laws of the Company, the Act shall prevail over the unanimous shareholder agreement, the articles and the by-laws, the unanimous shareholder agreement shall prevail over the articles and the by-laws and the articles shall prevail over the by-laws.

ARTICLE 2

SHAREHOLDERS

SECTION 2.1  ANNUAL MEETINGS  Subject to the Act, the annual meeting of shareholders of the Company shall be held at such place, on such date and at such time as the Board of Directors may determine from time to time, in or outside the Province of Québec. Annual meetings of shareholders may be called at any time by order of the Board of Directors, the Chairman of the Board or, provided they are directors of the Company, the President or any Vice-President.

SECTION 2.2  SPECIAL GENERAL MEETINGS  Subject to the Act, special general meetings of shareholders shall be held at such place, in or outside the Province of Québec, on such date and at such time as the Board of Directors may determine from time to time or at any place where all the shareholders of the Company entitled to vote thereat are present in person or represented by proxy or at such other place as all the shareholders of the Company shall approve in writing.

Special general meetings of shareholders may be called at any time by order of the Board of Directors, the Chairman of the Board or, provided they are directors of the Company, the President or any Vice-President.

SECTION 2.3  NOTICE OF MEETING  Notice specifying the place, date, time and purpose of any meeting of shareholders shall be given to all the shareholders entitled thereto at least 15 days prior to the date fixed for the meeting.

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The notice may be mailed, postage prepaid, to the shareholders at their respective addresses as they appear on the books of the Company or delivered by hand or transmitted by any means of telecommunication.

If the convening of a meeting of shareholders is a matter of urgency, notice of such meeting may be given not less than 72 hours before such meeting is to be held.

In the case of joint holders of a share or shares, the notice of meeting shall be given to all of such joint holders but notice to one of such persons shall be sufficient notice to all of them.

Irregularities in the notice or in the giving thereof as well as the unintentional omission to give notice to, or the non-receipt of any such notice by, any of the shareholders shall not invalidate any action taken by or at any such meeting. Furthermore, the involuntary omission of the general nature of an item of business which should have been mentioned in the notice of the meeting as being on the agenda of the meeting, does not prevent such item of business from being considered and voted upon at the meeting, unless a shareholder suffers prejudice or his interests are injured as a result. A certificate signed by the secretary or any other duly authorized officer of the Company or any registrar or transfer agent for shares of the Company, shall constitute conclusive evidence of the expedition of a notice of meeting to the shareholders and the shareholders shall be bound by such certificate.

SECTION 2.4  CHAIRMAN  The Chairman of the Board, or, in his absence, the President, if he is a director, or, in his absence, one of the Vice-Presidents who is a director of the Company (to be designated by the meeting in the event of more than one such Vice-President being present) shall preside at all meetings of shareholders.

If all of the aforesaid officers be absent or decline to act, the persons present and entitled to vote may choose one of their number to act as chairman of the meeting. In the event of an equality of votes, the chairman of any meeting shall not be entitled to a casting vote in respect of any matter submitted to the vote of the meeting.

SECTION 2.5  QUORUM, VOTING AND ADJOURNMENTS  Holders of not less than 51% of the outstanding shares of the share capital of the Company carrying voting rights at such meeting, present in person or represented by proxy; shall constitute a quorum for any meeting of shareholders of the Company.

The acts of the holders of a majority of the shares so present or represented and carrying voting rights thereat shall be the acts of all the shareholders except as to matters on which the vote or consent of the holders of a greater number of shares is required or directed by the Act, the articles or the by-laws of the Company.

Should a quorum not be present at any meeting of shareholders, those present in person and entitled to be counted for the purpose of forming a quorum shall have power to adjourn the meeting from time to time and from place to place without notice other than announcement at the meeting until a quorum shall be present. At any such adjourned meeting, provided a quorum is present, any business may be transacted which might have been transacted at the meeting adjourned.

SECTION 2.6  RIGHT TO VOTE  At all meetings of shareholders, each shareholder present and entitled to vote thereat shall have on a show of hands one vote and, upon a poll, each shareholder present in person or represented by proxy shall be entitled to one vote for each share carrying voting rights registered in his name in the books of the Company unless, under the terms of the articles of the Company some other scale of voting is fixed, in which event such scale of voting shall be adopted. Any shareholder or proxy may demand a ballot (either before or on the declaration of the result of a vote upon a show of hands) in respect of any matter submitted to the vote of the shareholders. However, no shareholder in arrears in respect of any call may vote at a shareholders’ meeting.

In the case of joint holders of a share or shares, any one of the joint holders present at a meeting of shareholders has the right, in the absence of the other or others, to vote in respect of such share or shares, but if more than one of such persons are present or represented by proxy and vote, they shall vote together as one on the share or shares jointly held by them.

SECTION 2.7  SCRUTINEERS  The chairman at any meeting of shareholders may appoint one or more persons, who need not be shareholders, to act as scrutineer or scrutineers at the meeting.

SECTION 2.8  ADDRESSES OF SHAREHOLDERS  Every shareholder shall furnish to the Company an address to which all notices intended for such shareholder shall be given, failing which, any such notice may be given to him at any other address appearing on the books of the Company. If no address appears on the books of the Company, such notice may be sent to such address as the person sending the notice may consider to be the most likely to result in such notice promptly reaching such shareholder.

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SECTION 2.9  RESOLUTION IN WRITING IN LIEU OF MEETING.  A resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders.

A copy of every such resolution shall be kept with the minutes of the meetings of shareholders.

SECTION 2.10  PARTICIPATION BY TELEPHONE.  Subject to the Act, the shareholders of the Company may participate and vote at a shareholders’ meeting by any means allowing all the participants to communicate with each other.

ARTICLE 3

BOARD OF DIRECTORS

SECTION 3.1  ELECTION OF DIRECTORS AND TERM OF OFFICE  Except as herein otherwise provided, each director shall be elected at an annual meeting of shareholders or at any special general meeting of shareholders called for that purpose, by a majority of the votes cast in respect of such election. It shall not be necessary that the voting for the election of directors of the Company be conducted by ballot unless voting by ballot is requested by a shareholder or proxy. Each director so elected shall hold office until the election of his successor unless he shall resign or his office become vacant by death, removal or by ceasing to be qualified to act as a director.

SECTION 3.2  ACTS OF DIRECTORS  All acts done by the directors or by any person acting as a director, until their successors have been duly elected or appointed, shall, notwithstanding that it be afterwards discovered that there was some defect in the election of the directors or such person acting as aforesaid or that they or any of them were disqualified, be as valid as if the directors or such other person, as the case may be, had been duly elected and were qualified to be directors of the Company.

SECTION 3.3  POWER TO ALLOT STOCK AND GRANT OPTIONS  Subject to the provisions of the articles of the Company, the shares of the Company shall be at all times under the control of the directors who may by resolution, from time to time, accept subscriptions, allot, issue, grant options in respect of or otherwise dispose of the whole, or any part of the unissued shares of the share capital of the Company on such terms and conditions, for such consideration not contrary to the Act or to the articles of the Company and at such times prescribed in such resolutions. The directors may, from time to time, make calls upon the shareholders in respect of any moneys unpaid upon their shares. Each shareholder shall pay the amount called on his shares at the time and place fixed by the directors.

SECTION 3.4  POWER TO DECLARE DIVIDENDS  The directors may from time to time as they may deem advisable, declare and pay dividends, in species or in kind, out of any funds or property available for dividends to the shareholders according to their respective rights and interest therein.

Any dividend in specie may be paid by cheque made payable to and mailed to the address on the books of the Company of the shareholder entitled thereto and in the case of joint holders to that one of them whose name stands first in the books of the Company, and the mailing of such cheque shall constitute payment unless the cheque is not paid upon presentation.

The directors may provide that the amount of any dividend lawfully declared shall be paid, in whole or in part, in fully paid and non-assessable shares in the capital stock of the Company.

Before declaring a dividend or a distribution of profits of the Company, the directors may transfer such sums as they may in their discretion decide to one or several reserve funds which may be used at the discretion of the directors for all purposes for which the profits of the Company may be legally applied.

SECTION 3.5  PLACE OF MEETINGS AND NOTICES  All meetings of the Board of Directors shall be held at such place, on such date and at such time as may be determined from time to time by the Board of Directors or at any place where all the directors are present.

Any meeting of the Board of Directors may be called at any time by or on the order of the Chairman of the Board or, provided they are directors of the Company, the President or any Vice-President or by any two directors.

Notice specifying the place, date and time of any meeting of the Board of Directors shall be given to each of the directors, at least 48 hours prior to the date fixed for such meeting. The notice may be mailed, postage prepaid, to each director at his residence or usual place of business, or delivered by hand or transmitted by any means of telecommunication.

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In any case where the convening of a meeting of directors is a matter of urgency, notice of such meeting may be given not less than 1 hour before such meeting is to be held.

Notwithstanding any other provisions of this Section 3.5, immediately after the annual meeting of shareholders in each year, a meeting of such of the newly elected directors as are then present shall be held, provided they shall constitute a quorum, without further notice, for the election or appointment of officers of the Company and the transaction of such other business as may come before them.

The powers of the Board of Directors may be exercised by a meeting at which a quorum is present and at which the questions shall be decided by a majority of votes cast or by resolution in writing signed by all directors who would have been entitled to vote on that resolution at a meeting of the Board of Directors. A copy of every such resolution shall be kept with the minutes of the proceedings of the board of directors.

SECTION 3.6  CHAIRMAN  The Chairman of the Board or, in his absence, the President, if he is a director, or, in his absence, one of the Vice-Presidents who is a director of the Company (to be designated by the meeting in the event of more than one such Vice-President being present) shall preside at all meetings of the directors. If all of the aforesaid officers are absent or decline to act, the directors present may choose one of their number to act as chairman of the meeting. In the event of an equality of votes, the chairman of any meeting shall be entitled to cast one vote as a director, but not a second or casting vote in respect of any matter submitted to the vote of the meeting.

SECTION 3.7  QUORUM  A majority of the directors in office shall constitute a quorum.

SECTION 3.8  ADJOURNMENT  Any meeting of the board of directors may be adjourned from time to time by the chairman of the meeting, with the consent of the meeting, to such time and place as he may fix. No notice of an adjourned meeting need be given to any director. Any adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a quorum is present thereat. The directors who formed a quorum at the original meeting are not required to form the quorum at the adjourned meeting. If there is no quorum present at the adjourned meeting, the original meeting shall be deemed to have terminated forthwith after its adjournment.

SECTION 3.9  VACANCIES AND RESIGNATION  In the case of a vacancy occurring in the Board of Directors, the directors then in office, by the affirmative vote of a majority of said remaining directors, so long as a quorum of the Board remains in office, may from time to time and at any time fill such vacancy for the remainder of the term.

ARTICLE 4

COMMITTEES

SECTION 4.1  COMMITTEES OF THE BOARD  The Board of Directors may appoint from their number one or more committees of the Board of Directors, however designated, and delegate to any such committee any of the powers of the Board of Directors except those which pertain to items which, under the Act, a committee of the Board of Directors has no authority to exercise.

SECTION 4.2  TRANSACTION OF BUSINESS  The powers of a committee of the Board of Directors may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such committee may be held at such place or places designated in Section 3.5.

SECTION 4.3  ADVISORY BODIES  The Board of Directors may from time to time appoint such advisory bodies as it may deem advisable.

SECTION 4.4  PROCEDURE  Unless otherwise determined by the Board of Directors, each committee and advisory body shall have power to fix its quorum at not less than a majority of its members, to elect its chairman, and to regulate its procedure.

SECTION 4.5  LIMITS ON AUTHORITY  The Board of Directors may not delegate to any committee the authority to:

(a)	Submit to the shareholders any question or matter requiring the approval of the shareholders;
(b)	Fill a vacancy among the directors or in the office of auditor or appoint or remove any of the chief executive officer, however designated, the chief financial officer, however designated, the chairman or the president of the Company;
(c)	Issue securities except in the manner and on the terms authorized by the directors;

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(d)	Declare dividends;
(e)	Purchase, redeem or otherwise acquire shares issued by the Company;
(f)	Approve a take-over bid circular, directors’ circular, or issuer bid circular referred to in the Securities Act (Québec);
(g)	Approve any financial statements referred to in the Securities Act (Québec); or
(h)	Adopt, amend or repeal by-laws;

ARTICLE 5

OFFICERS

SECTION 5.1  OFFICERS  The directors shall elect or appoint a President, shall appoint a Secretary and may also elect or appoint as officers a Chairman of the Board, one or more Vice-Presidents, one or more Assistant-Secretaries, a Treasurer and one or more Assistant-Treasurers. Such officers shall be elected or appointed at the first meeting of the Board of Directors after each annual meeting of shareholders. There may also be appointed such other officers as the Board of Directors may from time to time deem necessary. Such officers shall respectively perform such duties; in addition to those specified in the by-laws of the Company, as shall from time to time be prescribed by the Board of Directors. The same person may hold more than one office, provided, however, that the same person shall not hold the office of President and Vice-President. None of such officers except the Chairman of the Board, need be a director of the Company.

SECTION 5.2  CHAIRMAN OF THE BOARD  The Chairman of the Board, if any, shall preside at all meetings of directors and shareholders of the Company and he shall have such other powers and duties as the Board of Directors may determine from time to time.

SECTION 5.3  PRESIDENT  The President shall be the chief executive officer of the Company and shall exercise a general control of and supervision over its affairs. He shall have such other powers and duties as the Board of Directors may determine from time to time.

SECTION 5.4  VICE-PRESIDENT OR VICE-PRESIDENTS  The Vice-President or Vice-Presidents shall have such powers and duties as may be determined by the Board of Directors from time to time. In case of the absence, disability, refusal or omission to act of the President, a Vice-President designated by the directors may exercise the powers and perform the duties of the President and, if such Vice-President exercises any of the powers or performs any of the duties of the President, the absence, disability, refusal or omission to act of the President shall be presumed.

SECTION 5.5  TREASURER AND ASSISTANT-TREASURERS  The Treasurer shall have general charge of the finances of the Company. He shall render to the Board of Directors, whenever directed by the Board and as soon as possible after the close of each financial year, an account of the financial condition of the Company and of all his transactions as Treasurer. He shall have charge and custody of and be responsible for the keeping of the books of account required under the laws governing the Company. He shall perform all the acts incidental to the office of Treasurer or as may be determined by the Board of Directors from time to time.

Assistant-Treasurers shall perform any of the duties of the Treasurer delegated to them from time to time by the Board of Directors or by the Treasurer.

SECTION 5.6  SECRETARY AND ASSISTANT-SECRETARIES  The Secretary shall attend to the giving of all notices of the Company and. shall keep the records of all meetings and resolutions of the shareholders and of the Board of Directors in a book to be kept for that purpose. He shall keep in safe custody the seal of the Company, if any. He shall have charge of the books containing the names and addresses of the shareholders and directors of the Company and such other books and papers as the Board of Directors may direct. He shall perform such other duties incidental to his office or as may be required by the Board of Directors from time to time.

Assistant-Secretaries shall perform any of the duties of the Secretary delegated to them from time to time by the Board of Directors or by the Secretary.

SECTION 5.7  SECRETARY-TREASURER  Whenever the Secretary shall also be the Treasurer he may, at the option of the Board of Directors, be designated the “Secretary-Treasurer”.

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SECTION 5.8  REMOVAL  The Board of Directors may, subject to the law and the provisions of any contract, remove and discharge any officer of the Company at any meeting called for that purpose and may elect or appoint any other person in such officer’s stead.

ARTICLE 6

SHARE CAPITAL

SECTION 6.1  SHARE CERTIFICATES Certificates representing shares of the share capital of the Company shall be approved by the Board of Directors. Share certificates shall bear the signatures of two directors or two officers of the Company or of one director and one officer of the Company.

SECTION 6.2  TRANSFER OF SHARES A register of transfers containing the date and particulars of all transfers of shares of the share capital of the Company shall be kept either at the head office or at such other office of the Company or at such other place in the Province of Québec as may be determined, from time to time, by resolution of the Board of Directors. One or more branch registers of transfers may be kept at any office of the Company or any other place within the Province of Québec or elsewhere as may from time to time be determined by resolution of the Board of Directors.

The date and particulars of all transfers of shares contained in a branch register of transfers must also be entered in the register of transfers. Such register of transfers and branch registers of transfers shall be kept by the Secretary or by such other officer or officers as may be specially charged with this duty or by such agent or agents as may be appointed from time to time for that purpose by resolution of the Board of Directors.

Registration of a transfer of shares of the capital of the Company in the register of transfers shall constitute a complete and valid transfer. Subject to any provision to the contrary contained in the Act, no transfer of shares of the capital of the Company shall be valid for any purpose until entry thereof is duly made in the register of transfers or in a branch register of transfers. The directors may refuse to register any transfer of shares belonging to any shareholder who is indebted to the Company. A share may not be transferred without the consent of the directors if its price has not been fully paid. No share shall be transferable until all calls payable thereon up to the time of transfer have been fully paid.

Entry of the transfer of any share of the share capital of the Company may be made in the register of transfers or in a branch register of transfers regardless of where the certificate representing the share to be transferred shall have been issued.

If the shares of the share capital of the Company to be transferred are .represented by a certificate, the transfer of such shares shall not be entered in the register of transfers or the branch register of transfers unless or until the certificate representing the shares to be transferred has been duly endorsed and surrendered for cancellation. If no certificate has been issued by the Company in respect of such share, the transfer of such shares shall not be entered in the register of transfers or the branch register of transfers unless and until a duly executed share transfer power in respect thereof has been presented for registration.

SECTION 6.3  TRANSFER AGENTS AND REGISTRARS The Board of Directors may appoint or remove from time to time transfer agents or registrars of transfers of shares of the share capital of the Company and, subject to the laws governing the Company, make regulations generally, from time to time, with reference to the transfer of the shares of the share capital of the Company. Upon any such appointment being made, all certificates representing shares of the share capital of the Company thereafter issued shall be countersigned by one of such transfer agents or one of such registrars of transfers and shall not be valid unless so countersigned.

SECTION 6.4  REPLACEMENT OF CERTIFICATES. Where a shareholder declares under oath to the Company or the registrar, a branch registrar, transfer agent or a branch transfer agent of the Company, that the share certificate which he held has been destroyed, stolen or lost, and describes the circumstances under which this occurred, and provides, if so required, a bond against any loss for which the Company may be held responsible with regard to the issue of a new certificate, the president, or vice-president, the secretary or the treasurer, may issue a new certificate in replacement of the one which has been destroyed, stolen or lost.

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ARTICLE 7

FINANCIAL YEAR

The financial year of the Company shall end on December 31 in each year. Such date may, however, be changed from time to time by resolution of the Board of Directors.

ARTICLE 8

CONTRACTS

All contracts, deeds, agreements, documents, bonds, debentures and other instruments requiring execution by the Company may be signed by two directors or two officers of the Company or by one director and one officer of the Company or by such persons as the Board of Directors may otherwise authorize from time to time by resolution. Any such authorization may be general or confined to specific instances. Save as aforesaid or as otherwise provided in the by-laws of the Company, no director, officer, agent or employee shall have any power or authority to bind the Company under any contract or obligation or to pledge its credit.

The Company may transact business with one or more of its directors or with any firm of which one or more of its directors are members or employees or with any corporation or association of which one or more of its directors are shareholders, directors, officers or employees. The director who has an interest in such transaction shall disclose it to the Company and to the other directors making a decision in respect of such transaction and shall abstain from discussing and voting on the question except if his vote is required to bind the Company in respect of such transaction.

ARTICLE 9

DECLARATIONS

Any director or officer of the Company or any other person nominated for that purpose by any director or officer of the Company is authorized and empowered to give instructions to an attorney to appear and make answer for and on behalf and in the name of the Company to all writs, orders and interrogatories upon articulated facts issued out of any court and to declare for and on behalf and in the name of the Company any answer to writs of attachment by way of garnishment in which the Company is garnishee. Any director, officer or person so nominated is authorized and empowered to make all affidavits and sworn declarations in connection therewith or in connection with any and all judicial proceedings to which the Company is a party and to instruct an attorney to make demands of abandonment or petitions for winding-up or bankruptcy orders upon any debtor of the Company and to attend and vote at all meetings of creditors of the Company’s debtors and grant proxies in connection therewith. Any such director, officer or person is authorized to appoint by general or special power or powers of attorney any person or persons, including any person other than those directors, officers and persons hereinbefore mentioned, as attorney or attorneys of the Company to do any of the foregoing things.

ARTICLE 10

DIVISIONS

The Board of Directors may cause the business and operations of the Company or any part thereof to be divided or segregated into one or more divisions upon such basis, including without limitation, character or type of businesses or operations, geographical territories, product lines or goods or services as the Board of Directors may consider appropriate in each case.

From time to time the Board of Directors or, if authorized by the Board of Directors, the chief executive officer may authorize, upon such basis as may be considered appropriate in each case:

(a)	Sub-Division and Consolidation. The further division of the business and operations of any such division into sub-units and the consolidation of the business and operations of any such divisions and sub-units;
(b)	Name. The designation of any such division or sub-unit by, and the carrying on of the business and operations of any such division or sub-unit under, a name other than the name of the Company; provided that the Company shall set out its name in legible characters in all contracts, invoices, negotiable, instruments and orders for goods or services issued or made by or on behalf of the Company; and
(c)	Officers. The appointment of officers for any such division or sub-unit, the determination of their powers and duties, and the removal of any such officer so appointed without prejudice to such officer’s rights under any

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employment contract or in law, provided that any such officers shall not, as such, be officers of the Company, unless expressly designated as such.

For greater certainty, there will be a division of the Company which focuses primarily on market regulation created to oversee the Company’s regulatory functions and operations, and such division will be subject to supervision by a special committee designated by the Board of Directors, the division being subject to the ultimate authority of the Board of Directors and of the Autorité des marchés financiers. More than 50% of the members of such committee shall be independent members based on the standards set forth in the Board of Directors Independence Standards of the Company.

. Such division will be established on a financially separate basis from the other operations of the Company, may charge for its services, and may provide, with the prior consent of the Autorité des marchés financiers, regulatory services to other exchanges, self-regulatory organizations trading facilities and/or other persons.

ARTICLE 11

INDEMNIFICATION

(a)  To the extent permitted by law, every current or former director, officer, employee or committee member of the Company and any of its subsidiaries and his or her heirs, executors, and administrators, legal representatives and estate (each, an “Indemnitee”) shall from time to time, and at all times, be indemnified and saved harmless out of the funds of the Company from and against

(i)

all costs, charges and expenses (including an amount paid to settle an action or satisfy a judgment and including legal and professional fees and out of pocket expenses of attending trials, hearings and meetings) whatsoever that such Indemnitee sustains or incurs in or about any action, suit or proceeding, whether civil, criminal or administrative, and including any investigation, inquiry or hearing, or any appeal therefrom, that is threatened, brought, commenced or prosecuted against him, or in respect of which he is compelled or requested by the Company to participate, for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him in or about the execution of the duties of his office as they relate to the Company or any of its subsidiaries, including those duties executed, whether in an official capacity or not, for or on behalf of or in relation to any body corporate or entity which he serves or served at the request of or on behalf of the Company or any of its subsidiaries; and

(ii)

all other costs, charges and expenses that he sustains or incurs in or about or in relation to the affairs of the Company and its subsidiaries or any body corporate or entity which he serves or served, whether in an official capacity or not, at the request of or on behalf of the Company or any of its subsidiaries;

except such costs, charges or expenses as are occasioned by his own wilful neglect or default.

(b)  Any indemnification hereunder (unless ordered by a court) shall be made by the Company unless a determination is reasonably and promptly made by the Board of Directors by a majority vote of a quorum of disinterested directors, or (if such quorum is not obtainable or, even if obtainable, a quorum of disinterested directors so directs) by independent legal counsel in a written opinion, that, based upon the facts known to the board or counsel at the time such determination is made, such Indemnitee is not entitled to indemnification by reason of his own wilful neglect or default.

(c)

For greater certainty, it is confirmed that, to the extent permitted by law, the Company shall indemnify all costs and expenses incurred in connection with any action, suit, or proceeding contemplated herein, regardless of whether the Indemnitee has been successful or substantially successful on the merits, and without limiting the generality of the foregoing, such Indemnitee shall be indemnified against all expenses in connection with the dismissal of such action or issue without prejudice or in connection with the settlement of such action or issue without admission of liability.

(d)

To the extent permitted by law, and subject to subsection (5), below, all costs, charges and expenses indemnified (including legal and professional fees and including out of pocket expenses for attendance at trials, hearing and meetings) shall be paid by the Company in advance of the final disposition of the matter, provided that the Indemnitee shall undertake to repay such amount in the event that it is ultimately determined, either pursuant hereto or by a court of competent jurisdiction, that such Indemnitee is not entitled to indemnification.

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(e)	Any costs, charges or expenses (including legal and professional fees and out of pocket expenses of attending trials, hearings and meetings) incurred or to be incurred in any action, suit or proceeding, whether civil, criminal or administrative, including any investigation, inquiry or hearing, or any appeal therefrom, shall be paid by the Company promptly, and in any event, within ninety days after receiving the written request of the Indemnitee, unless a determination is reasonably and promptly made by the Board of Directors under subsection (2) that such Indemnitee is not entitled to indemnification or to an advancement of expenses.
(f)	Any person entitled to indemnification hereunder or otherwise shall give notice to the Company, where practical, of any action, suit or proceeding which may give rise to a demand for indemnification.
(g)	Any person entitled to and demanding indemnification, hereunder or otherwise, shall cooperate with the Company throughout the course of any action, suit or proceeding, whether civil, criminal or administrative, including any investigation, inquiry or hearing, to the fullest extent possible, including but not limited to, providing the Company with the consent and authority, to be exercised at the sole option of the Company, to take carriage of such person’s defense.
(h)	The foregoing rights of indemnification and advancement of expenses shall not affect any other rights to indemnification or be exclusive of any other rights to which any person may be entitled by law or otherwise.

ARTICLE 12

RULES AND POLICIES

The Board of Directors or any committee appointed by it may from time to time enact, amend, repeal and re-enact such rules, policies, guidelines, decisions, rulings, orders, instructions and directions (collectively, the “Rules and Policies”) not inconsistent with the Securities Act (Québec) as it in its discretion may consider advisable for the regulation of the use of the facilities and products of the Company, approved participants; individuals, listed companies and other entities over which the Company has jurisdiction.

The Board of Directors or any committee appointed by it may also issue, establish, adopt, amend, repeal and re-issue, re-establish and re-adopt interpretations, procedures and practices to supplement such Rules and Policies.

Such Rules and Policies may represent the imposition of requirements in addition to or more stringent than those imposed under the Securities Act (Québec) or by the Autorité des marchés financiers, shall be binding on approved participants, listed companies and other entities, as applicable, and may be adopted to, among other things, enhance the credibility and reputation of the Company as a well-regulated market.

Such Rules and Policies shall be effective without the shareholders’, approved participants’ or listed companies’ approval, except as expressly otherwise provided therein, but may be subject to prior review and approval or non-disapproval by the Autorité des marchés financiers.

Without limiting the generality of the foregoing, Rules and Policies may deal with all matters related to market regulation, including without limitation:

(a)	the financial affairs, partnership and/or corporate arrangements, business relationships, operations, and standards of practice and business conduct applicable to approved participants (and their current and former partners, shareholders, associates, insiders, directors, officers, employees, agents and representatives) in respect of their overall equity trading operations and market activities, both through the Company’s facilities and generally;
(b)	requirements applicable to or in respect of derivative products;
(c)	requirements applicable to or in respect of the securities of listed companies;
(d)	compliance reviews, examinations and investigations, and enforcement and disciplinary matters;
(e)	trading ethics, trading rules, trading currencies, clearing and settlement and market surveillance matters;
(f)	the provision of information, cooperation and/or assistance;
(g)	the payment of fees, costs, forfeitures, penalties, fines and/or other amounts; and

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(h)	hearing practices, where applicable; and
(i)	the requirements and procedures applicable to becoming an approved participant (or a partner, shareholder, associate, insider, director, officer, employee, agent or representative of an approved participant) or a listed company (or a partner, insider, director or officer of a listed company).

ARTICLE 13

VARIOUS

SECTION 13.1  Exchange of Information, Agreements  To the extent permitted by law, the Company may provide to domestic or foreign exchanges or self-regulatory organizations or domestic or foreign securities enforcement or securities regulatory authorities information and other forms of assistance for market surveillance, investigative, enforcement and other regulatory purposes.

The Company may enter into agreements with domestic or foreign exchanges or self-regulatory organizations or domestic or foreign securities enforcement or securities regulatory authorities providing for the exchange of information and other forms of mutual assistance for market surveillance, investigative, enforcement and other regulatory purposes.

SECTION 13.2  Approved Participant Agreements, Listed Company Agreements, etc.  In the discretion of the Company, approved participants may be required to enter into an Approved Participant Agreement with the Company in order to obtain access to the Company’s facilities. Approved participants shall not by virtue thereof have any ownership or voting interest in the Company, and shall be approved participants solely by virtue of their contractual arrangements with the Company. Approved participants shall not, as such, be liable for any act, default, obligation or liability of the Company.

In addition, in the discretion of the Company, listed companies and other Persons may be required to enter into agreements with the Company.

ENACTED on –l–

Witness the signatures of the President

and the Secretary of the Company.

President

Secretary

ARTICLE 14

BORROWING

The directors of the Company are hereby authorized, whenever they deem appropriate:

(a)	to borrow money and obtain advances upon the credit of the Company, from any bank, corporation, firm, association or person, upon such terms, covenants and conditions, at such time, in such sums, to such an extent and in such manner as the Board of Directors in its discretion may deem expedient;
(b)	to limit or increase the amount to be borrowed;
(c)	to issue or cause to be issued bonds or other evidences of indebtedness of the Company and to pledge or sell the same for such sums, upon such terms, covenants and conditions and at such prices as may be deemed expedient by the Board of Directors;
(d)	to hypothecate the property, undertaking and assets, movable or immovable, now owned or hereafter acquired, of the Company, to secure payment of any such bonds or other evidences of indebtedness, or give part only of such guarantee for such purposes;
(e)	to hypothecate or otherwise encumber the property, undertaking and assets, movable or immovable, now owned or hereafter acquired, of the Company, or give all such guarantees, to secure the payment of loans made

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otherwise than by the issue of bonds or other evidences of indebtedness, as well as the payment or performance of any other debt, contract and obligation of the Company;

(f)

as security for any discounts, overdrafts, loans, credits advances or other indebtedness or liability of the Company, to any bank, corporation, firm or person, and interest thereon, to hypothecate and give to any bank, corporation, firm or person any or all of the Company property, undertaking and assets, movable or immovable, now owned or hereafter acquired, and to give such security thereon as may be taken by a bank under the provisions of the Bank Act, and to renew, alter, vary or substitute such security from time to time, with authority to enter into promises to give security under the Bank Act for any indebtedness contracted or to be contracted by the Company to any bank;

(g)

to delegate to such officer(s) or director(s) of the Company as the directors may designate all or any of the foregoing powers to such extent and in such manner as the directors may determine.

AND the powers of borrowing and giving security hereby authorized shall be deemed to be continuing powers and not to be exhausted by the first exercise thereof, but may be exercised from time to time hereafter, until the repeal of this by-law and notice thereof has been given in writing.

ENACTED on –l–

Witness the signatures of the President

and the Secretary of the Company.

President

Secretary

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APPENDIX C — OPINIONS OF NATIONAL BANK FINANCIAL INC. AND

CITIGROUP GLOBAL MARKETS INC.

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December 9, 2007

The Board of Directors

Bourse de Montréal Inc.

Tour De La Bourse

P.O. Box 61, 4th Floor

800 Victoria Square

Montréal, QC H4Z 1A9

To the Board of Directors:

National Bank Financial Inc. (“NBF”) understands that Bourse de Montréal Inc. is contemplating a transaction (the “Transaction”) pursuant to an combination agreement dated December 6, 2007 between the TSX Group Inc. (“TSX Group”) and Bourse de Montréal Inc. (“MX”) the (“Combination Agreement”) which provides for an amalgamation transaction between a wholly-owned subsidiary of TSX Group and MX by way of a amalgamation under Part 1A of the Companies Act (Québec) (the “Amalgamation”). Pursuant to the Amalgamation, shareholders of MX (the “MX shareholders”) will be offered, at the election of each holder, $39.00 in cash (the “Cash Alternative”), or 0.7784 of a common share of TSX Group (the “Share Alternative”) for each common share of MX, subject in each case to pro-ration (collectively the “Transaction Consideration”). Under the Amalgamation, the maximum number of shares to be issued is approximately 15.3 million and the maximum amount of cash shall be approximately $428 million (the “Transaction”). The effect of full pro-ration results in each shareholder receiving $13.95 in cash and 0.50 of a common share of TSX Group for each common share of MX.

The terms and conditions of the Amalgamation will be more fully described in the proxy circular being prepared by the MX, and certain related documents (the “Proxy Circular”), all of which will be mailed to MX shareholders in connection with the special meeting of MX (the “Special Meeting”). NBF understands that the Amalgamation will be conditional upon, among other things, approval of a minimum of 662/3% of the votes cast by the MX shareholders, voting at the Special Meeting.

ENGAGEMENT OF NATIONAL BANK FINANCIAL

NBF was formally engaged by the MX pursuant to an agreement between the MX and NBF (the “Engagement Agreement”) dated May 31, 2007 pursuant to which MX retained NBF as its financial advisor in respect of the Transaction. Pursuant to the Engagement Agreement, NBF agreed to provide services in connection with the Transaction, including the delivery of a fairness opinion to the Board of Directors as to the fairness of the Transaction Consideration, from a financial point of view, to MX shareholders. NBF has not been asked to prepare, and has not prepared, a formal valuation of MX, or any of its securities or assets, and this opinion should not be construed as such.

The terms of the Engagement Agreement provide that NBF is to be paid a fee for its services as financial advisor, including fees in respect of the delivery of the fairness opinion and fees that are contingent on a change of control of MX or certain other events. In addition, MX has agreed to reimburse NBF for its reasonable out-of-pocket expenses and indemnify NBF in certain circumstances.

NBF understands that this opinion and a summary of this opinion will be included in the Proxy Circular, and, subject to the terms of the Engagement Agreement, NBF consents to the inclusion of this opinion in its entirety and a summary thereof in a form acceptable to NBF, in the Proxy Circular and to the filing thereof with the Toronto Stock Exchange, with the securities commissions or similar regulatory authorities in each province or territory of Canada, with the United States Securities and Exchange Commission and in any State of the United States where such filing is required.

RELATIONSHIP WITH INTERESTED PARTIES

NBF is not an insider, associate or affiliate of the TSX Group, or any of their respective “associates” or “affiliates” (as such terms are defined in the Securities Act (Ontario)) (collectively, the “Interested Parties”). NBF’s parent company, The National Bank of Canada together with its subsidiaries, owns 2,515,429 common shares of the MX and Louis Vachon, the President and Chief Executive Officer of the National Bank of Canada, is a Director of MX. NBF acts as a trader and

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dealer, both as principal and agent, in major financial markets and, as such, may have had and may in the future have positions in the securities of any Interested Party and, from time to time, may have executed or may execute transactions on behalf of such companies or clients for which it received or may receive compensation. As an investment dealer, NBF conducts research on securities and has, in the past, in the ordinary course of its business, provided research reports and investment advice to its clients on investment matters, including with respect to certain of the Interested Parties.

Other than as set forth above, there are no understandings, agreements or commitments between NBF and any Interested Party with respect to any future business dealings. NBF may, in the future, as it has in the past, in the ordinary course of its business, provide financial advisory, credit or investment banking services to any of the Interested Parties.

CREDENTIALS OF NATIONAL BANK FINANCIAL INC.

NBF is a leading Canadian investment banking firm with operations in a broad range of investment banking activities, including corporate finance, mergers and acquisitions, equity and fixed income sales and trading and investment research. The opinion expressed herein is the opinion of NBF and the form and content hereof has been reviewed and approved for release by a group of managing directors of NBF, each of whom is experienced in merger, acquisition, divestiture and fairness opinion matters.

SCOPE OF REVIEW

In connection with rendering the opinion, NBF has reviewed and/or relied upon or carried out, among other things, the following (without attempting to verify the accuracy or completeness thereof):

(i)	the Combination Agreement pursuant to which the Amalgamation will be implemented;
(ii)	the Amalgamation Agreement attached as Schedule 1.1.9 to the Combination Agreement;
(iii)	certain publicly available financial and other information concerning MX and TSX Group;
(iv)	certain internal financial statements and other financial and operating information, including internal management forecasts concerning MX and TSX Group prepared by the managements of MX and TSX Group, respectively;
(v)	discussions with senior executives of MX and TSX Group, concerning the past and current operations and financial condition and the prospects of MX and TSX Group including information relating to certain strategic, financial and operational benefits anticipated from the consummation of the Amalgamation;
(vi)	the pro-forma impact of the Amalgamation on TSX Group’s earnings, cash flows and consolidated capitalization both separately and combined;
(vii)	discussions with MX and TSX Group regarding synergies;
(viii)	relevant stock market information relating to MX, TSX Group and other companies whose activities include businesses similar to the businesses of MX and TSX Group;
(ix)	data with respect to other transactions of a comparable nature which we considered relevant;
(x)	such other financial, market, corporate and industry information, research reports, investigations, discussions and analysis, research and testing of assumptions as we considered necessary or appropriate in the circumstances;
(xi)	a letter of representation from senior officers of MX, addressed to us and dated the date hereof, as to matters of fact relevant to the Amalgamation and as to the completeness and accuracy of the information upon which this opinion is based;
(xii)	participated in certain discussions and negotiations among representatives of MX and TSX Group and their respective financial and legal advisers;
(xiii)	such other information, discussions or analyses as we considered appropriate in the circumstances; and,
(xiv)	participated in certain meetings and discussions with senior officers of MX and MX’s external legal counsel regarding the Amalgamation.

The Board of Directors of the MX engaged NBF and Citigroup Global Markets Inc. (“Citigroup”) to advise on the Transaction and to perform a targeted auction of the MX. In providing this opinion we participated in various discussions and reviewed various correspondence and the results of the targeted sale process that was conducted during November 2007 by NBF and Citigroup which ultimately resulted in the selection of TSX Group’s proposal to acquire all of the MX

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Common Shares. Qualified potential interested parties were contacted, all of which were requested to provide a non-binding expression of interest indicating the consideration they would be prepared to pay and on what terms and conditions they would be interested in acquiring MX.

ASSUMPTIONS AND LIMITATIONS

The opinion is subject to the assumptions, explanations and limitations herein before described and as set forth below.

NBF has relied, without independent verification, upon and has assumed the completeness, accuracy and fair presentation of all of the financial and other information, data, advice, opinions and representations obtained by it from public sources or provided to NBF by or on behalf of MX and its advisors or otherwise, including, without limitation, in meetings and discussions referred to above under “Scope of Review” (collectively, the “Information”). The opinion is conditional upon the completeness, accuracy and fair presentation of such Information. In accordance with the Engagement Agreement, but subject to the exercise of its professional judgment, NBF has not attempted to verify independently the completeness, accuracy or fair presentation of the Information. In the course of our review nothing has come to our attention which would cause us to question the completeness, accuracy or far presentation of the Information. We have assumed, with your consent, that MX completes its acquisition of a minority stake in the Boston Options Exchange (the “BOX”) from the Boston Stock Exchange. With respect to any operating and financial models, forecasts, projections and estimates provided to NBF and used in the analysis supporting the opinion, NBF has noted that projecting future results of any entity is inherently subject to uncertainty and has assumed that such financial models, forecasts, projections and estimates have been reasonably prepared on the basis reflecting the best currently available estimates and judgments of management of MX as to the matters covered thereby and in rendering our opinion, we express no view as to the reasonableness of such forecasts, projections, estimates or assumptions on which they are based.

Senior officers of MX have represented to NBF in a representation letter dated the dated hereof, among other things, that: (i) the Information provided orally by, or in the presence of, an officer or employee of MX, or in writing by MX or any of its subsidiaries or agents to NBF relating to MX (or its subsidiaries) or to the Amalgamation was, at the date the Information was provided to NBF, and is, complete, true and correct and did not and does not contain any untrue statement of a material fact in respect of MX and the Amalgamation and did not and does not omit to state a material fact in relation to MX and the Amalgamation necessary to make the Information not misleading in light of the circumstances under which the Information was provided; (ii) since the dates on which such Information was provided to NBF, there has been no material change, financial or otherwise, in the financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of MX and no material change has occurred in the Information or any part thereof which would have or which would reasonably be expected to have a material effect on the opinion; (iii) since the dates on which the Information was provided to NBF, no material transaction has been entered into by MX; and (iv) all financial material, documentation and other data concerning the Amalgamation and MX, including any projections or forecasts provided to NBF, were prepared on a basis consistent in all material respects with the accounting policies applied in the most recent audited consolidated financial statements of MX, reflect the assumptions disclosed therein (which assumptions management of MX believes to be reasonable) and do not contain any untrue statement of a material fact or omit to state any material fact necessary to make such financial material, documentation or data not misleading.

With respect to all legal and tax matters relating to the Amalgamation and the implementation thereof, we have relied upon MX’s legal and tax counsel and have assumed the accuracy of the disclosure, including the validity and efficacy of the procedures being followed to implement the Amalgamation, all as will be set forth in the Proxy Circular and we do not express any opinion thereon. We do not express any opinion with respect to the tax consequences to MX or any MX Shareholder that may arise as a result of the Amalgamation and have assumed that no material negative tax consequences arise as a result of the Amalgamation. The Amalgamation is subject to a number of conditions outside of the control of MX and TSX Group and we have assumed all conditions precedent to the completion of the Amalgamation can be satisfied in due course and all consents, permissions, exemptions or orders of relevant regularity authorities will be obtained, without adverse conditions or qualifications. In rendering this opinion, we express no view as to the likelihood that the conditions to the Combination Agreement will be satisfied or waived or that the Amalgamation will be implemented as set out in the Proxy Circular and the Combination agreement.

The opinion is rendered on the basis of securities markets, economic, financial and general business conditions prevailing as at the date hereof and the condition and prospects, financial and otherwise, of MX and its affiliates, as they were reflected in the Information. In its analyses and in preparing the opinion, NBF made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are

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beyond the control of any party involved in the Amalgamation. NBF believes these assumptions to be reasonable with respect to MX and TSX Group having regard to the industry in which they operate.

The opinion has been prepared and provided for the use of the Board of Directors of MX and inclusion in the Proxy Circular. The opinion is provided as of the date hereof and NBF disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting the opinion that may come or be brought to the attention of NBF after the date hereof. Without limiting the foregoing, in the event that there is any material change in any fact or matter affecting the opinion after the date hereof, NBF reserves the right to change, modify or withdraw the opinion.

NBF expresses no opinion with respect to future trading prices of the securities of MX or TSX Group and our opinion does not constitute a recommendation to the Board of Directors of MX or any MX Shareholder as to whether or not MX shareholders should vote in favour of the Amalgamation.

For the purposes of our opinion, we have relied on the advice of Ogilvy Renault LLP, counsel to the MX, that the Amalgamation is not subject to, or will be exempted from (on the basis of relief as will be obtained as necessary prior to the Amalgamation), the requirements of Rule 61-501 of the Ontario Securities Commission or Regulation Q-27 of the Autorité des marchés financiers (Québec).

The opinion is based upon a variety of factors. Accordingly, NBF believes that its analyses must be considered as a whole. Selecting portions of its analyses or the factors considered by NBF, without considering all factors and analyses together, could create a misleading view of the process underlying our opinion. The preparation of this opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Any attempt to do so could lead to undue emphasis on any particular factor or analysis.

FAIRNESS METHODOLOGY

In connection with the provision of our fairness opinion, we have performed a variety of financial and comparative analyses, including those described below. In arriving at our opinion, we have not attributed any particular weight to any specific analysis or factor considered by us, but rather have made qualitative judgements based on our experience in rendering such opinions and on the circumstances and information as a whole.

In assessing the fairness of the Transaction Consideration, from a financial point of view, to MX Shareholders, we:

(i)	compared the Transaction Consideration and its implied transaction value to the historical market prices of MX Common Shares and TSX Group Common Shares;
(ii)	compared the Transaction Consideration and its implied value per MX Common Share to the value per MX Common Share implied by our analyses of comparable companies, comparable transactions and discounted cash flow analysis;
(iii)	considered results of the targeted sale process and reviewed with MX management the likelihood of a party, other than the TSX Group, being interested in combining with MX at prices greater than the Transaction Consideration;
(iv)	considered the outlook for the combined entity; and
(v)	considered any other factors or analyses, which we judged, based on our experience in rendering such opinions, to be relevant.

CONCLUSION

Based upon and subject to the foregoing and such other matters as NBF considers relevant, NBF is of the opinion that, as of the date hereof, the Transaction Consideration to be paid to MX shareholders pursuant to the Amalgamation, is fair, from a financial point of view, to MX Shareholders.

Yours very truly,

NATIONAL BANK FINANCIAL INC.

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December 10, 2007

The Board of Directors
Bourse de Montréal Inc.
Tour de la Bourse
P.O. Box 61
800 Victoria Square
Montréal, Québec H4Z 1A9

Members of the Board:

You have requested our opinion as to the fairness, from a financial point of view, to the holders of the common shares of Bourse de Montréal Inc. (“MX”) of the Consideration (defined below) to be received by such holders pursuant to the terms and subject to the conditions set forth in a Combination Agreement, dated as of December 10, 2007 (the “Combination Agreement”), between TSX Group Inc. (“TSX”) and MX. As more fully described in the Combination Agreement, (i) 9189-7058 Québec Inc., a wholly owned subsidiary of TSX (“TSX Subco”), will amalgamate with MX (the “Amalgamation”) and (ii) each outstanding common share, without par value, of MX (“MX Shares”) will, at the election of each holder thereof, either (a) be cancelled and the holder thereof will receive in exchange such number of duly authorized, fully-paid and non-assessable common shares, without par value, of TSX (“TSX Group Shares”), equal to the product of the number of such MX Shares held by such holder multiplied by 0.7784 (the “Exchange Ratio”) or (b) be converted into such number of duly authorized, fully-paid and non-assessable Amalco Redeemable Shares (as defined in the Combination Agreement) as is equal to the number of such MX Shares held by such holder, which Amalco Redeemable Shares will be redeemed immediately following the Amalgamation by the company resulting from the Amalgamation (“Amalco”) in consideration for $39.00 per share (the aggregate consideration to be received by the holders of MX Shares pursuant to the Combination Agreement, the “Consideration”), in each case subject to certain election procedures and adjustments to ensure that the aggregate amount of cash and TSX Group Shares to be paid pursuant to the Combination Agreement will equal the Maximum Cash Consideration and the Maximum Share Consideration, respectively (each as defined in the Combination Agreement) (except to the extent that any cash is paid in lieu of the issuance of fractional TSX Group Shares).

In arriving at our opinion, we reviewed the Combination Agreement and held discussions with certain senior officers, directors and other representatives and advisors of MX and certain senior officers and other representatives and advisors of TSX concerning the business, operations and prospects of MX and TSX. We examined certain publicly available business and financial information relating to MX and TSX as well as certain financial forecasts (only as to 2007 and 2008 for MX) and other information and data relating to MX and TSX which were provided to or otherwise reviewed by or discussed with us by the respective managements of each of MX and TSX, including information relating to the potential strategic implications and operational benefits (including the amount, timing and achievability thereof) anticipated by the management of each of MX and TSX to result from the Amalgamation. We have assumed, with your consent, that MX completes its acquisition of a minority stake in the Boston Options Exchange (the “BOX”) from the Boston Stock Exchange. In addition, we have assumed with your consent, that there are no material undisclosed liabilities of MX and TSX for which adequate reserves or other provisions have not been made. We reviewed the financial terms of the Amalgamation as set forth in the Combination Agreement in relation to, among other things: current and historical market prices and trading volumes of MX Shares and TSX Group Shares; the historical and projected earnings and other operating data of each of MX and TSX; and the capitalization and financial condition of each of MX and TSX. We considered, to the extent publicly available, the financial terms of certain other transactions which we considered relevant in evaluating the Amalgamation and analyzed certain financial, stock market and other publicly available information relating to the businesses of other companies whose operations we considered relevant in evaluating those of MX and TSX. We also evaluated certain potential pro forma financial effects of the Amalgamation on MX and TSX. In connection with our engagement and at the direction of MX, we were requested to approach, and we held discussions with, selected third parties to solicit indications of interest in the possible acquisition of all of MX. In addition to the foregoing, we conducted such other analyses and examinations and considered such other information and financial, economic and market criteria as we deemed appropriate in arriving at our opinion. The issuance of our opinion has been authorized by our fairness opinion committee.

In rendering our opinion, we have assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with us and upon the assurances of the managements of MX and TSX that they are not aware of any relevant information that has been omitted or that remains undisclosed to us. With respect to financial forecasts and other information and data provided to or otherwise reviewed by or discussed with us relating to MX and TSX, including certain

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potential pro forma financial effects of, and strategic implications and operational benefits anticipated to result from, the Amalgamation, we have been advised by the respective managements of MX and TSX that such forecasts and other information and data were reasonably prepared on bases reflecting the best currently available estimates and judgments of the managements of MX and TSX as to the future financial performance of MX and TSX. We have assumed, with your consent, that the financial results (including the potential pro forma financial effects, strategic implications and operational benefits anticipated to result from the Amalgamation) reflected in such forecasts and other information and data will be realized in the amounts and at the times projected by MX and TSX management. We have assumed, with your consent, that the Amalgamation will be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary regulatory or third party approvals, consents and releases for the Amalgamation, no delay, limitation, restriction or condition will be imposed that would have an adverse effect on MX, TSX or the contemplated benefits of the Amalgamation. We are not expressing any opinion as to the tax consequences to MX or any holder of MX Shares that may arise as a result of the Amalgamation and we have assumed, with your consent, that no material negative tax consequences arise as a result of the Amalgamation. We have not made or been provided with an independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of MX or TSX nor have we made any physical inspection of the properties or assets of MX or TSX. Our opinion does not address the underlying business decision of MX to effect the Amalgamation, the relative merits of the Amalgamation as compared to any alternative business strategies that might exist for MX or the effect of any other transaction in which MX might engage. We also express no view as to, and our opinion does not address, the fairness (financial or otherwise) of the amount or nature of any compensation to any officers, directors or employees of any parties to the Amalgamation, or any class of such persons, relative to the Consideration or otherwise. We also express no view as to, and our opinion does not address, the fairness (financial or otherwise) of the support and voting agreements entered into between TSX and certain MX shareholder identified in the Combination Agreement. Our opinion is necessarily based upon information available to us, and financial, stock market and other conditions and circumstances existing, as of the date hereof. For the purposes of our opinion, we have relied on the advice of Ogilvy Renault LLP, counsel to MX, that the Amalgamation is not subject to, or will be exempted from (on the basis of relief as will be obtained as necessary prior to the Amalgamation), the requirements of Rule 61-501 of the Ontario Securities Commission or Regulation Q-27 of the Autorité des marchés financiers (Québec).

Citigroup Global Markets Inc. has acted as financial advisor to MX in connection with the proposed Amalgamation and will receive a fee for such services, a significant portion of which is contingent upon the consummation of the Amalgamation. We also will receive a fee in connection with the delivery of this opinion. We and our affiliates in the past have provided, and currently provide, services to MX unrelated to the proposed Amalgamation, for which services we and such affiliates have received and expect to receive compensation, including, without limitation, acting as co-listing advisor to MX in connection the listing of the MX Shares on the Toronto Stock Exchange, acting as financial advisor to MX in connection with its pending acquisition of a minority interest in the BOX from the Boston Stock Exchange, and acting as a financial advisor to MX in relation to a sale of a 10% stake in MX to NYMEX Holdings, Inc. In addition, one of our affiliates owns an approximately 4.16% interest in the BOX and an employee of Citigroup Global Markets Inc. is a member of the board of directors of the BOX. In the ordinary course of our business, we and our affiliates may actively trade or hold the securities of the MX and TSX for our own account or for the account of our customers and, accordingly, may at any time hold a long or short position in such securities. In addition, we and our affiliates (including Citigroup Inc. and its affiliates) may maintain relationships with MX, the BOX, TSX and their respective affiliates.

Our advisory services and the opinion expressed herein are provided solely for the information of the Board of Directors of MX in its evaluation of the proposed Amalgamation, and our opinion is not intended to be and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act on any matters relating to the proposed Amalgamation.

Based upon and subject to the foregoing, our experience as investment bankers, our work as described above and other factors we deemed relevant, we are of the opinion that, as of the date hereof, the Consideration is fair, from a financial point of view, to the holders of MX Shares.

Very truly yours,

(signed)

CITIGROUP GLOBAL MARKETS INC.

C-7

APPENDIX D — UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL

INFORMATION OF TSX GROUP

D-1

TSX GROUP INC.

Pro Forma Condensed Combined Financial Information (unaudited)

(In thousands of dollars)

	Balance Sheet as at September 30, 2007
										Pro Forma			Pro Forma
	TSX Group			MX			Combined			Adjustments			Combined
Assets
Current:
Cash		45,981			83,937			129,918			430,000	4		129,768
											(428,200	)4
											(1,950	)4
Investments and marketable securities		267,107			34,649			301,756						301,756
Restricted cash		—			1,690			1,690						1,690
Accounts receivable		46,991			7,576			54,567						54,567
Energy contracts receivable		479,573			—			479,573						479,573
Fair value of open energy contracts		81,113			—			81,113						81,113
Daily settlements and cash deposits		—			60,719			60,719						60,719
Prepaid expenses		6,006			1,191			7,197						7,197
Future tax assets		22,906			—			22,906						22,906
		949,677			189,762			1,139,439			(150	)		1,139,289
Long term:
Premises and equipment		22,331			14,082			36,413						36,413
Future tax assets		141,808			2,499			144,307			397	7		144,704
Other assets		22,940			1,946			24,886			(308	)3		23,161
											(1,417	)7
Deferred Compensation		—			—			—			965	3		965
Investments in affiliates		11,549			9,991			21,540			66,867	3		88,407
Intangible assets		65,713			—			65,713			803,500	3		869,213
Goodwill		65,871			—			65,871			450,231	3		516,102
		1,279,889			218,280			1,498,169			1,320,085			2,818,254
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities		37,683			10,350			48,033			15,198	3,6		63,231
Debt due within one year and obligation under capital lease		318			169			487						487
Energy contracts payable		479,573			—			479,573						479,573
Fair value of open energy contracts		81,113			—			81,113						81,113
Daily settlements and cash deposits		—			60,719			60,719						60,719
Deferred revenue		24,944			—			24,944						24,944
Deferred revenue — initial and additional listing fees		59,078			—			59,078						59,078
Income taxes payable		7,900			996			8,896						8,896
		690,609			72,234			762,843			15,198			778,041
Accrued employee benefits liabilities		11,815			941			12,756						12,756
Obligation under capital lease		29			—			29						29
Future tax liabilities		—			1,055			1,055			213,400	3,5		214,455
Long-term debt		—			—			—			430,000	4		428,050
											(1,950	)4
Other liabilities		28,711			—			28,711						28,711
Deferred revenue — initial and additional listing fees		348,709			—			348,709						348,709
		1,079,873			74,230			1,154,103			656,648			1,810,751
Shareholders’ Equity:
Share capital		383,245			139,633			522,878			807,164	3		1,190,409
											(139,633	)3
Contributed surplus		—			581			581			(581	)3		—
Share option plan		4,531			—			4,531			1,343	3,10		5,874
Retained earnings (deficit)		(187,760	)		6,261			(181,499	)		(6,261	)3		(188,780	)
											(1,020	)7
Accumulated other comprehensive income		—			(2,425	)		(2,425	)		2,425	3		—
		200,016			144,050			344,066			663,437			1,007,503
		1,279,889			218,280			1,498,169			1,320,085			2,818,254

See accompanying notes to pro forma condensed combined financial information.

D-2

TSX GROUP INC.

Pro Forma Condensed Combined Financial Information (unaudited)

(In thousands of dollars, except per share amounts)

	Statement of Income — Nine Months Ended September 30, 2007
							Pro Forma			Pro Forma
	TSX Group		MX		Combined		Adjustments			Combined
Revenue:
Issuer services		97,238		—		97,238		(80	)7		97,158
Clearing		—		10,798		10,798					10,798
Trading and related		126,509		32,785		159,294					159,294
Market data		81,916		8,201		90,117		(70	)7		90,047
Business services and other		7,870		11,704		19,574					19,574
Total revenue		313,533		63,488		377,021		(150	)		376,871
Expenses:
Compensation and benefits		71,582		18,422		90,004		11	10		90,015
Information and trading systems		19,939		7,809		27,748		(70	)7		27,678
General and administration		31,311		13,207		44,518		(278	)7		44,240
Amortization		11,590		2,489		14,079		3,500	8		17,579
Total expenses		134,422		41,927		176,349		3,163			179,512
Income from operations		179,111		21,561		200,672		(3,313	)		197,359
Income (loss) from investments in affiliates		192		2,148		2,340					2,340
Investment income		9,895		2,991		12,886					12,886
Interest expense		—		—		—		(18,226	)4		(18,226	)
Income before income taxes		189,198		26,700		215,898		(21,539	)		194,359
Income taxes		70,940		7,285		78,225		(6,031	)5		72,194
Net income		118,258		19,415		137,673		(15,508	)		122,165
Earnings per share (note 9):
Basic	$	1.73								$	1.46
Diluted	$	1.72								$	1.45

See accompanying notes to pro forma condensed combined financial information.

D-3

TSX GROUP INC.

Pro Forma Condensed Combined Financial Information (unaudited)

(In thousands of dollars, except per share amounts)

	Statement of Income — Year Ended December 31, 2006
								Pro Forma			Pro Forma
	TSX Group			MX		Combined		Adjustments			Combined
Revenue:
Issuer services		108,483			—		108,483					108,483
Clearing		—			12,989		12,989					12,989
Trading and related		146,253			39,683		185,936					185,936
Market data		86,941			10,562		97,503		(66	)7		97,437
Business services and other		11,170			16,026		27,196					27,196
Total revenue		352,847			79,260		432,107		(66	)		432,041
Expenses:
Compensation and benefits		79,006			22,811		101,817		165	10		101,982
Information and trading systems		22,014			8,720		30,734		(66	)7		30,668
General and administration		34,228			13,686		47,914		2,167	7		50,081
Amortization		13,048			6,398		19,446		6,367	8		25,813
Total expenses		148,296			51,615		199,911		8,633			208,544
Income from operations		204,551			27,645		232,196		(8,699	)		223,497
Income (loss) from investments in affiliates		(82	)		1,151		1,069					1,069
Investment income		14,425			2,613		17,038					17,038
Interest expense		—			—		—		(24,300	)4		(24,300	)
Income before income taxes		218,894			31,409		250,303		(32,999	)		217,304
Income taxes		87,370			6,578		93,948		(9,240	)5		84,708
Net income		131,524			24,831		156,355		(23,759	)		132,596
Earnings per share (note 9):
Basic	$	1.92									$	1.58
Diluted	$	1.91									$	1.57

See accompanying notes to pro forma condensed combined financial information.

D-4

TSX GROUP INC.

Pro Forma Condensed Combined Financial Information (unaudited)

(In thousands of dollars)

Notes to the Pro Forma Condensed Combined Financial Information

1.  Description of Transactions:

On December 10, 2007, TSX Group and MX entered into a combination agreement (“the Combination Agreement”) pursuant to which TSX Group will indirectly acquire all of MX’s outstanding common shares for a total consideration estimated at $1,251,905, as outlined in note 3, consisting of up to 15,346,000 TSX Group Shares and up to $428,200 in cash. TSX Group intends to finance the cash consideration with a three year term facility of $430,000. The Effective Date of the Amalgamation is expected to occur in the first quarter of 2008, subject to the approval of MX shareholders as well as regulatory approvals. Capitalized terms used but not defined in the unaudited pro forma condensed combined financial information (“Pro Forma Statements”) have the meanings given to these terms in the management proxy circular of MX dated January 10, 2008 (“Circular”).

2.  Basis of Presentation:

The Pro Forma Statements are derived from the historical financial statements of TSX Group and MX and have been prepared in accordance with Canadian GAAP. The Pro Forma Statements should be read in conjunction with the description of the Combination Agreement and the Amalgamation in the Circular and the annual audited consolidated financial statements and interim unaudited consolidated financial statements of TSX Group and MX, including the accompanying notes, for the year ended December 31, 2006 and the nine months ended September 30, 2007, each of which are incorporated by reference in the Circular. The Pro Forma Statements follow the same accounting policies and their methods of application as TSX Group’s consolidated financial statements.

The unaudited pro forma condensed combined balance sheet as at September 30, 2007 is presented as if the Amalgamation occurred on September 30, 2007. The unaudited pro forma condensed combined statements of income for the year ended December 31, 2006 and the nine months ended September 30, 2007 are presented as if the Amalgamation occurred on the first day of 2006.

The Pro Forma Statements are not necessarily indicative of the results or financial position that would have been achieved if the Amalgamation had actually occurred on the dates indicated or of the results or financial position of TSX Group that may be achieved in the future. No adjustments have been made to the Pro Forma Statements to reflect the targeted $25,000 of operating cost savings or the revenue synergies that may be obtained as a result of the Amalgamation described herein.

The purchase price and the purchase price allocation are based on preliminary estimates including estimates of the fair market value of tangible and identifiable intangible assets acquired and liabilities assumed as at the date of the preparation of the Pro Forma Statements and do not necessarily reflect values that will be used at the Effective Date of the Amalgamation of TSX Group and MX. The excess of the estimated purchase price over the net tangible and identifiable intangible assets acquired has been recorded as goodwill.

In preparing the Pro Forma Statements, a preliminary review was undertaken to identify differences between TSX Group’s accounting policies and financial statement presentation and those used by MX where the impact could be material and be reasonably estimated. Certain historical balances have been reclassified to conform to the pro forma condensed combined presentation. Additional accounting policy and presentation differences may be identified after the Amalgamation becomes effective.

3.  Purchase Price and Purchase Price Allocation:

Under the terms of the Combination Agreement, MX shareholders will receive total consideration of up to 15,346,000 TSX Group Shares and up to $428,200 in cash. In addition, all MX Options will be cancelled as of the Effective Date and approximately 225,213 MX Options will be exchanged for 175,305 TSX Group share options (note 10).

The estimated purchase price and the allocation of the estimated purchase price are preliminary and will change once the Amalgamation is effective and the final balances for transaction and restructuring costs, TSX Group share options, increases or decreases in the fair value of assets and liabilities, and other factors are known. The preliminary estimated purchase price is comprised of the following:

Cash	$	428,200
TSX Group Shares (15,327,841(i) shares x $52.66 per share(i))		807,164
Estimated Fair Value of MX Options to be exchanged(ii)		1,343
Estimated direct transaction costs (note 6)		8,495
Estimated restructuring costs (note 6)		6,703
Total Estimated Purchase Price	$	1,251,905

(i)

For purposes of Pro Forma Statements, the TSX Group Shares to be issued have been estimated using the September 30, 2007 MX shares outstanding and the effective exchange ratio for the share consideration which differs from the total consideration possible under the terms of the Combination Agreement. The value of the share consideration has been estimated using a share price of $52.66.

(ii)

For purposes of Pro Forma Statements, the estimated fair value of the TSX Group share options to be issued was estimated using a share price of $52.66 and a Black-Scholes valuation model with the following assumptions which are consistent with those used in the TSX Group unaudited consolidated financial statements for the nine months ended September 30, 2007: expected life of 7 years; risk-free interest rate of 4.0%; expected volatility of 24.6%; and a dividend yield of 2.5% (note 10).

D-5

TSX GROUP INC.

Pro Forma Condensed Combined Financial Information (unaudited)

(In thousands of dollars)

The final purchase price allocation will be based on the estimated fair values of MX tangible and identifiable intangible assets acquired and liabilities assumed as at the Effective Date. TSX Group has engaged a third party to assist in the valuation of the tangible and intangible assets acquired. The basis for the valuation of derivative products is a discounted cash flow model of future anticipated earnings derived using a “greenfield” analysis. Trading participants have been valued using a discounted cash flow of gross earnings derived from trading relationships less the value assigned to derivative products. The valuation of trade names has been estimated on a relief from royalty basis. The estimated useful lives of derivative products, trade names, and regulatory designation are indefinite as the products of the business are perpetual in nature. The useful life of trading participants has been estimated to be 30 years based on observed historical decay rates. The estimated useful life of open interests is based on contract terms. Comparable transactions were also considered in the estimate of fair values and the determination of useful lives.

The fair value of MX’s 31.4% investment in BOX has been measured to reflect the estimated current fair market value of BOX. The Pro Forma Statements have not been adjusted to reflect MX’s agreement with certain shareholders of BOX entered into on December 21, 2007 by virtue of which MX agreed to purchase an additional 21.9% ownership in BOX for US $52,533, subject to regulatory approval.

Excluding MX’s investment in BOX, the book value of MX’s tangible assets and capitalized software has been determined to approximate their fair value and as such, all remaining incremental fair value has been assigned to identifiable intangible assets and goodwill. The goodwill on MX’s consolidated balance sheet of $308 has been eliminated. The following is a preliminary purchase price allocation for purposes of presenting these Pro Forma Statements:

Estimated fair value of tangible assets:
Cash, restricted cash and temporary investments	$	120,276
Capital assets		14,082
Investment in affiliate (BOX)		76,858
Other assets and liabilities		(607	)
Estimated fair value of identifiable intangible assets/liabilities acquired:
Derivative products		630,000
Trading participants		140,000
Trade names		28,800
Regulatory designation		3,000
Open interest		1,700
Deferred compensation (note 10)		965
Future tax liability (note 5)		(213,400	)
Total tangible and identifiable intangible assets and liabilities acquired	$	801,674
Goodwill		450,231
Total preliminary purchase price	$	1,251,905

4.  Pro Forma Adjustments for Financing:

TSX Group intends to finance the $428,200 cash consideration for the Amalgamation with a three-year, $430,000 term facility and will also enter into a three year $50,000 revolving credit facility. Estimated financing fees of $1,950 to secure the facilities have been included in the Pro Forma Statements and have been deducted from long term debt under the effective interest method. The financing fees will be amortized to income over the three year term. A charge of $488 for the nine months ended September 30, 2007 and $650 for the year ended December 31, 2006 has been included in interest expense. Interest has been estimated at 5.5% per annum and the pro forma interest expense is $17,738 for the nine months ended September 30, 2007 and $23,650 for the year ended December 31, 2006. The revolving credit facility is assumed to be un-drawn for purposes of the Pro Forma Statements.

5.  Pro Forma Adjustments for Income Taxes:

The estimated increase in the fair value of the net assets and liabilities, including the identifiable intangible assets acquired as detailed in the preliminary purchase price allocation, has been tax effected using an effective statutory future tax rate of 26.3% and is included in future tax liabilities. Income tax expense has been calculated on the pro forma adjustments to the unaudited pro forma condensed combined statements of income for the nine months ended September 30, 2007 and the year ended December 31, 2006 based on a blended approximate statutory tax rate of 28%. The income tax rates used reflect the MX provincial tax holiday in the province of Québec and the recent substantively enacted federal rate reductions. The pro forma combined income tax expense does not reflect the amounts that would have resulted if TSX Group and MX had been a combined entity during the periods presented.

D-6

TSX GROUP INC.

Pro Forma Condensed Combined Financial Information (unaudited)

(In thousands of dollars)

6.  Pro Forma Adjustment for Transaction and Restructuring Costs:

Transaction and restructuring costs which are included in the purchase price have been recognized as accrued liabilities for purposes of preparing the Pro Forma Statements. The transaction costs of $8,495 represent a preliminary estimate of TSX Group’s legal, accounting, and investment banking fees which were directly incurred for the Amalgamation. The restructuring costs of $6,703 represent a preliminary estimate of severance and other costs expected to be incurred to realize efficiencies from the Amalgamation.

In addition, in connection with the Amalgamation, TSX Group and MX may incur approximately $33,030 for certain transaction costs including investment banking and legal fees of MX and contract termination and employment costs of TSX Group which have not been included in the estimated purchase price or the Pro Forma Statements.

7.  Pro Forma Adjustment for Inter-Company Transactions:

Fees paid by MX to TSX Group for listing on Toronto Stock Exchange as well as for the purchase of market data have been eliminated from the unaudited pro forma condensed combined statements of income for the nine months ended September 30, 2007 and the year ended December 31, 2006. For the nine months ended September 30, 2007, MX paid TSX Group $278 (of which $80 was recognized as revenue and the remainder was deferred by TSX Group) for issuer services and $70 for market data. For the year ended December 31, 2006, MX paid TSX Group $66 for market data. In addition, a deferred charge of $1,417 on the consolidated balance sheet of TSX Group as at September 30, 2007 for a payment to MX relating to the purchase of NGX in 2004 has been eliminated for purposes of the Pro Forma Statements. The related expense of $2,167 for the write off of the deferred charge has been included in the pro forma condensed combined statement of income for the year ended December 31, 2006.

8.  Pro Forma Adjustments for Amortization of Identifiable Intangible Assets:

Fair values and the estimated useful lives for identifiable intangible assets are based on a preliminary valuation as outlined in note 3. Amortization expense has been calculated using a straight-line method over the estimated useful life. The pro forma amortization expense for the nine months ended September 30, 2007 and the year ended December 31, 2006 has been estimated as follows:

				Amortization
				Nine Months Ended		Year Ended
			Estimated Useful	September 30,		December 31,
	Estimated Fair Value		Life (in years)	2007		2006
Derivative products	$	630,000	Indefinite	$	—	$	—
Trading participants		140,000	30		3,500		4,667
Trade names		28,800	Indefinite		—		—
Regulatory designation		3,000	Indefinite		—		—
Open interest(i)		1,700	0.5		—		1,700
Total Pro Forma Amortization				$	3,500	$	6,367

(i)  The fair value of open interest has been fully amortized in the unaudited pro forma condensed combined statement of income for the year ended December 31, 2006.

9.  Pro Forma Adjustments for Weighted Average Number of Shares Outstanding:

With the exception of TSX Group share options to be issued in connection with the Amalgamation, there are no additional dilutive factors expected to impact TSX Group’s common shares. The following table demonstrates the estimated impact of the shares to be issued in connection with the Combination Agreement:

	Nine Months Ended		Year Ended
	September 30,		December 31,
	2007		2006
TSX Group weighted average Shares — Basic		68,412,679		68,329,758
Pro forma TSX Group Shares issued (note 3(i))		15,327,841		15,327,841
TSX Group pro forma weighted average Shares — Basic		83,740,520		83,657,599
TSX Group weighted average Shares — Diluted		68,896,557		68,998,718
Pro forma TSX Group Shares issued (note 3(i))		15,327,841		15,327,841
Pro forma TSX Group share options (note 10)		103,377		103,377
TSX Group pro forma weighted average Shares — Diluted		84,327,775		84,429,936

D-7

TSX GROUP INC.

Pro Forma Condensed Combined Financial Information (unaudited)

(In thousands of dollars)

10.  Pro Forma Adjustments for Share Options:

Under the terms of the Combination Agreement, TSX Group will issue TSX Group share options to holders of MX Options using an exchange ratio of 0.7784 for each MX Option exchanged. Other than the exercise price and number of underlying options, the TSX Group share options will have terms and conditions identical to those of the MX Options. Under the MX option plan, 50% of MX Options vest subject to the passage of time (four years) and 50% of MX Options vest upon achieving performance criteria over the four year period. For purposes of the Pro Forma Statements, 103,377 TSX Group share options have been included in the estimated purchase price and the MX Options that are subject to performance criteria in future periods have been determined to have no value.

The estimated value of the TSX Group share options is based on a Black-Scholes valuation as described in note 3(ii). The number of vested options has been estimated assuming that the 2007 performance criteria on the MX options have been met. The estimated value of the unvested options represents deferred compensation and is to be expensed over the vesting period of four years. The unaudited pro forma condensed combined statements of income for the nine months ended September 30, 2007 and the year ended December 31, 2006 include estimated compensation expense for the unvested TSX Group share options to be issued of $181 and $241 respectively, offset by the elimination of MX stock compensation costs during those periods for MX Options to be cancelled of $170 and $76, respectively.

D-8

The Depositary for the Amalgamation is:

CIBC Mellon Trust Company

2001 University Street,
Suite 1600,
Montréal, Québec,
H3A 2A6
Telephone: (514) 285-3600 199 Bay Street,
Commerce Court West,
Securities Level
Toronto, Ontario
M5L 1G9
Telephone: (416) 643-5500

Toll Free (Canada):1-800-387-0825

Toll Free (Canada and U.S.) 1-800-387-0825

MX’s Financial Advisors for the Amalgamation are:

National Bank Financial
1155 Metcalfe St.
Montreal (Qc) H3B 4S9

1-800-361-8838
United States: 1-800-678-7155

Citigroup Global Markets Inc.
388 Greenwich Street,
New York, NY 10013

Toll Free: 1-800-285-3000

The Proxy Solicitation Agent for the Amalgamation is:

The Exchange Tower

130 King Street West, Suite 2950, P.O. Box 361

Toronto, Ontario

M5X 1E2

North American Toll Free Phone:

1-800-775-1986

Email: contactus@kingsdaleshareholder.com

Facsimile: 416-867-2271

Toll Free Facsimile: 1-866-545-5580

Outside North America, Banks and Brokers Call Collect: 416-867-2272

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS TO BE DELIVERED TO
OFFEREES OR PURCHASERS

Indemnification of Directors, Officers and Controlling Persons

     Section 136 of the Business Corporations Act (Ontario) (the “Act”) which governs TSX Group, provides that TSX Group may indemnify a director or officer of TSX Group, a former director or officer of TSX Group or another individual who acts or acted at TSX Group’s request as a director or officer, or an individual acting in a similar capacity, or another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with TSX Group or other entity. TSX Group may advance money to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to above. Despite the above, TSX Group shall not indemnify an individual, unless the individual acted honestly and in good faith with a view to the best interests of TSX Group or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at TSX Group’s request. In addition, if the matter is a criminal or administrative action or proceeding that is enforced by a monetary penalty, TSX Group shall not indemnify an individual unless the individual had reasonable grounds for believing that the individual’s conduct was lawful. TSX Group may, however, with the approval of a court, indemnify an individual or advance moneys in respect of an action by or on behalf of TSX Group or other entity to obtain a judgment in its favor, to which the individual is made a party because of the individual’s association with TSX Group or other entity, against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if the individual fulfils the conditions set out above. An individual is entitled to indemnification from TSX Group in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defence of any civil, criminal, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual’s association with TSX Group or other entity, if the individual seeking an indemnity, (a) was not judged by a court or other competent authority to have committed any fault or omitted to do anything the individual ought to have done; and (b) fulfils the conditions set out above. TSX Group may purchase and maintain insurance for the benefit of an individual referred to above against any liability incurred by the individual, (a) in the individual’s capacity as a director or officer of TSX Group; or (b) in the individual’s capacity as a director or officer, or a similar capacity, of another entity, if the individual acts or acted in that capacity at TSX Group’s request. TSX Group or a person (as defined in the Act) referenced above, may apply to the court for an order approving an indemnity under Section 136 and the court may so order and make any further order it thinks fit and the court may order notice to be given to any interested person and such person is entitled to appear and be heard in person or by counsel.

     The sections of the by-laws of TSX Group under the heading “Protection of Directors, Officers and Other” provide:

Section 6.1     Limitation of Liability — Every director and officer of the Corporation in exercising his powers and discharging his or her duties shall act honestly and in good faith with a view to the best interests of the Corporation and shall exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no director or officer shall be liable for the acts, neglects or defaults of any other director, officer or employee, or for joining in any act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Corporation shall be invested, or for any loss or damage arising from bankruptcy, insolvency or tortuous acts of any person with whom any of the monies, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his or her part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his or her office or in relation thereto; provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act or any other applicable law or from liability for any breach thereof.

Section 6.2     Indemnity — The Corporation shall indemnify all persons in such circumstances as the Act permits or requires. Nothing in this by-law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this by-law.

Section 6.3     Insurance — The Corporation may purchase and maintain insurance for the benefit of any person referred in Section 6.2 for such liabilities and in such amounts as the board may from time to time determine and as permitted by the Act.

     TSX Group has entered into indemnification agreements (each, an “Indemnification Agreement”) with its directors and officers (each, an “Indemnified Party”). Pursuant to Indemnification Agreement, TSX Group has agreed to indemnify and save harmless the Indemnified Party from and against all costs, charges and expenses, including an amount to settle an action or satisfy a judgment, reasonably incurred by the Indemnified Party in respect of any civil, criminal, administrative, investigative or other proceeding in which the Indemnified Party is involved by reason of being or having been a director and officer; and from and against all liabilities, damages, costs, charges and expenses whatsoever that the Indemnified Party may sustain or incur as a result of serving as a director and officer in respect of any act, matter, deed or thing whatsoever made, done, committed, permitted or acquiesced in by the Indemnified Party as a director and officer, whether in an official capacity or not, and whether before or after the effective date of the Indemnification Agreement.

     Such indemnification shall be made only if the Indemnified Party acted honestly and in good faith with a view to the best interests of either TSX Group or the body corporate for which the director or officer served in a similar capacity at the request of TSX Group (“Body Corporate”), as the case may be; and in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnified Party had reasonable grounds for believing that the Indemnified Party’s conduct was lawful.

     In respect of an action by or on behalf of TSX Group or Body Corporate to procure a judgment in its favor to which the Indemnified Party is made a party by reason of being or having been a director and officer of TSX Group or such Body Corporate, indemnification shall be made only after obtaining approval of the court having jurisdiction.

     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling TSX Group pursuant to the foregoing provisions, TSX Group has been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

EXHIBITS

Exhibit No.	Description
1.1	Bourse de Montréal Inc. Notice of Special General Meeting and Management Proxy Circular dated January 10, 2008 (included in Part I of this Registration Statement)
1.2	Form of Proxy accompanying Bourse de Montréal Inc.’s Notice of Special General Meeting and Management Proxy Circular dated January 10, 2008
1.3	Transmittal and Election Form accompanying Bourse de Montréal Inc’s Notice of Special General Meeting and Management Proxy Circular dated January 10, 2008
2.1	Amalgamation Agreement among TSX Group Inc., 9189-7058 Québec Inc, 1372434 Alberta Inc. and Bourse de Montréal Inc., to which 9190-1983 Québec Inc. intervened dated December 10, 2007, as amended and restated on January 10, 2008 (incorporated by reference to filings pursuant to Rule 425 under the U.S. Securities Act of 1933 dated December 11, 2007 and January 14, 2008) (the “Amalgamation Agreement”)
2.2	Voting and Support Agreement in connection with TSX Group Inc.’s proposed combination with Bourse de Montréal Inc. between TSX Group Inc. and Mr. Luc Bertrand dated December 10, 2007 (incorporated by reference to filing pursuant to Rule 425 under the U.S. Securities Act of 1933 dated December 13, 2007)
2.3	Voting and Support Agreement in connection with TSX Group Inc.’s proposed combination with Bourse de Montréal Inc. between TSX Group Inc. and Mr. Stephen Wayne Finch dated December 10, 2007 (incorporated by reference to filing pursuant to Rule 425 under the U.S. Securities Act of 1933 dated December 13, 2007)
2.4	Voting and Support Agreement in connection with TSX Group Inc.’s proposed combination with Bourse de Montréal Inc. between TSX Group Inc. and Mr. Jean Turmel dated December 10, 2007 (incorporated by reference to filing pursuant to Rule 425 under the U.S. Securities Act of 1933 dated December 13, 2007)
2.5	Voting and Support Agreement in connection with TSX Group Inc.’s proposed combination with Bourse de Montréal Inc. between TSX Group Inc. and NYMEX Holdings Inc. dated December 12, 2007 (incorporated by reference to filing pursuant to Rule 425 under the U.S. Securities Act of 1933 dated December 21, 2007)
2.6	Combination Agreement dated as of December 10, 2007 between Bourse de Montréal Inc. and TSX Group Inc. as amended on January 10, 2008 (incorporated by reference to filings pursuant to Rule 425 under the U.S. Securities Act of 1933 dated December 11, 2007 and January 14, 2008) (the “Combination Agreement”)
3.1	Audited consolidated financial statements of Bourse de Montréal Inc. for the years ended December 31, 2006, 2005 and 2004, together with the accompanying report of the auditor thereon and the notes thereto, as contained on pages F-3 to F-30 of the Bourse de Montréal Inc.’s non-offering prospectus dated March 23, 2007 (the “Prospectus”)
3.2	Unaudited consolidated financial statements of Bourse de Montréal Inc. as at September 30, 2007 and for the three-month and nine-month periods ended September 30, 2007 and 2006, together with the notes thereto
3.3	The section entitled “Risk Factors” contained on pages 97 to 109 of the Prospectus
3.4	Material change report of Bourse de Montréal Inc. dated December 14, 2007 disclosing the amalgamation of Bourse de Montréal Inc. and 9189-7058 Québec Inc., an indirect wholly-owned subsidiary of TSX Group Inc. (the “Amalgamation”), and the execution of the Combination Agreement and the Amalgamation Agreement
3.5	Annual information form of TSX Group Inc. dated March 26, 2007 (incorporated by reference to submission pursuant to Rule 12g3-2(b) under the U.S. Securities Act of 1933 dated January 10, 2007)
3.6	Audited annual consolidated financial statements of TSX Group Inc., together with the accompanying report of the auditors, as at December 31, 2006 and 2005 and for the fiscal years ended December 31, 2006 and 2005 (incorporated by reference to submission pursuant to Rule 12g3-2(b) under the U.S. Securities Act of 1933 dated January 10, 2007)
3.7	Unaudited interim consolidated financial statements of TSX Group Inc. as at September 30, 2007 and for the three-month and nine-month periods ended September 30, 2007 and 2006 (incorporated by reference to submission pursuant to Rule 12g3-2(b) under the U.S. Securities Act of 1933 dated January 10, 2007)
3.8	Management’s discussion and analysis of financial condition and results of operations of TSX Group Inc. for the fiscal year ended December 31, 2006 (incorporated by reference to submission pursuant to Rule 12g3-2(b) under the U.S. Securities Act of 1933 dated January 10, 2007)
3.9	Management’s discussion and analysis of financial condition and results of operations of TSX Group Inc. for the three-month and nine-month periods ended September 30, 2007 (incorporated by reference to submission pursuant to Rule 12g3-2(b) under the U.S. Securities Act of 1933 dated January 10, 2007)
3.10	Notice of annual and special meeting of TSX Group shareholders and management proxy circular of TSX Group Inc. dated April 25, 2007 (incorporated by reference to submission pursuant to Rule 12g3-2 (b) under the U.S. Securities Act of 1933 dated January 10, 2007)
3.11	Material change report of TSX Group Inc. dated December 13, 2007 relating to the Amalgamation (incorporated by reference to filing pursuant to Rule 425 under the U.S. Securities Act of 1933 dated December 21, 2007)
3.12	Material change report of TSX Group Inc. dated January 8, 2008 relating to the resignation of the current Chief Executive Officer and the appointment of two interim Co-Chief Executive Officers of TSX Group Inc. (incorporated by reference to filing pursuant to Rule 425 under the U.S. Securities Act of 1933 dated January 8, 2007)
4.1	Consent of KPMG LLP relating to TSX Group Inc. Financial Statements
4.2	Consent of KPMG LLP relating to Bourse de Montréal Inc. Financial Statements
5.1	Powers of Attorney (included on the signature page of this Registration Statement)

PART III

UNDERTAKINGS AND CONSENT TO SERVICE OF PROCESS

Item 1.   Undertakings

     TSX Group undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to
Form F-8 or to transactions in said securities.

Item 2.   Consent to Service of Process

     An Appointment of Agent for Service of Process and Undertaking on Form F-X is being filed by TSX Group concurrently with this Registration Statement.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, TSX Group certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Toronto, Province of Ontario, Country of Canada, on January 14, 2008.

TSX Group Inc.
By:	/s/  Michael S. Ptasznik
	Name:	Michael S. Ptasznik
	Title:	Co-Chief Executive Officer

POWER OF ATTORNEY

     Each person whose signature appears below on this Registration Statement hereby constitutes and appoints each of Sharon C. Pel and Michael S. Ptasznik his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (unless revoked in writing) to sign any and all amendments (including post-effective amendments thereto) to this Registration Statement to which this power of attorney is attached, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agent, each acting alone, or his substitute, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Wayne C. Fox Wayne C. Fox	Chair of the Board, TSX Group	January 14, 2008
/s/  Rik Parkhill Rik Parkhill	Co-Chief Executive Officer, Executive Vice President, TSX Group and President, TSX Markets	January 14, 2008
/s/  Michael S. Ptasznik Michael S. Ptasznik	Co-Chief Executive Officer, Senior Vice President and Chief Financial Officer, TSX Group	January 14, 2008
/s/  Tullio Cedraschi Tullio Cedraschi	Member of the Board, TSX Group	January 14, 2008
/s/  Raymond Chan Raymond Chan	Member of the Board, TSX Group	January 14, 2008
/s/  Raymond Garneau Raymond Garneau	Member of the Board, TSX Group	January 14, 2008
/s/  John A. Hagg John A. Hagg	Member of the Board, TSX Group	January 14, 2008
/s/  Harry A. Jaako Harry A. Jaako	Member of the Board, TSX Group	January 14, 2008
/s/  J. Spencer Lanthier J. Spencer Lanthier	Member of the Board, TSX Group	January 14, 2008
/s/  Jean Martel Jean Martel	Member of the Board, TSX Group	January 14, 2008
/s/  Owen McCreery Owen McCreery	Member of the Board, TSX Group	January 14, 2008
/s/  John P. Mulvihill John P. Mulvihill	Member of the Board, TSX Group	January 14, 2008
/s/  Richard W. Nesbitt Richard W. Nesbitt	Member of the Board, TSX Group	January 14, 2008
/s/  Kathleen M. O’Neill Kathleen M. O’Neill	Member of the Board, TSX Group	January 14, 2008
/s/  Gerri B. Sinclair Gerri B. Sinclair	Member of the Board, TSX Group	January 14, 2008

     Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the undersigned has signed this Registration Statement, solely in the capacity of the duly authorized representative of TSX Group Inc. in the United States, in Toronto, Province of Ontario, Canada on this 14^th day of January, 2008.

TSX Group US Holdings, Inc.
By:	/s/  Sharon C. Pel
	Name:	Sharon C. Pel
	Title:	Vice President and Secretary

EXHIBIT INDEX

Exhibit No.	Description
1.1	Bourse de Montréal Inc. Notice of Special General Meeting and Management Proxy Circular dated January 10, 2008 (included in Part I of this Registration Statement)
1.2	Form of Proxy accompanying Bourse de Montréal Inc.’s Notice of Special General Meeting and Management Proxy Circular dated January 10, 2008
1.3	Transmittal and Election Form accompanying Bourse de Montréal Inc’s Notice of Special General Meeting and Management Proxy Circular dated January 10, 2008
2.1	Amalgamation Agreement among TSX Group Inc., 9189-7058 Québec Inc, 1372434 Alberta Inc. and Bourse de Montréal Inc., to which 9190-1983 Québec Inc. intervened dated December 10, 2007, as amended and restated on January 10, 2008 (incorporated by reference to filings pursuant to Rule 425 under the U.S. Securities Act of 1933 dated December 11, 2007 and January 14, 2008) (the “Amalgamation Agreement”)
2.2	Voting and Support Agreement in connection with TSX Group Inc.’s proposed combination with Bourse de Montréal Inc. between TSX Group Inc. and Mr. Luc Bertrand dated December 10, 2007 (incorporated by reference to filing pursuant to Rule 425 under the U.S. Securities Act of 1933 dated December 13, 2007)
2.3	Voting and Support Agreement in connection with TSX Group Inc.’s proposed combination with Bourse de Montréal Inc. between TSX Group Inc. and Mr. Stephen Wayne Finch dated December 10, 2007 (incorporated by reference to filing pursuant to Rule 425 under the U.S. Securities Act of 1933 dated December 13, 2007)
2.4	Voting and Support Agreement in connection with TSX Group Inc.’s proposed combination with Bourse de Montréal Inc. between TSX Group Inc. and Mr. Jean Turmel dated December 10, 2007 (incorporated by reference to filing pursuant to Rule 425 under the U.S. Securities Act of 1933 dated December 13, 2007)
2.5	Voting and Support Agreement in connection with TSX Group Inc.’s proposed combination with Bourse de Montréal Inc. between TSX Group Inc. and NYMEX Holdings Inc. dated December 12, 2007 (incorporated by reference to filing pursuant to Rule 425 under the U.S. Securities Act of 1933 dated December 21, 2007)
2.6	Combination Agreement dated as of December 10, 2007 between Bourse de Montréal Inc. and TSX Group Inc. as amended on January 10, 2008 (incorporated by reference to filings pursuant to Rule 425 under the U.S. Securities Act of 1933 dated December 11, 2007 and January 14, 2008) (the “Combination Agreement”)
3.1	Audited consolidated financial statements of Bourse de Montréal Inc. for the years ended December 31, 2006, 2005 and 2004, together with the accompanying report of the auditor thereon and the notes thereto, as contained on pages F-3 to F-30 of the Bourse de Montréal Inc.’s non-offering prospectus dated March 23, 2007 (the “Prospectus”)
3.2	Unaudited consolidated financial statements of Bourse de Montréal Inc. as at September 30, 2007 and for the three-month and nine-month periods ended September 30, 2007 and 2006, together with the notes thereto
3.3	The section entitled “Risk Factors” contained on pages 97 to 109 of the Prospectus
3.4	Material change report of Bourse de Montréal Inc. dated December 14, 2007 disclosing the amalgamation of Bourse de Montréal Inc. and 9189-7058 Québec Inc., an indirect wholly-owned subsidiary of TSX Group Inc. (the “Amalgamation”), and the execution of the Combination Agreement and the Amalgamation Agreement
3.5	Annual information form of TSX Group Inc. dated March 26, 2007 (incorporated by reference to submission pursuant to Rule 12g3-2(b) under the U.S. Securities Act of 1933 dated January 10, 2007)
3.6	Audited annual consolidated financial statements of TSX Group Inc., together with the accompanying report of the auditors, as at December 31, 2006 and 2005 and for the fiscal years ended December 31, 2006 and 2005 (incorporated by reference to submission pursuant to Rule 12g3-2(b) under the U.S. Securities Act of 1933 dated January 10, 2007)
3.7	Unaudited interim consolidated financial statements of TSX Group Inc. as at September 30, 2007 and for the three-month and nine-month periods ended September 30, 2007 and 2006 (incorporated by reference to submission pursuant to Rule 12g3-2(b) under the U.S. Securities Act of 1933 dated January 10, 2007)
3.8	Management’s discussion and analysis of financial condition and results of operations of TSX Group Inc. for the fiscal year ended December 31, 2006 (incorporated by reference to submission pursuant to Rule 12g3-2(b) under the U.S. Securities Act of 1933 dated January 10, 2007)
3.9	Management’s discussion and analysis of financial condition and results of operations of TSX Group Inc. for the three-month and nine-month periods ended September 30, 2007 (incorporated by reference to submission pursuant to Rule 12g3-2(b) under the U.S. Securities Act of 1933 dated January 10, 2007)
3.10	Notice of annual and special meeting of TSX Group shareholders and management proxy circular of TSX Group Inc. dated April 25, 2007 (incorporated by reference to submission pursuant to Rule 12g3-2 (b) under the U.S. Securities Act of 1933 dated January 10, 2007)
3.11	Material change report of TSX Group Inc. dated December 13, 2007 relating to the Amalgamation (incorporated by reference to filing pursuant to Rule 425 under the U.S. Securities Act of 1933 dated December 21, 2007)
3.12	Material change report of TSX Group Inc. dated January 8, 2008 relating to the resignation of the current Chief Executive Officer and the appointment of two interim Co-Chief Executive Officers of TSX Group Inc. (incorporated by reference to filing pursuant to Rule 425 under the U.S. Securities Act of 1933 dated January 8, 2007)
4.1	Consent of KPMG LLP relating to TSX Group Inc. Financial Statements
4.2	Consent of KPMG LLP relating to Bourse de Montréal Inc. Financial Statements
5.1	Powers of Attorney (included on the signature page of this Registration Statement)

EX-1.2

Exhibit 1.2

BOURSE DE MONTRÉAL INC.
Form of Proxy
For Special General Meeting of Shareholders

The undersigned shareholder of Bourse de Montréal Inc. (“MX”) hereby appoints Jean Turmel, Chairman of the Board and a director of MX, of Outremont, Québec, or failing him, Luc Bertrand, President and Chief Executive Officer and a director of MX, of Baie d’Urfé, Québec, or instead of either of the foregoing,                                  , as proxyholder of the undersigned, with full power of substitution, to attend, act and vote, for and on behalf of the undersigned, at the Special General Meeting of shareholders of MX (the “Meeting”), to be held on February 13, 2008, and at any adjournment or postponement thereof, and on every ballot that may take place in consequence thereof, to the same extent and with the same powers as if the undersigned were personally present at the Meeting with authority to vote at the said proxyholders’ discretion, except as otherwise specified below.

Capitalized terms not otherwise defined in this Form of Proxy have the meaning ascribed to them in the management proxy circular (the “Circular”) dated January 10, 2008 which accompanies this Form of Proxy. In the event of any contradiction between this Form of Proxy and the Circular, the Circular shall govern.

Without limiting the general powers hereby conferred, the undersigned hereby directs the said proxyholder to vote the shares represented by this instrument of proxy in the following manner:

1.  FOR o or AGAINST o (or if no choice is specified, FOR) the approval of the Amalgamation Resolution relating to the Amalgamation of MX with an indirect wholly-owned subsidiary of TSX Group Inc., as specifically set forth in Appendix “A” to the Circular; and

2.  At the discretion of the said proxyholders, upon any amendment or variation of the above matters or any other matter that may properly come before the Meeting or any adjournment or postponement thereof in such manner as such proxyholder, in such proxyholder’s sole judgment, may determine.

This Form of Proxy is solicited on behalf of the management of MX. The shares represented by this Form of Proxy will be voted, where the shareholder has specified a choice with respect to the above matters, as directed above or, if no direction is given, will be voted FOR the Amalgamation Resolution.

Each shareholder has the right to appoint a proxyholder, other than the persons designated above, who need not be a shareholder of MX, to attend, act and vote for him and on his behalf at the Meeting. To exercise such right, the names of the nominees of management should be crossed out and the name of the shareholder’s appointee should be legibly printed in the blank space provided.

The undersigned hereby revokes any proxies heretofore given.

Dated this       day of                      , 2008.

(signature of shareholder)

(name of shareholder — please print)

(see over for notes)

NOTES:

1.	If the shareholder is a corporation, its corporate seal must be affixed or it must be signed by an officer or attorney thereof duly authorized.
2.	This instrument of proxy must be dated and the signature hereon must correspond to the name in which the shares are registered, without any alteration or other change. If this instrument of proxy is not dated in the space provided, it is deemed to be dated the date on which it is mailed.
3.	Persons signing as executors, administrators, trustees, etc., should so indicate and give their full title as such.
4.	This instrument of proxy will not be valid and will not be acted upon or voted unless it is completed as outlined herein and delivered by mail or registered mail to the attention of CIBC Mellon Trust Company at P.O. Box 1036, Adelaide Street Postal Station, Toronto, Ontario, M5C 2K4, Attention: Corporate Restructures, or otherwise by hand delivery or courier to CIBC Mellon Trust Company, Attention: Corporate Restructures, at 2001 University Street, Suite 1600, Montréal, Québec, H3A 2A6, or 199 Bay Street Commerce Court West, Securities Level, Toronto, Ontario, M5L 1G9, so that it is received not later than 5:00 p.m. (Montréal time) on February 11, 2008 or, if the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time set for the adjourned or postponed Meeting. A proxy is valid only at the meeting in respect of which it is given or any adjournment(s) or postponement(s) of that meeting.
5.	In many cases, shares beneficially owned by a shareholder (a “Non-Registered Shareholder”) are registered in the name of a broker, investment dealer, bank, trust company or other intermediary. Non-Registered Shareholders should follow the instructions of their intermediaries to vote their shares of MX.

EX-1.3

Exhibit 1.3

TRANSMITTAL AND ELECTION FORM

Please Review the Instructions Before Completing

this Transmittal and Election Form

BOURSE DE MONTRÉAL INC.

TRANSMITTAL AND ELECTION FORM FOR REGISTERED HOLDERS OF
BOURSE DE MONTRÉAL INC.
COMMON SHARES

Bourse de Montréal Inc. (“MX”) shareholders whose common shares (“MX Shares”) are registered in the name of a broker, investment dealer, bank, trust company or other intermediary should contact that intermediary for instructions and assistance in delivering those MX Shares and making an election in respect thereof.

This Transmittal and Election Form (the “Form”) is for use by registered holders (“MX Shareholders”) of MX Shares in connection with a proposed amalgamation (the “Amalgamation”) of 9189-7058 Québec Inc. (“TSX Subco”), an indirect wholly-owned subsidiary of TSX Group Inc. (“TSX Group”), and MX, which Amalgamation will be submitted to a vote at the special general meeting (the “Meeting”) of MX Shareholders to be held on February 13, 2008. MX Shareholders are referred to the management proxy circular (the “Circular”) dated January 10, 2008 which accompanies this Form.

It is recommended that all certificate(s) representing MX Shares which you hold and are subject to this election be attached to this Form and delivered to CIBC Mellon Trust Company (the “Depository”), together with all other required documents, in accordance with the instructions set forth below. No common shares of TSX Group (“TSX Group Shares”) or cheque in satisfaction of the cash consideration which an MX Shareholder has the right to receive under the terms of the Amalgamation, will be sent to an MX Shareholder unless share certificates representing MX Shares subject to this election, together with all other required documents, have been delivered to the Depository.

Please read the Circular (including the appendices attached thereto and documents incorporated by reference therein) and, in particular, the provisions relating to pro-ration set forth therein, together with the attached instructions carefully before completing this Form. Capitalized terms not otherwise defined in this Form have the meaning ascribed to them in the Circular. In the event of any contradiction between this Form and the Circular, the Circular shall govern.

This Form must be duly completed and returned not later than 5:00 p.m. (Montréal time) on the second Business Day preceding the Effective Date (the “Election Deadline”), to the Depository at the office specified on the last page hereof. The Effective Date shall be announced by way of a press release issued by MX once all conditions precedent required to proceed with the Amalgamation have been satisfied.

THIS FORM SHOULD BE COMPLETED BY EVERY REGISTERED MX SHAREHOLDER. IF THE DEPOSITORY HAS NOT RECEIVED A DULY COMPLETED FORM, TOGETHER WITH ALL OTHER REQUIRED DOCUMENTS, IN RESPECT OF ANY MX SHARES DEPOSITED BY SUCH MX SHAREHOLDER IN CONNECTION WITH THE AMALGAMATION BY THE ELECTION DEADLINE, EACH SUCH MX SHAREHOLDER WILL, UPON THE AMALGAMATION, BE DEEMED TO HAVE ELECTED THE CASH ALTERNATIVE, AS HEREINAFTER DEFINED.

If the Amalgamation does not proceed, this Form will be of no effect and the Depository will return all deposited certificates representing MX Shares to the registered holders thereof as soon as possible.

TO:      MX, TSX Group and TSX Subco

AND TO:  The Depository

The undersigned, by execution of this Form, hereby represents and warrants that: (i) the undersigned is the registered holder of the MX Shares represented by the share certificates indicated in the table below; (ii) such shares are owned by the undersigned, free and clear of all mortgages, liens, charges, encumbrances, security interests and adverse claims; (iii) the undersigned has full power and authority to make this election and deposit such shares; and (iv) unless the undersigned shall have revoked this election by notice in writing given to MX before the Election Deadline, the undersigned will not, between the date hereof and the Effective Date, transfer or permit to be transferred any of such MX Shares.

Certificate		Number of
Number	Name of Registered Holder	Common Shares

Note: If space insufficient, please attach a list in the above form.

THE UNDERSIGNED ACKNOWLEDGES THAT HE/SHE/IT HAS READ THE CIRCULAR and that the Board of Directors of MX has not made any recommendation as to whether the MX Shareholders should elect the Cash Alternative or the Share Alternative.

ELECTION

The undersigned hereby makes the following election in respect of each MX Share registered in his/her/its name and identified above:

o   the undersigned elects to receive 0.7784 of a TSX Group Share for each MX Share registered in his/her/its name (the “Share Alternative”), subject to pro-ration as described in the Circular; or

o   the undersigned elects to receive one Amalco Redeemable Share, redeemable for $39.00 in cash, for each MX Share registered in his/her/its name (the “Cash Alternative”), subject to pro-ration as described in the Circular.

Please Complete the Appropriate Box

Where no election is made. where the election is not properly made, or where this Form is received after the Election Deadline, the depositing MX Shareholder will be deemed to have elected the Cash Alternative.

Note that the election may have material income tax consequences and, as a result, MX Shareholders are urged to consult their tax advisor in that regard. See “Certain Tax Considerations for MX Shareholders” in the Circular.

Unless otherwise indicated under Payment Instructions, Special Delivery Instructions or Special Pick-Up Instructions below (in which case payment or delivery shall be made in accordance with those instructions), the TSX Group Shares or the cheque representing the cash consideration for Amalco Redeemable Shares shall be issued in the name of the undersigned and forwarded to the undersigned at the address specified on page 4 (or if no such address or delivery instructions are made, to the latest address of record on MX’s share register). If the Amalgamation is not completed, the undersigned directs the Depository to return the enclosed certificate(s) in accordance with the instructions in the preceding sentence.

2

BLOCK A
PAYMENT INSTRUCTIONS

To be completed only if TSX Group Shares or cheque for the Amalco Redeemable Shares are NOT to be issued in the name of the undersigned.

In the Name of ­ ­

                     (please print)

Address: ­ ­

(include postal or zip code)

BLOCK C
SPECIAL PICK-UP INSTRUCTIONS

o  Check here if the TSX Group Shares or cheque for the Amalco Redeemable Shares are to be held for pick-up at the office of the Depository at which this Form is deposited.

BLOCK B
SPECIAL DELIVERY INSTRUCTIONS

To be completed only if TSX Group Shares or cheque for the Amalco Redeemable Shares are to be sent to a name and/or an address other than the name and address of the undersigned.

In the Name of ­ ­

                     (please print)

Address: ­ ­

(include postal or zip code)

BLOCK D
INFORMATION REGARDING RESIDENCE
OF MX SHAREHOLDERS

The undersigned holder of MX Shares represents that he, she or it:

o  is a resident of Canada for purposes of the Income Tax Act (Canada), or

o  is not a resident of Canada for purposes of the Income Tax Act (Canada).

MX Shareholders that are not residents of Canada must indicate country of residence:

Canadian residents (who are individuals other than trusts) must provide their Social Insurance Number:

U.S. residents/citizens must provide their Social Security Number or Taxpayer Identification Number, and unless they qualify for an exemption, must complete the attached Internal Revenue Service Form W-9.

3

All authority herein conferred or agreed to be conferred shall survive the death or incapacity, bankruptcy or insolvency of the undersigned and all obligations of the undersigned herein shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

Le soussigné atteste avoir exigé que le formulaire soit rédigé en langue anglaise. The undersigned acknowledges having required that this Form be drafted in the English language.

Signature guaranteed by
(if required under Instruction 6):

Authorized Signature

Name of Guarantor (please print or type)

Address of Guarantor (please print or type)

Dated: ­ ­, 2008.

Signature of Shareholder or Authorized Representative
(see Instruction 5)

Name of Shareholder (please print or type)

(Name of Authorized Representative, if applicable)
(please print or type)

Address of Shareholder (please print or type)

Daytime Telephone Number of Shareholder

EVERY DEPOSITING MX SHAREHOLDER MUST COMPLETE AND EXECUTE THE ABOVE,

INCLUDING WHERE REQUIRED, THE SIGNATURE GUARANTEE INFORMATION.

4

INSTRUCTIONS

1.  Elections

To receive TSX Group Shares or cash upon redemption of the Amalco Redeemable Shares, MX Shareholders must deposit with the Depository (at the address specified on the last page hereof) on or before the Election Deadline, being 5:00 p.m. (Montréal time) on the second Business Day prior to the Effective Date, a duly completed Form indicating their election of the Share Alternative or the Cash Alternative with respect to all of their MX Shares together with the certificates representing such shares and all other required documents.

If the aggregate number of TSX Group Shares that would otherwise be issuable to MX Shareholders who elect the Share Alternative in respect of their MX Shares exceeds 15,346,000 TSX Group Shares, such MX Shareholders will receive a reduced pro-rata number of TSX Group Shares with the balance of the consideration owing being paid in Amalco Redeemable Shares. See “The Amalgamation — Amalgamation Mechanics — Pro-ration” in the Circular.

If the aggregate cash consideration that would otherwise be payable by Amalco to MX Shareholders upon redemption of the Amalco Redeemable Shares who elect (or are deemed to have elected) the Cash Alternative in respect of their MX Shares exceeds $428.2 million, such MX Shareholders will receive a reduced pro-rata amount of cash with the balance of the consideration owing being paid in TSX Group Shares. See “The Amalgamation — Amalgamation Mechanics — Pro-ration” in the Circular.

After the effect of full pro-ration and the redemption of the Amalco Redeemable Shares, MX Shareholders will be entitled to receive, for each MX Share, 0.5 of a TSX Group Share and $13.95 in cash.

MX SHAREHOLDERS WHO DO NOT DEPOSIT WITH THE DEPOSITORY A DULY COMPLETED FORM ALONG WITH THE CERTIFICATE(S) REPRESENTING THEIR MX SHARES, TOGETHER WITH ALL OTHER REQUIRED DOCUMENTS, ON OR BEFORE THE ELECTION DEADLINE OR OTHERWISE DO NOT FULLY COMPLY WITH THE REQUIREMENTS SET FORTH HEREIN RELATING TO THE ELECTION OF THE SHARE ALTERNATIVE OR THE CASH ALTERNATIVE WILL BE DEEMED TO HAVE ELECTED THE CASH ALTERNATIVE IN RESPECT OF THEIR MX SHARES.

The election may have material income tax consequences and, as a result, MX Shareholders are urged to consult their tax advisor in that regard. See “Certain Tax Considerations for MX Shareholders” in the Circular.

The Depositary will act as agent for the MX Shareholders who have deposited MX Shares under the Amalgamation for the purpose of receiving the cash consideration payable by Amalco upon redemption of the Amalco Redeemable Shares and transmitting the cash consideration to such holders. The receipt by the Depository of such cash consideration shall be deemed to constitute receipt thereof by MX Shareholders.

2.  Fractional TSX Group Shares

No fractional TSX Group Shares will be issued in connection with the Amalgamation. Where an MX Shareholder would otherwise be entitled to fractional TSX Group Shares under the Amalgamation, the MX Shareholder will receive the net cash proceeds from the sale of such fractional TSX Group Shares by the Depository as agent for MX Shareholders. See “The Amalgamation — Amalgamation Mechanics — Fractional Shares” in the Circular.

3.  Delivery of Transmittal and Election Form and Certificates

Certificates representing MX Shares, together with the Form, must be delivered to the Depository at the address on the last page hereof. The method of delivery is at the option and risk of the holder, but if mail is used, registered mail with return receipt requested and properly insured, is recommended. Delivery will be effective only when documents are actually received by the Depository.

If the share certificate(s) has(have) been lost, stolen or destroyed, this Form should be completed as fully as possible and forwarded together with an affidavit of that fact by the holder claiming such certificate(s) to be lost, stolen or destroyed, to the Depository. The Depository will respond with the replacement requirements. If the share certificate(s) has(have) been destroyed, please ensure you provide your telephone number to the Depository so that such Depository can contact you. Please contact the Depository in sufficient time before the Election Deadline to arrange for the issuance of the replacement certificate(s) representing your MX Shares.

5

4.  Guarantee of Signatures

No signature guarantee is required on the Form if it is signed by the registered MX Shareholder of the MX Shares deposited therewith, unless that MX Shareholder has completed either the box entitled “Payment Instructions” or the box entitled “Special Delivery Instructions”.

In all other cases where the Form is not signed by the registered MX Shareholder of the MX Shares deposited therewith, all signatures on the Form must be guaranteed by an Eligible Institution. See also Instruction 5.

An “Eligible Institution” means: (i) a Canadian Schedule 1 chartered bank, major trust company in Canada, a member of the Securities Transfer Association Medallion Program (“STAMP”), a member of the Stock Exchange Medallion Program (“SEMP”) or a member of the New York Stock Exchange Inc., Medallion Signature Program (“MSP”). Members of these programs are usually members of a recognized stock exchange in Canada and the United States, members of the Investment Dealers Association of Canada, members of the National Association of Securities Dealers or Banks and Trust Companies in the United States.

5.  Signature on Transmittal and Election Form, Powers and Endorsements

If the Form is signed by the registered holder(s) of the MX Shares deposited therewith, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) without alteration or any other change whatsoever. The certificate(s) need not be endorsed.

If the Form is signed by a person other than the registered holder(s) of the MX Shares deposited therewith, the certificate(s) must be endorsed or accompanied by appropriate security transfer or stock power(s), in either case signed exactly as the name(s) of the registered holder(s) appear on the certificate(s). The signature(s) on those certificate(s) or power(s) must be guaranteed by an Eligible Institution.

If the MX Shares deposited with a Form are held of record by two or more joint owners, all those owners must sign the Form.

If any deposited MX Shares are registered in different names or variations of a name, it will be necessary to complete, sign and submit as many separate Forms as there are different registrations of certificates.

If the Form or any certificates or powers are signed by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or any other person acting in a fiduciary or representative capacity, those persons should so indicate when signing and submit proper evidence satisfactory to the Depository of their authority to so act.

6.  Payment and Delivery Instructions

The boxes entitled “Payment Instructions”, “Special Delivery Instructions”, and “Special Pick-Up Instructions” as applicable, should be completed if the TSX Group Shares or cheque representing the cash consideration for the Amalco Redeemable Shares to be issued pursuant to the Amalgamation are to be: (a) issued in the name of a person other than the person signing the Form; (b) sent to someone other than the person signing the Form or to the person signing the Form at an address other than that appearing below that person’s signature; or (c) held by the Depository for pick-up. See also Instruction 4.

7.  Information Regarding Residence of MX Shareholders

The undersigned must complete “Box D — Information Regarding Residence of MX Shareholders” in this Form indicating whether the undersigned is a resident or non-resident of Canada.

8.  Representations

The representations made in this Form shall survive the completion of the Amalgamation.

9.  Additional Copies and Information

Additional copies of the Form may be obtained from the Depository at one of the addresses set out below, on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. Any questions and requests for assistance may be directed by holders of MX Shares to the Depository or to Kingsdale Shareholder Services Inc. (see back cover for addresses and telephone numbers).

6

10.  Acceptance

Manually signed photocopies of the Form (signature and guarantee pages must be originals), properly completed and duly executed, will be accepted. All questions as to validity, form, eligibility (including timely receipt) and acceptance of any MX Shares deposited will be determined by TSX Group in its sole discretion. MX Shareholders agree that such determination shall be final and binding. TSX Group reserves the right to reject any deposit which it determines not to be in proper form or which may be unlawful for it to accept. There shall be no duty or obligation on TSX Group, the Depository, or any other person to give notice of any defect or irregularity in any deposit of MX Shares and no liability shall be incurred by any of them for failure to give such notice. TSX Group also reserves the right to waive any defect or irregularity in the deposit of any MX Shares.

The Form and certificates representing MX Shares and any other required documents should be sent or delivered by each MX Shareholder or his/her/its broker, dealer, commercial bank, trust company or other nominee to the Depository at one of the addresses set forth below.

CIBC Mellon Trust Company, Kingsdale Shareholder Services Inc. (see back cover for addresses and telephone numbers) or your broker or other financial adviser will be able to assist you in completing this Form.

11.  Governing Law

The undersigned acknowledges and agrees that the election and deposit made hereunder are subject to the laws of the Province of Québec and the laws of Canada applicable therein and hereby attorns, for all matters relating thereto, to the non-exclusive jurisdictions of the courts of the Province of Québec.

12.  Interest

Under no circumstances will interest accrue or be paid by Amalco or the Depository on the cash consideration payable upon redemption of Amalco Redeemable Shares, regardless of any delay in making the payment of such cash consideration.

7

Form W-9(Rev. October 2007)
Department of the Treasury
Internal Revenue Service Request for Taxpayer
Identification Number and Certification Give form to the
requester. Do not
send to the IRS.

Name (as shown on your income tax return)
Business name, if different from above
Check appropriate box:  o  Individual/Sole proprietor      o  Corporation     o  Partnership o  Limited liability company Enter the tax classification (D=disregard entity, C=corporation, P=partnership) ► o  Other (see instructions) ►	o  Exempt payee

Address (number, street, and apt. or suite no.)	Requester’s name and address (optional)
City, state, and ZIP code
List account number(s) here (optional)

 Part I     Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3

Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose
number to enter Social security number


­ ­
or
Employer identification number

 Part II     Certification

Under penalties of perjury, I certify that:

1.	The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2.	I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
3.	I am a U.S. citizen or other U.S. person (defined below)

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup
withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply.
For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement
arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must
provide your correct TIN. See the instructions on page 4

Sign	Signature of
Here	U.S. person ►	Date ►

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Purpose of Form

A person who is required to file an information return with the IRS, must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.

  Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to

  1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

  2. Certify that you are not subject to backup withholding, or

  3. Claim exemption from backup withholding if you are a U.S exempt payee. If applicable, you are also certifying that as a U S. person, your allocable share of any partnership income from a U S trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income.

Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

•  An individual who is a U S citizen or U S resident alien,

•  A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,

•  An estate (other than a foreign estate), or

•  A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners’ share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U S person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U S. status and avoid withholding on your share of partnership income

  The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases:

•  The U S owner of a disregarded entity and not the entity,

Cat. No. 10231X

Form W-9 (Rev. 10-2007)

Print or type

See Specific Instructions on page 2.

Form W-9  (Rev 10-2007) Page 2

•  The U.S. grantor or other owner of a grantor trust and not the trust, and

•  The U S trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U S. resident alien for tax purposes.

If you are a U.S resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items

1. The treaty country Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien

2. The treaty article addressing the income.

3 The article number (or location) in the tax treaty that contains the saving clause and its exceptions

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States Under U S law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

3 The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable Interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding See the instructions below and the separate Instructions for the Requester of Form W-9.

Also see Special rules for partnerships on page 1

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties

Specific Instructions

Name

If you are an individual, you must generally enter the name shown on your income tax return However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.

Sole proprietor. Enter your individual name as shown on your income tax return on the “Name” line You may enter your business, trade, or “doing business as (DBA)” name on the “Business name” line.

Limited liability company (LLC). Check the “Limited liability company” box only and enter the appropriate code for the tax classification (“D” for disregarded entity, “C” for corporation, “P” for partnership) in the space provided.

For a single-member LLC (including a foreign LLC with a domestic owner) that is disregarded as an entity separate from its owner under Regulations section 301 7701-3, enter the owner’s name on the “Name” line Enter the LLC’s name on the “Business name” line.

For an LLC classified as a partnership or a corporation, enter the LLC’s name on the “Name” line and any business, trade, or DBA name on the “Business name” line

Other entities. Enter your business name as shown on required federal tax documents on the “Name” line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the “Business name” line

Note. You are requested to check the appropriate box for your status (individual/sole proprietor, corporation, etc.).

Exempt Payee

If you are exempt from backup withholding, enter your name as described above and check the appropriate box for your status, then check the “Exempt payee” box in the line following the business name, sign and date the form

Form W-9  (Rev 10-2007) Page 3

Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends

Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding

The following payees are exempt from backup withholding-

1 An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2),

2 The United States or any of its agencies or instrumentalities,

3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,

4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or

5. An international organization or any of its agencies or instrumentalities

Other payees that may be exempt from backup withholding include

6. A corporation,

7 A foreign central bank of issue,

8 A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,

9. A futures commission merchant registered with the Commodity Futures Trading Commission,

10. A real estate investment trust,

11. An entity registered at all times during the tax year under the Investment Company Act of 1940,

12. A common trust fund operated by a bank under section 584(a),

13. A financial institution,

14 A middleman known in the investment community as a nominee or custodian, or

15 A trust exempt from tax under section 664 or described in section 4947.

The chart below shows types of payments that may be exempt from backup withholding The chart applies to the exempt payees listed above, 1 through 15.

IF the payment is for...	THEN the payment is exempt for...
Interest and dividend payments	All exempt payees except for 9
Broker transactions	Exempt payees 1 through 13. Also, a person registered under the Investment Advisers Act of 1940, who regularly acts as a broker
Barter exchange transactions and patronage dividends	Exempt payees 1 through 5
Payments over $600 required to be reported and direct sales over $5,0001	Generally, exempt payees 1 through 72

1	See Form 1099-MISC. Miscellaneous Income, and its instructions
2	However, the following payments made to a corporation (including gross proceeds paid to an attorney under section 6045(f), even if the attorney is a corporation) and reportable on Form 1099-MISC are not exempt from backup withholding medical and health care payments, attorneys’ fees, and payments for services paid by a federal executive agency

Part I. Taxpayer Identification
Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN However, the IRS prefers that you use your SSN

If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited liability company (LLC) on page 2), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business You can get Forms W-7 and SS-4 from the IRS by visiting www.irs.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

If you are asked to complete Form W-9 but do not have a TIN, write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments The 60-day rule does not apply to other types of payments You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification

To establish to the withholding agent that you are a U S person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, and 5 below indicate otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required) Exempt payees, see Exempt Payee on page 2

Signature requirements. Complete the certification as indicated in 1 through 5 below.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

Offices of the Depository (CIBC Mellon Trust Company):

By Mail or Registered Mail:

P.O. Box 1036, Adelaide Street Postal Station, Toronto, Ontario, M5C 2K4,

Attention: Corporate Restructures

By Hand Delivery or Courier:

2001 University Street, Suite 1600, Montréal, Québec, H3A 2A6,

Attention: Corporate Restructures

or

199 Bay Street, Commerce Court West, Securities Level, Toronto, Ontario, M5L 1G9,

Attention: Corporate Restructures

Inquiries:

Telephone: (416) 643-5500

Toll Free: 1-800-387-0825

Email: inquiries@cibcmellon.com

Offices of Kingsdale Shareholder Services Inc.

The Exchange Tower

130 King Street West, Suite 2950, P.O. Box 361

Toronto, Ontario

M5X 1E2

North American Toll Free Phone:

1-800-775-1986

Email: contactus@kingsdaleshareholder.com

Facsimile: 416-867-2271

Toll Free Facsimile: 1-866-545-5580

Outside North America, Banks and Brokers Call Collect: 416-867-2272

Any questions and requests for assistance may be directed by MX Shareholders to the Depository
at its telephone numbers and locations set out above.

EX-3.1

Exhibit 3.1

AUDITORS’ REPORT TO THE DIRECTORS

      We have audited the consolidated balance sheets of Bourse de Montréal Inc. (the “MX”) as at December 31, 2006 and 2005, and the consolidated statements of earnings, retained earnings and cash flows for the years ended December 31, 2006, 2005 and 2004. These financial statements are the responsibility of the MX’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

      We conducted our audits in accordance with Canadian generally accepted auditing standards. These standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

      In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the MX as at December 31, 2006 and 2005, and the results of its operations and its cash flows for the years ended December 31, 2006, 2005 and 2004 in accordance with Canadian generally accepted accounting principles.

(signed) KPMG LLP

Chartered Accountants

Montréal, Canada

January 24, 2007, except as to note 25,

which is as of March 23, 2007

F-3

BOURSE DE MONTRÉAL INC.

Consolidated Balance Sheets

December 31, 2006 and 2005

(In thousands of dollars)

		2006			2005
Assets
Current assets:
	Cash and cash equivalents	$	22,919		$	24,382
	Temporary investments (note 3)		36,639			32,577
	Restricted cash (notes 10 and 20)		2,700			1,541
	Receivables (note 7)		7,889			6,272
	Daily settlements due from clearing members		6,951			22,006
	Clearing members’ cash margin deposits (note 4)		2,312			1,041
	Clearing fund cash deposits (note 4)		14,807			4,005
	Prepaid expenses		1,690			1,525
			95,907			93,349
Long-term investments (note 5)			9,302			9,798
Capital assets (note 6)			12,319			14,208
Future income taxes (note 16)			2,523			705
Other assets (note 7)			2,643			972
		$	122,694		$	119,032
Liabilities and Shareholders’ Equity
Current liabilities:
	Accounts payable and accruals	$	13,057		$	9,887
	Dividends payable		13,910			12,721
	Daily settlements due to clearing members		6,951			22,006
	Clearing members’ cash margin deposits (note 4)		2,312			1,041
	Clearing fund cash deposits (note 4)		14,807			4,005
	Income taxes payable		3,343			3,484
	Debts due within one year (note 10)		992			—
	Current portion of obligations under capital leases (notes 10 and 11)		80			3,239
			55,452			56,383
Obligations under capital leases (notes 10 and 11)			—			1,022
Future income taxes (note 16)			812			245
Accrued employee benefit liability (note 21)			713			410
Shareholders’ equity:
	Capital stock (note 12)		49,258			45,405
	Contributed surplus (note 12)		434			825
	Retained earnings		16,991			16,532
	Cumulative translation adjustment (note 13)		(966	)		(1,790	)
			65,717			60,972
Commitments (note 14)
Contingencies (note 15)
Subsequent events (note 25)
		$	122,694		$	119,032

      See accompanying notes to consolidated financial statements.

On behalf of the Board,

(signed) Jean Turmel	(signed) Carmand Normand
Director	Director

F-4

BOURSE DE MONTRÉAL INC.

Consolidated Statements of Earnings

Years ended December 31, 2006, 2005 and 2004

(In thousands of dollars, except per share amounts and number of shares)

		2006			2005			2004
Revenues:
	Transactions	$	36,422		$	26,403		$	19,740
	Clearing and option exercise		12,989			9,609			7,837
	Information systems services (note 19)		15,275			15,581			12,160
	Market data		10,562			8,095			7,787
	Participants		3,261			2,456			4,180
	Other (note 24)		751			1,020			5,630
			79,260			63,164			57,334
Expenses:
	Compensation and benefits		22,811			19,891			19,004
	Occupancy		2,667			2,754			2,520
	Computer licences and maintenance		6,184			6,397			5,441
	Amortization of capital assets and other assets		6,398			7,586			5,284
	General and administrative		8,995			6,810			6,525
	Telecommunications		2,536			2,841			2,510
	Public affairs		1,870			1,408			1,344
	Interest on obligations under capital leases and debts due within one year (notes 10 and 11)		154			356			359
			51,615			48,043			42,987
	Earnings before investment income, other items and income taxes		27,645			15,121			14,347
	Investment income		2,613			1,785			1,059
	Equity in results of companies subject to significant influence, net of loss of $551 (nil in 2005 and 2004) due to realization of the cumulative translation adjustment (note 5)		1,151			2,278			(2,684	)
	Gain on dilution (note 5)		—			1,042			—
	Loss and termination fees on disposal of investments in company subject to significant influence and in joint venture (notes 2 and 5)		—			(699	)		—
	Earnings before income taxes		31,409			19,527			12,722
Income taxes (note 16):
	Current		7,829			4,353			896
	Future		(1,251	)		39			2,867
			6,578			4,392			3,763
Net earnings		$	24,831		$	15,135		$	8,959
Basic earnings per share (note 8)		$	2.84		$	1.85		$	1.11
Diluted earnings per share (note 8)		$	2.72		$	1.72		$	1.06
Weighted average number of shares outstanding
	Basic (note 8)		8,742,762			8,197,051			8,061,251
	Diluted (note 8)		9,145,375			8,783,312			8,445,007

See accompanying notes to consolidated financial statements.

F-5

BOURSE DE MONTRÉAL INC.

Consolidated Statements of Retained Earnings

Years ended December 31, 2006, 2005 and 2004

(In thousands of dollars)

	2006			2005			2004
Retained earnings, beginning of year	$	16,532		$	14,118		$	5,159
Net earnings		24,831			15,135			8,959
Dividends		(24,372	)		(12,721	)		—
Retained earnings, end of year	$	16,991		$	16,532		$	14,118

See accompanying notes to consolidated financial statements.

F-6

BOURSE DE MONTRÉAL INC.

Consolidated Statements of Cash Flows

Years ended December 31, 2006, 2005 and 2004

(In thousands of dollars)

			2006			2005			2004
Cash flows from (used in) operating activities:
	Net earnings		$	24,831		$	15,135		$	8,959
	Adjustments for:
		Amortization of capital assets and other assets		6,398			7,586			5,284
		Equity in results of companies subject to significant influence		(1,151	)		(2,278	)		2,684
		Loss on disposal of investment in a joint venture		—			21			—
		Loss on disposal of investment in a company subject to significant influence		—			378			—
		Gain on dilution		—			(1,042	)		—
		Amortization of premium on investments		16			27			117
		Interest income on discount investments		(453	)		(633	)		5
		Future income taxes		(1,251	)		39			2,867
		Cost of stock option plan		152			234			245
		Cost of deferred share unit plan		—			—			810
	Net change in non-cash operating assets and liabilities (note 17)			1,021			5,672			(863	)
				29,563			25,139			20,108
Cash flows from (used in) investing activities (note 17):
	Purchase of capital assets			(4,633	)		(3,848	)		(2,715	)
	Increase in other assets			(2,337	)		(46	)		(249	)
	Sale of capital assets (note 10)			1,319			—			—
	Purchase of investments			(257,437	)		(277,318	)		(183,424	)
	Sale of investments			253,812			269,456			179,469
	Disposal of investment in a joint venture			—			(21	)		—
	Purchase of long-term investments			—			(1,012	)		(3,682	)
	Distributions from a company subject to significant influence			2,471			—			—
				(6,805	)		(12,789	)		(10,601	)
Cash flows from (used in) financing activities (note 17):
	Restricted cash			(1,159	)		(402	)		(1,139	)
	Decrease in obligations under capital leases and debts (notes 10 and 11)			(3,189	)		(3,490	)		(2,363	)
	Share issuance (note 12)			3,310			1,886			317
	Dividends			(23,183	)		—			—
				(24,221	)		(2,006	)		(3,185	)
Net (decrease) increase in cash and cash equivalents				(1,463	)		10,344			6,322
Cash and cash equivalents, beginning of year				24,382			14,038			7,716
Cash and cash equivalents, end of year				22,919			24,382			14,038
Temporary investments, end of year				36,639			32,577			24,109
Cash and cash equivalents and temporary investments, end of year			$	59,558		$	56,959		$	38,147
Cash and cash equivalents are comprised of:
	Cash		$	2,792		$	3,427		$	2,073
	Bankers’ acceptances			20,127			12,284			8,029
	Treasury bills			—			8,671			3,936
			$	22,919		$	24,382		$	14,038

See accompanying notes to consolidated financial statements.

F-7

BOURSE DE MONTRÉAL INC.

Notes to Consolidated Financial Statements

Years ended December 31, 2006, 2005 and 2004

(In thousands of dollars, except per share amounts and the number of shares)

Bourse de Montréal Inc. (the “MX”) was incorporated on September 29, 2000, following the demutualization of the Montreal Exchange, under Part 1A of the Quebec Companies Act. Its principal business activity is to provide a marketplace for the buying and selling of derivative products. MX is responsible for market and approved participant regulation. In accordance with the Regulations of the Autorité des marchés financiers (the “AMF”), the MX must meet specified financial ratios and other conditions to continue as a self-regulatory organization. Its subsidiary, the Canadian Derivatives Clearing Corporation (the “CDCC”), is the issuer, clearing house and guarantor for options and futures contracts traded at the MX and certain over-the-counter products.

1. Significant accounting policies:

These financial statements have been prepared in accordance with Canadian generally accepted accounting principles. The significant accounting policies are summarized below:

(a) Consolidation and long-term investments:

The consolidated financial statements include the accounts of Bourse de Montréal Inc. and those of its wholly-owned subsidiary, the CDCC, and until December 19, 2005 (note 2) those of Clearco Inc. (“Clearco”), a joint venture. The MX uses the proportionate consolidation method to account for its 50% ownership interest in the assets, liabilities, revenues, expenses and cash flows of the joint venture. Since August 14, 2006, the financial statements also include a participation of 51% in the Montréal Climate Exchange Inc. (“MCeX”) which was created in partnership with the Chicago Climate Exchange Inc.

Long-term investments consist of the MX’s 31.4% interest in the units of the Boston Options Exchange LLC (“BOX”) in the U.S., and until December 19, 2005 (note 5), the MX’s 8% interest in the capital stock of Oxen Inc. (“Oxen”), both investments being in companies subject to significant influence. These investments are accounted for under the equity method, according to which the initial cost of the investment is adjusted to include the MX’s proportionate share of post-acquisition net earnings or losses, less dividends and distributions.

Investments are written down when there is clear evidence that another than temporary decline in value has occurred.

(b) Cash and cash equivalents:

Cash and cash equivalents consist of liquid investments having an original maturity of three months or less and are carried at cost, which approximates their fair value.

(c) Temporary investments:

Temporary investments consist of fixed income securities and are carried at the lower of cost and fair value.

(d) Daily settlements due from and to clearing members of the CDCC:

The amounts due from and to clearing members as a result of marking open futures positions to market and settling option transactions each day are required to be collected from or paid to clearing members prior to the commencement of trading the next day. The amounts due from clearing members are presented as an asset in the balance sheet and are not offset against amounts due to other clearing members, which are presented as a liability.

As at December 31, 2006, the largest amount due from a clearing member was $3,044 ($13,397 in 2005) and the largest amount due to a clearing member was $2,139 ($7,062 in 2005).

F-8

BOURSE DE MONTRÉAL INC.

Notes to Consolidated Financial Statements (continued)

Years ended December 31, 2006, 2005 and 2004

(In thousands of dollars, except per share amounts and the number of shares)

1. Significant accounting policies (continued):

(e) Capital assets:

Capital assets are carried at historical cost. Amortization expense is provided over the following periods on a straight-line basis:

Asset	Period
Computer development, hardware and software	3 to 5 years
Furniture, fixtures and equipment	5 years

Leasehold improvements are amortized over periods not exceeding the term of the leases.

Direct costs incurred for the development of software are recorded in capital assets under computer development, hardware and software. These costs include salary costs hardware and subcontractors and are amortized over their useful lives, estimated at five years.

(f) Other assets:

The development costs of on-line training courses, less government assistance received, are amortized over five years on a straight-line basis beginning on their launch date.

Deferred charges, which represent the development cost of software, are amortized over five years, which is the estimated economic life of the product.

Deferred charges, which represent licence and maintenance fees are amortized on a straight-line basis over 2 to 3 years.

Fees for the acquisition of an additional interest in BOX will be applied to acquisition costs when the transaction is completed, or they will be expensed if the transaction is not realized.

(g) Capital assets, goodwill and other intangibles:

Capital assets and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Goodwill is not amortized and is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test is carried out in two steps. In the first step, the carrying amount of the reporting unit is compared with its fair value. When the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not to be impaired and the second step of the impairment test is unnecessary. The second step is carried out when the carrying amount of a reporting unit exceeds its fair value, in which case the implied fair value of the reporting unit’s goodwill is compared with its carrying amount to measure the amount of the impairment loss, if any. When the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to the excess and is presented as a separate line item in the statement of earnings before extraordinary items and discontinued operations.

F-9

BOURSE DE MONTRÉAL INC.

Notes to Consolidated Financial Statements (continued)

Years ended December 31, 2006, 2005 and 2004

(In thousands of dollars, except per share amounts and the number of shares)

1. Significant accounting policies (continued):

(h) Stock-based compensation and other stock-based payments:

Deferred share unit plan:

The MX accounts for its deferred share unit plan as a charge to earnings and a liability is recorded as share units are granted, at the fair value at the time of grant, based on the fair value method, as described in note 12. Changes in the fair value of the underlying shares, between the grant date and the valuation date, result in a change in the liability. This plan, implemented for certain members of the Board of Directors and for various committees of the MX, was abolished in January 2005 (note 12).

Stock option plan and share purchase plan:

The MX accounts for its stock option plan using the fair value based method, under which the compensation cost attributable to awards to employees is measured at the fair value at the grant date and recognized over the vesting period.

(i) Revenue recognition:

Transaction revenue is recognized on the transaction date of the related transaction.

Clearing revenue is recognized on the settlement date of the related transaction.

Revenue from arrangements under time and materials are recognized as the services are provided at the contractually stated price.

Revenue from hosting arrangement under fixed-fee arrangement is recognized on a straight-line basis over the term of the arrangement.

Revenue from licence fees and maintenance services for licences is recognized on a straight-line basis over the term of the contract.

Market data revenue is recognized based on usage as reported by customers and vendors.

Market regulation fees are registered and recognized in the month in which the services are provided.

Investment income is recognized in the period in which it is earned. Realized gains or losses on investments are recognized in the period during which they occur.

(j) Tax credits on development costs and government assistance:

The MX incurs development costs that are eligible for tax credits. The tax credits are recorded based on the estimated amounts to be recovered. The amounts claimed are subject to an audit by the tax authorities.

Government assistance and tax credits on development costs relating to operating expenses are charged to earnings when the related expenses are incurred. Government assistance and tax credits on development costs relating to capital expenditures are deducted from the related asset.

(k) Foreign currency translation:

Revenue and expenses denominated in foreign currencies are translated into Canadian dollars at the exchange rate prevailing at the time of the transaction. Monetary assets and liabilities are translated into Canadian dollars at the year-end exchange rate, whereas non-monetary items are translated at the exchange rate prevailing at the time of the transaction. Gains or losses are recognized in earnings.

F-10

BOURSE DE MONTRÉAL INC.

Notes to Consolidated Financial Statements (continued)

Years ended December 31, 2006, 2005 and 2004

(In thousands of dollars, except per share amounts and the number of shares)

1. Significant accounting policies (continued):

(k) Foreign currency translation (continued):

The MX holds an investment in a company subject to significant influence located in the United States which is considered to be a self-sustaining foreign establishment. Accordingly, this investment is translated into Canadian dollars at rates of exchange in effect at the balance sheet date, and the resulting unrealized exchange gain or loss is included in the Cumulative translation adjustment in shareholders’ equity.

(l) Employee future benefits:

On January 1, 2004, the MX established a defined benefit registered pension plan for certain officers. The benefits are based on years of service and the participants’ compensation. The cost of this program is being funded periodically.

The MX accrues its obligations under its pension plan as employees render the services necessary to earn the pension benefits. The MX has adopted the following policies:

(i)	The cost of the accrued benefit obligations for pensions earned by the employees is actuarially determined using the projected benefit method pro rated on services and management’s best estimation of expected plan investment performance, salary escalation and retirement ages.
(ii)	For the purpose of calculating expected return on plan assets, these assets are valued at fair value.
(iii)	Past service costs of $650 from pension plan initiation are amortized on a straight-line basis over the average remaining service period of employees active at the initiation date, which is 12.4 years.
(iv)	Actuarial gains (losses) on plan assets arise from the difference between the actual return on plan assets for a period and the expected return on plan assets for that period. Actuarial gains (losses) on the accrued benefit obligation arise from differences between actual and expected experience and from changes in the actuarial assumptions used to determine the accrued benefit obligation. The excess of the net accumulated actuarial gains (losses) over 10 percent of the greater of the accrued benefit obligation and the fair value of plan assets is amortized over the average remaining service period of active employees when applicable.

(m) Income taxes:

The MX follows the asset and liability method of accounting for income taxes. Under this method, future income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the accounting value of existing assets and liabilities and their respective tax basis. Future income tax assets and liabilities are measured using enacted or substantively enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on future income tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment or substantive enactment date. Future income tax assets are recognized and, if realization is not considered “more likely than not”, a valuation allowance is provided.

(n) Measurement uncertainty:

The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

F-11

BOURSE DE MONTRÉAL INC.

Notes to Consolidated Financial Statements (continued)

Years ended December 31, 2006, 2005 and 2004

(In thousands of dollars, except per share amounts and the number of shares)

1. Significant accounting policies (continued):

(n) Measurement uncertainty (continued):

Significant areas requiring the use of management estimates relate to the provision for doubtful accounts receivable, tax credits, the useful life of assets for amortization purposes and evaluation of their net recoverable amount and the evaluation of the investment in a company subject to significant influence, as well as the determination of the valuation allowance related to future income tax assets. Actual results could differ from those estimates.

2. Interest in a joint venture:

In July 2004, the CDCC concluded an agreement with Oxen to develop clearing services for electricity forward contracts for its subsidiary Clearco of which CDCC also acquired 50% of the capital stock for an amount of $300.

The financial statements include the MX’s proportionate share of the revenues, expenses and cash flows of the joint venture as follows for the years ended December 31, 2005 and 2004:

	2005			2004
Revenues	$	12		$	19
Net loss		(213	)		(66	)
Cash used in operations		(146	)		(141	)

In December 2005, CDCC disposed of its investment in Clearco for a consideration of one dollar. This transaction generated a loss on disposal of investment of $21.

F-12

BOURSE DE MONTRÉAL INC.

Notes to Consolidated Financial Statements (continued)

Years ended December 31, 2006, 2005 and 2004

(In thousands of dollars, except per share amounts and the number of shares)

3. Temporary investments:

		2006						2005
		Effective interest						Effective interest
		rates as at				Fair		rates as at				Fair
		December 31, 2006		Cost		value		December 31, 2005		Cost		value
Federal bonds:
	Maturing in less than one year		4.45%	$	5,633	$	5,646		2.85%	$	7,004	$	7,031
	Maturing between 1 year and less than 3 years		—		—		—		3.51%		203		205
	Maturing between 3 years and less than 10 years		4.32%		11,139		11,129		3.97%		5,105		5,096
	Maturing in 10 years and more		3.91%		306		308		—		—		—
Provincial bonds:
	Maturing in less than one year		4.35%		1,011		1,013		3.16%		2,719		2,724
	Maturing between 1 year and less than 3 years		3.88%		431		442		2.66%		402		407
	Maturing between 3 years and less than 10 years		4.30%		1,572		1,630		4.14%		5,292		5,346
	Maturing in 10 years and more		5.10%		7,878		8,551		4.82%		8,795		9,421
Corporate bonds:
	Maturing in less than one year		3.19%		390		390		—		—		—
	Maturing between 1 year and less than 3 years		4.24%		1,892		1,894		3.19%		406		402
	Maturing between 3 years and less than 10 years		4.50%		5,917		5,932		4.80%		281		286
	Maturing in 10 years and more		5.53%		470		505		5.66%		2,370		2,541
				$	36,639	$	37,440			$	32,577	$	33,459

The fair value of the bonds is calculated based on market value.

4. Clearing fund and members’ margin deposits:

Cash deposits of clearing members are held in the name of the CDCC and are disclosed in the balance sheets under Clearing members’ cash margin deposits and Clearing fund cash deposits. Government securities, letters

F-13

BOURSE DE MONTRÉAL INC.

Notes to Consolidated Financial Statements (continued)

Years ended December 31, 2006, 2005 and 2004

(In thousands of dollars, except per share amounts and the number of shares)

4. Clearing fund and members’ margin deposits (continued):

of credit and other securities are deposited by the clearing members with approved depositories under irrevocable agreements. Clearing members may also deposit letters of credit and escrow receipts directly with the CDCC.

Clearing fund and margin deposits held by custodians, and of which the CDCC is beneficiary, that are not included in the balance sheets as at December 31, are as follows:

		2006		2005
Margin deposits:
	Government securities, at face value	$	1,794,482	$	1,718,376
	Letters of credit, at face value		186,392		39,595
	Equity securities (to cover short positions), at market value(1)		1,275,804		397,075
		$	3,256,678	$	2,155,046
Clearing fund deposits:
	Government securities, at face value	$	338,623	$	227,149

(1) The market value is determined using the quotes on the market exchange on the last day of the year.

5. Long-term investments:

(a) BOX:

The MX has an investment in BOX, an electronic exchange for the trading of American equity options.

In May and July 2004, the MX and three other partners invested US$7,500 as consideration for additional units of BOX. These transactions did not result in a dilution of the MX’s interest.

In January 2005, two new partners of BOX paid US$3,348 (C$4,130) in exchange for additional units. Following these transactions, the MX’s interest in BOX was reduced from 31.7% to 30.7% which generated a dilution gain of $1,042, net of a realized portion of the cumulative translation adjustment of $46.

In June 2005, the MX acquired 0.7% of the units of BOX for a cash consideration of US$810 (C$1,012), increasing its interest in BOX to 31.4%. The excess cost of the units of BOX over the net book value of the net assets on the date of acquisition, which amounted to $838, was recognized as goodwill and is not being amortized.

During 2006, the MX made a commitment to acquire an additional interest in BOX (note 14 (b)).

(b) Oxen:

In July 2004, the MX acquired 8% of the capital stock of Oxen, which wholly owns the Alberta Watt Exchange, an Alberta exchange of energy products, and 50% of Clearco, a joint venture.

In December 2005, the MX ended the agreement entered into in July 2004 with Oxen. The MX sold back its 8% share in Oxen for one dollar. The disposal of this investment generated a loss of $678, including a termination fee of $300.

F-14

BOURSE DE MONTRÉAL INC.

Notes to Consolidated Financial Statements (continued)

Years ended December 31, 2006, 2005 and 2004

(In thousands of dollars, except per share amounts and the number of shares)

5. Long-term investments (continued):

	2006			2005			2004
31.4% (31.7% in 2004) interest in BOX	$	11,685		$	11,685		$	11,511
Goodwill		838			838			—
Share in accumulated losses		(2,469	)		(3,620	)		(5,920	)
Distributions		(2,471	)		—			—
Gain on dilution		2,685			2,685			1,643
Cumulative translation adjustment		(966	)		(1,790	)		(1,465	)
Investment in BOX (31.4% (31.7% in 2004))		9,302			9,798			5,769
Investment in Oxen (8% of capital stock)		—			400			400
Share in accumulated losses		—			(22	)		—
Loss on disposal of investment in Oxen		—			(378	)		—
Investment in Oxen (8% of capital stock in 2004)		—			—			400
Long-term investments	$	9,302		$	9,798		$	6,169

The MX’s interest in the net book value of BOX amounts to $7,038 as at December 31, 2006 ($7,545 and $4,285 in 2005 and 2004, respectively).

BOX is a LLC, therefore, the income taxes of BOX are payable by the owners according to their units in BOX. The MX has future income tax assets in BOX that can be used against future earnings generated by BOX. These assets amount to $532, and represent losses carried forward and timing differences (note 16).

6. Capital assets:

	2006
			Accumulated		Net book
	Cost		amortization		value
Computer development, hardware and software	$	15,510	$	6,901	$	8,609
Computer hardware and software under capital leases		2,245		2,165		80
Leasehold improvements		13,588		10,241		3,347
Furniture, fixtures and equipment		833		550		283
	$	32,176	$	19,857	$	12,319

In 2006, the amortization expense on capital assets represents $6,044 ($7,347 in 2005 and $5,037 in 2004), including $2,564 ($3,254 in 2005 and $2,261 in 2004) on hardware and software under capital leases.

	2005
			Accumulated		Net book
	Cost		amortization		value
Computer development, hardware and software	$	13,027	$	6,171	$	6,856
Computer hardware and software under capital leases		10,299		6,337		3,962
Leasehold improvements		13,021		9,814		3,207
Furniture, fixtures and equipment		652		469		183
	$	36,999	$	22,791	$	14,208

F-15

BOURSE DE MONTRÉAL INC.

Notes to Consolidated Financial Statements (continued)

Years ended December 31, 2006, 2005 and 2004

(In thousands of dollars, except per share amounts and the number of shares)

6. Capital assets (continued):

In September 2005, the MX identified assets related to its trading platform to be replaced by internally developed software offering better performance. Even if these assets were still usable, these assets had capacity limits and the MX was dependent on a third party for its trading platform until the replacements of these assets which occurred in 2005 and 2006. A review of the estimated amortization period and a test for recoverability of these assets were made. The review resulted in an additional charge to amortization of $935 ($912 in 2005).

As at December 31, 2006, $2,292 of capital assets under development was recorded for which amortization has not yet been recognized ($268 in 2005, nil in 2004).

In 2004, the MX reviewed the amortization period of its hardware and software used under its agreement with BOX, reducing this period from 5 to 3 years, in order to coincide with the duration of the commitments resulting from the agreement. This revision brought a supplementary amortization expense of $434 in 2004 and revenues from its information systems services of the same amount.

During 2004, fully-amortized capital assets having a cost of $18,727 were written off (nil in 2005 and 2006).

7. Other assets:

	2006
			Accumulated		Net book
	Cost		amortization		value
Goodwill(1)	$	308	$	—	$	308
Deferred charges		1,669		73		1,596
On-line training programs		1,311		973		338
Loans to employees(2)		401		—		401
					$	2,643

	2005
			Accumulated		Net book
	Cost		amortization		value
Goodwill	$	308	$	—	$	308
On-line training programs		1,465		801		664
					$	972

The amortization expense of on-line training programs was $281 in 2006 ($239 in 2005 and $247 in 2004) and the amortization on deferred charges was $73 in 2006 (nil in 2005 and 2004).

(1) The goodwill was generated following the complete acquisition of CDCC in 2000.

(2) Loans to employees as at December 31, 2006 amounted to $713 (nil in 2005). The current portion of these loans amounts to $312 (nil in 2005) and is presented in receivables. The fair value of loans to employees approximates its accounting value as at December 31, 2006 (nil in 2005) and is determined using the present value of the future repayments. The terms of the loans are the same as the share purchase plan loans presented in note 12 (b).

F-16

BOURSE DE MONTRÉAL INC.

Notes to Consolidated Financial Statements (continued)

Years ended December 31, 2006, 2005 and 2004

(In thousands of dollars, except per share amounts and the number of shares)

8. Earnings per share:

Basic earnings per share are calculated by dividing net earnings by the weighted average number of shares outstanding during the year. Diluted earnings per share are calculated based on the weighted average number of shares outstanding adjusted to reflect the potentially dilutive effect of stock options and shares held in guarantee.

The following table presents the basic and diluted earnings per share calculation:

	2006		2005		2004
Net earnings	$	24,831	$	15,135	$	8,959
Weighted average number of shares outstanding — basic		8,742,762		8,197,051		8,061,251
Dilutive effect of stock options and shares held in guarantee		402,613		586,261		383,756
Weighted average number of shares outstanding — diluted		9,145,375		8,783,312		8,445,007
Basic earnings per share	$	2.84	$	1.85	$	1.11
Diluted earnings per share	$	2.72	$	1.72	$	1.06

9. Operating line of credit:

The MX has an operating line of credit of $2,000. From this authorized credit, an amount of $1,782 has been given as a guarantee to the trustee of the employee future benefit plan (see note 21). When used, this line of credit bears interest at the banks’ prime rate and is renewable annually (see note 23 for other authorized credit).

10. Debts due within one year:

In October 2006, the MX disposed of equipment under capital leases for an amount equal to its net book value of $1,319 including $869 invoiced to BOX, to cover the resulting loss incurred from this transaction, under the existing agreement with BOX (note 19). These amounts were collected as at December 31, 2006. The MX has entered into a new agreement with the lessor in order to exclude the equipment sold as per the initial leases, thereby transforming part of the obligations under the capital leases into short-term debts for an amount of $992. Under the new agreement, cash of $972 has been transferred to a trust account as a security for the lessor.

The short-term debts are payable monthly, in amounts of $6 to $53, bear interest at rates varying between 5.2% to 6.5% and mature between May and November 2007. The interest expense for 2006 amounts to $17 (nil in 2005 and 2004).

F-17

BOURSE DE MONTRÉAL INC.

Notes to Consolidated Financial Statements (continued)

Years ended December 31, 2006, 2005 and 2004

(In thousands of dollars, except per share amounts and the number of shares)

11. Obligations under capital leases:

The MX has the following obligations under capital leases for computer hardware and software:

	2006		2005
Years ending December 31:
2006	$	—	$	3,393
2007		82		1,048
Minimum payments due under capital leases		82		4,441
Less amount representing interest (rates varying between 5.2% and 6.5%)		2		180
Present value of minimum payments due under capital leases		80		4,261
Current portion of obligations under capital leases		80		3,239
	$	—	$	1,022

The obligations under capital leases are re-invoiced at cost as part of the services provided to BOX. In the event that BOX defaults, the MX has obtained guarantees from certain BOX partners under which the MX would be able to recover a maximum of 50% of the aforementioned obligations.

The interest expense for 2006 amounts to $137 ($356 in 2005 and $359 in 2004).

12. Capital stock:

			2006			2005
Authorized:
	An unlimited number of shares, without par value:
		Common, voting and participating
		Preferred, non-voting, dividend to be determined upon issuance
Total issued, including in guarantee:
	9,273,155 common shares (8,481,155 in 2005)		$	51,589		$	47,019
Held in guarantee for loans under share purchase plan:
	85,391 common shares (187,647 in 2005)			(800	)		(1,614	)
Held in guarantee for loans under stock option plan
	298,318 common shares (nil in 2005)			(1,531	)		—
Issued and paid:
	8,889,446 common shares (8,293,508 in 2005)		$	49,258		$	45,405

No person or combination of persons is permitted to beneficially own or exercise control or direction over more than 10% of any class or series of voting shares of the MX.

On November 30, 2006, the MX declared a dividend of $1.50 per share. This dividend is payable on January 12, 2007 to the registered shareholders of record on January 5, 2007.

(a) Stock option plan:

On October 30, 2000, the Board of Directors (the “Board”) approved the creation of a stock option plan (the “Plan”) available to the MX’s management. The term of each option and the number of underlying shares will be determined by the Board. Some 847,000 common shares are likely to be purchased under options granted pursuant to the stock option plan. The maximum number of common shares that can be granted to a single person is limited to 5% of the MX’s issued and outstanding common shares. The

F-18

BOURSE DE MONTRÉAL INC.

Notes to Consolidated Financial Statements (continued)

Years ended December 31, 2006, 2005 and 2004

(In thousands of dollars, except per share amounts and the number of shares)

12. Capital stock (continued):

exercise price of each option represents the amount as determined by the Board without being lower than the fair market value of the shares on the date of the grant. However, when the shares will be listed on a recognized stock exchange, the exercise price will correspond to the weighted average price of the shares for the five days preceding the date of grant of the options.

The term of an option shall not exceed ten years from the date of its grant.

With the exception of the 75,000 options granted in January 2004, the Plan has two components: performance options and options vested over time. Thus, 50% of the stock options will be vested after three years provided the required performance criteria as determined by the Board at the time of the grant are met and 50% of the stock options will be vested over a three-year period and may be exercised in whole or in part at any time, as follows: 33.3% as of the first anniversary, 66.7% as of the second anniversary, and the whole as of the third anniversary of the grant. The 75,000 options granted in 2004 will be vested based on performance criteria and over a three-year period.

During 2006, 792,000 of the 835,000 stock options granted were exercised at an average exercise price of $5.08. The MX has granted loans bearing interest at 5% on 595,000 shares for an amount of $3,042. Any dividend payable on these shares is applied against the loans. The loans, which represent $1,531 as at December 31, 2006, are to be totally reimbursed by February 8, 2007. No options were exercised in 2005 and 2004.

	Number			Weighted average
	of options			exercise price
Options outstanding as at January 1, 2004		772,000		$	5.00
Granted during 2004		75,000			6.00
Cancelled during 2004		(9,000	)		5.15
Options outstanding as at January 1, 2005		838,000			5.09
Cancelled during 2005		(3,000	)		5.09
Options outstanding as at January 1, 2006		835,000			5.09
Exercised during 2006		(792,000	)		5.08
Options outstanding as at December 31, 2006		43,000		$	5.15

The following table summarizes information about outstanding and exercisable options at December 31, 2006:

Outstanding options								Exercisable options
						Weighted
						average
						remaining
Exercise		Number		Weighted average		contractual life		Number		Weighted average
price		of options		exercise price		(in years)		of options		exercise price
$	5.15		43,000	$	5.15		6		43,000	$	5.15

No options were granted in 2006 and 2005. In 2004, the fair value of the 75,000 stock options granted was fixed at $2.86 using the Black-Scholes option pricing model, assuming a fair value of $6.50 for the MX’s

F-19

BOURSE DE MONTRÉAL INC.

Notes to Consolidated Financial Statements (continued)

Years ended December 31, 2006, 2005 and 2004

(In thousands of dollars, except per share amounts and the number of shares)

12. Capital stock (continued):

shares, a risk-free rate of 5%, a dividend yield of 0%, an expected volatility of 1% and an expected life for the options of 10 years. All of these stock options were vested as at December 31, 2006.

The total cost of stock options granted is established according to the fair value method at the grant date. The compensation cost related to these options is recognized over a three-year period, being the period over which the options vest, from the grant date. During the year, the MX recorded a compensation cost of $76 ($178 in 2005 and $171 in 2004) and credited contributed surplus for an equivalent amount.

An amount of $467, related to the reimbursement of the loans granted under the stock option plan, has been transferred from contributed surplus to capital stock (nil in 2005 and 2004).

(b) Share purchase plan:

An employee share purchase plan was implemented in March 2001 for a maximum of 400,000 shares, which was reached in 2003 when the MX issued 141,436 shares at $4.50 per share, for an amount totalling $637. On April 18, 2005, the AMF approved a new subscription period for the employees under the employee share purchase plan from May 6 to June 6, 2005 for a maximum subscription of 200,000 shares. At the end of the subscription period, 112,055 shares were issued at a price of $13.74 per share for a total of $1,539 based on the fair value of the shares. The fair value was established using the discounted cash flow method.

Interest-free loans were granted to employees to buy these shares and the loans are payable through equal payroll deductions over periods varying from 1 to 5 years (maximum of 3 years for loans of the last subscription) from the date of acquisition. The unpaid balance of the loans at December 31, 2006 is $800 ($1,614 in 2005). The total loan payment is secured by a first hypothec with delivery in favour of the MX on all shares acquired by way of loan. These loans are recorded as a reduction of capital stock. The shares purchased by means of share purchase loans are considered, in substance, as stock options, exercised during the term of the share purchase loan. Loans granted for the purchase of these shares are repayable in all circumstances regardless of the variation in share value.

In 2005, the average fair value of the share acquisition rights (accounted for as an option for accounting purposes) has been established at $0.79, based on the Black-Scholes option pricing model, using the following hypothesis: a fair value of the MX’s shares of $13.74, a risk-free rate of 4%, a dividend yield of 0%, expected volatility of 1% and an expected life for the options of a maximum of 3 years, based on the term of the loan.

During the year, the MX recorded a compensation cost of $76 ($56 in 2005 and $74 in 2004) and credited contributed surplus for an equivalent amount.

An amount of $76 related to the reimbursement of the loans granted under the share purchase plan has been transferred from contributed surplus to capital stock ($130 in 2005).

(c) Private placement for the Directors:

On June 3, 2005, the AMF approved a private placement for the Directors acting at that date, allowing them to subscribe up to a maximum of 10,000 shares each, at a unit price of $13.74 based on the fair value of the shares. The fair value was established using the discounted cash flow method. At the end of the subscription period, 84,000 shares were issued and fully paid on June 8, 2005 for a total consideration of $1,154.

F-20

BOURSE DE MONTRÉAL INC.

Notes to Consolidated Financial Statements (continued)

Years ended December 31, 2006, 2005 and 2004

(In thousands of dollars, except per share amounts and the number of shares)

12. Capital stock (continued):

(d) Deferred share unit plan:

The Directors’ deferred share unit plan was abolished in January 2005. The unit value of these deferred share units was established at $13.74 each based on the fair value of the shares determined using the discounted cash flow method.

	Number
Deferred share units outstanding as at January 1, 2004		97,992
Granted during 2004		41,496
Deferred share units outstanding as at January 1, 2005		139,488
Exercised in 2005		(139,488	)
Deferred share units outstanding as at December 31, 2005		—

During 2005, after the exercise of 139,488 deferred share units, the MX recorded a charge of $470, and included in accounts payable and accruals, is the unpaid balance of $146 (10,626 units) as at December 31, 2005 (nil in 2006).

During 2004, MX recorded a charge of $810.

13. Cumulative translation adjustment:

	2006			2005
Beginning balance	$	(1,790	)	$	(1,465	)
Impact of changes in currency rates on net investment in self-sustaining foreign operation		273			(371	)
Impact resulting from transaction reducing the interest in company subject to significant influence (note 5)		—			46
Impact resulting from distributions from company subject to significant influence		551			—
Ending balance	$	(966	)	$	(1,790	)

14. Commitments:

(a) The MX rents its premises and certain equipment under operating lease agreements expiring between 2007 and 2015, and is committed under service and licence agreements until 2010.

F-21

BOURSE DE MONTRÉAL INC.

Notes to Consolidated Financial Statements (continued)

Years ended December 31, 2006, 2005 and 2004

(In thousands of dollars, except per share amounts and the number of shares)

14. Commitments (continued):

As at December 31, 2006, total minimum lease payments and minimum payments required for each of the following years under these commitments were as follows:

	Occupancy
	and		Licence and
	equipment		maintenance
	leases		agreements		Total
2007	$	1,941	$	3,956	$	5,897
2008		1,645		3,232		4,877
2009		1,683		2,941		4,624
2010		1,687		2,168		3,855
2011		1,620		—		1,620
2012 and after		5,049		—		5,049
Total minimum payments required	$	13,625	$	12,297	$	25,922

Lease expense amounts to $1,944 ($2,041 in 2005 and $1,954 in 2004).

One of the agreements included in the commitments may be terminated from September 2007 subject to a penalty of 900 Euros ($1,385).

(b)

During 2006, the MX made a commitment to acquire a further 13.3% ownership interest in BOX from an existing unitholder for US$34,175 (C$39,828 as at December 31, 2006). This acquisition is subject to the prior approval by the U.S. Securities and Exchange Commission (“SEC”) as well as customary closing conditions. The formal filing of the regulatory approval application is currently expected to occur in the first half of 2007. There is no assurance that this acquisition will be approved by the SEC or that it will close. Should this transaction be completed, the interest of the MX in BOX would rise from 31.4% to 44.7%. The MX intends to finance this acquisition by debts (note 5).

(c)

The MX has also entered into a commitment in respect of MCeX, pursuant to which it has agreed with the Chicago Climate Exchange Inc. (“CCX”), that it will fund the first US$3,000 of MCeX’s initial working capital requirements. This commitment is staggered in tranches, of which the first is of US$300, and the MX may terminate this commitment upon the exhaustion of each tranche, subject to certain conditions and subject to withdrawing from the MCeX project with CCX.

15. Contingencies:

The MX is a party to legal actions for damages in connection with the closing of the trading floor. During 2006, an amount of $12,824 of the legal actions taken against the Company was settled for $1,252 and $119 in fees. As at December 31, 2006, there was a total of $27,269 remaining in unsettled legal actions against which the Company intends to defend itself vigorously. Even though the outcome of these legal actions as at December 31, 2006 cannot be determined with certainty, management of the MX has recorded a provision and believes that their outcome will not have a material adverse impact on the MX’s operating results or financial position.

16. Income taxes:

The provision for income taxes differs from the amount determined by applying the combined federal-provincial tax rate to earnings before income taxes, as set out by laws.

F-22

BOURSE DE MONTRÉAL INC.

Notes to Consolidated Financial Statements (continued)

Years ended December 31, 2006, 2005 and 2004

(In thousands of dollars, except per share amounts and the number of shares)

16. Income taxes (continued):

The reasons and tax consequences of this difference are as follows:

	2006			2005			2004
Earnings before income taxes	$	31,409		$	19,527		$	12,722
Tax rate as set out by laws		32.02	%		31.10	%		31.10	%
Income taxes computed		10,057			6,073			3,957
Unrecognized tax benefit resulting from losses of BOX		—			—			1,055
Recognized tax benefit resulting from prior losses and other timing differences of BOX		(1,021	)		(893	)		—
Other change in valuation allowance		(968	)		(68	)		(98	)
Impact of tax rate differential for BOX		140			204			(240	)
Adjustment to future tax assets and liabilities for enacted changes in tax rates		(183	)		—			(8	)
Gain on dilution and realization of cumulative translation adjustment		177			(324	)		—
Provincial tax holiday		(1,953	)		(905	)		(914	)
Impact of subsidiary and joint venture tax rate differential		165			198			112
Effect of permanent differences		286			114			37
Tax on large corporations		—			—			115
Other		(122	)		(7	)		(253	)
Income taxes	$	6,578		$	4,392		$	3,763

The tax consequences arising from timing differences resulting in portions of income tax assets and liabilities are as follows:

		2006			2005			2004
Future income tax assets:
	Capital assets	$	98		$	123		$	131
	Goodwill		1,023			1,082			1,169
	Deferred share unit plan		—			—			352
	Regulatory Division reserve fund		534			375			277
	Employee future benefits plan		220			100			48
	Investment in BOX		618			523			1,100
	Operating losses and timing differences of BOX (note 5)		532			1,020			1,977
	Capital losses		166			83			—
	Operating losses available for carry-forward		—			—			54
	Capital leases		—			—			130
	Other		116			107			69
	Future income tax assets		3,307			3,413			5,307
Valuation allowance			(784	)		(2,708	)		(4,246	)
Future income tax assets, net		$	2,523		$	705		$	1,061
Future income tax liabilities:
	Capital assets	$	(786	)	$	(184	)	$	(562	)
	Capital leases		(26	)		(61	)		—
Future income tax liabilities		$	(812	)	$	(245	)	$	(562	)

F-23

BOURSE DE MONTRÉAL INC.

Notes to Consolidated Financial Statements (continued)

Years ended December 31, 2006, 2005 and 2004

(In thousands of dollars, except per share amounts and the number of shares)

16. Income taxes (continued):

As at December 31, 2006, the MX had for income tax purposes losses carried forward of $1,224 that it can use to reduce its future taxable income related to its share in equity in BOX, maturing in 2024, as well as capital losses carried forward of $627 it can use to reduce future capital gains, for an unlimited period.

17. Supplemental cash flow information:

		2006			2005			2004
(a) Interest paid		$	157		$	356		$	359
Income taxes paid			7,568			1,505			87
(b) Net change in non-cash operating assets and liabilities:
	Receivables	$	(1,305	)	$	2,335		$	(1,675	)
	Daily settlements due from clearing members		15,055			1,657			(16,893	)
	Clearing members’ cash margin deposits		(1,271	)		4,329			(4,861	)
	Clearing fund cash deposits		(10,802	)		(3,461	)		3,697
	Prepaid expenses		(165	)		455			(497	)
	Accounts payable and accruals		2,329			187			520
	Income tax expenses		(141	)		2,695			789
	Accrued employees benefit liability		303			—			—
	Daily settlements due to clearing members		(15,055	)		(1,657	)		16,893
	Clearing members’ cash margin deposits		1,271			(4,329	)		4,861
	Clearing fund cash deposits		10,802			3,461			(3,697	)
		$	1,021		$	5,672		$	(863	)
(c) Non-cash transactions related to:
Investing activities:
	Purchase of capital assets financed through accounts payable	$	1,292		$	451		$	536
	Deferred share units included in accounts payable		—			—			810
	Purchase of capital assets financed through capital leases		—			—			4,506
Financing activities:
	Loans granted for share purchases		3,042			1,460			—
	Transfer from contributed surplus to capital stock related to the reimbursement of loans on shares financed under the share purchase plan		76			130			—
	Transfer from contributed surplus to capital stock related to the reimbursement of loans on shares financed under the stock option plan		467			—			—
	Dividends payable		13,910			12,721			—

18. Tax credits on development costs and government assistance:

In 2006, the MX recorded tax credits for an amount of $548 related to development costs. The costs were incurred to improve the technologies used for the trading platform. In 2005, the amount of tax credit recorded was $263 (nil in 2004).

On March 31, 2001, the ministère des Finances du Québec (the “Ministère”) agreed to grant a government assistance program to the MX, totalling $3,500, for the Training Service in order to reimburse a maximum of

F-24

BOURSE DE MONTRÉAL INC.

Notes to Consolidated Financial Statements (continued)

Years ended December 31, 2006, 2005 and 2004

(In thousands of dollars, except per share amounts and the number of shares)

18. Tax credits on development costs and government assistance (continued):

50% of business development expenses and/or a maximum of 50% of operating expenses incurred before March 31, 2004.

The above-mentioned government assistances were granted provided that the MX carried out all or substantially all its operations on the territory of the City of Montréal, up to December 31, 2005.

In addition, on April 9, 2001, the Ministère announced the application of tax measures to support the financial sector in the province of Quebec, including securities exchanges such as the MX. These measures provide income tax exemption, capital tax exemption, and an exemption from employer contributions to the Health Services Fund relating to the eligible activities carried out by the MX for the period from October 1, 2000 to December 31, 2010. On June 12, 2003, these exemptions were reduced by 25%. These exemptions, other than income tax exemption, total approximately $890 in 2006 ($828 in 2005 and $624 in 2004).

19. Related party transactions:

In addition to the transactions disclosed elsewhere in the financial statements, MX entered into the following transactions with related parties.

In 2001, the MX signed an agreement with BOX to provide for a fee the technology and related services required for its electronic trading system. Prior to the beginning of the operations, in February 2004, the MX acted as intermediary in the provision of the necessary products and services, totalling $1,701, in order to establish the technical structure at BOX. These charges were presented as a reduction of compensation and benefits, computer licences and maintenance, and general and administrative expenses.

Beginning in February 2004, the MX became an official supplier to BOX and charges at the exchange amount, being the amount established and agreed to by BOX, salaries, telecommunication services, computer equipment, and other services. The amounts invoiced in 2006 were $15,275 ($15,581 in 2005 and $12,160 in 2004). These transactions were undertaken in the normal course of business. An amount of $20 receivable from BOX is included in receivables as at December 31, 2006 ($854 in 2005).

In 2005, the MX had operations in the normal course of business with its joint venture, Clearco, for an amount of $433 ($79 in 2004).

20. Segmented information:

The MX operates in two industry segments. The commercial activities of these segments are undertaken in Canada and are defined as follows:

Exchange:

This segment acts as the only standardized financial derivatives exchange in Canada, providing a complete range of equity, index and interest rate derivatives.

Clearing House (CDCC):

This segment acts as clearing house and guarantor for derivative instruments traded at the MX and certain other derivative instruments from the over-the-counter market (OTC).

These segments are managed and evaluated separately based on revenues and net earnings.

F-25

BOURSE DE MONTRÉAL INC.

Notes to Consolidated Financial Statements (continued)

Years ended December 31, 2006, 2005 and 2004

(In thousands of dollars, except per share amounts and the number of shares)

20. Segmented information (continued):

	2006
			Clearing
	Exchange		House		Consolidated
Revenues from exchange and clearing	$	50,737	$	13,248	$	63,985
Revenues from information systems services (note 19)		15,275		—		15,275
Investment income		1,541		1,072		2,613
Amortization of capital assets and other assets		6,307		91		6,398
Equity in results of company subject to significant influence (note 5)		1,151		—		1,151
Net earnings		17,006		7,825		24,831
Purchase of capital assets and other assets		6,212		280		6,492
Assets		80,574		42,120		122,694

	2005
			Clearing
	Exchange		House		Consolidated
Revenues from exchange and clearing	$	37,587	$	9,996	$	47,583
Revenues from information systems services (note 19)		15,581		—		15,581
Investment income		1,229		556		1,785
Amortization of capital assets and other assets		7,339		247		7,586
Equity in results of companies subject to significant influence (note 5)		2,257		21		2,278
Net earnings		11,168		3,967		15,135
Purchase of capital assets and other assets		3,631		178		3,809
Assets		74,310		44,722		119,032

	2004
				Clearing
	Exchange			House		Consolidated
Revenues from exchange and clearing	$	37,091		$	8,083	$	45,174
Revenues from information systems services (note 19)		12,160			—		12,160
Investment income		760			299		1,059
Amortization of capital assets and intangible assets		4,911			373		5,284
Equity in net losses of companies subject to significant influence (note 5)		(2,684	)		—		(2,684	)
Net earnings		6,385			2,574		8,959
Purchase of capital assets and other assets		7,543			107		7,650
Assets		62,371			43,266		105,637

Regulatory Division:

Pursuant to a decision rendered by the AMF on November 24, 2000, the MX created a separate regulatory division, responsible for approved participants and market regulation and operating on a cost recovery basis. Since January 1, 2005, with the concurrence of the AMF, the Regulatory Division regulates exclusively the derivative area. At that date, the Regulatory Division transferred its functions and delegated authority on

F-26

BOURSE DE MONTRÉAL INC.

Notes to Consolidated Financial Statements (continued)

Years ended December 31, 2006, 2005 and 2004

(In thousands of dollars, except per share amounts and the number of shares)

20. Segmented information (continued):

securities dealers to the Investment Dealers Association of Canada (IDA), in order to bring all dealers and their representatives and officers under the jurisdiction of one self-regulatory organization in Québec. For the year ended December 31, 2006, the Regulatory Division has generated gross revenues of $3,220 ($2,462 in 2005 and $4,009 in 2004) and incurred direct expenses of $1,361 ($885 in 2005 and $1,836 in 2004) and indirect expenses of $876 ($657 in 2005 and $1,565 in 2004). The surplus of the Regulatory Division at December 31, 2006 totals $1,728 ($1,541 in 2005) and is presented in accounts payable and accruals, and an equivalent amount is included in restricted cash. Of this amount, $828 will be reimbursed to approved participants at the beginning of 2007.

21. Employee future benefits:

Information relating to the MX’s employee future benefit plan is as follows:

		2006			2005			2004
Accrued benefit obligation:
	Balance at beginning of year	$	1,385		$	847		$	650
	Current service cost		225			159			150
	Interest cost		75			60			47
	Actuarial loss		15			319			—
Balance at end of year		$	1,700		$	1,385		$	847
Plan assets:
	Fair value at beginning of year	$	119		$	52		$	—
	Annual return on plan assets		7			5			2
	Employer contributions		58			54			50
	Actuarial gain		14			8			—
Fair value at end of year		$	198		$	119		$	52
Accrued benefit liability:
	Funded status — plan deficit	$	1,502		$	1,266		$	795
	Unamortized past service costs		(493	)		(545	)		(598	)
	Actuarial loss unamortized		(296	)		(311	)		—
Balance at end of year		$	713		$	410		$	197

The contributions from the employer of $58 in 2006, $54 in 2005 and $50 in 2004 were invested in a diversified fund.

The MX has provided a letter of guarantee in the amount of $1,782 to the benefit of the trustee of the employee future benefit plan, using a part of the operating line of credit already in place with its bank (note 9).

The significant actuarial assumptions used to determine the MX’s accrued benefit obligation and benefit plan expense are as follows (weighted average assumptions as of January 1):

Expense and obligation	2006		2005		2004
Discount rate		5.0%		5.0%		6.5%
Expected long-term rate of return on plan assets		7.0%		5.0%		6.5%
Rate of compensation increase		3.0%		3.0%		3.5%

F-27

BOURSE DE MONTRÉAL INC.

Notes to Consolidated Financial Statements (continued)

Years ended December 31, 2006, 2005 and 2004

(In thousands of dollars, except per share amounts and the number of shares)

21. Employee future benefits (continued):

The actuarial valuation for funding purposes of the pension plan is as of January 1, 2004. The next actuarial valuation for funding purposes must be performed as at January 1, 2007 at the latest. The measurement date for the plan assets and the accrued benefit obligation is January 1.

The MX’s net benefit plan expense is as follows:

	2006			2005			2004
Current service cost	$	225		$	159		$	150
Interest cost		75			60			47
Expected return on plan assets		(7	)		(5	)		(2	)
Amortization of past service costs		52			52			52
Amortization of actual loss		16			—			—
Net benefit plan expense	$	361		$	266		$	247

The net benefit plan expense is included in compensation and benefits in the consolidated statement of earnings.

22. Financial instruments:

(a) Credit risk:

The MX reviews a customer’s credit history before extending credit and conducts regular reviews of its existing customers’ credit performance. An allowance for doubtful accounts is established based upon factors surrounding the credit risk of specific customers, historical trends and other information.

(b) Interest rate risk:

Any fluctuation in market interest rates will cause the return on cash and cash equivalents and temporary investments and the fair value of temporary investments to vary either upward or downward.

(c) Fair value of financial instruments:

The carrying amount of receivables, clearing members’ cash deposits (assets and liabilities), clearing fund cash deposits (assets and liabilities), daily settlements due from/to clearing members, accounts payable and accruals and loans to employees included in other assets approximates their fair value due to the near-term maturity of those instruments.

(d) Concentration of credit risk:

Approximately 19% of MX’s revenues for the year ended December 31, 2006 were generated by BOX in information systems services (25% in 2005 and 21% in 2004), while four approved participants on behalf of numerous clients, representing more than 6% of MX’s revenues individually, generated 33% of MX’s revenues in 2006 (31% in 2005 and 30% in 2004), for a combined total of 52% in 2006 (56% in 2005 and 51% in 2004).

23. Risk management:

In its role of clearing house, the CDCC assumes the obligations that arise from a defaulting member’s derivative positions. The CDCC employs various techniques to minimize its exposure in the event of such a default. The principal technique is the collection of risk-based margin deposits in the form of cash, letters of credit, equities and liquid government securities (note 4). Should a clearing member fail to meet a daily margin call or otherwise not honour his obligations under open futures and options contracts, margin deposits would be available to apply against costs incurred by the CDCC in liquidating the positions.

F-28

BOURSE DE MONTRÉAL INC.

Notes to Consolidated Financial Statements (continued)

Years ended December 31, 2006, 2005 and 2004

(In thousands of dollars, except per share amounts and the number of shares)

23. Risk management (continued):

The CDCC’s margining system is complemented by a stress test reporting system, which is part of its Capital Monitoring Program. This process, introduced in 2000, evaluates the financial strength of the members to meet margin requirements that may result from a sudden adverse change in the market. Members’ portfolios are subject to these stress tests and those members that fail to meet the criteria established by the CDCC are required to deposit a stress margin.

The CDCC also maintains a clearing fund through deposits of cash and securities from clearing members (note 4). This fund is available in the event that the cost of liquidating a defaulting member’s positions exceeds the margin deposits collected from that member. The aggregate level of clearing funds required to be deposited by each clearing member is 12% of the largest aggregate daily margin requirement of that clearing member over the preceding calendar month.

If, on a member default, further funding is necessary to complete the liquidation, the CDCC has the right to require members to contribute an additional amount equal to their previous contribution to the clearing fund.

The CDCC has arranged a total of $30,000 in revolving standby credit facilities with a Canadian Schedule I bank to provide liquidity in the event of default by a clearing member. Borrowings under the facilities, which are required to be collateralized, bear interest based on the bank’s prime rate plus 0.75%. These facilities have not been utilized since the date they were established.

24. Other revenues:

The MX has received a financial compensation of $5,000 in 2004 from the TSX Group Inc. to allow the latter to acquire the NGX Energy Exchange in Alberta, taking into consideration the Canadian Exchanges Specialization Agreement signed on March 15, 1999.

25. Subsequent events:

(a) On February 13, 2007, the MX’s Board of Directors approved a stock split of the MX’s shares on a three-for-one basis effective March 15, 2007. The following table shows the impact of the stock split on the earnings per share.

	2006		2005		2004
Net earnings	$	24,831	$	15,135	$	8,959
Weighted average number of shares outstanding — basic		26,228,286		24,591,153		24,183,753
Dilutive effect of stock options and shares held in guarantee		1,207,839		1,758,783		1,151,268
Weighted average number of shares outstanding — diluted		27,436,125		26,349,936		25,335,021
Basic earnings per share	$	0.95	$	0.62	$	0.37
Diluted earnings per share	$	0.91	$	0.57	$	0.35

(b) Strategic investment:

On March 13, 2007, the MX and the NYMEX Holdings Inc. (“NYMEX”) entered into an agreement whereby NYMEX would purchase on March 23, 2007, 3,097,718.334 newly-issued MX common shares on a post stock split basis for $29¹/3 per common share, totalling net proceeds of approximately $89,400 (net of transaction fees).

In addition to general corporate purposes, MX will use these proceeds to fund the payment of a special dividend of $0.33¹/3 per common share on a post stock split basis ($1.00 per common share on a pre-stock

F-29

BOURSE DE MONTRÉAL INC.

Notes to Consolidated Financial Statements (continued)

Years ended December 31, 2006, 2005 and 2004

(In thousands of dollars, except per share amounts and the number of shares)

25. Subsequent events (continued):

split basis) of an aggregate dividend amount of $9,300. This dividend will be payable on April 12, 2007 to shareholders of record on March 22, 2007. The proceeds will also be used, as approved by the Board of Directors of MX, under a normal course issuer bid to purchase, in the normal course of its activities, commencing on the first date of listing of the MX common shares on the TSX and ending on March 22, 2008, up to 2,412,143 MX common shares. The purchases will be made at market prices through the facilities of TSX in accordance with its rules and policies. The common shares thereby purchased will be cancelled.

As part of this agreement, MX and NYMEX created a business venture, called Canadian Resources Exchange Inc. (“CAREX”), for the trading and clearing of different energy products in the Canadian market. MX and NYMEX, will share CAREX’s net earnings equally and control will be exercised jointly.

(c) New stock based compensation plans:

On February 13, 2007, the MX’s Board of Directors agreed to terminate the existing stock option plan and the share purchase plan, but to maintain the options still outstanding and exercisable. As of March 23, 2007 there are 69,000 options on a post stock split basis still outstanding and exercisable (23,000 options on a pre stock split basis).

At the same time, the MX’s Board of Directors approved the creation of a new employee share purchase plan and a stock option plan. Both plans will be implemented on the listing date of the MX.

(i) Employee share purchase plan:

• As per the terms of the plan, the eligible employees may contribute up to 10% of their annual base salary. The MX will contribute an amount equal to 50% of the eligible employee’s contribution, up to a maximum of $2.5 per calendar year.

• The plan will not have a dilutive effect since the purchase of shares will be made on the open market by the plan administrator.

(ii) Stock option plan:

The plan, of a total duration of 10 years, foresees a total reserve of 1,800,000 common shares after giving effect to the stock split. The plan, entirely based on performance criteria, is available for officers and key employees of the MX and its wholly-owned subsidiary, CDCC. The Board of Directors has full latitude on all aspects of the plan.

26. Comparative figures:

Certain prior years’ comparative figures have been reclassified to conform with the financial statement presentation adopted in the current year.

F-30 EX-3.2 5 m38961exv3w2.htm INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 3.2

CONSOLIDATED BALANCE SHEET

(in thousands of dollars)

(unaudited)

	September 30,			December 31,
	2007			2006
Assets
Current assets:
Cash and cash equivalents	$	83,937		$	22,919
Temporary investments		34,649			36,639
Restricted cash		1,690			2,700
Receivables		7,576			7,889
Daily settlements due from clearing members		29,312			6,951
Clearing members’ cash margin deposits		8,638			2,312
Clearing fund cash deposits		22,769			14,807
Prepaid expenses		1,191			1,690
		189,762			95,907
Long-term investment		9,991			9,302
Capital assets		14,082			12,319
Future income taxes		2,499			2,523
Other assets		1,946			2,643
	$	218,280		$	122,694
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable and accruals	$	10,350		$	13,057
Dividends payable		—			13,910
Daily settlements due to clearing members		29,312			6,951
Clearing members’ cash margin deposits		8,638			2,312
Clearing fund cash deposits		22,769			14,807
Income taxes payable		996			3,343
Debts due within one year and current portion of obligations under capital leases		169			1,072
		72,234			55,452
Future income taxes		1,055			812
Accrued employee benefits liability		941			713
Shareholders’ equity:
Capital stock (Note 5)		139,633			49,258
Contributed surplus		581			434
Retained earnings		6,261			16,991
Accumulated other comprehensive loss		(2,425	)		(966	)
		144,050			65,717
Contingencies (Note 6)
Subsequent event (note 8)	$	218,280		$	122,694

See accompanying Notes to the Interim Consolidated Financial Statements.

MONTRÉAL EXCHANGE INC. THIRD QUARTER REPORT SEPTEMBER 30, 2007  1

CONSOLIDATED STATEMENT OF EARNINGS

(in thousands of dollars, except per share amounts and number of shares)

(unaudited)

	Three months ended						Nine months ended
	September 30,			September 30,			September 30,		September 30,
	2007			2006			2007		2006
Revenues:
Transactions	$	9,305		$	8,980		$	30,119	$	27,212
Clearing and option exercise		3,262			3,156			10,798		9,669
Information systems services		3,752			3,949			11,280		12,032
Market data		2,848			2,872			8,201		7,860
Participants		850			808			2,666		2,409
Other		123			159			424		533
		20,140			19,924			63,488		59,715
Expenses:
Compensation and benefits (Note 4)		6,050			5,544			18,422		16,768
Occupancy		858			654			2,331		1,999
Computer licences and maintenance		2,764			1,565			5,743		4,838
Amortization of capital assets and other assets		865			1,922			2,489		5,529
General and administrative		1,960			1,848			9,586		6,989
Telecommunications		695			659			2,066		1,867
Public affairs		391			425			1,265		1,511
Interest on obligations under capital leases and debts due within one year		4			32			25		135
		13,587			12,649			41,927		39,636
Earnings before investment income, other items and income taxes		6,553			7,275			21,561		20,079
Investment income		1,773			732			2,991		1,854
Equity in results of a company subject to significant influence		1,089			112			2,148		1,259
Gain on dilution and (loss) from the realization of the cumulative translation adjustment		—			(231	)		—		(231	)
Earnings before income taxes		9,415			7,888			26,700		22,961
Income taxes
Current		2,590			1,992			6,831		5,603
Future		(99	)		(33	)		454		33
	$	2,491		$	1,959		$	7,285	$	5,636
Net earnings	$	6,924		$	5,929		$	19,415	$	17,325
Basic earnings per share	$	0.23		$	0.23		$	0.65	$	0.67
Diluted earnings per share	$	0.23		$	0.22		$	0.65	$	0.64
Weighted average number of shares outstanding — basic		30,691,022			26,208,123			29,806,416		25,978,911
Weighted average number of shares outstanding — diluted		30,785,829			27,357,696			30,104,050		27,128,484

See accompanying Notes to the Interim Consolidated Financial Statements.

MONTRÉAL EXCHANGE INC. THIRD QUARTER REPORT SEPTEMBER 30, 2007  2

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(in thousands of dollars)

(unaudited)

	Three months ended			Nine months ended
	September 30,			September 30,
	2007			2007
Net earnings	$	6,924		$	19,415
Other comprehensive income (loss)
Unrealized loss on translating financial statements of a self-sustaining foreign operation		(637	)		(1,459	)
Comprehensive income	$	6,287		$	17,956

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

(in thousands of dollars)

(unaudited)

	June 30,			June 30,
	2007			2006
Common shares at beginning of period	$	49,258		$	45,405
Issuance of common shares
New issuance of common shares (Note 5)		90,866			—
Transaction fees related to common shares issuance, net of income taxes of $391		(1,199	)		—
Repurchase of shares (Note 5)		(1,768	)		—
Stock Option Plan (Note 5)		217			4,026
Variation of shares held in guarantee (Note 5)		2,259			(347	)
Common shares at end of period		139,633			49,084
Contributed surplus at beginning of period		434			825
Stock option expense		170			76
Employee share purchase plan expense		68			57
Stock options and share purchase plan reimbursed		(91	)		(524	)
Contributed surplus at end of period		581			434
Retained earnings at beginning of period		16,991			16,532
Net earnings		19,415			17,325
Impact of initial adoption of new accounting standard (Note 3)		571			—
Dividend		(20,127	)		(10,462	)
Premium paid on shares repurchased (Note 5)		(10,589	)		—
Retained earnings, end of period		6,261			23,395
Accumulated other comprehensive income (loss), beginning of period		(966	)		(1,790	)
Unrealized gain or loss on translating financial statements of a self-sustaining foreign operation		(1,459	)		(150	)
Accumulated other comprehensive income (loss), end of period		(2,425	)		(1,940	)
Shareholders’ equity, end of period	$	144,050		$	70,973

See accompanying Notes to the Interim Consolidated Financial Statements.

MONTRÉAL EXCHANGE INC. THIRD QUARTER REPORT SEPTEMBER 30, 2007  3

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands of dollars)

(unaudited)

	Three months ended						Nine months ended
	September 30,			September 30,			September 30,			September 30,
	2007			2006			2007			2006
Cash flows from (used in) operating activities:
Net earnings	$	6,924		$	5,929		$	19,415		$	17,325
Adjustments for:
Amortization of capital assets and other assets		865			1,922			2,489			5,529
Equity in results of a company subject to significant influence		(1,089	)		(112	)		(2,148	)		(1,259	)
(Gain) on dilution and loss from the realization of the cumulative translation adjustment		—			231			—			231
Amortization of premium on investments		(131	)		(1	)		(225	)		35
Interest income on discount investments		(135	)		(122	)		(320	)		(247	)
Future income taxes		(99	)		(33	)		63			33
Cost of stock option plan and employee share purchase plan		122			19			238			133
Change in fair value of derivative financial instruments		(89	)		—			915			—
Net change in non-cash operating assets and liabilities:
Receivables		1,034			1,486			313			(1,143	)
Prepaid expenses		1,196			741			499			340
Accounts payable, accruals and income taxes payable		641			1,450			(5,054	)		(841	)
Increase in the accrued employee benefits liability		38			86			228			198
		9,277			11,596			16,413			20,334
Cash flows from (used in) investing activities:
Purchase of capital assets		(1,741	)		(869	)		(3,954	)		(3,717	)
Decrease (increase) in other assets		48			(362	)		373			(1,219	)
Purchase of investments		(156,008	)		(68,187	)		(683,523	)		(206,036	)
Sale of investments		157,753			61,012			685,944			202,445
Distribution from a company subject to significant influence		—			1,049			—			1,049
		52			(7,357	)		(1,160	)		(7,478	)
Cash flows from (used in) financing activities:
Restricted cash		44			(201	)		1,010			—
Decrease in obligations under capital leases and debts		(172	)		(861	)		(903	)		(2,681	)
Share issuance		89			803			92,052			3,155
Repurchase of shares		(9,124	)		—			(12,357	)		—
Dividends		(10,834	)		(9,273	)		(34,037	)		(23,183	)
		(19,997	)		(9,532	)		45,765			(22,709	)
Net increase (decrease) in cash and cash equivalents		(10,668	)		(5,293	)		61,018			(9,853	)
Cash and cash equivalents, beginning of period		94,605			21,363			22,919			25,923
Cash and cash equivalents, end of period		83,937			16,070			83,937			16,070
Temporary investments, end of period		34,649			—			34,649			—
Cash and cash equivalents, and temporary investments, end of period	$	118,586		$	16,070		$	118,586		$	16,070
Supplemental cash flow information:
Interest paid	$	4		$	32		$	25		$	135
Income taxes paid		2,459			874			9,145			6,504

See accompanying Notes to the Interim Consolidated Financial Statements.

MONTRÉAL EXCHANGE INC. THIRD QUARTER REPORT SEPTEMBER 30, 2007  4

Notes to the Interim Consolidated Financial Statements

For the nine months ended September 30, 2007

(in thousand of dollars, except per share amounts and number of shares)

(unaudited)

On March 27, 2007, the MX listed its shares on the Toronto Stock Exchange (“TSX”) through a non-offering listing. The MX’s shares are now publicly traded under the symbol MXX.

1.  Presentation

These unaudited interim consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (GAAP), using the same accounting policies as outlined in Note 1 to the audited consolidated financial statements for the year ended December 31, 2006, with the exception of the changes in accounting policies presented in Note 3 below. The MX’s unaudited interim consolidated financial statements do not include all disclosures required by Canadian GAAP for annual financial statements and accordingly, should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2006 which are included in the 2006 Annual Report.

2.  Joint venture

On March 13, 2007, the MX concluded an agreement with NYMEX Holdings, Inc. (« NYMEX ») to create the Canadian Resources Exchange Inc. (« CAREX »), a joint venture over which the two partners exercise joint control and share equally in the profits. CAREX will provide the Canadian market with trading and clearing services for over-the-counter and on-exchange products relating to energy (including natural gas, heavy crude oil and electricity), metals and soft commodities. Under the terms of this agreement, on March 23, 2007, the MX and NYMEX each invested $2,000 in the new joint venture in order to fund initial working capital requirements. The MX uses the proportionate consolidation method to account for its 50% interest in the assets, liabilities, revenue, expenses and cash flows of the joint venture.

3.  Changes in accounting policies

On January 1st, 2007, the MX adopted the recommendations of the Canadian Institute of Chartered Accountants (“CICA”) Handbook: Section 1530, Comprehensive Income, Section 3251, Equity, Section 3855, Financial Instruments — Recognition and Measurement and Section 3861, Financial Instruments — Disclosure and Presentation. These new Handbook Sections, which apply to fiscal years beginning on or after October 1, 2006, provide comprehensive requirements for the recognition and measurement of financial instruments, as well as standards on when and how hedge accounting may be applied. Section 1530 also establishes standards for reporting and displaying comprehensive income. Comprehensive income is defined as the change in equity from transactions and other events from non-owner sources. Other comprehensive income refers to items recognized in comprehensive income, but that are excluded from net income calculated in accordance with generally accepted accounting principles.

Under Section 3855, all financial instruments are classified into one of the following five categories: held-for-trading, held-to-maturity investments, loans and receivables, available-for-sale financial assets or other financial liabilities. All financial instruments, including derivatives, are included in the consolidated balance sheet and are measured at fair value with the exception of loans and receivables, investments held-to-maturity and other financial liabilities, which are measured at amortized cost. Subsequent measurement and recognition of changes in fair value of financial instruments depend on their initial classification. Held-for-trading financial investments are measured at fair value and all gains and losses are included in net income in the period in which they arise. Available-for-sale financial instruments are measured at fair value with revaluation gains and losses included in other comprehensive income until the asset is removed from the balance sheet.

As a result of the adoption of these new standards, the MX has classified its cash and cash equivalents, and temporary investments as held-for-trading. Receivables are classified as loans and receivables. The MX’s long-term investment consists of an equity investment and is accounted for under the equity method and thus excluded from the recommendations of this standard. Accounts payable and accruals and short-term debt, including interest payable, are classified as other liabilities, all of which are measured at amortized cost. The MX has measured all derivatives at fair value.

The adoption of these new standards resulted in an increase in retained earnings as at January 1, 2007 of $571, net of income taxes, resulting mainly from the unrealized appreciation of temporary investments. Furthermore, the unrealized loss on translating financial statements of a self-sustaining foreign operation as at December 31, 2006 of $966, previously presented under Cumulative translation adjustment, has been reclassified to accumulated other comprehensive loss in the consolidated balance sheet.

4.  Employee future benefits

For the quarter ended September 30, 2007, the total retirement benefit cost was $96 ($86 in 2006). For the first nine months of 2007, this cost was $286 ($256 in 2006).

5.  Capital stock

On February 13, 2007, the Board of Directors of the MX (the « Board ») approved a three-for-one stock split of the MX’s common shares, effective March 15, 2007. All numbers of shares below are presented on a split basis.

MONTRÉAL EXCHANGE INC. THIRD QUARTER REPORT SEPTEMBER 30, 2007  5

	September 30,			December 31,
	2007			2006
Authorized:
An unlimited number of shares, without face value:
Common, voting and participating Preferred, non-voting, dividend to be determined upon issuance
Total issued, including in guarantee:
30,655,683 common shares (27,819,465 as at December 31, 2006)	$	139,796		$	51,589
Held in guarantee for loans under employee share purchase plan:
48 528 common shares (256,173 as at December 31, 2006)		(163	)		(800	)
Held in guarantee for loans under stock option plan:
nil common shares (894,954 as at December 31, 2006)		—			(1,531	)
Issued and paid:
30,607,155 common shares (26,668,338 as at December 31, 2006)	$	139,633		$	49,258

On March 13, 2007, the MX and NYMEX entered into an agreement whereby NYMEX purchased, on March 23, 2007, 3,097,718 newly-issued MX common shares for $291/3 per common share totalling net proceeds of $89,667 (net of transaction fees).

On March 13, 2007, the MX concluded a second agreement with NYMEX whereby the MX granted NYMEX a pre-emptive right allowing it, subject to regulatory approval and certain conditions, to maintain its proportionate ownership in MX shares should there be an issuance of MX shares.

MX used a portion of the proceeds from the NYMEX Investment to fund the payment of a special dividend of $0.331/3 per common share of an aggregate dividend amount of $9,293. This dividend was paid on April 12, 2007 to shareholders of record on March 22, 2007. In addition to general corporate purposes, the proceeds will also be used under a normal course issuer bid to purchase in the normal course of its activities, which started on March 23, 2007 and ending on March 22, 2008, up to 2,412,143 MX common shares. The purchases will be made at market prices through the facilities of TSX in accordance with its rules and policies. The common shares thereby purchased will be cancelled. Under the normal course issuer bid, during the third quarter of 2007, MX repurchased and cancelled 306,500 common shares (387,500 for the first nine months of 2007) at an average price of $29.77 ($31.89 for the first nine months of 2007) for a total consideration of $9,124 ($12,357 for the first nine months of 2007). Premiums paid above the average carrying value of the common shares were charged to retained earnings. The common share capital was reduced by $1,399 ($1,768 for the first nine months of 2007) and retained earnings by $7,725 ($10,589 for the first nine months of 2007).

     a)  Employee Share Purchase Plan

On February 13, 2007, the Board agreed to terminate the existing employee share purchase plan and approved the creation of a new employee share purchase plan. Under the terms of this plan, the eligible employees may contribute up to 10% of their annual base salary. The MX contributes an amount equal to 50% of the eligible employee’s contribution, up to a maximum of $2.5 per year. This plan took effect on March 23, 2007, the date that the receipt in respect to the final non-offering prospectus was issued by the securities regulatory authorities, and employee and employer contributions started in the second quarter of 2007.

During the third quarter of 2007, the compensation cost related to the employee share purchase plan totalled $64 ($105 for the first nine months of 2007).

     b)  Stock Option Plan

On February 13, 2007, the Board agreed to terminate the existing stock option plan, but to maintain the options still outstanding and unexercised.

At the same time, the Board approved the creation of a new stock option plan for officers and key employees of the MX and its wholly-owned subsidiary, CDCC. This plan, for a total duration varying between 7 to 10 years, foresees a total reserve of 1,800,000 common shares. A block of fifty percent (50%) of options granted will be vested upon achieving performance criteria, as determined annually, while the second block of 50% is only subject to the passage of time. The stock options will be vested evenly over a four-year period. The exercise price of a stock option shall not be less than the weighted average price of the shares on the TSX during the five trading days immediately preceding the day on which the stock option was granted. The Board has full latitude on all aspects of the plan.

The following table summarizes information on outstanding as at September 30, 2007:

MONTRÉAL EXCHANGE INC. THIRD QUARTER REPORT SEPTEMBER 30, 2007  6

	Nine months ended					Twelve months ended
	September 30, 2007					December 31, 2006
	Number of			Weighted average		Number of			Weighted average
	options			exercise price		options			exercise price
Options outstanding, beginning of period		129,000		$	1.72		2,505,000		$	1.70
Granted		128,880			41.59		—			—
Cancelled		(16,680	)		42.42		—			—
Exercised		(126,000	)		1.72		(2,376,000	)		1.69
Options, end of period		115,200		$	40.43		129,000		$	1.72

During the quarter, the MX recorded a compensation cost of $100 (nil in 2006) related to the stock option plans and for the first nine months of 2007 a cost of $170 ($76 in 2006). The following weighted average assumptions were used:

	2007
Weighted average fair value of options at grant date	$	8.53
Risk-free interest rate		4.62%
Dividend yield		2.00%
Expected volatility		25.00%
Expected life		3.66 years

As at September 30, 2007, 3,000 of the outstanding options were exercisable at the weighted average price of $1.72.

6.  Contingencies

The MX is a party to legal actions for damages in connection with the closing of the trading floor. During the quarter ended September 30, 2007 and for the first nine months of 2007, no legal actions have been settled. As at September 30, 2007, there was a total of $27,269 remaining in unsettled legal actions against which the MX defended itself vigorously. A court decision is expected in the coming months. Even though the court decision cannot be determined with certainty as at September 30, 2007, management of the MX believes that the decision will not have a material adverse impact on the MX’s operating results or financial position.

7.  Segmented information

The MX operates in two industry segments. The commercial activities of these segments are undertaken in Canada and are defined as follows:

Exchange (Bourse):

This segment acts as the only standardized financial derivatives exchange in Canada, providing a complete range of equity, index and interest rate derivatives.

Clearing house (Canadian Derivatives Clearing Corporation): This segment acts as a clearing house and guarantor for derivative instruments traded at the MX and certain other derivative instruments from the over-the-counter market (OTC).

These segments are managed and evaluated separately based on revenues and net earnings.

	Three months ended September 30
	Bourse				CDCC				Consolidated
	2007		2006		2007		2006		2007		2006
Revenues from exchange and clearing	$	13,059	$	12,754	$	3,329	$	3,221	$	16,388	$	15,975
Revenues from information systems services		3,752		3,949		—		—		3,752		3,949
Investment income		1,386		429		387		303		1,773		732
Amortization of capital assets and other assets		837		1,899		28		23		865		1,922
Equity in results of company subject to significant influence		1,089		112		—		—		1,089		112
Net earnings		5,087		4,234		1,837		1,695		6,924		5,929
Purchase of capital assets		1,733		1,207		8		24		1,741		1,231
Assets		141,852		71,139		76,428		57,587		218,280		128,726

MONTRÉAL EXCHANGE INC. THIRD QUARTER REPORT SEPTEMBER 30, 2007  7

	Nine months ended September 30
	Bourse				CDCC				Consolidated
	2007		2006		2007		2006		2007		2006
Revenues from exchange and clearing	$	41,215	$	37,822	$	10,993	$	9,861	$	52,208	$	47,683
Revenues from information systems services		11,280		12,032		—		—		11,280		12,032
Investment income		2,367		1,097		624		757		2,991		1,854
Amortization of capital assets and other assets		2,410		5,462		79		67		2,489		5,529
Equity in results of company subject to significant influence		2,148		1,259		—		—		2,148		1,259
Net earnings		13,839		12,191		5,576		5,134		19,415		17,325
Purchase of capital assets		3,876		4,887		78		49		3,954		4,936
Assets		141,852		71,139		76,428		57,587		218,280		128,726

Regulatory Division:

Pursuant to a decision rendered by the AMF on November 24, 2000, the MX created a separate regulatory division, responsible for approved participants and market regulation and operating on a cost recovery basis.

For the third quarter ended September 30, 2007, the Regulatory Division generated gross revenues of $739 ($754 in 2006) and incurred direct expenses of $369 ($322 in 2006) and indirect expenses of $248 ($231 in 2006). To date, revenues total $2,529 ($2,436 in 2006), direct expenses total $1,132 ($1,026 in 2006) and indirect expenses total $786 ($614 in 2006).The surplus of the Regulatory Division at September 30, 2007 totals $1,512 ($1,728 at December 31, 2006) and is presented in accounts payable and accruals and an equivalent amount is included in restricted cash.

8.  Subsequent event

On October 2, 2007, MX announced that it is engaged in negotiations aimed at increasing its ownership position in BOX from 31.4% to a maximum of 53.2%. The current intention is to acquire the entire 21.9% partnership interest in BOX held directly and indirectly by the Boston Stock Exchange (“BSE”). This acquisition is subject to the prior approval of the United States Securities and Exchange Commission (“SEC”) as well as customary closing conditions. MX had previously intended to increase its participation in BOX to 44.7%, following an agreement to purchase a 13.3% stake signed in August 2006 with the BSE. We intend to finance this transaction with our existing cash resources.

9.  Comparative figures

Certain comparative figures have been reclassified to conform to the current period’s presentation.

MONTRÉAL EXCHANGE INC. THIRD QUARTER REPORT SEPTEMBER 30, 2007  8

Tour de la Bourse

P.O. Box 61

800 Victoria Square

Montréal, Québec

H4Z 1A9

Telephone: (514) 871-2424

Toll-free within Canada and the U.S.:

1 800 361-5353

communications@m-x.ca

www.m-x.ca

Ce rapport trimestriel est également

disponible en français.

EX-3.2

exv3w2

EX-3.3

Exhibit 3.3

RISK FACTORS

      You should consider the risks below very carefully in evaluating us and our common shares. The risks described below are not the only ones facing our company. Additional risks not presently known to us or that we currently deem immaterial may also impair our operations. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. If any of these risks materialize, the trading price of our common shares could decline.

Risks Relating to our Business

      Any significant decline in the trading volume of our key products would adversely affect our revenues and profitability.

      We are substantially dependent on trading volume from several product offerings for a significant portion of our clearing and transaction fee revenues and profits. The clearing and transaction fee revenues attributable to transactions in our BAX, CGB and SXF contracts represented approximately 75% of our total transaction and clearing fee revenues during 2006. Any significant decline in our trading volume for any of these products, or other significant products introduced in the future, would negatively impact our business, financial condition and results of operations.

      We cannot assure you that others will not succeed in creating competing derivatives contracts or products replicating those that we offer, including those that we offer under licence, or that market participants will not increasingly use alternative instruments. Any of these events could have an adverse effect on our trading volume, results of operations and profitability.

      We depend on market activity that is outside of our control for our revenues.

      Our revenues are highly dependent upon the level of activity on our markets, including the number of transactions, volume and value of securities traded, the number of active traders and firms in the market, the number of subscribers to market data and similar variables. We have no direct control over these variables. Among other things, these variables depend upon the relative attractiveness of derivatives traded on our markets and the relative attractiveness of our markets as a place to trade any such derivatives as compared to other exchanges and other trading vehicles. Those variables are in turn influenced by the overall economic conditions in Canada and the United States in particular and in the world in general, especially growth levels and political stability, the regulatory environment, the relative activity and performance of global capital markets and investor confidence. Reduced levels of activity on our markets would materially adversely affect our business, financial condition and results of operations.

      We may be able to indirectly influence the volume and value of trading by measures such as providing efficient, reliable and low-cost trading, seeking to maximize the availability of timely, reliable information and maximizing the ease of access to trading facilities. However, there is a risk that the measures that we are currently undertaking or may undertake in the future will not have a positive effect on or effectively counteract the factors that are outside of our control.

      Declines in the global financial markets may materially adversely affect our business.

      Adverse economic and political conditions may cause declines in Canadian, U.S. and global financial markets and may affect our operating results. The international financial services business is, by its nature, risky and volatile and is directly affected by many national and international factors that are beyond our control. Any one of these factors may cause a substantial decline in the global financial services markets, which could potentially result in reduced trading volume. These events could materially adversely affect our business, financial condition, results of operations and prospects. These factors include:

• economic and political conditions in Canada, the United States and elsewhere in the world;

• reduced institutional/consumer confidence levels;

• the availability of cash for investment by mutual funds and other wholesale and retail investors; and

• legislative and regulatory changes.

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      Our business may be adversely affected by price competition.

      The derivatives trading industry is characterized by intense price competition. While we have developed our pricing mix to attract greater liquidity to our markets while maintaining our average price per contract, market conditions and the termination of the 1999 Agreement with the TSX Group (and TSX Group’s planned launch of a securities derivatives exchange in Canada thereafter) may result in increased competition and, in turn, significant pricing pressures in the future. Some of our competitors may seek to increase their share of trading by reducing their transaction fees, by offering larger liquidity payments or by offering other forms of financial or other incentives. Our business, financial condition and results of operations could be materially adversely affected as a result of these developments.

      For example, we could lose a substantial percentage of our trading volume if we are unable to price our transactions in a competitive manner, or our profit margins could decline if we reduce our pricing in response. In addition, one or more competitors may engage in aggressive pricing strategies and significantly decrease or completely eliminate their profit margin for a period of time in order to capture a greater share of trading. Some competitors may have high profit margins in business areas in which we do not engage, which may assist them in executing these strategies. This environment could lead to a decline in transaction volume, and could have a material adverse affect on our business, financial condition and results of operations.

      Intense and evolving competition could materially adversely affect our market share and financial performance.

      The derivatives trading industry is highly competitive. Many of our competitors and potential competitors are more established or have greater financial resources than we do. Due to the globalization of investing, we face increased competition for business from other exchanges, particularly those in the United States, but also electronic exchanges in Europe and Asia. In addition, technological advances have lowered barriers to entry and have facilitated the establishment of new exchanges and mechanisms, such as electronic communication networks, or ECNs, for the electronic trading of securities and other financial instruments outside of traditional exchanges.

      Competitive pressures may cause us to re-evaluate our current business model and strategies. As the electronic trading marketplace develops, the competition for some or all of the products and services we currently provide could intensify. In addition, our competitors may:

• respond more quickly to competitive pressures;

• develop products similar to the products we offer that are preferred by our customers;

• develop non-traditional alternative risk transfer products that compete with our products;

• price their products and services more competitively;

• develop and expand their network infrastructures and service offerings more efficiently;

• adapt more swiftly to new or emerging technologies and changes in client requirements;

• utilize better, more user-friendly and more reliable technology;

• take greater advantage of acquisitions, alliances and other opportunities;

• more effectively market, promote and sell their products and services;

• better leverage existing relationships with clients and strategic partners or exploit better recognized brand names to market, distribute and sell their services; and

• exploit regulatory disparities between traditional, regulated exchanges and alternative markets that benefit from a reduced regulatory burden and a lower-cost business model.

      Our current and prospective competitors are numerous and include securities exchanges, options and other derivatives exchanges, market data and information vendors, electronic communications networks, crossing systems and similar entities, consortia of large customers and some of our clearing member firms and interdealer brokerage firms.

      In addition, the 1999 Agreement with the TSX Group expires in March 2009. On March 5, 2007, TSX Group and ISE announced their joint initiative to create a new Canadian securities derivatives exchange which would

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launch its operations in March 2009, upon the expiry of the 1999 Agreement. We are also currently party to an arbitration proceeding with TSX Group relating to the acquisition by its subsidiary, NGX, of Oxen, which is the owner of Alberta Watt Exchange Limited. The dispute relates to our exclusivity regarding exchange traded derivatives pursuant to the 1999 Agreement. Furthermore, while the 1999 Agreement precludes the TSX Group from entering the Canadian financial derivatives market prior to March 2009, it does not prohibit other potential competitors from entering or offering competing products, and advancements in technologies may allow them to do so. The CME and the CBOT have attempted to offer competing products in the past, and although both were unsuccessful, that may not be the case in the future.

      Thus, the number of exchanges and other entities providing products and services similar to ours may grow, and a number of financial services and other companies have entered into, or are forming, joint ventures or consortia that may give them the capacity to provide products or services similar to those provided by us. For more information concerning the competitive nature of our industry and the challenges we face, see the section entitled “Our Business — Our Segments and Activities” elsewhere in this prospectus. As a result of this intense competition, we cannot assure you that we will be able to retain our current customers or attract new customers to our markets, products and services. In addition, we cannot assure you that we will not lose customers because of more economical alternatives offered from competitors with comparable or possibly superior products, services or trade execution services. Our business, financial condition and results of operations could be materially adversely affected if we fail to attract new customers or lose a substantial number of our current customers to competitors.

      The trend among exchanges to form alliances as well as to consolidate may increase and may result in strengthening the competitive position of some exchanges to the detriment of others. There is a risk that we will not be included in any alliances, or that the alliances that we enter will not be successful, and these developments could materially adversely affect our business, financial condition, results of operations and prospects.

      We generate a significant percentage of our annual revenues from a small number of approved participants, and substantially all of our MX-ITS revenues from BOX.

      A significant percentage of our annual revenues are generated by a relatively small number of approved participants, and substantially all of our MX-ITS revenues are generated by BOX. For the year ended December 31, 2006, approximately 19% of our revenues were generated by BOX in information systems services (25% in 2005 and 21% in 2004), and four approved participants, on behalf of numerous clients, generated, in the aggregate, 33% of our revenues (31% in 2005 and 30% in 2004), for a combined total of 52% of our revenues in 2006 (56% in 2005 and 51% in 2004). Each of these four approved participants individually generated more than 6% of our revenues in 2006. Although we seek to diversify our base of approved participants and continuously seek ways of encouraging activity by all of our approved participants, we may continue to be dependent upon these key approved participants in the future. Any negative change in our relationship with, or the revenues generated by, these key approved participants, and our inability to grow our customer base for SOLA^® or maintain BOX as a SOLA^® client, could have a material adverse effect on our business, financial condition and results of operations.

      Our trading volume, and consequently our revenues and earnings, could be materially adversely affected if we are unable to retain our current customers or attract new customers to our markets or if derivatives trading volume in general decreases.

      The success of our business depends, in part, on our ability to maintain and increase our trading volume and the resulting exchange fees. To do so, we must maintain and expand our product offerings, our customer base and our trade execution alternatives. Our success also depends in part on our ability to offer competitive prices and services in an increasingly price-sensitive business. In addition, our success depends in part on our ability to increase the base of individual customers who trade our products. We cannot assure you that we will be able to continue to expand our product lines, or that we will be able to retain our current customers or attract new customers. We also cannot assure you that we will not in the future lose the business of certain of our approved participants to lower-cost competitors with comparable or superior products, services or trade execution facilities. If we fail to expand our product offerings or execution facilities, or lose a substantial number of our current customers, or are unable to attract new customers, our business will be materially adversely affected. Furthermore, declines in the overall volume of trading derivatives may negatively impact market liquidity on our markets, which would result in lower exchange fee revenues and could materially adversely affect our ability to retain our current customers or attract new customers. Any such event could have a material adverse effect on our business, financial condition and results of operations.

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      Our business could be harmed by a systemic market event.

      Some market participants could be overleveraged. In case of sudden, large price movements, such market participants may not be able to meet their obligations to brokers who, in turn, may not be able to meet their obligations to their counterparties. As a result, the financial system or a portion thereof could collapse, and the impact of such an event could be catastrophic to our business.

      Our market data fee revenues could decline if we are unable to continue growing our subscription levels.

      We sell market data to market participants and resellers who distribute such data to persons or entities that use or monitor our markets. There has been consolidation recently in the market data resale sector, which has resulted in pricing pressure on certain primary sellers of market data. If we are unable to continue growing our market data subscription levels or if we experience an overall trend of declining subscription levels or pricing pressure, we could lose market data fee revenues if we are unable to recover the lost revenues through increased transaction fees or through the development of alternative market data products. Any such failure could have a material adverse effect on our business, financial condition and results of operations.

      We depend on the development and acceptance of new products.

      We are dependent to a large extent on the development and introduction of new financial and trading products and the acceptance by the investment community of those products. While we are continually reviewing our products and, in consultation with market participants, developing new products that seek to respond to the needs of the marketplace, there can be no assurance that we will continue to develop successful new products. Current products may become outdated or lose market favour before adequate enhancements or replacements can be developed. Other exchanges and alternative trading systems, or “ATSs,” may introduce new products or product enhancements that reduce the attractiveness of our products. Even if we develop an attractive new product, we could lose trading activity to another exchange or an ATS that introduces a similar or identical product because of the competitor’s greater liquidity or lower cost. Any such event could have a material adverse effect on our business, financial condition and results of operations.

      Our clearing house operations expose us to credit risk of third parties. Our financial condition will be adversely affected in the event of a significant default.

      CDCC acts as the issuer and guarantor of all trades consummated on our markets. As a result, we are exposed to significant credit risk of third parties, including our approved participants and clearing members. We are also exposed, indirectly, to the credit risk of customers of our approved participants. These parties may default on their obligations due to bankruptcy, lack of liquidity, operational failure or other reasons. A substantial part of our working capital is at risk if a participant defaults on its obligations to CDCC and its margin and security deposits are insufficient to meet its obligations.

      Although we have implemented policies and procedures to help assure that our participants can satisfy their obligations, these policies and procedures may not succeed in detecting problems or preventing defaults. We also have in place various measures intended to enable us to cover defaults and maintain liquidity. However, we cannot assure you that these measures will be sufficient to protect us from a default or that our business, financial condition and results of operations will not be materially adversely affected in the event of a significant default. For a more detailed discussion of our clearing house operations, see the section of this prospectus entitled “Our Business — Our Segments and Activities — Clearing House” elsewhere in this prospectus.

      We may not effectively manage our growth, and we may not be successful in executing our strategies.

      We intend to continue developing and expanding our business. This growth may place a significant strain on our management, personnel, systems and other resources. We must continue to improve our operational and financial systems and managerial controls and procedures, and we will need to continue to expand, train and manage our technology workforce. We must also maintain close coordination among our technology, compliance, accounting, finance, marketing and sales organizations. We cannot assure you that we will manage our growth effectively, and our failure to do so could have a material adverse effect on our business, financial condition and results of operations.

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      Acquisitions and strategic partnerships may not meet our objectives.

      We currently believe that alliances, strategic partnerships and acquisitions may be an important component of our growth strategies and could play an important role in our long-term success. In this regard, we may seek to enter into alliances or other arrangements with other parties under appropriate conditions, such as our recently announced alliance with NYMEX. However, we cannot assure you that we will be successful in either developing, or fulfilling the objectives of, any such alliance, including our alliances with BOX or NYMEX. Further, our participation in these alliances may strain our resources and may limit our ability to pursue other strategic and business initiatives, which could have a material adverse effect on our business, financial condition and results of operations.

      Expansion of our operations internationally involves special challenges that we may not be able to meet, which could adversely affect our business, financial condition and results of operations.

      We plan to continue our efforts to expand our operations internationally, including by obtaining regulatory authorizations or exemptions to allow remote access to our markets by approved participants outside Canada and by relying on distribution systems established by our current and future strategic alliance partners. We expect that the expansion of access to our electronic markets will continue to increase the portion of our business that is generated from outside Canada. We face certain risks inherent in doing business in international markets, particularly in the regulated derivatives exchange business. These risks include:

• restrictions on the use of trading terminals or the contracts that may be traded;

• reduced protection for intellectual property rights;

• difficulties in staffing and managing foreign operations;

• potentially adverse tax consequences;

• enforcing agreements and collecting receivables through certain foreign legal systems; and

• foreign currency fluctuations for international business.

      We will also be required to comply with the laws and regulations of foreign governmental and regulatory authorities of each country in which we obtain authorizations or exemptions for remote access to our markets. These may include laws, rules and regulations relating to any aspect of the derivatives business.

      In addition, we have, to date, had limited experience in marketing our MX-ITS products and services internationally. We cannot assure you that we will be able to succeed in marketing these products and services in international markets.

      As we expand our business globally, our success will be dependent, in part, upon our ability to anticipate and manage these and other risks effectively. We cannot assure you that these and other factors will not have a material adverse effect on our business as a whole. We may also experience difficulty in managing our international expansion because of, among other things, competitive conditions overseas, established domestic markets and players, language and cultural differences and economic or political instability. Any of these factors could have a material adverse effect on the success of our plans to grow our international presence and market our MX-ITS products and services and, consequently, on our business, financial condition and results of operations.

      We depend on our executive officers and other key personnel.

      Our future success depends in large part upon the continued service of our executive officers, as well as various key management, technical, MX-ITS, and trading operations personnel. We believe that it is often challenging to hire and retain executive management with the skills and abilities necessary or desirable for managing and operating a derivatives exchange. Similarly, our future success depends, in significant part, upon our ability to recruit and retain the highly-skilled and often specialized individuals required to support and develop our information technology systems, including SOLA^®. Given the rapid pace of technological advancement and the particular information technology skills required in the derivatives exchange and financial markets industry, the level of competition in our industry to attract talented people is intense, and from time to time we have experienced losses of key employees.

      The loss of key management or other key personnel, particularly to employers with which we compete, could have a material adverse effect on our business, financial condition and results of operations. We cannot assure you that any of our key personnel will not voluntarily terminate his or her employment with us.

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      Our cost structure is largely fixed, which may adversely affect our profitability if our revenues decline.

      Our cost structure, with the exception of any stock-based compensation, is largely fixed. We base our overall cost structure on historical and expected levels of demand for our products and services. If demand for our products and services declines resulting in a loss of revenue, we may not be able to adjust our cost structure on a timely basis. If we are unable to reduce our costs in proportion to our decline in revenue, our profitability could be materially adversely affected.

Risks Relating to our Electronic Platform

      We are subject to certain risks relating to the operation of an electronic trading platform. Information technology and communications systems failures and capacity constraints could harm our reputation and our business.

      We are extremely dependent on our information technology systems, including data and communications systems. Trading on our markets is conducted exclusively on an electronic basis. If our systems fail to perform, we could experience unanticipated disruptions in operations or slower response times. Our systems and operations also are vulnerable to damage or interruption from human error, natural disasters, power loss, telecommunication failures, break-ins, sabotage, computer viruses, intentional acts of vandalism and similar events. While we have developed and planned various measures, disaster recovery and contingency plans and back-up procedures to manage, mitigate and minimize the risk of an interruption or failure of our information technology systems and to maintain their integrity, there is always the risk that those measures, plans and procedures are not adequate and the risk of a system failure or interruption cannot be eliminated.

      Our failure to operate, monitor, maintain and develop our computer systems and network services, including those systems and services related to our electronic trading platform, in a timely and cost-effective manner or if our current or potential customers do not accept them could have a material adverse effect on our reputation, business, financial condition and results of operations.

      We rely and expect to continue to rely on third parties for various computer and communications systems, such as telephone companies, on-line service providers, data processors, and certain software and hardware vendors. Our systems or those of our third party providers may in the future fail, causing one or more of the following effects:

• suspension of trading;

• unanticipated disruptions in service to customers;

• slower response times;

• delays in trade execution;

• decreased customer satisfaction;

• incomplete or inaccurate accounting, recording or processing of trades;

• financial losses;

• security breaches;

• litigation or other customer claims; and

• regulatory sanctions.

      Our status requires that our trade execution and communications systems be able to handle anticipated present and future peak trading volume. Heavy use of our computer systems during peak trading times or at times of unusual market volatility could cause our systems to operate slowly or even to fail for periods of time. We monitor system loads and performance and regularly implement system upgrades to handle estimated increases in trading volume. However, we cannot assure you that our estimates of future trading volume will be accurate or that our systems will always be able to accommodate actual trading volume without failure or degradation of performance.

      A significant systems compromise, failure or disruption or repeated failures could result in an interruption of trading services or delays in settlement, lost data, the corruption of trading operations, data and records, disruption

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to business operations, and other consequences. Our participants may also have a low tolerance for delays in the introduction of planned system offerings or failure to meet announced conditions. This could undermine confidence in our markets and have a material adverse effect on our reputation, business, financial condition and results of operations, and may lead to customer claims, litigation and regulatory sanctions. System failure or degradation could lead our customers to file formal complaints with industry regulatory organizations, file lawsuits against us or cease doing business with us or could lead our regulators, including the AMF and, in respect of BOX, the SEC, or other regulators to initiate inquiries or proceedings for failure to comply with applicable laws and regulations.

      We cannot assure you that we will not experience system failures, outages or interruptions on our electronic trading platform that will materially adversely affect our business. Any such system failures, outages or interruptions could result from a number of factors, including power or telecommunications failure, acts of god, war or terrorism, human error, natural disasters, fire, sabotage, hardware or software malfunctions or defects, computer viruses, acts of vandalism or similar events. Any failures that cause an interruption in service or decrease our responsiveness, including failures caused by customer error or misuse of our systems, could impair our reputation, damage our brand name and have a material adverse effect on our business, financial condition and results of operations.

      We have only a limited operating experience with our SOLA^® electronic exchange platform.

      Our SOLA^® electronic exchange platform has been in operation since the autumn of 2005 at MX and since October 2006 at BOX. As a result, there is only a limited operating experience from which we can assess the full operating performance and functionality of SOLA^®. Due to its relatively short operating history, SOLA^® carries with it a greater degree of technological risk than similar electronic trading platforms that have been in operation for a longer period of time. Despite the steps taken to reduce the risks associated with using a new technology through the utilization of an experienced and qualified process development and information technology team to anticipate and mitigate the majority of the technological challenges, it is not possible to anticipate all of the technological challenges that SOLA^® may encounter. Should any such technological challenge arise, we cannot assure you that we would be able to overcome them or do so without incurring major costs or major interruptions in our trading operations. Any such events could have a material adverse affect on our business, financial condition and results of operations.

      Our networks and those of our third party service providers may be vulnerable to security risks.

      We expect the secure transmission of confidential information over public networks to continue to be a critical element of our operations. Our networks and those of our third party service providers, our approved participants and our customers may be vulnerable to unauthorized access, computer viruses and other security problems. Persons who circumvent security measures could wrongfully use our information or cause interruptions or malfunctions in our operations, any of which could have a material adverse effect on our business, financial condition and results of operations. We may be required to expend significant resources to protect against the threat of security breaches or to alleviate problems, including reputational harm and litigation, caused by any breaches. Although we intend to continue to implement industry-standard security measures, these measures may prove to be inadequate and result in system failures and delays that could lower trading volume and have a material adverse effect on our business, financial condition and results of operations.

      We may be unable to keep pace with rapid technological changes.

      To remain competitive, we must continue to enhance and improve the responsiveness, functionality, accessibility and features of our proprietary software, network distribution systems and other technologies. The exchange and trading industry is characterized by rapid technological change, changes in use and customer requirements and preferences, frequent product and service introductions embodying new technologies and the emergence of new industry standards and practices that could render obsolete our existing proprietary technology and systems. Our success will depend, in part, on our ability to:

• develop or licence leading technologies useful in our business;

• enhance our existing services;

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• develop new services and technology that address the increasingly sophisticated and varied needs of our existing and prospective clients; and

• respond to technological advances and emerging industry standards and practices on a cost-effective and timely basis.

      We cannot assure you that we will be able to successfully implement new technologies or adapt our proprietary technology and transaction-processing systems to customer requirements or emerging industry standards. We cannot assure you that we will be able to respond in a timely manner to changing market conditions or customer requirements, and a failure to so respond could have a material adverse effect on our business, financial condition and results of operations.

      We may not be able to protect our intellectual property rights.

      We rely on applicable law related to intellectual property rights, trade secrets, and contractual protections to protect our proprietary technology and other proprietary rights, including our rights in and underlying our proprietary software solutions. Notwithstanding that we take precautions to protect our intellectual property rights, it is possible that third parties may copy or otherwise obtain and use our proprietary technology without authorization or otherwise infringe on our rights. We also seek to protect our software and databases as trade secrets and under copyright law. The copyright protection accorded to databases, however, is fairly limited. While the arrangement and selection of data generally are protectable, in many instances the actual data are not, and others may be free to create databases that would perform the same function. In some cases, including a number of our most important products, there may be no effective legal recourse against duplication by competitors. In addition, we may in the future have to rely on litigation to enforce our intellectual property rights, protect our trade secrets, determine the validity and scope of the proprietary rights of others or defend against claims of infringement or invalidity. Any such litigation, whether successful or unsuccessful, could result in substantial costs to us and diversions of our resources, either of which could materially adversely affect our business, financial condition and results of operations.

Risks Relating to Regulation and Litigation

      We operate in a highly regulated industry, and may be subject to legal or regulatory proceedings if we fail to comply with our legal and regulatory obligations.

      We operate in a highly regulated industry and are subject to extensive governmental regulation. We may also become subject to increased regulatory scrutiny in the future, as our industry may become subject to new regulations or changes in the interpretation or enforcement of existing regulations. We cannot predict the extent to which any future regulatory changes may materially adversely affect our business. For more information about the regulatory framework in which we operate, see the section entitled “Regulatory Matters” elsewhere in this prospectus. As a matter of public policy, these regulations are designed to safeguard the integrity of securities and other financial markets and to protect the interests of investors in those markets. They are not necessarily designed to protect the interests of our shareholders.

      The AMF regulates MX and has broad powers to audit, investigate and enforce compliance with its regulations and impose sanctions for non-compliance. Our ability to comply with applicable laws and regulations is largely dependent on our establishing and maintaining of appropriate systems and procedures, as well as our ability to attract and retain qualified personnel.

      The AMF is vested with broad enforcement powers to prohibit us from engaging in some of our business activities or suspend or revoke our approval as a recognized exchange and SRO. In the case of actual or alleged non-compliance with legal or regulatory requirements, MX could be subject to investigations and administrative or judicial proceedings that may result in substantial penalties, including revocation of our approval as a recognized exchange and SRO. Any such investigation or proceeding, whether successful or not, would result in substantial costs and diversions of resources and might also harm our business reputation, any of which may have a material adverse effect on our business, financial condition and results of operations.

      In addition, there may be a conflict between our self-regulatory responsibilities and some of our market participants. Although we have implemented stringent governance measures to avoid such conflicts, any failure by

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us to diligently and fairly regulate our approved participants or to otherwise fulfill our regulatory obligations could significantly harm our reputation, prompt AMF scrutiny and materially adversely affect our business, financial condition and results of operations.

      We could be harmed by an approved participant or employee misconduct or errors that are difficult to detect and deter. Damage to our reputation could have a material adverse effect on our business.

      One of our strengths is our reputation and brand name. Our reputation could be harmed in many different ways, including by a failure in our regulatory governance or by approved participant misconduct. Damage to our reputation could cause a reduction of the trading volume on our markets. Although we perform significant regulatory functions, we run the risk that our approved participants, other persons who use our markets, or our employees will engage in fraud or other misconduct, including hiding unauthorized activities from us, improper or unauthorized activities on behalf of customers or improper use of confidential information, which could result in regulatory sanctions and serious reputational harm. It is not always possible to deter misconduct, and the precautions we take to prevent and detect this activity may not be effective in all cases. Our employees also may commit errors that could subject us to financial claims for negligence, or otherwise, as well as regulatory enforcement actions. If any of these risks materialize, it could have a material adverse effect on our business, financial condition and results of operations.

      We may face restrictions with respect to the way in which we conduct certain of our operations, and may experience certain commercial disadvantages if we do not receive AMF or other required regulatory approval for new business initiatives or receive them in an untimely manner.

      Pursuant to MX’s Recognition Order, we are responsible for regulating our market and our approved participants through the adoption and enforcement of rules governing trading activities and business conduct. Changes to our Rules and Policies are subject to the approval of the AMF and such proposed changes are published for public comment. We may also from time to time seek to engage in new business activities, some of which may require changes to our Rules and Policies. In addition, as we seek to expand our approved participant base and our product offering, including through alliances and ventures such as CAREX, we could become subject to the oversight of additional regulatory bodies. Any delay or denial of a requested regulatory amendment or approval could cause us to lose business opportunities which could have a material adverse effect on our business, financial condition and results of operations.

      Regulatory developments could have a negative impact on our business.

      Derivatives and securities exchanges have been the subject of increasing regulatory and public scrutiny in recent years in response to a number of developments, events and inquiries. In December 2006, the Canadian Securities Administrators (CSA) published a report following an extensive review of how self-regulatory organizations (SRO) function and how the CSA carry out their oversight responsibilities on the activities of these SROs. The CSA document contains many recommendations regarding the corporate governance and transparency of SROs and their oversight by the CSA. As far as the governance and transparency recommendations are concerned, MX believes that it is already compliant with them. However, there is always a possibility that the CSA may in the future implement additional requirements or recommendations that could have a material adverse effect on our business, financial condition and results of operations.

      We cannot predict whether, or in what form, any regulatory changes or modernizations will take place, or their impact on our business. Changes in the rules and regulations affecting exchanges and SROs could require us to change the manner in which we conduct our business or govern ourselves. They could also make it more difficult or more costly for us to conduct our existing businesses or to enter into new businesses. Moreover, given the importance of regulation in our industry, it is possible that any regulatory developments could have a material adverse effect on our business, financial condition and results of operations, as well as the business of participants in our market.

      Regulatory changes preventing clearing facilities from being owned or controlled by exchanges, or run on a for-profit basis, may limit or stop our ability to run our clearing house or to operate it profitably.

      Our strategic business plan is to operate a vertically integrated transaction execution, clearing and settlement business. Many clearing members in North America have discussed proposals regarding centralizing the clearing of

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derivatives in order to maximize the efficient use of their capital, exercise greater control over their value at risk and extract greater operating leverage from clearing activities. Many have also expressed the view that clearing members should control the governance of clearing houses or that clearing houses should be operated as utilities rather than as for-profit enterprises. In addition, it is possible that another clearing operation in Canada could attempt to compete directly with CDCC in respect of the clearing of financial derivatives, and that our clearing members would use these alternative clearing houses for clearing positions established on our markets. In the event that such competition were to develop, or in the event that clearing members were to seek regulatory changes to allow market participants to transfer positions from an exchange-owned clearing house to a clearing house owned and controlled by clearing members, our business, financial condition and results of operations could be materially adversely affected.

      We are required to ensure that our Regulatory Division is allocated sufficient funds and resources, which could limit our ability to reduce our expense structure and to dedicate funds and human resources to other areas.

      The operations and activities of our Regulatory Division are financed through various regulatory fees that are charged to our approved participants. At the end of each financial year, any excess regulatory fees, other than fines, collected during the year must be refunded to approved participants. Refunds of regulatory fees have been made every year from 2002 to 2006 inclusively. However, if for any reason, the Regulatory Division ended a financial year with an operational deficit, the recognition decision from the AMF provides that such deficit must be supported either by the approved participants of MX or by MX itself. This potential obligation of MX to support an operational deficit of its Regulatory Division arises from the fact that the AMF decision requires MX to ensure that the Regulatory Division is allocated sufficient resources to carry on its activities and fulfill its mandate. This obligation to ensure that sufficient resources are dedicated to the Regulatory Division could limit our ability to reduce our expense structure and to dedicate funds and human resources to other areas. This obligation could also negatively affect the cash available to us and our ability to invest in or pursue other opportunities that may also be beneficial to our shareholders. Any such event could have a material adverse effect on our business, financial condition and results of operations.

      Any conflicts of interest between us and our Regulatory Division may have a material adverse effect on our business.

      Our Regulatory Division regulates and monitors our markets and approved participants and enforces applicable laws and the Rules and Policies of MX. The fact that there is an inherent conflict that may exist within an exchange that, on the one hand regulates its own market and, on the other hand, operates the market for a for-profit purpose, has been the subject of numerous discussions over the last few years not only in Canada but also in many other countries. Some securities regulators have also expressed concerns about the conflicts of interest that may exist when a for-profit entity owns an SRO or has an internal operating unit responsible for enforcing regulations. The for-profit entity’s goal of maximizing stockholder value might conflict with the self-regulatory responsibilities imposed by applicable securities laws. Regulators, and more particularly the AMF, have significantly reduced that concern by requiring an SRO like MX to ensure that sufficient funds and resources are allocated to regulatory operations and also specifying that funds collected by the regulatory arm of the exchange be used exclusively for regulatory activities and not for commercial activities. Regulators have also required that the SRO operations be structurally separated from business activities and be under the oversight of a governing body that ensures its independence.

      Although we believe that our current structural protections are adequate to manage potential conflicts of interest and that we will be permitted to maintain our regulatory responsibilities, there is always a risk that we could be required to modify or restructure our regulatory functions in order to better address conflicts of interest or other concerns. Any such modification or restructuring of our regulatory functions could entail material costs and other burdens for which we have not currently planned and could have a material adverse effect on our business, financial condition and results of operations. For a discussion of MX’s structural protections, see “Regulatory Matters” elsewhere in this prospectus.

      In the event that we fail to manage potential conflicts of interest adequately, this could impair the effectiveness of our Regulatory Division or otherwise cause reputational damage to MX. This could also have a material adverse effect on our business, financial condition, results of operations and prospects.

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      Listed derivatives markets are regulated in most countries, and it may be impractical for us to secure or maintain the regulatory approvals necessary for our market to be accessible from one or more countries.

      We are subject to numerous regulatory requirements governing our activities. We carry on these activities in accordance with the regulations of securities commissions in Canada, the U.S., the U.K. and France, and given our development plans, we could eventually be subject to the regulations of other countries. Regulatory trends are not always predictable. Unexpected and new regulatory requirements could impact MX’s organization, market position, financial condition and results of operations.

      We also plan to continue our efforts to expand our operations internationally. See “ — Expansion of our operations internationally involves special challenges that we may not be able to meet, which could adversely affect our business, financial condition and results of operations” above.

      We are subject to significant risks of litigation and liability.

      Certain aspects of our business involve substantial risks of liability. For instance, dissatisfied customers may make claims regarding quality of trade execution, improperly settled trades, mismanagement or even fraud against their service providers. We may become subject to these claims as the result of failures or malfunctions of systems and services provided by us. Although we benefit from certain limitations on liabilities pursuant to contract and our exchange rules, these limitations may prove insufficient. We could incur significant legal expenses defending claims, even those without merit. An adverse resolution of any lawsuits or claims against us could have a material adverse effect on our reputation, business, financial condition and results of operations.

      We are currently subject to various litigation and arbitration matters. We cannot assure you that we will be successful in defending any of these matters, and resulting adverse judgments could have a material adverse effect on us. For more information see the section entitled “Legal Proceedings” elsewhere in this prospectus.

      Any infringement by us on intellectual property rights of others could result in litigation and could materially adversely affect our operations.

      Our competitors as well as other companies and individuals may obtain, and may be expected to obtain in the future, intellectual property rights that concern products or services related to the types of products and services we offer or plan to offer. We cannot assure you that we are or will be aware of all patents and copyrights containing claims that may pose a risk of infringement by our products, services or technologies. Claims of infringement are not uncommon in our industry. In general, if one or more of our products, services or technologies were to infringe patents or copyrights held by others, we may be required to stop developing or marketing the products, services or technologies, to obtain licences to develop and market the services from the holders of the patents or copyrights or to redesign the products, services or technologies in such a way as to avoid infringing on the patent or copyright claims. Our business, financial condition and results of operations could be materially adversely affected if we are unable to obtain these licences and are required to redesign or stop developing or marketing our products, services or technologies to avoid infringement.

Risks Relating to Our Capital Structure and the Initial Listing

      Holders of our common shares who are also approved participants may have interests that differ from or conflict with those of holders of our common shares who are not also approved participants.

      As at February 1, 2007 (without giving effect to the NYMEX Investment), our approved participants or affiliates of our approved participants, collectively, owned in excess of 49% of our outstanding common shares. As a result, such shareholders could, if voting in the same manner on any matter, be in a position to exert significant influence on the outcome of any such vote submitted to our shareholders for approval, including in respect of the election of directors. In addition, as at the date of this prospectus, 3 of the 12 members of our Board of Directors are related to approved participants. We are dependent to a large degree upon the revenues from the trading and clearing activities of our approved participants. This dependence also gives our approved participants substantial influence over how we operate our business.

      Many of our approved participants derive a substantial portion of their income from their trading or clearing activities on or through our markets. The amount of income that approved participants derive from their trading or clearing activities is in part dependent on the fees they are charged to trade, clear and access our markets and the

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rules and structure of our markets. Our approved participants may benefit from trading rules and fee discounts that enhance their trading opportunities and profits.

      In view of the foregoing, holders of common shares who are not also approved participants may not have the same economic interests as holders of common shares who are also approved participants. In addition, various approved participants may have different interests among themselves depending on a variety of factors, including their method of trading and the products they trade. Consequently, our approved participants may advocate that we enhance and protect their clearing and trading opportunities and the value of their trading privileges over their economic interest in MX represented by the common shares that they own.

      We cannot predict our future capital needs or our ability to secure financing on acceptable terms.

      We depend on the availability of adequate capital to maintain and develop our business. We believe that our current capital requirements will be met from internally generated funds and cash on hand. However, based upon a variety of factors, some of which are not within our control, our ability to fund our capital requirements may in the future vary from our current plans. As a result, we may need to raise additional funds to:

• increase the regulatory net capital necessary for our operations;

• support more rapid growth in our business;

• develop new or enhanced services and products;

• upgrade existing technologies or develop new technologies;

• respond to competitive pressures;

• enter into strategic alliances, acquisitions or joint ventures; or

• respond to unanticipated requirements.

      If we raise funds through incurring additional debt, we may become subject to covenants which are more restrictive than those contained in our current debt instruments. If sufficient funds are not available or are not available on terms acceptable to us, our ability to fund our expansion, take advantage of acquisition opportunities, develop or enhance our services or products, or otherwise respond to competitive pressures would be significantly limited. These limitations could have a material adverse effect on our business, financial condition and results of operations.

      Restrictions on ownership of our common shares may restrict trading and transactions in our common shares.

      Pursuant to MX’s Recognition Order and our articles of incorporation, no person or combination of persons acting jointly or in concert is permitted to beneficially own or exercise control or direction over more than 10% of any class or series of our voting shares, without first obtaining the approval of our shareholders and the prior approval of the AMF. The AMF may grant its approval subject to any conditions that it considers appropriate. The AMF may also change the thresholds applicable to these restrictions in the future. A shareholder who contravenes these provisions is subject to a variety of consequences, including suspension of voting rights, forfeiture of dividends, prohibitions against share transfer, compulsory sale or redemption of shares and suspension of other shareholder rights.

      These restrictions may discourage trading in and may limit the market for our common shares, may discourage potential acquisition and strategic alliance proposals and may discourage transactions pursuant to which our shareholders could receive a premium for their shares.

      Our common shares have never been publicly traded before and the listing may not result in an active or liquid market for our common shares, and our share price may be volatile.

      There has never been a public market for our common shares, which creates uncertainty about future market prices for our common shares. We intend to apply to have our common shares listed on TSX. Any such listing is subject to our fulfilling all of the initial listing requirements and conditions of TSX. We do not know whether third parties will find our common shares to be an attractive investment or whether firms will be interested in making a market for our common shares. There can be no assurance that a significant public market will develop for our

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common shares or be sustained after our stock exchange listing or that our common shares will trade in the public market subsequent to an initial listing at or above the opening price.

      Future sales by shareholders of substantial amounts of our common shares in the market following our stock exchange listing could adversely affect market prices.

      Sales of substantial amounts of our common shares in the market following our stock exchange listing, or the perception that large sales could occur, could adversely affect market prices prevailing from time to time and could impair our ability to raise capital through the sale of our equity securities. If our shareholders sell a large number of shares in a public market, the market price for our common shares could decline significantly.

      Our ability to pay dividends is subject to restrictions under applicable law and regulation.

      MX’s Recognition Order contains specified financial viability tests (financial ratios) that we are required to respect. These ratios include a working capital ratio, a net earnings-to-total debt ratio and a leverage ratio. If we fail to comply with these ratios for a period of more than three months, we are required to notify the AMF of the reasons for the continued ratio deficiencies and the steps being taken to remedy the non-compliance. In these circumstances, we will not, without the prior approval of the AMF, be permitted to pay dividends, and make certain other payments, until the deficiencies have been eliminated for at least six months (or such shorter period as agreed to by the AMF).

109 EX-3.4 7 m38961exv3w4.htm MATERIAL CHANGE REPORT

Exhibit 3.4

FORM 51-102F3

MATERIAL CHANGE REPORT UNDER

NATIONAL INSTRUMENT 51-102

Item 1:   Name and Address of Company

Montréal Exchange Inc. (“MX”)

Tour de la Bourse, 4^th Floor

800 Victoria Square

Montreal, QC H4Z 1A9

Item 2:   Date of Material Change

December 10, 2007

Item 3:   Press Release

On December 10, 2007, MX and TSX Group Inc. (“TSX Group”) issued a joint press release with respect to the material change referred to herein that was disseminated through various approved public media and filed on SEDAR on December 10, 2007. A copy of the press release is attached hereto as Exhibit A.

Item 4:   Summary of Material Change

On December 10, 2007, MX and TSX Group jointly announced that TSX Group and MX have entered into an agreement (the “Combination Agreement,” a copy of which is attached as Exhibit B to this report) providing for the amalgamation of an indirect wholly-owned subsidiary of TSX (“TSX Subco”) and MX (the “Amalgamation”) pursuant to Part IA of the Companies Act (Québec) and as a result of which MX would become a wholly-owned subsidiary of TSX Group and certain business continuity covenants in respect of MX would be provided. Under the terms of the Combination Agreement, holders of MX common shares (“MX Shareholders”) would receive, at the election of each holder: (i) 0.7784 of a common share of TSX Group or (ii) $39.00 in cash, for each common share of MX, subject in each case to proration. At the time of its next annual shareholders’ meeting following the Amalgamation, TSX Group will propose changing its name to TMX Group Inc. (“TMX Group”).

The Amalgamation requires the approval of two-thirds of the votes cast by the MX Shareholders present in person or represented by proxy at a meeting called to consider the proposed Amalgamation. This meeting is currently anticipated to be held on or about February 13, 2008. The Amalgamation is also subject to regulatory approvals, including approvals of the Autorité des marchés financiers (“AMF”), the Competition Bureau, the Toronto Stock Exchange, and the United States Securities and Exchange Commission and to certain other conditions customary for an agreement of this nature.

Item 5:   Full Description of Material Change

On December 10, 2007, MX and TSX Group jointly announced that they had entered into the Combination Agreement and an amalgamation agreement (the “Amalgamation Agreement”), pursuant to which it is proposed that MX would amalgamate with TSX Subco, thereby becoming an indirect wholly-owned subsidiary of TSX Group. Through the Amalgamation, TSX Group would indirectly acquire all the outstanding MX common shares (the “MX Shares”) for total consideration of approximately 15.3 million TSX Group common shares and approximately $428.2 million in cash.

The Combination Agreement was approved by both MX’s Board of Directors and TSX Group’s Board of Directors. MX has agreed to recommend that the MX Shareholders vote in favor of the Amalgamation.

National Bank Financial Inc. and Citigroup Global Markets Inc., financial advisors to MX, have each delivered an opinion to the MX Board of Directors, dated December 10, 2007, to the effect that, as at that date, and based upon the assumptions, limitations and considerations set forth in their respective opinions, the consideration to be received under the Amalgamation is fair from a financial point of view to all MX Shareholders.

Contemporaneously with the execution and delivery of the Combination Agreement, certain directors and officers representing approximately 7% of the MX Shares, in the aggregate, have entered into support and voting agreements with TSX Group.

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The management information circular containing the terms of the Amalgamation is currently expected to be mailed to holders of MX Shareholders on or before January 14, 2008. The special meeting of MX Shareholders to consider and vote on the Amalgamation is currently expected to be held on or about February 13, 2008. Once mailed, the management information circular documents will also be available on the SEDAR website at www.sedar.com. Subject to MX Shareholder approval and regulatory approvals, the Amalgamation is currently anticipated to close in the first quarter of 2008.

The following description of the Combination Agreement is a summary only. Reference is made to the Combination Agreement, a copy of which is attached hereto as Exhibit B. Unless otherwise defined herein, capitalized terms used below have the meaning ascribed thereto, respectively, in the Combination Agreement.

Terms of the Amalgamation

Pursuant to the terms and conditions set forth in the Combination Agreement and the Amalgamation Agreement, TSX Subco and MX will be amalgamated and will continue as one company, which will retain the name “Bourse de Montréal Inc. / Montréal Exchange Inc.”, under Part IA of the Companies Act (Québec).

In consideration for the Amalgamation, each MX Shareholder will receive, at such holder’s election, either (i) 0.7784 of a common share of TSX Group (the “Share Alternative”) or (ii) $39.00 in cash (the “Cash Alternative”), for each MX Share, in each case subject to pro-ration to the extent that either (a) the aggregate elections in respect of the Cash Alternative would result in cash consideration in excess of $428.2 million being otherwise payable pursuant to the Amalgamation, or (b) the aggregate elections in respect of the Share Alternative would result in more than 15,346,000 TSX common shares being otherwise issuable pursuant to the Amalgamation. In addition, MX Shareholders will receive cash in lieu of any fractional TSX common shares that would otherwise be issuable in connection with the Amalgamation. After the effect of full proration, each MX shareholder will be entitled to receive 0.5 of a TSX Group common share and $13.95 in cash.

Certain Business Continuity Terms in Respect of MX

In the Combination Agreement, TSX and MX have agreed to certain undertakings that TSX will provide to the AMF, as well as certain matters that will form part of the regulatory recognition order relating to MX following the Amalgamation. In this respect, TSX and MX have agreed that MX’s head office and its derivatives trading and related product operations will remain in Montréal, as will the head office of MX’s subsidiary the Canadian Derivatives Clearing Corporation (“CDCC”). In addition, MX will continue to manage from Montréal the Montréal Climate Exchange, as it develops a market for the trading of carbon and other emissions credits in Canada. Furthermore, the Board of Directors of TMX Group will initially be composed of 18 members, five of whom will be MX designated directors, including Mr. Luc Bertrand, MX’s President and Chief Executive Officer. For three annual meetings following the consummation of the Amalgamation, the five MX designated directors will be nominated for election to the TMX Group Board of Directors, and for three years following the consummation of the Amalgamation, at least one MX designated director will sit on each committee of the Board of Directors of TMX Group. Finally, the undertakings require that 25% of the directors of TMX Group be residents of Québec.

The AMF will continue as the lead regulator for MX’s operations, and TMX Group will remain subject to a 10% ownership restriction, amendments to which will require the approval of each of the AMF and the Ontario Securities Commission.

MX Non-Solicitation; Termination Fee

The Combination Agreement contains certain non-solicitation provisions pursuant to which MX has agreed that it will not, except as expressly provided, directly or indirectly, through any officer, director, employee, representative (including financial or other advisor) or agent of MX or any of its Subsidiaries (collectively, “Representatives”), (i) solicit, assist, initiate, encourage or otherwise facilitate any inquiries, submissions, proposals or offers regarding any Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; (iii) make a Change in Recommendation; (iv) accept, approve, endorse or recommend any Acquisition Proposal or propose to publicly do so; or (v) accept, approve, endorse or enter into any Contract in respect of any Acquisition Proposal.

Under the terms of the Combination Agreement, the Board of Directors of MX is, prior to the approval of the Amalgamation by MX Shareholders, permitted to consider, participate in discussions or negotiations regarding, or enter into a confidentiality agreement and provide information regarding, a bona fide Acquisition Proposal which meets certain conditions and which the Board of Directors of MX determines in good faith (after consultation with financial advisors

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and after receiving advice of outside legal counsel with respect to the Board of Directors’ fiduciary duties), taking into account all legal, financial, regulatory and other aspects of such proposal and giving due consideration to the commitments of TSX Group set out in the Combination Agreement, would be reasonably likely to result in an Acquisition Proposal that (a) is reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of such proposal and the party making such proposal; and (b) would, if consummated in accordance with its terms and taking into account the completion risks as referred to in clause (a), result in a transaction that is more favourable from a financial point of view to MX Shareholders than the transaction contemplated by the Combination Agreement (a “Superior Proposal”), and may withdraw its recommendation in favour of the Amalgamation in certain circumstances.

In addition, until the consummation of the Amalgamation, the Board of Directors of MX may, pursuant to the terms of the Combination Agreement, take any action to fulfill its disclosure or legal obligations to MX Shareholders, if in the good faith judgement of the Board of Directors of MX, after consultation with outside legal counsel, failure to take such action or make such disclosure would reasonably be expected to be inconsistent with the Board of Directors’ exercise of its fiduciary duties or such action or disclosure is otherwise required under applicable law.

TSX has the right to match any Superior Proposal.

The Combination Agreement also provides for the payment of a termination fee to TSX by MX of $45.7 million if the Amalgamation is not completed upon the occurrence of certain events, including if the MX terminates the Combination Agreement to accept a Superior Proposal.

Covenants; Representations and Warranties

MX has agreed that prior to the Effective Date (as defined in the Combination Agreement), MX shall, and shall cause each of its subsidiaries (and, in its capacity as equity-holder, cause each of its venture participations, including Boston Options Exchange Group LLC) to, conduct its business only in the usual and ordinary course of business consistent with past practice and not to undertake certain types of restricted activities or transactions unless TSX otherwise agrees or unless otherwise expressly contemplated or permitted by the Combination Agreement. MX has also provided customary covenants regarding the calling and holding of the special meeting of MX Shareholders at which the Amalgamation will be considered and voted upon, and in respect of soliciting support for the Amalgamation from MX Shareholders.

MX has made certain customary representations and warranties to TSX relating to, among other things, corporate existence, corporate authorization, capitalization, no conflicts, governmental authorization, absence of certain changes, and certain aspects of MX’s assets, intellectual property and business.

TSX has agreed that prior to the Effective Date, TSX shall, and shall cause each of its subsidiaries to, conduct its business only in the usual and ordinary course of business consistent with past practice and not to undertake certain types of restricted activities or transactions unless MX otherwise agrees or unless otherwise expressly contemplated or permitted by the Combination Agreement. TSX has also made certain customary representations and warranties to the MX with respect to, among other things, corporate existence, corporate authorization, capitalization, no conflicts, governmental authorization, absence of certain changes, certain aspects of TSX’s assets and business, and adequacy of financing arrangements.

Support and Voting Agreements

Certain directors and officers of MX, holding approximately 7.0% of the MX Shares, in the aggregate, have entered into support and voting agreements with TSX pursuant to which each has irrevocably agreed, subject to the terms and conditions of the agreement, to support and vote in favour of the Amalgamation.

In addition, on December 12, 2007, NYMEX Holdings Inc. (“NYMEX”), the largest shareholder of MX, holding approximately 10% of the MX Shares, entered into a voting and support agreement with TSX pursuant to which NYMEX has agreed to support and vote in favour of the Amalgamation, provided, however, that NYMEX’s agreement can be revoked if the Board of Directors of MX exercises the right to terminate the Combination Agreement in order to accept a Superior Proposal.

Item 6:   Reliance on Confidentiality Section of the Act

Not applicable.

3

Item 7:   Omitted Information

Not applicable.

Item 8:   Executive Officer

Joëlle Saint-Arnault

Vice-President, Legal Affairs and Secretary

Telephone: 514 871-3528,

E-mail: jstarnault@m-x.ca

Item 9:   Date of Report

December 14, 2007.

4

EXHIBIT A

JOINT PRESS RELEASE

TSX GROUP AND MONTRÉAL EXCHANGE JOIN FORCES
TO CREATE TMX GROUP

§	Combination creates an integrated, multi-asset class exchange group
§	Combination strengthens Montréal’s position as the Canadian centre for derivatives expertise
§	MX shareholders to receive 0.5 of a common share of TSX Group and $13.95 in cash, after the effect of full proration
§	Represents $39.00 in value per MX common share based on the November 28, 2007 unaffected price of TSX Group common shares
§	Represents $42.56 in value per MX common share based on the December 7, 2007 closing price of TSX Group common shares
§	MX Board of Directors recommends that MX shareholders vote in favour of the combination

December 10, 2007 (MONTRÉAL and TORONTO) – Montréal Exchange Inc. (MX) and TSX Group Inc. (TSX Group) today announced that they have agreed to combine their organizations to create TMX Group Inc. (TMX Group), a leading integrated exchange group.

“This combination grows out of a common vision for the future of the Canadian capital markets. Customers in Canada and internationally will benefit from increased liquidity levels, accelerated product development, a fully diversified product suite, and superior technology,” said Richard Nesbitt, Chief Executive Officer of TSX Group. Luc Bertrand, President and Chief Executive Officer of the Montréal Exchange continued, “The new group will redefine the Canadian capital markets and strengthen its global positioning. TMX Group will list, trade, clear and offer market data for both cash and derivatives markets across multiple asset classes.”

“We are creating a new exchange group that builds on the respective strengths and successes of both organizations,” said Mr. Bertrand. “I am enthusiastic about the future of the derivatives markets that Montréal Exchange has been building for many years. Through this agreement, Montréal will remain the centre of Canada’s derivatives markets.”

“The combination is an important milestone in the development of the Canadian capital markets, delivering benefits to all market participants and the shareholders of both organizations,” said Mr. Nesbitt. “We believe that an integrated national exchange is the optimal solution to meet the evolving requirements of our broader customer base.”

The head office of TMX Group will be located in Toronto. The Board of Directors, with 18 members initially, will be chaired by Wayne Fox, the current chair of TSX Group. It will include five MX designated board members, including Mr. Bertrand. The agreement requires that 25% of the directors of TMX Group be residents of Québec.

The head office of MX and the derivatives trading and related product operations will remain in Montréal. The Canadian Derivatives Clearing Corporation (CDCC) will expand its clearing mandate and continue to have its head office in Montréal. MX will also continue to manage the Montréal Climate Exchange as it develops into a leading market for exchange traded environmental products in Canada. The Autorité des marchés financiers (AMF) will continue as the lead regulator for MX’s operations. TMX Group will remain subject to a 10% ownership restriction, amendments to which will require the approval of each of the Autorité des marchés financiers and the Ontario Securities Commission.

Under the terms of the agreement, Mr. Nesbitt will be the Chief Executive Officer and Mr. Bertrand will be the Deputy Chief Executive Officer of TMX Group. Mr. Bertrand will continue

in his role as President and Chief Executive Officer of MX. He will also assume responsibility for information technology of the TMX Group.

Compelling Strategic Rationale for the Combination

The combination of TSX Group and MX will create a leading exchange group encompassing multiple asset classes and comprising a broad range of cash and derivatives operations. By bringing together their respective knowledgeable and experienced teams, TMX Group will have the resources and scale to develop and successfully market new capital markets products, high value data services and to offer an integrated clearing solution to an enlarged and international customer base. Furthermore, TMX Group expects strong prospects for growth outside of Canada, particularly in the U.S. via MX’s interest in Boston Options Exchange (BOX), to which TMX Group is strongly committed. This will place TMX Group in the best position to compete in today’s rapidly evolving and increasingly competitive global financial marketplace.

As an integrated exchange, MX offers trading and clearing of standardized financial derivatives products on its proprietary technology platform both in Canada and abroad, including through its significant ownership interest in BOX. MX’s trading volume in its core markets grew at a compound annual growth rate (CAGR) of 29% from 2002 to 2006. MX’s product portfolio is fully complementary to that of TSX Group, and with the combination, TSX Group is investing in a high growth business while further diversifying its revenue base.

TSX Group owns and operates Canada’s pre-eminent equity markets that list more mining and oil & gas issuers globally than any other exchange group. Trading volume of the 3,942 issuers listed on its equity exchanges grew at a CAGR of 21% from 2002 to 2006. TSX Group also owns Natural Gas Exchange, a leading North American exchange for the trading and clearing of natural gas and electricity contracts, and Shorcan Brokers Limited, Canada’s first fixed income inter-dealer broker.

The combination is expected to create significant value for TSX Group and MX shareholders through TMX Group’s enhanced growth profile and opportunity to realize meaningful synergies. Cost synergies of $25 million per annum are targeted. These synergies are expected to be achieved through optimizing technology platforms, rationalizing premises and data centres and reducing corporate costs. Depending on the closing date, synergies will be partially phased in during 2008, with most of the synergies expected to be realized in 2009. In addition, revenue synergies will be targeted through the development of new trading, clearing and market data products and by leveraging the broader platform across multiple asset classes.

“The transaction will result in a fully integrated marketplace creating a strong platform from which to continue our international expansion strategy,” said Wayne Fox, Chair of TSX Group. “We look forward to building on Montréal Exchange’s success and to contributing to the continued growth of Montréal’s financial sector.”

“The MX Board of Directors has approved entering into this transaction and recommends that MX shareholders vote in favour of the combination,” said Jean Turmel, Chairman of the Montréal Exchange. The agreement we have reached delivers significant shareholder value and will enhance Montréal’s position in the national and global derivatives business.”

Terms of the Agreement

MX and TSX Group have entered into a combination agreement (Agreement) pursuant to which TSX Group will indirectly acquire all of MX’s outstanding common shares for total consideration of 15.3 million TSX Group common shares and $428 million in cash.

Under the terms of the Agreement, MX shareholders will receive, at the election of each holder:

§	0.7784 of a common share of TSX Group (the equivalent of $39.00 as at the market close on November 28, 2007, being the last business day prior to the confirmation of combination discussions by both companies), or
§	$39.00 in cash,

for each common share of MX, subject in each case, to proration.

After the effect of full proration, each MX shareholder will be entitled to receive 0.5 of a common share of TSX Group and $13.95 in cash.

Those directors and officers of MX who hold approximately 7.0% of MX common shares outstanding, have irrevocably agreed to vote their shares in favour of the amalgamation.

Financial Parameters of the Arrangement

TSX Group plans to satisfy the cash portion of the purchase price and other transaction-related capital management initiatives through:

§	available cash on hand, and
§	a three-year $430 million term facility and a three-year $50 million revolving credit facility underwritten by BMO Capital Markets and Caisse Centrale Desjardins.

With this financing plan, TMX Group will move to a more efficient capital structure. Additionally, TMX Group may continue to make purchases under its existing normal course issuer bid (NCIB) and may, at its expiry, renew its NCIB to permit the repurchase of up to 10% of its pro forma common shares, subject to market circumstances and applicable regulatory requirements. TMX Group intends to continue TSX Group’s existing dividend policy.

In connection with TSX Group’s existing NCIB announced on August 1, 2007, TSX Group will be terminating its pre-defined plan with its appointed broker that permits TSX Group to repurchase its common shares at times when TSX Group would ordinarily not be active in the market.

The combination is expected to be accretive to earnings per share before transaction amortization in 2009, provided the company repurchases the maximum number of common shares available under the NCIB.

Transaction Process

The combination will be effected by way of an amalgamation of MX with an indirect wholly-owned subsidiary of TSX Group under Part1A of the Companies Act (Québec), requiring the approval of two-thirds of the votes cast by the shareholders of MX. A special meeting will be held to consider the amalgamation on or about February 13, 2008. The combination will also be subject to any required minority approvals under securities laws and to regulatory approvals, including approvals of the AMF, the Competition Bureau, Toronto Stock Exchange, the United States Securities and Exchange Commission and to certain other customary conditions for an agreement of this nature.

The amalgamation is expected to close in the first quarter of 2008. At the time of its next annual shareholders’ meeting, TSX Group Inc. will propose changing its name to TMX Group Inc.

Other Transaction Terms

MX has agreed to pay TSX a termination fee of $46 million in certain circumstances if the amalgamation is not completed. The Agreement includes customary non-solicitation and right to match provisions. Full details of the amalgamation will be included in an information circular which will be mailed to MX shareholders on or about January 14, 2008.

Financial and Legal Advisors

BMO Capital Markets and Desjardins Securities acted as financial advisors to TSX Group. In addition, TSX Group’s Board of Directors received fairness opinions from the company’s financial advisors that the consideration to be provided under the amalgamation is fair from a financial point of view to TSX Group. UBS Securities acted as strategic advisor to TSX Group with respect to the international aspects of the transaction.

Citigroup Global Markets and National Bank Financial acted as financial advisors to MX. In addition, MX’s Board of Directors received fairness opinions from the company’s financial advisors that the consideration to be received under the amalgamation is fair from a financial point of view to MX shareholders.

Davies Ward Phillips & Vineberg acted as legal counsel to TSX Group and Ogilvy Renault acted as legal counsel to MX. Cleary Gottlieb Steen & Hamilton acted as U.S. counsel to TSX Group.

Non-GAAP Financial Measures

Earnings per share (EPS) before transaction amortization does not have a standardized meaning as prescribed by Canadian GAAP and is therefore unlikely to be comparable to similar measures presented by other issuers. We may present this measure in order to quantify the impact of combining TSX Group with MX on financial performance and cash flows. Management will use this measure to assess the effectiveness of combining organizations to serve customers and grow our business.

Forward-Looking Statements, Risks and Uncertainties

This press release contains forward-looking statements, which are not historical facts but are based on certain assumptions and reflect our current expectations. These statements relate to, among other things, anticipated financial performance, business prospects, strategies, regulatory developments, new services, market forces, commitments, synergies, and technological developments. Forward-looking statements are typically identified by words such as “believe”, “plan”, “outlook”, “anticipate”, “continue”, “estimate”, “may”, “will”, “should”, “could”, and similar expressions. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. Neither TSX Group nor MX undertakes to update or revise any forward-looking statement that may be made from time to time by either of them or on either of their behalf. Some of the risk factors that could cause actual results to differ materially from current expectations are: competition from other exchanges or marketplaces, including alternative trading systems, new technologies and other sources, on a national or international basis; dependence on the economy of Canada; failure to retain and attract qualified personnel; geopolitical factors which could cause business interruption; dependence on information technology; failure to implement our respective strategies; changes in regulation; risks of litigation; failure to develop or gain acceptance of new products; adverse effect of new business activities; dependence of our trading operations on a small number of clients; the risks associated with NGX’s and CDCC’s clearing operations; the risks associated with the credit of our customers; our cost structures being largely fixed; and dependence on market activity that is outside of our control. A description of the above mentioned items and certain additional risk factors are discussed in our materials, including TSX Group’s 2006 Annual MD&A and Annual Information Form, MX’s 2007 Non-offering Prospectus and other continuous disclosure documents filed with the securities regulatory authorities in Canada from time to time. The risk factors outlined in the previously mentioned documents are specifically incorporated herein by reference. Our business, financial condition or operating results could be materially adversely affected if any of these risks or uncertainties were to materialize. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities of TSX Group. Such an offer may only be made pursuant to a management information circular filed with or furnished to the securities regulatory authorities in Canada and the United States in connection with the proposed amalgamation. MX plans to file a management information circular with Canadian provincial securities regulators and TSX Group intends to file a registration statement with the United States Securities and Exchange Commission (“SEC”) which will include the management information circular or to furnish the management information circular to the SEC pursuant to an exemption from registration. Investors and security holders are urged to read the management information circular regarding the proposed business combination when this document becomes available because it will contain important information in respect of the proposed transaction. Investors may obtain a free copy of the management information circular when it becomes available on SEDAR at www.sedar.com and a free copy of the registration statement and/or the management information circular when it becomes available on the SEC’s website at www.sec.gov. The management information circular may also be obtained for free, once it has been mailed to MX shareholders, on MX’s website www.m-x.ca or by directing a request to MX.

About TSX Group Inc.

TSX Group operates Canada’s two national stock exchanges, Toronto Stock Exchange serving the senior equity market and TSX Venture Exchange serving the public venture equity market, NGX, a leading North American exchange for the trading and clearing of natural gas and electricity contracts and Shorcan, the country’s first fixed income inter-dealer broker. TSX Group also owns Equicom, a leading provider of investor relations and related corporate communication services in Canada. TSX Group is headquartered in Toronto and maintains offices in Montréal, Winnipeg, Calgary and Vancouver.

About Montréal Exchange Inc.

MX is the Canadian derivatives exchange. MX offers trading in Canadian interest rate, index and equity derivatives. Clearing, settlement and risk management services are provided by an AA rated clearing house, the Canadian Derivatives Clearing Corporation, fully owned by the MX. MX’s integrated trading and clearing services are supported by a proprietary suite of exchange technologies, known as SOLA^®. MX also has interests in: the Boston Options Exchange (BOX), a U.S. automated equity options market, for which MX is the technical operator; the Canadian Resources Exchange (CAREX), a new corporation created with NYMEX that is dedicated to developing the Canadian energy market; and the Montréal Climate Exchange (MCeX), a joint venture with the Chicago Climate Exchange^®, aiming to establish the leading market for publicly traded environmental products in Canada.

Teleconference / Audio Webcast

MX and TSX Group will host a teleconference / audio webcast to discuss the transaction

Investor Conference Call

	December 10 at 8:30 a.m.: Financial analysts’ teleconference.
In English:	514 861-4190
	1-800-952-4972 (toll-free in North America)
In French:	514 861-1531
(simultaneous translation)	1-877-461-2815 (toll-free in North America)
	Replay:
	A replay will be available until Monday, December 17, 2007. To access the replay, please dial 514 861-2272 or 1-800-408-3053. For English, enter passcode 3245469#.
	For French, enter passcode 3245470#.

Media Conference Call

	December 10 at 10:00 a.m.: Media teleconference.
In English:	514 861-1681
	1-866-225-0198 (toll-free in North America)
In French:	514 861-4190
(simultaneous translation)	1-877-667-7766 (toll-free in North America)
	Replay:
	A replay will be available until Monday, December 17, 2007. To access the replay, please dial 514 861-2272 or 1-800-408-3053. For English, enter passcode 3245472#.
	For French, enter passcode 3245474#.

These teleconferences will be Webcast live and archived for 90 days on the MX website: www.m-x.ca as well as the TSX website: www.tsx.com.

The WEB links are:

8:30 a.m.

English:

http://events.startcast.com/events/launch.asp?EventID=7637FD19-6074-4BE8-9E39-836A0350C82E
or
http://events.startcast.com/events/206/B0015

French:

http://events.startcast.com/events/launch.asp?EventID=A808A49A-01DD-4610-92D6-AC9CDE538A80
or
http://events.startcast.com/events/206/B0016

10:00 a.m.

English:

http://events.startcast.com/events/launch.asp?EventID=D8117E03-9D8C-4E6B-AE16-54A7561D80E6
or
http://events.startcast.com/events/206/B0017

French:

http://events.startcast.com/events/launch.asp?EventID=63A14546-75ED-42AF-A5B1-B20C2BBBFC1A

or
http://events.startcast.com/events/206/B0018

For further information please contact:

Steve Kee	Paul Malcolmson
Director, Corporate Communications	Director, Investor and Public Relations
TSX Group	TSX Group
(416) 947-4682	(416) 947-4317
steve.kee@tsx.com	paul.malcolmson@tsx.com
Jean Charles Robillard
Director, Investor Relations and Communications
Montréal Exchange
(514) 871-3551
jcrobillard@m-x.ca

EXHIBIT B

COMBINATION AGREEMENT

Execution Copy

TSX GROUP INC.

- and -

BOURSE DE MONTRÉAL INC.

COMBINATION AGREEMENT

December 10, 2007

TABLE OF CONTENTS

	Page
ARTICLE 1 INTERPRETATION		1
1.1 Definitions		1
1.2 Interpretation Not Affected by Headings, etc.		12
1.3 Currency		13
1.4 Number, etc.		13
1.5 Date For Any Action		13
1.6 Entire Agreement		13
1.7 Statutory References, References to Persons and References to Contracts		13
1.8 Knowledge		13
ARTICLE 2 AMALGAMATION		14
2.1 Terms of Amalgamation		14
2.2 MX Meeting		16
2.3 MX Approval of the Amalgamation		17
2.4 MX Circular		18
2.5 Securities and Corporate Compliance		18
2.6 Preparation of Filings		18
2.7 MX Options, MX Stock Option Plan and MX Employee Purchase Plan		20
2.8 Securities Laws; Filings and Orders		21
2.9 Payment of Consideration		21
ARTICLE 3 REPRESENTATIONS AND WARRANTIES		22
3.1 Representations and Warranties of MX		22
3.2 Representations and Warranties of TSX		22
3.3 Survival		22
ARTICLE 4 REGULATORY APPROVALS		22
4.1 Applications		22
4.2 Obtaining of Regulatory Approvals		24
ARTICLE 5 COVENANTS		24
5.1 Recommendation of Amalgamation		24
5.2 Covenants of MX		24
5.3 Operation of Business by MX		26
5.4 Covenants of TSX		29
5.5 Operation of Business by TSX		30
5.6 Covenants of MX Regarding Non-Solicitation		31
5.7 Notice by MX of Superior Proposal Determination		33

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	Page
5.8 Access to Information		34
5.9 Continuity and Other Covenants		35
5.10 Director and Officer Liability		35
5.11 Employee Matters		37
ARTICLE 6 CONDITIONS		38
6.1 Mutual Conditions Precedent		38
6.2 Additional Conditions Precedent to the Obligations of TSX		38
6.3 Additional Conditions Precedent to the Obligations of MX		39
6.4 Notice and Cure Provisions		40
6.5 Satisfaction of Conditions		41
ARTICLE 7 AMENDMENT AND TERMINATION		41
7.1 Amendment		41
7.2 Termination		41
7.3 Expenses and Termination Fee		43
ARTICLE 8 GENERAL		44
8.1 Schedules		44
8.2 Notices		45
8.3 Assignment		46
8.4 Cooperation / Further Assurances		46
8.5 Expenses		46
8.6 Public Announcements		46
8.7 Governing Law		47
8.8 Forum; Jurisdiction		47
8.9 Invalidity of Provisions		47
8.10 Counterparts		47
8.11 Investigation by Parties		47
8.12 Time		47
8.13 Amendments		47
8.14 Specific Performance and other Equitable Rights		48
8.15 No Third Parties Beneficiaries		48
8.16 Waiver		48
8.17 Language		48

- ii -

SCHEDULES

Schedule A	Supporting MX Shareholders
Schedule 1.1.10	Amalgamation Agreement
Schedule 1.1.11	Amalgamation By-Law
Schedule 1.1.12	Amalgamation Resolution
Schedule 1.1.77	Regulatory Approvals
Schedule 3.1	Representations and Warranties of MX
Schedule 3.2	Representations and Warranties of TSX
Schedule 4.2	Certain Terms and Conditions of the Amalco Recognition Order and of the TSX Undertaking to the AMF

- iii -

COMBINATION AGREEMENT

THIS COMBINATION AGREEMENT made as of the 10^th day of December, 2007,

BETWEEN:	TSX GROUP INC., a corporation existing under the laws of Ontario (hereinafter referred to as “TSX”)
AND:	BOURSE DE MONTRÉAL INC., a company existing under the laws of Québec (hereinafter referred to as “MX”)

WHEREAS TSX and MX wish to enter into an agreement providing for the amalgamation of 9189-7058 Québec Inc. (“TSX Subco”), a wholly-owned subsidiary of TSX, and MX under Part IA of the Companies Act (Québec) (the “Amalgamation”) subject to the terms and conditions of this Agreement, as a result of which MX shall become a wholly-owned subsidiary of TSX and various business continuity covenants relating to MX and Amalco (as defined herein) as contemplated herein shall become effective; and

WHEREAS, contemporaneously with the execution and delivery of this Agreement, the shareholders of MX identified in Schedule A attached hereto (the “Supporting MX Shareholders”) will enter on the date hereof into support and voting agreements with TSX (the “Support and Voting Agreements”) evidencing, among other things, their agreement to vote in favour of the Amalgamation Resolution (as defined herein) and the other matters contemplated herein and their agreement, subject to certain terms and conditions, not to sell, trade, pledge or enter into any other agreements in respect of their MX Shares (as defined herein);

NOW THEREFORE this Agreement witnesses that, in consideration of the respective covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE 1
INTERPRETATION

1.1	Definitions
	In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the following meanings, respectively:

1.1.1 “1999 Agreement” means the memorandum of agreement by and among the Alberta Stock Exchange, the Montréal Exchange, the Toronto Stock Exchange and the Vancouver Stock Exchange dated as of March 15, 1999, as amended from time to time, by which the Canadian exchange industry was realigned and consolidated;

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1.1.2	“Acquisition Proposal” means, other than the transactions contemplated by this Agreement and the Amalgamation Agreement and other than any transaction between or involving only MX and/or one or more of its direct or indirect wholly-owned Subsidiaries, any offer, proposal or inquiry from any Person or joint actors (other than TSX) relating to: (i) any acquisition or purchase, direct or indirect, of 20% or more of the consolidated assets or assets contributing 20% or more of the consolidated revenues of MX and its Subsidiaries taken as a whole or 10% or more of any voting or equity securities of MX or any of its Subsidiaries whose assets or revenues, individually or in the aggregate, constitute 20% or more of the consolidated assets or consolidated revenue, as applicable, of MX; (ii) any take-over bid or exchange offer that, if consummated, would result in such Person or joint actors beneficially owning 10% or more of any class of voting or equity securities of MX or any of its Subsidiaries whose assets or revenues, individually or in the aggregate, constitute 20% or more of the consolidated assets or consolidated revenue, as applicable, of MX; or (iii) a plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving MX or any of its Subsidiaries whose assets or revenues, individually or in the aggregate, constitute 20% or more of the consolidated assets or revenue, as applicable, of MX;
1.1.3	“Affiliates” has the meaning ascribed thereto in Section 1.2 of National Instrument 45-106 — Prospectus and Registration Exemptions as in effect on the date hereof;
1.1.4	“Agreement” means this Combination Agreement as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof;
1.1.5	“Amalco” means the company resulting from the Amalgamation;
1.1.6	“Amalco Common Shares” means common shares in the share capital of Amalco, having the rights, privileges, conditions and restrictions described in the articles of amalgamation appended to the Amalgamation Agreement;
1.1.7	“Amalco Recognition Order” has the meaning ascribed thereto in Schedule 1.1.77;
1.1.8	“Amalco Redeemable Shares” means redeemable preferred shares in the share capital of Amalco, having the rights, privileges, conditions and restrictions described in the articles of amalgamation appended to the Amalgamation Agreement;
1.1.9	“Amalgamation” has the meaning ascribed thereto in the Recitals to this Agreement;

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1.1.10	“Amalgamation Agreement” means the agreement among TSX, TSX Subco, TSX Newco and MX in relation to the Amalgamation dated the date hereof and the transactions contemplated hereby attached hereto as Schedule 1.1.10;
1.1.11	“Amalgamation By-Law” means MX By-Law 2007-1 dated the date hereof relating to the Amalgamation attached hereto as Schedule 1.1.11;
1.1.12	“Amalgamation Resolution” means the resolution of MX Shareholders entitled to vote thereon, substantially in the form attached hereto as Schedule 1.1.12;
1.1.13	“AMF” means Québec’s Autorité des marchés financiers, and any successor thereof;
1.1.14	“Articles of Amalgamation” means the articles confirming the Amalgamation required under the Companies Act to be filed with the Enterprise Registrar;
1.1.15	“Board of Directors” means the board of directors of MX;
1.1.16	“BOX” means the Boston Options Exchange Group LLC;
1.1.17	“BOX Material Contracts” means: (i) the fifth amended and restated operating agreement made as of January 26, 2005 by and among, inter alia, MX and BOX; (ii) the technical and operational agreement between MX and BOX dated September 25, 2005; and (iii) the regulatory services agreement entered into between BOX and Boston Options Exchange Regulation LLC dated April 4, 2002;
1.1.18	“BSE” has the meaning ascribed thereto in Section 1.1.77;
1.1.19	“Business Day” means any day on which commercial banks are generally open for business in Montréal, Québec, and Toronto, Ontario other than a Saturday, a Sunday or a day observed as a holiday in Montréal, Québec, or Toronto, Ontario under applicable Laws;
1.1.20	“CAREX” means the Canadian Resources Exchange Inc.;
1.1.21	“Cash Alternative” has the meaning ascribed thereto in Section 2.1.2(a);
1.1.22	“Certificate of Amalgamation” means the certificate issued by the Enterprise Registrar attesting to the Amalgamation pursuant to Section 123.119 of the Companies Act;
1.1.23	“Change in Recommendation” has the meaning ascribed thereto in Section 7.2.1(c);
1.1.24	“Circular” means the notice of the MX Meeting and accompanying management information circular in the French and English languages, including all schedules

- 4 -

thereto, to be prepared and sent by MX to MX Shareholders in connection with the MX Meeting;

1.1.25	“Commissioner” means the Commissioner of Competition appointed pursuant to Section 7 of the Competition Act;
1.1.26	“Companies Act” means the Companies Act (Québec) as now in effect and as it may be amended from time to time prior to the Effective Date;
1.1.27	“Competition Act” means the Competition Act (Canada) as now in effect and as it may be amended from time to time to the Effective Date;
1.1.28	“Confidentiality Agreement” means the letter agreement dated May 10, 2007, as amended by the Exclusivity Agreement and as further amended from time to time, between MX and TSX, relating to the confidentiality of negotiations and information;
1.1.29	“Contracts” (individually, a “Contract”) means all verbal or written contracts and agreements (including quotations, purchase orders and rebates), collective agreements, leases, deeds, indentures, instruments, entitlements, commitments, undertakings and orders made by or to which TSX or MX, as the case may be, or any of their respective Subsidiaries is a party or by which TSX or MX, as the case may be, or any of their respective Subsidiaries is bound or under which TSX or MX, as the case may be, or any of their respective Subsidiaries has, or will have, any rights or obligations and includes rights to use, franchises, license agreements and agreements for the purchase and sale of assets or shares;
1.1.30	“Depository” shall mean CIBC Mellon Trust Company;
1.1.31	“Derivative Work” means a work that is based upon one or more pre-existing works, such as a revision, enhancement, modification, abridgement, condensation, expansion or any other form in which such pre-existing works may be recast, transformed or adapted, and which, if prepared without authorization of the owner of the copyright in such pre-existing work, would constitute a copyright infringement. For purposes hereof, a Derivative Work shall also include any compilation that incorporates such a pre-existing work and translation from one human language to another and from one type of code or computer platform to another;
1.1.32	“Effective Date” means the date shown on the Certificate of Amalgamation;
1.1.33	“Employment Agreement” means the employment agreement between TSX and Mr. Luc Bertrand dated the date hereof;
1.1.34	“Encumbrances” shall mean any encumbrance, lien, charge, hypothec, pledge, mortgage, title retention agreement, security interest of any nature, adverse claim, exception, reservation, easement, right of pre-emption, privilege or any option, right of pre-emption, privilege or contract to create any of the foregoing;

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1.1.35	“Enterprise Registrar” means the enterprise registrar acting under the Companies Act;
1.1.36	“Exchange Ratio” means 0.7784 TSX Share for each MX Share;
1.1.37	“Exclusivity Agreement” means the letter agreement dated November 20, 2007, as amended from time to time, between MX and TSX, in relation to the exclusivity of negotiations, confidentiality and other matters;
1.1.38	“GAAP” means the generally accepted accounting principles stated in the Handbook of the Canadian Institute of Chartered Accountants, including the accounting recommendations and interpretations contained therein;
1.1.39	“Governmental Entity” (collectively, the “Governmental Entities”) means any: (i) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign; (ii) any subdivision, agent, commission, board, or authority of any of the foregoing; or (iii) any quasi-governmental, private or self-regulatory body or organization or stock exchange exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing;
1.1.40	“Indebtedness” means, without duplication but excluding indebtedness between a Person and its wholly-owned Subsidiaries: (i) indebtedness for borrowed money (excluding any interest thereon), secured or unsecured; (ii) obligations under conditional sale or other title retention Contracts relating to purchased property; (iii) capitalized lease obligations; (iv) obligations under interest rate cap, swap, collar or similar transactions or currency hedging transactions (valued at the termination value thereof); and (v) guarantees of any Indebtedness of any other person;
1.1.41	“Intellectual Property” means intellectual property rights, whether patented or registered or not, including rights in:

(a)

inventions, discoveries, ideas, concepts, and Technical Information, whether patentable or not, pending patent applications (including divisional, reissues, renewals, re-examinations, continuations, continuations-in-part and extensions) and issued patents (collectively “Patents”);

(b)

trade-marks, service marks and certification marks (whether or not registered), domain names, trade dress, trade-names, business names and other indicia of origin (including any registration and applications to register any of the foregoing in any jurisdiction and any extensions, modifications or renewals thereof) and including the goodwill associated with any of the foregoing (collectively, “Trademarks”);

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(c)	computer programs (including source code, object code and data) and related documentation and materials (collectively, “Information Technology”);
(d)	works of authorship including works in which copyright subsists (including any registrations and applications to register any of the foregoing in any jurisdiction and any extensions, modifications or renewals thereof) (collectively, “Copyrights”);
(e)	industrial designs and similar rights; and
(f)	integrated circuit topographies, mask works and similar rights;

1.1.42	“Laws” (individually, a “Law”) means all laws, statutes, codes, ordinances, decrees, rules, regulations, by-laws, statutory rules, principles of law, published policies and guidelines, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards and terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity and the term “applicable” with respect to such Laws and in the context that refers to one or more Persons, means that such Laws apply to such Person or Persons or its or their business, undertaking, property or securities and emanate from a Person having legal jurisdiction over the Person or Persons or its or their business, undertaking, property or securities;
1.1.43	“Leased Real Property” has the meaning ascribed thereto in Schedule 3.1;
1.1.44	“Legal Action” has the meaning ascribed thereto in Schedule 3.1;
1.1.45	“License Agreement” means any material agreement granting or obtaining any right to use or practice any rights under any Intellectual Property to which MX is a party or otherwise bound, either as licensee or licensor;
1.1.46	“Matching Period” has the meaning ascribed thereto in Section 5.7.1(iv);
1.1.47	“Material Adverse Effect” means any event, change or effect that is, or would reasonably be expected to be (individually or in the aggregate), material and adverse to the business, assets, properties, condition (financial or otherwise), results of operations of either TSX or MX, as the case may be, and their respective Subsidiaries (including, in the case of MX, CAREX and BOX) taken as a whole; except any such event, change or effect resulting from or arising in connection with:

(a)	any change in GAAP;
(b)	any adoption, proposed implementation or change in applicable Law or any interpretation thereof by any Governmental Entity;

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(c)	any change or development in general economic, business, or regulatory conditions or in global financial or capital markets;
(d)	any change or development in global, national or regional political conditions (including any act of terrorism or any outbreak of hostilities or war or any escalation or worsening thereof) or any natural disaster;
(e)	any change or development affecting the industries in which either of TSX or MX, as the case may be, and their respective Subsidiaries (including, in the case of MX, CAREX and BOX) operate;
(f)	the announcement of the entering into of this Agreement or of the Amalgamation and the consummation of the transactions contemplated herein;
(g)	any change in the market price or trading volume of any securities of TSX or MX (it being understood that the causes underlying such changes in market price or trading volume may be taken into account in determining whether a Material Adverse Effect has occurred), or any suspension of trading in securities generally or on any securities exchange on which any securities of TSX or MX, as the case may be, trade;

	provided, however, that any such event, change or effect referred to in clauses (b), (c), (d) or (e), above does not primarily relate only to (or have the effect of primarily relating only to) TSX or MX, as the case may be, and their respective Subsidiaries (including, in the case of MX, CAREX and BOX) taken as a whole, or disproportionately adversely affect TSX or MX, as the case may be, and their respective Subsidiaries (including, in the case of MX, CAREX and BOX) taken as a whole, compared, in the latter case, to other companies of similar size operating in the industries in which TSX, MX and their respective Subsidiaries (including, in the case of MX, CAREX and BOX) operate;
1.1.48	“material fact” has the meaning ascribed thereto in the Securities Act;
1.1.49	“Maximum Cash Consideration” has the meaning ascribed thereto at Section 2.1.2(a);
1.1.50	“Maximum Share Consideration” has the meaning ascribed thereto at Section 2.1.2(a);
1.1.51	“Material Customer” has the meaning ascribed thereto in Schedule 3.1;
1.1.52	“MCeX” means the Montréal Climate Exchange Inc.;
1.1.53	“Meeting Date” means any date on which the MX Meeting occurs;
1.1.54	“MX Disclosure Letter” means the letter dated as of the date hereof delivered by MX to TSX prior to the execution of this Agreement;

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1.1.55	“MX Disclosure Record” means: (i) the non-offering prospectus of MX dated March 23, 2007; (ii) the audited consolidated financial statements of MX as at and for the fiscal years ended December 31, 2006 and 2005, including the notes thereto and the management’s discussion and analysis thereof; and (iii) the unaudited interim consolidated financial statements of MX as at and for the nine- month period ended September 30, 2007, including the notes thereto and the management’s discussion and analysis thereof;
1.1.56	“MX Employee Purchase Plan” means the employee share purchase plan adopted by MX on February 13, 2007, as it may be amended from time to time;
1.1.57	“MX Financial Statements” has the meaning ascribed thereto in Schedule 3.1;
1.1.58	“MX Material Contracts” has the meaning ascribed thereto in Schedule 3.1;
1.1.59	“MX Meeting” means the special meeting of MX Shareholders (including any adjournment or postponement thereof contemplated by this Agreement) that is to be convened to consider and, if deemed advisable, to approve the Amalgamation Resolution;
1.1.60	“MX Nominees” has the meaning ascribed thereto in Section 5.9.1;
1.1.61	“MX Options” means the options to purchase MX Shares outstanding and unexercised at any given date and granted under any stock option plans established by MX or any of its Subsidiaries, as the case may be, including the MX Stock Option Plan;
1.1.62	“MX Owned Intellectual Property” has the meaning ascribed thereto in Schedule 3.1;
1.1.63	“MX Plans” has the meaning ascribed thereto in Schedule 3.1;
1.1.64	“MX Rights” means all outstanding options (other than MX Options) granted by MX or any of its Subsidiaries to acquire shares in the share capital of MX or any of its Subsidiaries, and other securities, rights, warrants, calls, instruments, shareholder agreements, voting trusts, voting agreements, pooling agreements, shareholder rights plans, agreements or commitments of any character whatsoever, written or verbal, (other than this Agreement) established by MX or any of its Subsidiaries requiring the issuance, acquisition, sale or transfer by MX of any shares in the share capital of MX or any of its Subsidiaries or any securities convertible or exchangeable into, or exercisable for, shares in the share capital of MX or any of its Subsidiaries or entitling the holder thereof to acquire, or have a Legal Action against MX or any of its Subsidiaries in respect of, shares in the share capital of MX or any of its Subsidiaries or other securities of MX or any of its Subsidiaries;
1.1.65	“MX Shareholders” (individually, a “MX Shareholder”) means the registered or beneficial holders of the issued and outstanding MX Shares, from time to time;

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1.1.66	“MX Shares” (individually, a “MX Share”) means common shares in the share capital of MX;
1.1.67	“MX Stock Option Plan” means the stock option plan of MX for the benefit of officers and key employees of MX adopted by MX on February 13, 2007, as it may be amended from time to time;
1.1.68	“Notice Date” has the meaning ascribed thereto in Section 5.7.1;
1.1.69	“Ontario Approvals” means the Regulatory Approvals obtained from the OSC referred to in items 5 and 6 of Schedule 1.1.77;
1.1.70	“OSC” means the Ontario Securities Commission, and any successor thereof;
1.1.71	“Other Nominees” has the meaning ascribed thereto in Schedule 4.2;
1.1.72	“Permit” means any license, permit, certificate, consent, order, grant, approval, classification, registration or other authorization of and from any Governmental Entity;
1.1.73	“Person” includes any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, Governmental Entity, syndicate or other entity, whether or not having legal status;
1.1.74	“Personal Information” has the meaning ascribed thereto in Schedule 3.1;
1.1.75	“Québec Approvals” means the Regulatory Approvals to be obtained from the AMF referred to in items 2, 3 and 4 of Schedule 1.1.77 and in the MX Disclosure Letter;
1.1.76	“Recognition Order” means AMF Decision No. 2003-C-0184 in respect of the recognition of Bourse de Montréal Inc. as a self-regulatory organisation;
1.1.77	“Regulatory Approvals” (individually, a “Regulatory Approval”) means those sanctions, rulings, consents, orders, exemptions, permits, declarations, filings and other approvals (including the lapse, without objection, of a prescribed time under a statute, rule or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of Governmental Entities, as set out on Schedule 1.1.77 and the MX Disclosure Letter;
1.1.78	“Remaining TSX Shares” has the meaning ascribed thereto in Section 2.1.3;
1.1.79	“Replacement Option” has the meaning ascribed thereto in Section 2.7.1
1.1.80	“Representatives” has the meaning ascribed thereto in Section 5.6.1;

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1.1.81	“Returns” means all reports, forms, elections, designations, schedules, statements, estimates, declarations of estimated tax, information statements and returns relating to, or required to be filed in connection with any Taxes;
1.1.82	“SEC” means the United States Securities and Exchange Commission;
1.1.83	“Securities Act” means the Securities Act (Québec), as now in effect and as it may be amended from time to time prior to the Effective Date;
1.1.84	“Securities Authorities” means the applicable securities commissions and other securities regulatory authorities in Canada;
1.1.85	“Share Alternative” has the meaning ascribed thereto in Section 2.1.2(a);
1.1.86	“Subsidiary” (collectively, the “Subsidiaries”) with respect to any Person means any body corporate of which such Person is entitled to elect a majority of the board of directors thereof and shall include any other Person over which it exercises direction or control or which is in a like relation to such first Person;
1.1.87	“Superior Proposal” means a bona fide Acquisition Proposal made to MX in writing and duly authorized by the board of directors of the Person making the Acquisition Proposal: (i) to purchase or otherwise acquire, directly or indirectly (including by means of a take-over bid, amalgamation, plan of arrangement, business combination, purchase of assets (including transfer of assets in favour of an income trust) or similar transaction), all the outstanding MX Shares, or all the assets or revenues of MX on a consolidated basis; (ii) that was not solicited by MX or any of its representatives in contravention of Section 5.6; (iii) that, to the extent it offers cash consideration, for which any required financing is then committed; (iv) that the Board of Directors determines in good faith (after consultation with financial advisors and after receiving advice of outside legal counsel with respect to the Board of Directors’ fiduciary duties), taking into account all legal, financial, regulatory and other aspects of such proposal and giving due consideration to the commitments set out in Schedule 4.2:

(a)	is reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of such proposal and the party making such proposal; and
(b)	would, if consummated in accordance with its terms and taking into account the completion risks as referred to in clause (a) above, result in a transaction that is more favourable from a financial point of view to MX Shareholders than the transaction contemplated by this Agreement;

1.1.88	“Support and Voting Agreements” has the meaning ascribed thereto in the Recitals to this Agreement;
1.1.89	“Supporting MX Shareholders” has the meaning ascribed thereto in the Recitals to this Agreement;

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1.1.90	“Target Completion Date” means June 30, 2008, subject to the right of either party to postpone the Target Completion Date for up to an additional 90 days (in 30-day increments) if the Regulatory Approvals have not been obtained and have not been denied by a non-appealable decision of a Governmental Entity, by giving written notice to the other Party to such effect no later than 5:00 p.m. (Eastern time) on the date that is 15 days prior to the original Target Completion Date (and any subsequent Target Completion Date), or such later date as may be agreed to in writing by the Parties;
1.1.91	“Tax” and “Taxes” includes any taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind whatsoever imposed by any Governmental Entity, including all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity in respect thereof, and including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, local, value-added, excise, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, health, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, countervail and antidumping, all license agreements, franchise and registration fees and all employment insurance, health insurance and Canada, Quebec and other Governmental Entity pension plan premiums or contributions;
1.1.92	“Technical Information” means all trade secrets, confidential information and other proprietary know-how and related technical knowledge owned, used or held for use in or relating to the business of MX or any of its Subsidiaries (including CAREX), including documented research, forecasts, studies, marketing plans, budgets, market data, developmental, demonstration or engineering work, information that can be used to define a design or process or procure, produce, support or operate material and equipment, methods of production and procedures, all formulas and designs and drawings, blueprints, patterns, plans, flow charts, parts lists, manuals and records, specifications, and test data;
1.1.93	“Technology” means all Intellectual Property and Technical Information;
1.1.94	“Termination Fee” has the meaning ascribed thereto in Section 7.3.1;
1.1.95	“Termination Fee Event” has the meaning ascribed thereto in Section 7.3.1;
1.1.96	“Third Party Software” means software (including third party commercial products, shareware, freeware, free software, open source software, public domain software and redistributables) that is not owned exclusively by MX or any of its Subsidiaries;
1.1.97	“TSX Disclosure Letter” means the letter dated as of the date hereof delivered by TSX to MX prior to the execution of this Agreement;

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1.1.98	“TSX Disclosure Record” means: (i) the annual information form of TSX dated March 26, 2007 for the fiscal year ended December 31, 2006; (ii) the audited consolidated financial statements of TSX as at and for the fiscal years ended December 31, 2006 and 2005, including the notes thereto and the management’s discussion and analysis thereof; (iii) the unaudited interim consolidated financial statements of TSX as at and for the nine- month period ended September 30, 2007, including the notes thereto and the management’s discussion and analysis thereof; and (iv) the management proxy circular of TSX dated April 25, 2007;
1.1.99	“TSX Employee Share Purchase Plan” means the employee share purchase plan of TSX amended and restated as at January 1, 2004;
1.1.100	“TSX Financial Statements” has the meaning ascribed thereto in Schedule 3.2;
1.1.101	“TSX Intellectual Property” has the meaning ascribed thereto in Schedule 3.2;
1.1.102	“TSX Newco” means 9190-1983 Québec Inc.;
1.1.103	“TSX Options” means the options to purchase TSX Shares outstanding and unexercised at any given date and granted under any stock option plans established by TSX and any of its subsidiaries, as the case may be, including the TSX Stock Option Plan;
1.1.104	“TSX Recognition Order” means the decision from the OSC dated April 3, 2000, 23 O.S.C.B. 2495, as varied from time to time, in respect of the recognition of TSX as an exchange;
1.1.105	“TSX Shareholders” means the registered or beneficial holders of the issued and outstanding TSX Shares, from time to time;
1.1.106	“TSX Shares” (individually, a “TSX Share”) means common shares in the share capital of TSX;
1.1.107	“TSX Stock Option Plan” means the stock option plan of TSX adopted by the TSX board of directors on September 4, 2002, and the TSX Shareholders on October 22, 2002, as amended from time to time;
1.1.108	“U.S. Securities Act” means the U.S. Securities Act of 1933, as amended; and
1.1.109	“Value” has the meaning ascribed thereto in Section 2.1.2.

1.2 Interpretation Not Affected by Headings, etc.

The division of this Agreement into Articles, Sections, Schedules and other portions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof. Unless otherwise indicated, all references to an “Article”, “Section” or “Schedule” followed by a number and/or a letter refer to the specified Article, Section or Schedule of this Agreement. The terms “this Agreement”, “hereof”, “herein” and “hereunder”

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and similar expressions refer to this Agreement (including the Schedules hereto) and not to any particular Article, Section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto. Any capitalized terms used in any Schedule, in the MX Disclosure Letter or the TSX Disclosure Letter but not otherwise defined therein, shall have the meaning as defined in this Agreement.

1.3 Currency

All sums of money referred to in this Agreement, unless otherwise noted, are expressed in Canadian dollars.

1.4 Number, etc.

Unless the context otherwise requires, words importing the singular shall include the plural and vice versa and words importing any gender shall include all genders.

1.5 Date For Any Action

In the event that any date on which any action is required to be taken hereunder by any of the parties hereto is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

1.6 Entire Agreement

This Agreement, the Amalgamation Agreement, the Confidentiality Agreement (which shall terminate on the Effective Date) constitute the entire agreement between the parties hereto pertaining to the terms of the Amalgamation and ancillary arrangements and supersede all other prior agreements, understandings, negotiations and discussions, whether oral or written, between the parties hereto with respect to the terms of the Amalgamation and such arrangements.

1.7 Statutory References, References to Persons and References to Contracts

In this Agreement, unless something in the subject matter or context is inconsistent therewith or unless otherwise herein provided, a reference to any statute, regulation, direction or instrument is to that statute, regulation, direction or instrument as now enacted or as the same may from time to time be amended, re-enacted or replaced, and in the case of a reference to a statute, includes any regulations, rules, policies or directions made thereunder. Any reference in this Agreement to a Person includes its heirs, administrators, executors, legal personal representatives, predecessors, successors and permitted assigns. References to any contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with its terms.

1.8 Knowledge

1.8.1 Any reference to the knowledge of MX shall mean to the best of the knowledge, information and belief of the persons listed in the MX Disclosure Letter after reasonable enquiry.

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1.8.2 Any reference to the knowledge of TSX shall mean to the best of the knowledge, information and belief of the persons listed in the TSX Disclosure Letter after reasonable enquiry.

ARTICLE 2
AMALGAMATION

2.1 Terms of Amalgamation

MX and TSX covenant and agree that the Amalgamation will be implemented in accordance with and subject to the terms hereof and as more fully set forth in the Amalgamation Agreement, including, without limitation, as follows:

2.1.1	At the Effective Date, TSX Subco and MX shall be amalgamated and shall continue as one company, being Amalco, pursuant to the provisions of Part IA of the Companies Act.
2.1.2	At the Effective Date:

(a)

the MX Shares outstanding immediately prior to the Effective Date shall, at the election of each holder thereof, either be: (i) cancelled and the holder thereof shall receive in exchange such number of duly authorized, fully-paid and non-assessable TSX Shares equal to the product of the number of such MX Shares held by such holder multiplied by the Exchange Ratio (the “Share Alternative”); or (ii) converted into such number of duly authorized, fully-paid and non-assessable Amalco Redeemable Shares as is equal to the number of such MX Shares held by such holder, which Amalco Redeemable Shares shall be redeemed immediately following the Amalgamation by Amalco in consideration for $39.00 per share (the “Cash Alternative”), in each case subject to pro-ration as provided below; provided that: (x) no fractional TSX Shares will be issued under the Amalgamation, and any resulting fractional TSX Share shall be rounded down, to the closest whole number, and the MX Shareholder will receive the net cash proceeds of such fractional TSX Share as set forth in Section 2.1.3; (y) the maximum number of Amalco Redeemable Shares issuable to MX Shareholders under the Amalgamation will be 10,979,487 Amalco Redeemable Shares and the maximum amount of cash payable by Amalco on redemption of Amalco Redeemable Shares shall be $428,200,000 (the “Maximum Cash Consideration”); and (z) the maximum number of TSX Shares issuable to MX Shareholders under the Amalgamation will be 15,346,000 TSX Shares (the “Maximum Share Consideration”);

(b)

any MX Shareholder who fails to complete a letter of transmittal and notice of guaranteed delivery, if applicable, as provided in the Amalgamation Agreement or who does not properly elect either the Share

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Alternative or the Cash Alternative in the letter of transmittal and notice of guaranteed delivery, if applicable, with respect to any MX Shares deposited by such MX Shareholder in connection with the Amalgamation will be deemed to have elected the Cash Alternative;

(c)

if the aggregate cash consideration that would otherwise be payable by Amalco to MX Shareholders upon redemption of the Amalco Redeemable Shares who elect (or are deemed to have elected) the Cash Alternative in respect of their MX Shares exceeds the Maximum Cash Consideration, the amount of cash consideration available to those MX Shareholders who have so elected (or are deemed to have elected) the Cash Alternative will be allocated pro-rata (on a per share basis) among such MX Shareholders in an amount equal to the aggregate amount of the cash sought by each such MX Shareholder upon redemption of the Amalco Redeemable Shares who so elected (or is deemed to have elected) the Cash Alternative multiplied by a fraction, the numerator of which is the Maximum Cash Consideration, and the denominator of which is the aggregate amount of cash consideration sought by those MX Shareholders upon redemption of the Amalco Redeemable Shares who elected (or are deemed to have elected) the Cash Alternative in respect of their MX Shares, and each such MX Shareholder will receive TSX Shares as consideration for any cash balance which exceeds the amount of cash so allocated to the MX Shareholder, the number of such TSX Shares being the quotient of (i) the total cash balance divided by (ii) $50.10, and, with respect to any resulting fractional TSX Share, the MX Shareholder will receive the net cash proceeds of such fractional TSX Share as set forth in Section 2.1.3;

(d)

if the number of TSX Shares that would otherwise be issuable to MX Shareholders who elect the Share Alternative in respect of their MX Shares exceeds the Maximum Share Consideration, the number of TSX Shares available to those MX Shareholders who have so elected the Share Alternative will be allocated pro-rata (on a per share basis) among such MX Shareholders in an amount equal to the number of TSX Shares sought by each such MX Shareholder who so elected the Share Alternative multiplied by a fraction, the numerator of which is the Maximum Share Consideration and the denominator of which is the aggregate number of TSX Shares sought by those MX Shareholders who elected the Share Alternative in respect of their MX Shares in connection with the Amalgamation, rounded down to the nearest whole number, and each such MX Shareholder will receive Amalco Redeemable Shares as consideration for any balance which exceeds the number of TSX Shares allocated to the MX Shareholder (or cash in lieu of any fractional Amalco Redeemable Share that the MX Shareholder would otherwise have received pursuant to this paragraph (d)), the number of such Amalco Redeemable Shares being the quotient of (i) the number of such balance of TSX Shares divided by (ii) the Exchange Ratio;

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(e)

in consideration for the issuance by TSX of TSX Shares to MX Shareholders as provided in paragraph (a), Amalco shall cause TSX Newco to issue to TSX, in consideration for Amalco issuing to TSX Newco such number of Amalco Common Shares as represents the value (the “Value”) of the TSX Shares so issued to MX Shareholders, such number of class A preferred shares of TSX Newco having a total value of $100,000,000 and such number of class A common shares of TSX Newco as represents the balance of the Value; and

(f)

each of the common shares of TSX Subco outstanding immediately prior to the Effective Date shall be converted into Amalco Common Shares, on the basis of one issued, fully paid and non-assessable Amalco Common Share for each issued and outstanding common share of TSX Subco.

2.1.3	In order to replace the fractional TSX Shares that would have otherwise been issued to MX Shareholders, TSX will distribute to the Depository, as agent for the MX Shareholders, such number of TSX Shares (the “Remaining TSX Shares”) as represents the sum of the fractional TSX Shares to which the MX Shareholders are otherwise entitled, rounded up to the next whole number of Remaining TSX Shares, and the Depository, as agent for the MX Shareholders, shall, as expeditiously as is commercially reasonable thereafter, sell the Remaining TSX Shares through the facilities of Toronto Stock Exchange and pay the net proceeds of such sales, after brokerage sales commissions, to those MX Shareholders who are entitled to receive a fractional TSX Share based on their respective entitlements to Remaining TSX Shares.
2.1.4	Amalco or the Depository shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as Amalco or the Depository are required to deduct and withhold with respect to the making of such payment under any provision of federal, provincial, state, local or other Tax Law of any applicable country or jurisdiction. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity by Amalco or the Depository, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the MX Shareholders in respect of which such deduction and withholding was made by Amalco or the Depository.
2.1.5	Nothing set forth herein shall restrict the board of directors of TSX from enforcing the restrictions set forth in the articles of incorporation of TSX provided that, in no event, shall any Person or any combination of Persons or Persons acting jointly or in concert beneficially own or exercise control or direction over more than ten percent of the TSX Shares or any percentage as may from time to time be prescribed under applicable Laws.

2.2 MX Meeting

Subject to the terms hereof, MX covenants and agrees in favour of TSX that MX shall:

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2.2.1	convene and hold the MX Meeting no later than February 13, 2008 for the purpose of considering the Amalgamation Resolution;
2.2.2	subject to Section 6.4, not adjourn, postpone or cancel (or propose for adjournment, postponement or cancellation) the MX Meeting without TSX’s prior written consent, not to be unreasonably withheld, except as required for quorum purposes, by Law or by the MX Shareholders;
2.2.3	subject to Section 5.6, duly use all lawful and commercially reasonable efforts to obtain the approval of the MX Shareholders of the Amalgamation Resolution and cooperate with TSX upon its request in soliciting proxies on behalf of management of MX pursuant to the Circular, in accordance with the Companies Act, including, if so requested by TSX, acting reasonably, using dealer and proxy solicitation services and cooperating with any Persons engaged to solicit proxies in favour of the approval of the Amalgamation Resolution;
2.2.4	advise TSX as TSX may reasonably request, and at least on a daily basis on each of the last ten Business Days prior to the date of the MX Meeting, as to the aggregate tally of the proxies received by MX in respect of the Amalgamation Resolution and the manner in which such proxies have been voted;
2.2.5	consult with TSX and TSX’s representatives and counsel in setting the date of the MX Meeting and allow TSX’s representatives and counsel to attend the MX Meeting; and
2.2.6	subject to obtaining: (i) the approval of at least two-thirds of the votes cast on the Amalgamation Resolution by the MX Shareholders, present in person or represented by proxy at the MX Meeting; and (ii) any other required MX Shareholders approval to comply with any securities Laws, as soon as reasonably practicable thereafter, and subject to the satisfaction or waiver of the other conditions herein contained in favour of each party, authorize any director of TSX Subco to file with the Enterprise Registrar the Articles of Amalgamation, and such other documents as may be required under the Companies Act to give effect to the Amalgamation.

2.3 MX Approval of the Amalgamation

MX represents and warrants to and in favour of TSX and acknowledges that TSX is relying upon such representations and warranties in connection with the matters contemplated by this Agreement, that, as of the date hereof:

2.3.1 the Board of Directors has determined unanimously (other than Mr. Richard Schaeffer, who did not participate in the Board of Directors’ determination), upon consultation with its financial advisors, that the Amalgamation is fair to all MX Shareholders, that the Amalgamation is in the best interests of MX and the MX Shareholders, and accordingly, has unanimously approved the entering into of this Agreement and the Amalgamation Agreement, the Amalgamation By-Law and

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the making of a recommendation that MX Shareholders vote all of their MX Shares in favour of the Amalgamation Resolution;

2.3.2

each member of the Board of Directors (other than Mr. Richard Schaeffer, who did not participate in the Board of Directors’ determination) has indicated his intention to vote all of his MX Shares in favour of the Amalgamation Resolution and has agreed that the joint press release to be issued by the MX and TSX announcing the Amalgamation may so reference such statement of intention and that references to such intention may be made in the Circular; and

2.3.3

National Bank Financial Inc. and Citigroup Global Markets Inc. have delivered an opinion to the Board of Directors to the effect that the consideration to be received under the Amalgamation is fair from a financial point of view to all MX Shareholders.

2.4 MX Circular

MX shall prepare the Circular together with any other documents required by the Securities Act or other applicable Laws in connection with the Amalgamation and MX shall cause the Circular and other documentation required in connection with the MX Meeting to be sent to each MX Shareholder (and all such other Persons as may be required) and filed as required by applicable Laws as soon as reasonably practicable having regard to Section 2.2.1. TSX and its counsel shall be given reasonable opportunity to review and comment upon draft versions of the Circular prior to its being sent to each MX Shareholder (and other Persons) and filed as required by applicable Laws and all reasonable comments made by TSX and its counsel shall be taken into consideration and incorporated in the Circular, recognizing that whether or not such comments are appropriate will be determined by MX, acting reasonably; provided that all comments with respect to information related to TSX or provided by or on behalf of TSX and relating to TSX for the purpose of inclusion in the Circular shall be accepted and incorporated in the Circular.

2.5 Securities and Corporate Compliance

MX shall diligently do all such acts and things as may be necessary to comply with National Instrument 54-101 — Communication with Beneficial Owners of Securities of a Reporting Issuer in relation to the MX Meeting and, without limiting the generality of the foregoing, shall, in consultation with the TSX and its legal counsel, if necessary, accelerate the timing contemplated by such instrument pursuant to Section 2.20 thereof.

2.6 Preparation of Filings

2.6.1 MX and TSX shall cooperate in:

(a) the preparation of any application for the orders and the preparation of any other documents reasonably deemed by TSX or MX to be necessary to discharge their respective obligations under applicable Laws in connection with the Amalgamation and all other matters contemplated by this Agreement; and

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(b) the taking of all such action as may be required under applicable Laws in connection with the Amalgamation and all other matters contemplated by this Agreement.

2.6.2

TSX shall furnish to MX all such information concerning TSX and the TSX Shareholders as may be required in connection with Sections 2.4 and the foregoing provisions of this Section 2.6, and covenants that no information so furnished by TSX will contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary in order to make any information so furnished not misleading in light of the circumstances in which it is furnished.

2.6.3

Subject to compliance by MX with Section 2.4, TSX will indemnify and save harmless MX and its directors and officers from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which MX, and its directors or officers may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:

(a)	any misrepresentation or alleged misrepresentation in any information included in the Circular that is provided by or on behalf of TSX for the purpose of inclusion in the Circular, including the pro forma financial statements to be included therein (except for any such misrepresentation resulting from financial information supplied by MX); and
(b)	any order made, or any inquiry, investigation or proceeding by any Governmental Entity, based on any misrepresentation or any alleged misrepresentation in any information related to TSX and provided by or on behalf of TSX for the purpose of inclusion in the Circular.

2.6.4 Each party shall promptly notify the other if at any time before the Effective Date it becomes aware that the Circular or an application for any order referred to in Section 2.6.1(a) contains any misrepresentation that is likely to affect the value of the market price of the MX Shares or the TSX Shares, as the case may be, or any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Circular or such application. In any such event, MX shall prepare a supplement or amendment to the Circular or such other document, as required and as the case may be, and, if required, shall cause the same to be distributed to MX Shareholders (and other Person) and/or filed with the relevant securities regulatory authorities. TSX and its counsel shall be given reasonable opportunity to review and comment upon draft versions of any such supplement or amendment to the Circular or any such other document prior to its being sent to each MX Shareholder (and other Person) and filed as required by applicable Laws and all reasonable comments made by TSX and its counsel shall be taken into consideration and incorporated in any such supplement or amendment to the Circular, recognizing that whether or not such comments are

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appropriate will be determined by MX, acting reasonably; provided that all comments with respect to information related to TSX or provided by or on behalf of TSX relating to TSX for the purpose of inclusion in the Circular shall be taken into consideration and incorporated in any such supplement or amendment to the Circular.

2.6.5 MX shall ensure that the Circular complies with all applicable Laws and, without limiting the generality of the foregoing, that, at the date of the mailing of the Circular to MX Shareholders and at the date of the MX Meeting, the Circular does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (other than with respect to any information relating to TSX provided by or on behalf of TSX). Without limiting the generality of the foregoing, MX shall ensure that the Circular provides MX Shareholders with information in sufficient detail to enable reasonable securityholders to form a reasoned judgment concerning the matters to be placed before them at the MX Meeting.

2.7 MX Options, MX Stock Option Plan and MX Employee Purchase Plan

MX and TSX covenant and agree as follows with respect to the MX Options, the MX Stock Option Plan and the MX Employee Purchase Plan:

2.7.1

Each outstanding MX Option, whether vested or unvested, that is outstanding immediately prior to the Effective Date (an “Unexercised Option”) shall be cancelled and, in consideration for such cancellation, such holder shall receive from TSX an option (a “Replacement Option”) to purchase TSX Shares entitling the holder thereof, upon delivery to the executive offices of TSX of a duly completed exercise notice addressed to the Assistant Corporate Secretary of TSX, to purchase a number of TSX Shares equal to the product of the number of MX Shares issuable upon exercise of such Unexercised Option multiplied by the Exchange Ratio. Such Replacement Option shall provide for an exercise price per TSX Share equal to the exercise price per MX Share of such Unexercised Option immediately prior to the Effective Date divided by the Exchange Ratio; provided that the exercise price shall be adjusted upwards to the extent necessary to ensure that the conditions for a tax-deferred exchange set forth in subsection 7(1.4) of the Income Tax Act (Canada) are satisfied in respect of the transaction contemplated in this Section 2.7.1 but only to the extent such adjustment is approved by Toronto Stock Exchange without any requirement for approval by TSX Shareholders. If the foregoing calculation results in a Replacement Option being exercisable for a fraction of a TSX Share, then the number of TSX Shares subject to such Replacement Option shall be rounded down to the next whole number of TSX Shares.

Except as set forth above, all other terms and conditions of such Replacement Option (including the terms and conditions set forth in the MX Stock Option Plan to the extent such plan was previously applicable to such Unexercised Option)

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will be the same as the terms and conditions of such Unexercised Option, including the original vesting period applicable thereto, if any, without any acceleration of such vesting period by the Human Resources Committee of the Board of Directors. TSX will enter into Contracts with the holders of Replacement Options to evidence such Replacement Options, unless such holder’s Unexercised Options have been amended to reflect this Section 2.7.1 in accordance with the terms of the MX Stock Option Plan.

2.7.2

The MX Stock Option Plan shall be terminated at the Effective Date, and no MX Options shall be granted after the date hereof, provided however, that up to 35,213 MX Options may be granted in January 2008, in the ordinary course and consistent with past practice, pursuant to the terms of existing employment agreements and in accordance with the terms of the MX Stock Option Plan.

2.7.3

The MX Employee Purchase Plan shall be terminated immediately prior to the Effective Date. MX shall cause: (i) all amounts or contributions held by the plan administrator to be used to purchase MX Shares prior to the termination of the plan; and (ii) all amounts, contributions or MX Shares to be allocated to and to fully vest in the participants prior to the termination of the plan. MX employees eligible to participate to the MX Employee Purchase Plan at the Effective Date shall be eligible to participate to the TSX Employee Share Purchase Plan from and after the Effective Date.

2.8 Securities Laws; Filings and Orders

TSX will file, no later than the date the Circular is filed with the Securities Authorities, the Circular with the SEC on Form F-8 or Form F-80, as applicable, under the U.S. Securities Act, or will furnish the Circular to the SEC under cover of Form CB pursuant to Rule 802 under the U.S. Securities Act, if the exemption from the registration requirement of the U.S. Securities Act provided by such rule is available. TSX will also file such other documents or agreements as is required by the SEC and will pay any required filing fee in connection therewith. Any amendments to the Circular shall be furnished to or filed with the SEC by TSX as required by the relevant rules of the SEC. If TSX is not eligible to use any of such Form F-8, Form F-80 or Form CB pursuant to Rule 802 under the U.S. Securities Act, MX and TSX covenant and agree, at the request of TSX, to amend this Agreement or to proceed with another form of transaction whereby substantially similar results as intended under this Agreement and the Amalgamation could be achieved without causing TSX to register any of its securities under the U.S. Securities Act, including on economic terms and other terms and conditions and having consequences to the MX Shareholders which, in relation to MX and the MX Shareholders, are at least equivalent or better than those contemplated by this Agreement (except that such other form of transaction may require a different level of approval by the MX Shareholders than is provided by Section 6.1.1) and to amend this Agreement accordingly.

2.9 Payment of Consideration

TSX will, following receipt of Regulatory Approvals and immediately prior to the filing by MX of the Articles of Amalgamation with the Enterprise Registrar, provide the Depositary with

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sufficient funds in escrow (the terms and conditions of such escrow to be satisfactory to MX, acting reasonably) and a treasury order relating to the issuance of a sufficient number of TSX Shares to complete all of the transactions contemplated by the Amalgamation.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of MX

MX represents and warrants to and in favour of TSX as set forth in Schedule 3.1 and acknowledges that TSX is relying upon such representations and warranties in connection with the matters contemplated by this Agreement.

3.2 Representations and Warranties of TSX

TSX represents and warrants to and in favour of MX as set forth in Schedule 3.2 and acknowledges that MX is relying upon such representations and warranties in connection with the matters contemplated by this Agreement.

3.3 Survival

The representations and warranties of each of MX and TSX contained herein shall not survive the completion of the Amalgamation and shall terminate on the earlier of the termination of this Agreement in accordance with its terms and the Effective Date.

ARTICLE 4
REGULATORY APPROVALS

4.1 Applications

4.1.1

MX and TSX covenant and agree to proceed diligently, in a coordinated fashion, to apply for, and obtain the Regulatory Approvals. MX, subject to Section 4.1.3, shall lead the process for obtaining the Québec Approvals and TSX, subject to Section 4.1.3, shall lead the process for obtaining the Ontario Approvals (it being understood that each party will co-operate with and provide the other with any support and/or information as contemplated in Section 4.1.2). TSX agrees to provide an undertaking in favour of the AMF with respect to each item referred to as an undertaking of TSX to the AMF in Schedule 4.2. For the avoidance of doubt, no approach by either party to any Governmental Entity shall include any proposal or undertaking not contemplated in Schedule 4.2 of this Agreement.

4.1.2

Subject to Section 4.1.1, MX and TSX covenant and agree: (i) to take promptly all actions necessary to cause the filings required by the parties and their respective Subsidiaries, to obtain all Regulatory Approvals to be made as soon as possible and, in the case of the filings under the Competition Act, filing within 14

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days from the date hereof, an application for an advance ruling certificate and a long-form pre-merger notification; (ii) to comply at the earliest practicable date with any request for additional information received by any party or its Subsidiaries, from any Governmental Entities, including the AMF, the OSC, the SEC or the Competition Bureau in connection with obtaining any Regulatory Approval; and (iii) to cooperate with each other in connection with their respective filings with respect to obtaining any Regulatory Approval and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by any Governmental Entity. For greater certainty, each party hereby agrees that from the date hereof until the earlier of (i) the Effective Date; or (ii) this Agreement having been terminated pursuant its terms, it shall use its commercially reasonable efforts, and shall cause its Subsidiaries, to use their commercially reasonable efforts, to obtain the Regulatory Approvals as soon as reasonably practicable, and, without limitation, it shall, and where appropriate shall cause its Subsidiaries, to:

(a)	effect all necessary or appropriate registrations, filings, applications and submissions of information required by Governmental Entities from such party or any of its Subsidiaries;
(b)	effect such presentations and assist at such meetings with Governmental Entities as may be deemed necessary or useful for the purpose of obtaining the Regulatory Approvals; and
(c)	cooperate in the preparation of any response by the other party to any request for additional information received by such other party or its Subsidiaries, from any Governmental Entities, including without limitation, the AMF or the Competition Bureau, in connection with obtaining any Regulatory Approval.

4.1.3

Each party hereby covenants and agrees in favour of the other party that, from the date hereof until the earlier of (i) the Effective Date; or (ii) the date this Agreement is terminated pursuant to its terms, it will not initiate discussions or hold meetings with Governmental Entities, including without limitation the AMF, the OSC, the SEC or the Competition Bureau, without the knowledge, presence or prior consultation of the other party.

4.1.4

MX hereby further covenants and agrees in favour of TSX that MX shall use commercially reasonable efforts in its capacity as a unitholder to ensure that: (i) BOX does or refrains from doing all such acts and things as may be necessary in order to comply with Section 4.1.2 and Section 4.1.3, as if all references therein to “Subsidiaries” were also references to “BOX”; and (ii) the rule change filing with the SEC described at item 7 of Schedule 1.1.75 is made prior to and separately from any rule change in connection with MX’s acquisition of additional units of BOX, any business combination involving BOX or the filing by BOX of a Form 1 with the SEC under the Securities Exchange Act of 1934 for BOX to register as an exchange.

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4.2 Obtaining of Regulatory Approvals

For purposes of this Agreement, no Regulatory Approval shall be considered to have been obtained unless it is on terms satisfactory to the parties, acting reasonably; provided, however, that the parties agree that the Amalco Recognition Order shall have been obtained on satisfactory terms if: (i) the Amalco Recognition Order contains the terms and conditions described in Schedule 4.2; and (ii) the TSX undertaking to the AMF in support of the Amalco Recognition Order contains the terms and conditions described in Schedule 4.2. In addition, no Regulatory Approval shall be considered to have been obtained if an appeal, stop-order, revocation order or proceeding seeking an appeal, stop-order or revocation order has been instituted after the granting of any Regulatory Approval and remains outstanding or subject to final judgment or adjudication on the Effective Date.

ARTICLE 5
COVENANTS

5.1 Recommendation of Amalgamation

MX hereby covenants and agrees in favour of TSX that, subject to Sections 5.6 and 5.7, it will, through its Board of Directors:

5.1.1	unanimously recommend in the Circular and at the MX Meeting that MX Shareholders vote all of their MX Shares in favour of the Amalgamation Resolution and MX, through its Board of Directors, shall publicly reconfirm such recommendation upon the reasonable request in writing from time to time of TSX. All public comment by MX in relation to the Amalgamation shall be made in accordance with Section 8.6 and shall be consistent with and supportive of such recommendation. MX shall not act or fail to act in any way that might reasonably be expected to discourage the MX Shareholders from voting in favour of the Amalgamation or that might reasonably encourage the MX Shareholders to vote against the Amalgamation;
5.1.2	not withdraw its recommendation that MX Shareholders vote in favour of the Amalgamation as set out in Section 5.1.1; and
5.1.3	use commercially reasonable efforts to cause the directors and senior officers of MX and its Subsidiaries, other than Supporting MX Shareholders to vote the MX Shares held by them at the MX Meeting in favour of the Amalgamation Resolution.

5.2 Covenants of MX

MX hereby covenants and agrees in favour of TSX that, from the date hereof until the earlier of (i) the Effective Date; or (ii) the date this Agreement is terminated pursuant to its terms, MX shall perform, and shall cause its Subsidiaries to perform, all obligations required to be performed by MX or any of its Subsidiaries, as the case may be, under this Agreement and shall

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do all such other lawful acts and things as may be necessary in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby and, without limitation, MX shall, subject to Sections 5.6 and 5.7, and where appropriate shall cause its Subsidiaries to:

5.2.1	provide lists of MX Shareholders of all classes and series of securities of MX prepared by MX or the transfer agent of MX and a list of holders of MX Options and MX Rights (with full particulars as to, among others, the purchase, exercise or conversion price, vesting and expiry date) prepared by MX (as well as a security position listing from each depository, including CDS Clearing and Depository Services Inc.) and deliver such lists to TSX within five Business Days after execution of this Agreement and obtain and deliver to TSX thereafter as may reasonably be requested by TSX during the term of this Agreement supplemental lists setting out any changes thereto, all such deliveries to be both in printed form and, if available, in computer-readable format;
5.2.2	notify TSX forthwith upon becoming aware of any notice regarding any MX Options and MX Rights, and inform TSX of all information (including the identity of the giver thereof) known to it regarding such notice;
5.2.3	use commercially reasonable efforts to: (i) defend all lawsuits or other legal, regulatory or other proceedings to which it is a party challenging or affecting this Agreement, the Amalgamation or the consummation of the transactions contemplated hereby; and (ii) have lifted or rescinded any injunction or restraining order or other order relating to MX or any of its Subsidiaries challenging or affecting this Agreement, the Amalgamation or the consummation of the transactions contemplated hereby;
5.2.4	use commercially reasonable efforts to comply promptly with all requirements which applicable Laws may impose on MX or its Subsidiaries with respect to the transactions contemplated hereby;
5.2.5	prior to the mailing of the Circular, provide TSX for each of the MX Nominees with a Personal Information Form and any other material required by TSX to fulfill its obligations under the TSX Recognition Order;
5.2.6	use commercially reasonable efforts to obtain decisions from the OSC and the AMF exempting MX from the business combination and going private transaction requirements of OSC Rule 61—501 — Insider Bids, Issuer Bids, Business Combination and Related Party Transactions and Regulation Q-27 Respecting Protection of Minority Securityholders in the Course of Certain Transactions with regard to the Employment Agreement;
5.2.7	use commercially reasonable efforts to cause all holders of Replacement Options to enter into Contracts with TSX to evidence the Replacement Options, which Contracts shall contain the terms and conditions described in Section 2.7.1, unless

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such Unexercised Options have been amended to reflect Section 2.7.1 in accordance with the terms of the MX Stock Option Plan;

5.2.8	prior to the Effective Date, to the extent possible under applicable Laws, cause: (i) Bourse de Montréal (1874) to be renamed such that it no longer bears the “Bourse de Montréal” name; or (ii) Bourse de Montréal (1874) to be dissolved;
5.2.9	not, and cause each of its Subsidiaries not to, enter into any transaction or perform any act which would: (i) interfere or be inconsistent with the successful completion of the Amalgamation; (ii) render incorrect any of the representations and warranties set forth herein if such representations and warranties were made at a date subsequent to such transaction or action and all references to the date hereof were to such later date; or (iii) adversely affect MX’s ability to perform and comply with its covenants and agreements under this Agreement; and
5.2.10	promptly advise, first orally and then in writing, TSX of: (i) any fact, event or any change occurring after the date hereof that would render any representation or warranty of MX contained in this Agreement, except any such representation or warranty which speaks as of a date prior to the occurrence of such fact, event or change, untrue or incorrect; and (ii) any breach by MX or any of its Subsidiaries of any covenant or agreement contained in this Agreement; or (iii) any death, resignation, termination of employment or other departure of any senior officer of MX or any of its Subsidiaries.

MX hereby further covenants and agrees in favour of TSX that MX shall use commercially reasonable efforts in its capacity as a shareholder or unitholder to ensure that CAREX and BOX do or refrain from doing all such acts and things as may be necessary in order to comply with this Section 5.2, as if all references therein to “Subsidiaries” were also references to “CAREX” or “BOX”, as the case may be.

5.3 Operation of Business by MX

MX hereby covenants and agrees in favour of TSX that, from the date hereof until the earlier of: (i) the Effective Date; or (ii) the date this Agreement is terminated pursuant to its terms, except as provided in the MX Disclosure Letter, consented to in writing by TSX, such consent not to be unreasonably withheld, or as is otherwise expressly permitted or specifically contemplated by this Agreement or as is otherwise required by applicable Law or a Governmental Entity:

5.3.1 the business of MX and its Subsidiaries shall be conducted only, and MX and its Subsidiaries shall not take any action except, in the usual and ordinary course of business and consistent with past practice, and MX shall use commercially reasonable efforts to maintain and preserve its and its Subsidiaries’ current business organizations, assets, properties, goodwill and business relationships and to keep available the services of its current officers and key employees, in each case, consistent with past practice;

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5.3.2	MX shall not, and shall not permit any of its Subsidiaries to, directly or indirectly: (i) amend its articles, charter or by-laws or other comparable organizational documents; (ii) declare, set aside or pay any dividend or other distribution or payment (whether in cash, shares or property) in respect of the MX Shares owned by any Person or the securities of any Subsidiary owned by a Person other than MX except for, in the case of any Subsidiary wholly-owned by MX, any dividends payable to MX or any other wholly-owned Subsidiary of MX; (iii) adjust, subdivide, combine or reclassify its share capital; (iv) issue, grant, sell or pledge or agree to issue, grant, sell or pledge any securities of MX or its Subsidiaries, or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, securities of MX or its Subsidiaries, other than the issuance of MX Shares issuable pursuant to the terms of the outstanding MX Options and MX Rights; (v) redeem, purchase or otherwise acquire or subject to a Lien any of its outstanding securities or securities convertible or exchangeable into or exercisable for any such securities, unless otherwise required by the terms of such securities and other than in transactions between two or more MX wholly-owned Subsidiaries or between MX and a MX wholly-owned Subsidiary; (vi) amend or modify the terms of any of its securities; (vii) adopt a plan of liquidation or resolution providing for the liquidation or dissolution of MX or any of its Subsidiaries; (viii) make any change in its accounting methods or policies, in each case except as required in accordance with GAAP or applicable Laws; (ix) make any material Tax election or settle or compromise any material Tax liability; or (x) enter into, modify or terminate any Contract with respect to any of the foregoing;
5.3.3	MX shall promptly notify TSX in writing of any circumstance or development that, to the knowledge of MX, is or would reasonably be expected to constitute a Material Adverse Effect on MX or any change in any material fact set forth in the MX Public Disclosure Record or in the MX Disclosure Letter;
5.3.4	MX shall not, and shall not permit any of its Subsidiaries to, directly or indirectly: (i) sell, pledge, lease, license, dispose of or encumber any assets (including the capital stock of any Subsidiary or of CAREX) of MX or of any Subsidiary, except in the ordinary course of business consistent with past practice; (ii) sell, pledge, lease, license, dispose of or encumber its securities or units in BOX; (iii) acquire (by merger, amalgamation, consolidation or acquisition of shares or assets or otherwise) any corporation, partnership or other business organization or division thereof or any property or asset, or make any investment either by the purchase of securities, contributions of capital (other than to wholly-owned Subsidiaries), property transfer, or purchase of any property or assets of any other Person with a fair market value, individually or in the aggregate, in excess of $4.0 million; (iv) incur any Indebtedness or issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other Person, or make any loans or advances, except for (a) refinancing of existing debt on substantially market terms and (b) Indebtedness incurred in the ordinary course of business not to exceed $300,000 in the aggregate; (v) pay, discharge or satisfy any claims, liabilities or obligations other than the payment,

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discharge or satisfaction of liabilities reflected or reserved against in the MX Financial Statements; (vi) waive, release, grant or transfer any rights; (vii) enter into a new line of business; (viii) authorize any change to any of its fee schedules other than in the ordinary course of business consistent with past practice; or (ix) authorize or propose any of the foregoing, or enter into or modify any Contract to do any of the foregoing; other than, in respect of clauses (v) and (vi) in respects of claims, liabilities, obligations or rights not to exceed $300,000 in the aggregate;

5.3.5	MX shall not, and shall not permit any of its Subsidiaries to, directly or indirectly: (i) enter into any agreement that if entered into prior to the date hereof would be an MX Material Contract; (ii) amend in any material respect any MX Material Contract; (iii) enter into any Contract that limits or otherwise restricts in any material respect MX or any of its Subsidiaries or any of their successors, or that would, after the Effective Date, limit or otherwise restrict in any material respect TSX or any of its Subsidiaries or any of their successors, from engaging or competing in any line of business or in any geographic area or from operating their business in substantially the same manner as it was operated immediately prior to entering into this Agreement; or (iv) terminate, cancel or amend in any material respect any Material Contract;
5.3.6	other than as is necessary to comply with applicable Laws or Contracts, or in accordance with any incentive or compensation arrangement in effect on the date hereof, or as otherwise agreed by TSX, neither MX nor any of its Subsidiaries: (i) shall grant to any officer or director of MX or any of its Subsidiaries an increase in compensation in any form; (ii) grant any general salary increase; (iii) take any action with respect to the grant of any severance or termination pay not in accordance with existing policies; (iv) enter into or amend any employment agreement with any officer or director of MX or any of its Subsidiaries; (v) increase any benefits payable under its current severance or termination pay policies; or (vi) adopt or materially amend or make any contribution to any MX plan or other bonus, profit sharing, option, pension, retirement, deferred compensation, insurance, incentive compensation, compensation or other similar plan, agreement, trust, fund or arrangement for the benefit of directors, officers or employees or former directors, officers, employees of MX or any of its Subsidiaries, other than, in respect of clauses (i), (ii), (iv) and (v), in the ordinary course of business consistent with existing policies and practices;
5.3.7	MX shall not, and shall not permit any of its Subsidiaries to, make any material loan, advances or capital contributions to, or investments in, any other Person other than to wholly-owned Subsidiaries or make any loans to any officer or director of MX or any of its Subsidiaries;
5.3.8	MX shall not, and shall not permit any of its Subsidiaries to, waive, release, settle or compromise: (i) any material Legal Actions or any material claim; or (ii) any Legal Action that is brought by any current, former or purported holder of any securities of MX in its capacity as such and that (a) requires any payment to such security holders by MX or any Subsidiary or (b) adversely affects in any material

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respect the ability of MX and the Subsidiaries to conduct their business, other than, in the case of clauses (i) and (ii)(a), such settlements or compromises that do not require payments by MX in excess of $500,000; and

5.3.9 MX shall not terminate or cancel, or allow to lapse or amend or modify in any material respect, any material insurance policies maintained by it covering MX or any of its Subsidiaries, including directors’ and officers’ insurance, which is not replaced by a comparable amount of insurance coverage on comparable terms; provided that, subject to Section 5.10, none of MX or any of its Subsidiaries shall obtain or renew any insurance (or re-insurance) policy for a term exceeding 12 months.

MX hereby further covenants and agrees in favour of TSX that MX shall use commercially reasonable efforts in its capacity as a shareholder or unitholder to ensure that CAREX and BOX do or refrain from doing all such acts and things as may be necessary in order to comply with this Section 5.3 as if all references therein to “Subsidiaries” were also references to “CAREX” or “BOX”, as the case may be.

5.4 Covenants of TSX

TSX hereby covenants and agrees in favour of MX that, from the date hereof until the earlier of: (i) the Effective Date; or (ii) the date this Agreement is terminated pursuant to its terms, TSX shall perform, and shall cause its Subsidiaries to perform, all obligations required to be performed by TSX or any of its Subsidiaries under this Agreement and shall do all such other acts and things as may be necessary in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby, and, without limitation, TSX shall, and where appropriate shall cause its Subsidiaries to:

5.4.1	use commercially reasonable efforts to: (i) defend all lawsuits or other legal, regulatory or other proceedings to which it is a party challenging or affecting this Agreement, the Amalgamation or the consummation of the transactions contemplated hereby; and (ii) have lifted or rescinded any injunction or restraining order or other order relating to TSX or any of its Subsidiaries challenging or affecting this Agreement, the Amalgamation or the consummation of the transactions contemplated hereby;
5.4.2	use commercially reasonable efforts to comply promptly with all requirements which applicable Laws may impose on TSX or its Subsidiaries with respect to the transactions contemplated hereby;
5.4.3	not, and cause each of its Subsidiaries not to, enter into any transaction or perform any act which would: (i) interfere or be inconsistent with the successful completion of the Amalgamation; (ii) render incorrect any of the representations and warranties set forth herein if such representations and warranties were made at a date subsequent to such transaction or act and all references to the date hereof were to such later date; or (iii) adversely affect TSX’s ability to perform and comply with its covenants and agreements under this Agreement;

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5.4.4

promptly advise, first orally and then in writing, MX of: (i) any fact, event or any change occurring after the date hereof that would render any representation or warranty of TSX contained in this Agreement, except any such representation or warranty which speaks as of a date prior to the occurrence of such fact, event or change, untrue or incorrect; and (ii) any breach by TSX or any of its Subsidiaries of any covenant or agreement contained in this Agreement; and

5.4.5

TSX will, immediately prior to the filing of the Articles of Amalgamation, provide the Depository with sufficient funds and a treasury order relating to the issuance of a sufficient number of TSX Shares required to effect payment in full of the aggregate consideration to be paid pursuant to the Amalgamation.

5.5 Operation of Business by TSX

TSX hereby covenants and agrees in favour of MX that, from the date hereof until the earlier of: (i) the Effective Date; or (ii) the date this Agreement is terminated pursuant to its terms, except as provided in the TSX Disclosure Letter, consented to in writing by MX, such consent not to be unreasonably withheld, or as is otherwise expressly permitted or specifically contemplated by this Agreement or as is otherwise required by applicable Law or a Governmental Entity:

5.5.1

the business of TSX and its Subsidiaries shall be conducted only, and TSX and its Subsidiaries shall not take any action except, in the usual and ordinary course of business and consistent with past practice, and TSX shall use commercially reasonable efforts to maintain and preserve its and its Subsidiaries’ current business organizations, assets, properties, goodwill and business relationships;

5.5.2

TSX shall not, and shall not permit any of its Subsidiaries to, directly or indirectly: (i) amend its articles, charter or by-laws or other comparable organizational documents; (ii) declare, set aside or pay any dividend or other distribution or payment (whether in cash, shares or property) in respect of the TSX Shares owned by any Person or the securities of any Subsidiary owned by a Person other than TSX except for, in the case of any Subsidiary wholly-owned by TSX, any dividends payable to TSX or any other wholly-owned Subsidiary of TSX; provided, that TSX may pay quarterly cash dividends consistent with past practice; (iii) adjust, subdivide, combine or reclassify its share capital; (iv) issue, grant, sell or agree to issue, grant or sell any shares of TSX or its Subsidiaries, or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, securities of TSX or its Subsidiaries, other than the issuance of TSX Shares issuable pursuant to the terms of the outstanding TSX Options or the issuance, sale or transfer to TSX or any Subsidiary of TSX of shares of the Subsidiaries of TSX, or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire any such shares; or (v) adopt a plan of liquidation or resolution providing for the liquidation or dissolution of TSX or any of its operating Subsidiaries; (vi) make any change in its accounting methods or policies, in each case except as required in accordance with GAAP or applicable Laws;

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5.5.3	TSX shall promptly notify MX in writing of any circumstance or development that, to the knowledge of TSX, is or would reasonably be expected to constitute a Material Adverse Effect on TSX or any change in any material fact set forth in the TSX Public Disclosure Record or in the TSX Disclosure Letter;
5.5.4	TSX shall not, and shall not permit any of its Subsidiaries to, directly or indirectly: (i) sell, lease, license, dispose of or encumber any material assets (including the capital stock of any Subsidiary) of TSX or of any Subsidiary, except in the ordinary course of business consistent with past practice; (ii) enter into any merger, amalgamation, consolidation or acquisition of shares or assets of any other Person (a) with a fair market value in excess of $400.0 million in the aggregate or (b) if such merger, amalgamation, consolidation or acquisition would reasonably be expected to have the legal or practical effect of delaying or preventing, or reducing the likelihood of consummation of the Amalgamation or the obtaining of any regulatory or other consent or approval contemplated hereby prior to the Target Completion Date; or (iii) authorize or propose any of the foregoing, or enter into or modify any Contract to do any of the foregoing; and
5.5.5	other than in the ordinary course of business consistent with past practice, TSX shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into any Contract that limits or otherwise restricts in any material respect TSX or any of its Subsidiaries or any of their successors, or that would, after the Effective Date, limit or restrict in any material respect TSX or any of its Subsidiaries or any of their successors, from engaging or competing in any line of business or in any geographic area or which would reasonably be expected to result in a Material Adverse Effect on TSX or Amalco.

5.6 Covenants of MX Regarding Non-Solicitation

5.6.1

Except as expressly permitted in Sections 5.6 and 5.7, MX shall not, directly or indirectly, through any officer, director, employee, representative (including financial or other advisor) or agent of MX or any of its Subsidiaries (collectively, “Representatives”), (i) solicit, assist, initiate, encourage or otherwise facilitate (including by way of furnishing information, soliciting proxies (within the meaning of the Securities Act) or entering into any form of Contract) any inquiries, submissions, proposals or offers regarding any Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; (iii) make a Change in Recommendation; (iv) accept, approve, endorse or recommend any Acquisition Proposal or propose to publicly do so; or (v) accept, approve, endorse or enter into any Contract in respect of any Acquisition Proposal (other than a confidentiality agreement permitted by Sections 5.6.1 and 5.6.5).

Notwithstanding the preceding part of this Section 5.6.1 and any other provision of this Agreement, nothing shall prevent the Board of Directors, prior to the approval of the Amalgamation Resolution by MX Shareholders, from considering, participating in any discussions or negotiations, or entering into a

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confidentiality agreement on terms that are no less favourable to MX in the aggregate than the Confidentiality Agreement, and providing information pursuant to Section 5.6.5, regarding a bona fide Acquisition Proposal that the Board of Directors determines would be reasonably likely to result in a Superior Proposal.

5.6.2	MX hereby represents and warrants in favour of TSX that as of this date, there is no Acquisition Proposal which it is currently considering and MX shall and shall cause its Subsidiaries and Representatives to immediately cease and cause to be terminated any solicitation, discussion or negotiations with any Persons conducted heretofore by MX, its Subsidiaries or any Representatives with respect to any Acquisition Proposal.
5.6.3	MX hereby covenants and agrees to promptly (and in any event within 24 hours) notify TSX, at first orally and then in writing, of any Acquisition Proposal, or any amendments to the foregoing, or any request for non-public information relating to MX or any of its Subsidiaries in connection with an Acquisition Proposal or for access to the properties, books or records of MX or any of its Subsidiaries by any Person that informs MX, any member of the Board of Directors or such Subsidiary that such Person is considering making, or has made, an Acquisition Proposal. Such notice shall include a description of the material terms and conditions of any proposal and provide such details of the proposal, inquiry or contact as TSX may reasonably request including the identity of the Person making such proposal, inquiry or contact.
5.6.4	MX further covenants and agrees to request forthwith, and use commercially reasonable efforts to cause, all Persons who have executed a confidentiality agreement within the period of 12 months preceding the date hereof in connection with any Acquisition Proposal: (i) to destroy all confidential MX information and confirm to MX in writing such destruction; or (ii) to return all confidential MX information to MX. MX agrees that neither it, nor any of its Subsidiaries, shall terminate, waive, amend, or modify any provision of any existing confidentiality agreement relating to an Acquisition Proposal or any standstill agreement to which it or its Subsidiaries is a party.
5.6.5	If MX receives a request for material non-public information from a Person who proposes a bona fide Acquisition Proposal in writing in respect of MX (the existence and content of which have been disclosed to TSX) prior to the approval of the Amalgamation Resolution by the MX Shareholders, and the Board of Directors determines that such proposal would be reasonably likely to result in a Superior Proposal then, and only in such case, the Board of Directors may, subject to the execution by such Person of a confidentiality agreement on terms that are no less favourable to MX in the aggregate than the Confidentiality Agreement provide such Person with access to information regarding MX or any of its Subsidiaries; provided, however, that the Person making the Acquisition Proposal shall not be precluded under any such confidentiality agreement from making the Acquisition Proposal, and provided further that MX sends a copy of any such

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confidentiality agreement to TSX promptly upon its execution and that TSX is provided with a list of or, in the case of information that was not previously made available to TSX, copies of any information provided to such Person.

5.6.6

Nothing contained in this Agreement, including this Section 5.6, shall prevent or restrict: (a) NYMEX Holdings, Inc. or any affiliate thereof from initiating an Acquisition Proposal; or (b) prohibit the Board of Directors from taking any action to fulfill its disclosure or legal obligations to MX Shareholders prior to the Effective Date, if in the good faith judgement of the Board of Directors, after consultation with outside legal counsel, failure to take such action or make such disclosure would reasonably be expected to be inconsistent with the Board of Directors’ exercise of its fiduciary duties or such action or disclosure is otherwise required under applicable Law (including without limitation issuing a directors’ circular under applicable securities Laws or calling and holding a meeting of MX Shareholders requisitioned by such MX Shareholders in accordance with the Companies Act); provided MX and its Representatives (other than the NYMEX Holdings, Inc. representative on the Board of Directors) are not otherwise in breach of this Section 5.6.

5.6.7

MX shall use commercially reasonable efforts to ensure that its Representatives are aware of the provisions of this Section 5.6, and it shall be responsible for any breach of this Section 5.6 by its Representatives.

5.7 Notice by MX of Superior Proposal Determination

5.7.1 Notwithstanding Section 5.6.1, MX shall not, accept, approve, recommend or enter into any Contract relating to an Acquisition Proposal (other than a confidentiality agreement contemplated by Section 5.6.5) and the Board of Directors shall not make a Change in Recommendation unless:

(i)	the Acquisition Proposal did not result from a wilful and intentional breach of Section 5.6 by MX or any Person acting at the direction of or on behalf of MX;
(ii)	the Board of Directors shall have determined that such Acquisition Proposal constitutes a Superior Proposal;
(iii)	MX has provided TSX with a copy of such Acquisition Proposal;
(iv)	a period (the “Matching Period”) of five Business Days has lapsed from the date (the “Notice Date”) that is the later of (a) the date TSX received written notice of MX’s proposed determination to take such action; and (b) the date TSX received a copy of the Acquisition Proposal;
(v)	during the Matching Period, TSX has the opportunity (but not an obligation) to offer to amend the terms and conditions of this Agreement and the Amalgamation Agreement such that the Acquisition Proposal would cease to be a Superior Proposal;

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(vi)	after the Matching Period, the Board of Directors (a) determines that such Acquisition Proposal continues to constitute a Superior Proposal; and (b) determines in good faith, after consultation with outside legal counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law;
(vii)	prior to or simultaneously with taking such action, MX (a) terminates this Agreement pursuant to Section 7.2.1(d)(i); and (b) pays the Termination Fee pursuant to Section 7.3.1(a); and
(viii)	each successive material modification (including any increase in the proposed price) of any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of this Section 5.7.1, provided that the Matching Period in respect of such new Acquisition Proposal shall extend only until the later of the end of the initial five Business Day Matching Period and 48 hours after the Notice Date in respect of the modification of the Acquisition Proposal.

5.7.2

If the Notice Date is less than five Business Days before the MX Meeting and TSX has not made an offer to amend the terms of this Agreement and the Amalgamation Agreement as set forth in Section 5.7.1, then, subject to applicable Law, MX may or, at TSX’s request shall, postpone or adjourn the MX Meeting to a date that is at least five Business Days but not more than ten Business Days after the scheduled date of the MX Meeting.

5.7.3

MX shall promptly reaffirm its recommendation of the Amalgamation Resolution by press release after: (i) any Acquisition Proposal (which is determined not to be a Superior Proposal) is publicly announced or made; or (ii) TSX and MX enter into amended agreements under Section 5.7.1; any such press release shall be prepared in accordance with Section 8.6.

5.8 Access to Information

Notwithstanding the pre-agreement investigation of MX conducted by or on behalf of TSX, MX shall give TSX and its representatives (including prospective lenders) reasonable ongoing access during the term of this Agreement, upon reasonable notice to MX, to all of MX’s, its Subsidiaries, and CAREX’s material information, senior personnel, material properties, books, records, agreements and commitments, as TSX may reasonably require, on and subject to the terms set forth in the Confidentiality Agreement. In addition, MX shall co-operate with TSX and any such authorized Persons in their review and furnish such Persons with all material information with respect to MX, its Subsidiaries and CAREX and their ongoing operations and activities as TSX or any authorized Person may reasonably request, provided that TSX shall designate the individual or individuals to co-ordinate such access and further provided that TSX shall not disrupt the normal business operations of MX, its Subsidiaries or CAREX. The provisions of the Confidentiality Agreement shall continue to apply, mutatis mutandis, to all information so provided to TSX.

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5.9 Continuity and Other Covenants

5.9.1	At the Effective Date, TSX shall cause Mr. Luc Bertrand and four other persons designated by MX prior to mailing of the Circular (the “MX Nominees”), each of which shall meet the eligibility requirements of an MX Nominee described in Schedule 4.2, to join the board of directors of TSX, the membership of which shall be increased to 18 directors.
5.9.2	From and after the Effective Date, TSX shall:

(a)	in the usual and ordinary course of business consistent with past practice, convene an annual and special meeting of the TSX Shareholders in connection with which it shall propose that the name of TSX be changed to “TMX Group Inc.”; and
(b)	comply with the terms of the Québec Approvals in accordance with their terms and conditions, as the same may continue to be applicable to TSX.

5.9.3 On the opening of the first TSX trading window following the Effective Date, TSX will grant the individuals listed in the TSX Disclosure Letter who are then employed by Amalco a one-time award under TSX’s long term incentive program on the terms set forth in the TSX Disclosure Letter, in recognition of the continuing services of such individuals to Amalco.

5.10 Director and Officer Liability

5.10.1 From and after the Effective Date, TSX shall, and shall cause Amalco to, indemnify and hold harmless, to the fullest extent permitted under applicable Laws (and to also advance expenses as incurred to the fullest extent permitted under applicable Laws), each present and former director and officer of MX and its Subsidiaries (each, an “Indemnified Person”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Person’s service as a director or officer of MX or its Subsidiaries or services performed by such Persons at the request of the MX or its Subsidiaries at or prior to the Effective Date, whether asserted or claimed prior to, at or after the Effective Date, including the approval of this Agreement, the Amalgamation or the other transactions contemplated by this Agreement or arising out of or related to this Agreement and the transactions contemplated hereby. Neither TSX nor MX shall settle, compromise or consent to the entry of any judgment in any claim, action, suit, proceeding or investigation or threatened claim, action, suit, proceeding or investigation without the consent of an Indemnified Person (such consent not to be unreasonably withheld) (i) unless such settlement, compromise or consent includes an unconditional release of such Indemnified Person (which release shall be in form and substance reasonably satisfactory to such Indemnified Person) from all liability arising out of such

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action, suit, proceeding, investigation or claim or (ii) that includes an admission of fault of such Indemnified Person.

5.10.2	Prior to the Effective Date, MX shall and, if MX is unable to, TSX shall cause Amalco as of the Effective Date, to obtain and fully pay the premium for the extension and amendment of (i) the directors’ and officers’ liability coverage of MX’s existing directors’ and officers’ insurance policies and (ii) MX’s existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period of at least six years from and after the Effective Date with respect to any claim related to any period or time at or prior to the Effective Date from an insurance carrier with the same or better credit rating as MX’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability acceptable to TSX, acting reasonably, that are no less advantageous than the coverage provided under MX’s existing policies with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director or officer of MX or any of its Subsidiaries by reason of him or her serving in such capacity that existed or occurred at or prior to the Effective Date (including in connection with this Agreement or the transactions or actions contemplated hereby). If MX for any reason fails to obtain such “tail” or “run off” insurance policies as of the Effective Date, MX or Amalco, as the case may be, shall continue to maintain in effect for a period of at least six years from and after the Effective Date the D&O Insurance in place as of the date hereof with terms, conditions, retentions and limits of liability that are no less advantageous than the coverage provided under MX’s existing policies as of the date hereof, or MX or Amalco, as the case may be, shall purchase comparable D&O Insurance for such six-year period with terms, conditions, retentions and limits of liability that are at least as favorable as provided in MX’s existing policies as of the date hereof; provided that in no event shall TSX, MX or Amalco be required to expend for such policies pursuant to this sentence an annual premium amount in excess of 150% of the annual premiums currently paid by MX for such insurance; and provided, further, that if the annual premiums of such insurance coverage exceed such amount, MX shall obtain a policy with the greatest coverage available for a cost not exceeding such amount.
5.10.3	If MX or any of its successors or assigns shall (i) amalgamate, consolidate with or merge or wind-up into any other Person and shall not be the continuing or surviving corporation or entity or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of MX shall assume all of the obligations set forth in this Section 5.10.
5.10.4	If any Indemnified Person makes any claim for indemnification or advancement of expenses under this Section 5.10 that is denied by MX (or Amalco, as the case may be) or TSX, and a court of competent jurisdiction determines that the Indemnified Person is entitled to such indemnification, then MX (or Amalco, as

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the case may be) or TSX shall pay such Indemnified Person’s costs and expenses, including reasonable legal fees and expenses, incurred in connection with pursuing such claim against MX (or Amalco, as the case may be) or TSX.

5.10.5

The rights of the Indemnified Persons under this Section 5.10 shall be in addition to any rights such Indemnified Persons may have under the articles of incorporation or bylaws of MX or any of its Subsidiaries, or under any Applicable Law or under any agreement or contract of any Indemnified Person with MX or any of its Subsidiaries. All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Date and rights to advancement of expenses relating thereto now existing in favor of any Indemnified Person as provided in the certificate of incorporation or bylaws of MX or of any Subsidiary of MX or any indemnification contract or agreement between such Indemnified Person and MX or any of its Subsidiaries shall survive the Effective Date and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Person.

5.10.6

This Section 5.10 shall survive the consummation of the Amalgamation and is intended to be for the benefit of, and shall be enforceable by, the Indemnified Persons and their respective heirs, executors, administrators and personal representatives and shall be binding on MX and its successors and assigns, and, for such purpose, MX hereby confirms that it is acting as agent on behalf of the Indemnified Persons.

5.11 Employee Matters

From and after the Effective Date, TSX shall honour and perform, or cause Amalco or a successor to Amalco, as the case may be, to honour and perform, all of the obligations of the MX and any of its Subsidiaries under employment and other agreements with current or former employees, and for a period of 12 months following the Effective Date, subject to Section 2.7 and the TSX Disclosure Letter, shall provide MX employees with benefits that are substantially equivalent to those provided by MX under the MX Plans. From and after the Effective Date, TSX shall also use commercially reasonable efforts in its capacity as a shareholder or unitholder to ensure that CAREX and BOX do or refrain from doing all such acts and things as may be necessary in order to comply with this Section 5.11 as if all references therein to “Subsidiaries” were also references to “CAREX” or “BOX”, as the case may be; provided that no provision of this Section 5.11 shall give any employees of MX or any of its Subsidiaries (including CAREX and BOX) any right to continued employment or impair in any way the right of MX or any of its Subsidiaries (including CAREX and BOX) to terminate the employment of any employees.

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ARTICLE 6
CONDITIONS

6.1 Mutual Conditions Precedent

The respective obligations of the parties hereto to complete the Amalgamation and the other transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Effective Date, of the following conditions precedent, each of which may be waived only by the mutual consent of TSX and MX:

6.1.1	the Amalgamation Resolution shall have been approved at the MX Meeting by: (i) at least two-thirds of the votes cast on the Amalgamation Resolution by MX Shareholders, present in person or represented by proxy at the MX Meeting; and (ii) any majority of the minority of MX Shareholders that may be required to comply with any securities Laws;
6.1.2	the Regulatory Approvals shall have been obtained in accordance with Article 4;
6.1.3	there shall be no proceeding, of a judicial or administrative nature or otherwise in progress (or threatened in writing by a Governmental Entity) that relates to or results from the transactions contemplated by this Agreement that would, if successful, result in an order or ruling that would: (i) reasonably be expected to cease trade, enjoin, prohibit or impose material limitations or conditions on the completion of the Amalgamation in accordance with its terms; or (ii) otherwise be inconsistent with the Regulatory Approvals which have been obtained;
6.1.4	no applicable Law shall be in effect that prohibits the consummation of the Amalgamation; and
6.1.5	this Agreement shall not have been terminated in accordance with its terms.

6.2 Additional Conditions Precedent to the Obligations of TSX

The obligations of TSX to complete the Amalgamation and the other transactions contemplated by this Agreement shall also be subject to the satisfaction, on or before the Effective Date, of the following conditions precedent (each of which is for TSX’s exclusive benefit and may be waived by TSX and any one or more of which, if not satisfied or waived, will relieve TSX of any obligation under this Agreement):

6.2.1 all acts, undertakings, obligations, agreements and covenants of MX under this Agreement or under the Amalgamation Agreement to be performed on or before the Effective Date shall have been duly performed in all material respects by MX and TSX shall have received a certificate of MX addressed to TSX and dated as of the Effective Date, signed on behalf of MX by the Chief Executive Officer and the Chief Financial Officer of MX, without personal liability, confirming the same;

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6.2.2 all representations and warranties of MX under paragraphs 3.1.1, 3.1.2 and 3.1.5 of Schedule 3.1 shall be true and correct in all respects on the Effective Date. All other representations and warranties of MX set forth in this Agreement shall be true and correct in all respects, without regard to any materiality or Material Adverse Effect standard, as of the Effective Date as if made on and as of such date (except to the extent such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct in all respects as of such earlier date), except where the failure or failures of all such representations and warranties to be so true and correct in all respects would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and TSX shall have received a certificate of MX, addressed to TSX and dated as of the Effective Date, signed on behalf of MX by the Chief Executive Officer and the Chief Financial Officer of MX, without personal liability, confirming the same; and

6.2.3 the 1999 Agreement shall have been terminated, in accordance with its terms effective as at the Effective Date.

TSX may not rely on the failure to satisfy any of the above conditions precedent as a basis for non-compliance by TSX with its obligations under this Agreement if the condition precedent would have been satisfied but for a default by TSX in complying with its obligations hereunder.

6.3 Additional Conditions Precedent to the Obligations of MX

The obligations of MX to complete the Amalgamation and the other transactions contemplated by this Agreement shall also be subject to the satisfaction, on or before the Effective Date, of the following conditions precedent (each of which is for the exclusive benefit of MX and may be waived by MX and any one or more of which, if not satisfied or waived, will relieve MX of any obligation under this Agreement):

6.3.1

all acts, undertakings, obligations, agreements and covenants of TSX under this Agreement or under the Amalgamation Agreement to be performed on or before the Effective Date shall have been duly performed in all material respects by TSX and MX shall have received a certificate of TSX addressed to MX and dated as of the Effective Date, signed on behalf of TSX by the Chief Executive Officer and the Chief Financial Officer of TSX, without personal liability, confirming the same;

6.3.2

all representations and warranties of TSX under paragraphs 3.2.1 and 3.2.2 of Schedule 3.2 shall be true and correct in all respects on the Effective Date. All other representations and warranties of TSX set forth in this Agreement shall be true and correct in all respects, without regard to any materiality or Material Adverse Effect standard, as of the Effective Date as if made on and as of such date (except to the extent such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct in all respects as of such earlier date), except where the failure or failures of all such representations and warranties to be so true and correct in all respects

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would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and MX shall have received a certificate of TSX, addressed to MX and dated as of the Effective Date, signed on behalf of TSX by the Chief Executive Officer and the Chief Financial Officer of TSX, without personal liability, confirming the same;

6.3.3 the board of directors of TSX and TSX Subco, as the case may be, shall have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by TSX and TSX Subco, as the case may be, to permit the Amalgamation and the redemption of the Amalco Redeemable Shares to be issued to MX Shareholders upon the Amalgamation in accordance with the Articles of Amalgamation; and

6.3.4 TSX shall have deposited with the Depositary in escrow immediately prior to the time of filing of the Articles of Amalgamation the funds and a treasury order relating to the issuance of a sufficient number of TSX Shares required to effect payment in full of the aggregate consideration to be paid pursuant to the Amalgamation and the Depositary shall have confirmed to MX receipt of the funds and the TSX Shares.

MX may not rely on the failure to satisfy any of the above conditions precedent as a basis for non-compliance by MX with its obligations under this Agreement if the condition precedent would have been satisfied but for a default by MX in complying with its obligations hereunder.

6.4 Notice and Cure Provisions

MX, on the one hand, and TSX, on the other hand, will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the Effective Date, of any event or state of facts which occurrence or failure would, or would be likely to:

6.4.1	constitute a material breach of any of its representations or warranties contained herein or which would cause such representations and warranties to be untrue or incorrect in any material respect on the Effective Date; or
6.4.2	result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by the other hereunder prior to the Effective Date.

Neither MX nor TSX may elect not to complete the Amalgamation or the other transactions contemplated hereby pursuant to any of the conditions precedent contained in Sections 6.1, 6.2 or 6.3, or exercise any termination right arising therefrom, unless forthwith and in any event prior to the filing of the Articles of Amalgamation with the Enterprise Registrar, MX or TSX, as the case may be, has delivered a written notice to the other specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which MX or TSX, as the case may be, is asserting as the basis for the non-fulfilment of the applicable condition precedent or the exercise of the termination right, as the case may be. If any such notice is delivered, provided that the MX or TSX, as the case may be, is proceeding diligently to cure such matter, if

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such matter is susceptible to being cured, the other may not terminate this Agreement until the later of the Target Completion Date and the expiration of a period of 30 days from such notice.

6.5 Satisfaction of Conditions

The conditions precedent set out in Sections 6.1, 6.2 and 6.3 shall be conclusively deemed to have been satisfied, waived or released when, with the agreement of MX or TSX, a Certificate of Amalgamation is issued by the Enterprise Registrar.

ARTICLE 7
AMENDMENT AND TERMINATION

7.1 Amendment

This Agreement and the Amalgamation Agreement may, at any time and from time to time before or after the holding of the MX Meeting but not later than the date of filing of the Articles of Amalgamation with the Enterprise Registrar, be amended by mutual written agreement of the parties hereto, and any such amendment may, without limitation:

7.1.1	change the time for performance of any of the obligations or acts of the parties;
7.1.2	waive any inaccuracies or modify any representation or warranty contained herein or in any document delivered pursuant hereto;
7.1.3	waive compliance with or modify any of the covenants herein contained and waive or modify performance of any of the obligations of the parties; and
7.1.4	waive compliance with or modify any conditions precedent herein contained;

provided that, notwithstanding the foregoing, the terms of this Agreement shall not be amended after the holding of the MX Meeting in a manner materially prejudicial to the MX Shareholders without the approval of the MX Shareholders given in the same manner as required by Law for the approval of the Amalgamation.

7.2 Termination

7.2.1 This Agreement may be terminated and the Amalgamation may be abandoned at any time prior to the Effective Date (notwithstanding any approval of the Amalgamation Resolution or the Amalgamation by the MX Shareholders):

(a) by the mutual agreement of MX and TSX (without further action on the part of MX Shareholders, if terminated after the holding of the MX Meeting);

(b) by either MX or TSX, if:

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(i)	the Effective Date shall not have occurred on or before the Target Completion Date, except that the right to terminate this Agreement under this Section 7.2.1(b)(i) shall not be available to any party whose failure to fulfill any of its obligations has been the cause of, or resulted in, the failure of the Effective Date to occur by such date;
(ii)	after the date hereof, there shall be enacted or made any applicable Law (or any such applicable Law shall been amended) that makes consummation of the Amalgamation illegal or otherwise prohibited or enjoins MX or TSX from consummating the Amalgamation and such applicable Law (if applicable) or enjoinment shall have become final and non-appealable; or
(iii)	the MX Shareholders fail to approve the Amalgamation Resolution at the MX Meeting;

(c) by TSX if:

(i)	prior to obtaining the approval of the Amalgamation Resolution by the MX Shareholders, the Board of Directors publicly proposes to approve or recommend an Acquisition Proposal, withdraws, amends, modifies or qualifies, in a manner adverse to TSX, the approval or recommendation of the Board of Directors in relation to the Amalgamation or fails to publicly reconfirm such approval or recommendation upon the reasonable request in writing from time to time of TSX (a “Change in Recommendation”) (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period of no more than ten Business Days following the formal announcement thereof, shall not be considered a Change in Recommendation);
(ii)	a breach of any representation or warranty or failure to perform any covenant or agreement on the part of MX set forth in this Agreement shall have occurred that would cause the conditions set forth in Section 6.1 or Section 6.2 not to be satisfied, and such conditions are incapable of being satisfied by the Target Completion Date; provided that TSX is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 6.1 or Section 6.3 not to be satisfied; or
(iii)	the Board of Directors authorizes MX, in accordance with the mechanisms contemplated by this Agreement, to enter into a written agreement (other than a confidentiality agreement permitted by Section 5.6.5) concerning a Superior Proposal; or

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(d) by MX if:

(i)	the Board of Directors authorizes MX, in accordance with the mechanisms contemplated by this Agreement, to enter into a written agreement (other than a confidentiality agreement permitted by Section 5.6.5) concerning a Superior Proposal; provided that concurrently with such termination, MX pays the Termination Fee payable pursuant to Section 7.3.1(a);
(ii)	a breach of any representation or warranty or failure to perform any covenant or agreement on the part of TSX set forth in this Agreement shall have occurred that would cause the conditions set forth in Section 6.1 or Section 6.3 not to be satisfied, and such conditions are incapable of being satisfied by the Target Completion Date; provided that MX is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 6.1 or Section 6.2 not to be satisfied; or
(iii)	TSX does not provide or cause to be provided to the Depository sufficient funds and a treasury order relating to the issuance of a sufficient number of TSX Shares to complete the transactions contemplated by this Agreement.

7.2.2

The party desiring to terminate this Agreement pursuant to this Article 7 (other than pursuant to Section 7.2.1(a)) shall give notice of such termination to the other party.

7.2.3

In the case of any termination of this Agreement pursuant to this Article 7, this Agreement shall be of no further force and effect except for Sections 7.3, 8.3, 8.7 and 8.8, which shall continue in full force and effect, and provided that no termination of this Agreement and no payment of any fee or any expense reimbursement under Section 7.3 shall relieve any party from liability for any breach of this Agreement or affect the obligations of the parties under the Confidentiality Agreement.

7.3 Expenses and Termination Fee

7.3.1 If a Termination Fee Event occurs, MX shall pay to TSX (by wire transfer of immediately available funds) the Termination Fee in accordance with Section 7.3.2. For the purposes of this Agreement, “Termination Fee” means $45.7 million, less any amounts previously reimbursed by MX to TSX pursuant to Section 7.3.3 and “Termination Fee Event” means:

(a) the termination of this agreement by TSX pursuant to Section 7.2.1(c)(i) or Section 7.2.1(c)(iii) or by MX pursuant to Section 7.2.1(d)(i); or

(b) the termination of this agreement by TSX pursuant to Section 7.2.1(c)(ii) or by either MX or TSX pursuant to 7.2.1(b)(i) or Section 7.2.1(b)(iii), but

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only if, in the case of this paragraph (b): (i) prior to the MX Meeting, an Acquisition Proposal shall have been made or publicly announced by any Person other than TSX; and (ii) an Acquisition Proposal is consummated within a period of 365 days from the date of exercise of such termination, or a definitive Contract with respect to an Acquisition Proposal is entered by MX within such 365 day period and such Acquisition Proposal is later consummated.

7.3.2

If a Termination Fee Event occurs due to a termination of this Agreement by MX pursuant to Section 7.2.1(d)(i), the Termination Fee shall be paid simultaneously with the occurrence of such Termination Fee Event. If a Termination Fee Event occurs due to a termination of this Agreement by TSX pursuant to Section 7.2.1(c)(i) or Section 7.2.1(c)(iii), the Termination Fee shall be paid within two Business Days following such Termination Fee Event. If a Termination Fee Event occurs in the circumstances set out in Section 7.3.1(b), the Termination Fee shall be paid upon closing of the applicable acquisition referred to therein.

7.3.3

In the event that this Agreement is terminated by MX or TSX pursuant to Section 7.2.1(b)(iii), MX shall pay, or cause to be paid, to TSX all reasonable documented expenses, costs and fees of TSX and its affiliates incurred in connection with the transactions contemplated hereby and related financings, not to exceed $7.5 million, such payment to be made within two Business Days of any such termination or, if later, within two Business Days of TSX’s provision of documentation in respect of such expenses.

ARTICLE 8
GENERAL

8.1 Schedules

Any reference herein to a matter being disclosed or set forth in the MX Disclosure Letter or TSX Disclosure Letter shall mean disclosure in such section of such disclosure letter that corresponds to the relevant Section of this Agreement; provided, however, that the information provided in one section of the MX Disclosure Letter or TSX Disclosure Letter shall suffice, without repetition or cross-reference, as a disclosure of such information in any other relevant section of the MX Disclosure Letter or TSX Disclosure Letter, as the case may be, if the relevance of such reference would be reasonably apparent to a prudent reader of this Agreement, the relevant disclosure letter and the additional information (if any) referred to in the relevant disclosure letter. The inclusion of any information in the MX Disclosure Letter or TSX Disclosure Letter, as the case may be, shall not be deemed an admission or acknowledgement, in and of itself or solely by virtue of the inclusion of such information in the MX Disclosure Letter or TSX Disclosure Letter, as the case may be, that such information is required to be set forth therein or that such information is material to MX or TSX, as the case may be, or any entity related thereto or their respective business (or activities), assets or liabilities.

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8.2 Notices

All notices and other communications which may or are required to be given pursuant to any provision of this Agreement shall be given or made in writing and shall be deemed to be validly given if served personally, by telecopy or e-mail, in each case addressed to the particular party at:

8.2.1 TSX, as follows:

TSX Group Inc.
The Exchange Tower
130 King Street West
Toronto, Ontario M5X 1J2

Attention:      Sharon C. Pel
                      Senior Vice-President, Legal and
                      Business Affairs
Telecopier:   (416) 947-4461
E-mail:          sharon.pel@tsx.com

With a copy (which shall not constitute notice) to:

Davies Ward Phillips & Vineberg LLP
1501 McGill College Avenue
26^th Floor
Montréal, Québec H3A 3N9

Attention:      Maryse Bertrand
Telecopier:    (514) 841-6499
E-mail:           mbertrand@dwpv.com

8.2.2 MX, as follows:

Bourse de Montréal Inc.
Tour de la Bourse
P.O. Box 61, 4^th Floor
800 Victoria Square
Montréal, Québec H4Z 1A9

Attention:      Luc Bertrand
                      President and Chief Executive Officer
Telecopier:   (514) 871-3563
E-mail:          lbertrand@m-x.ca

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With a copy (which shall not constitute notice) to:

Ogilvy Renault LLP
Suite 1100
1981 McGill College Avenue
Montréal, Québec H3A 3C1

Attention:     Marc Lacourcière
Telecopier:   (514) 286-5474
E-mail:          mlacourciere@ogilvyrenault.com

or at such other address of which any party may, from time to time, advise the other parties by notice in writing given in accordance with the foregoing. The date of receipt of any such notice shall be deemed to be the date of delivery, telecopying or e-mailing thereof.

8.3 Assignment

This Agreement shall not be assigned by any party hereto without the prior written consent of the other parties, except that the TSX may assign this Agreement to any of its Affiliates without the prior consent of MX.

8.4 Cooperation / Further Assurances

Subject to the terms hereof, each of the parties hereto agrees to cooperate in good faith and to take commercially reasonable steps and actions after the date hereof, as are not adverse to the party requested to take any such step or action, to complete the Amalgamation and the other transactions contemplated hereby. Each party hereto shall, from time to time, and at all times hereafter, at the request of another party hereto, but without further consideration, do all such further acts and execute and deliver all such further documents and instruments as shall be reasonably required in order to fully perform, carry out or better evidence the terms and intent hereof.

8.5 Expenses

Except as otherwise provided at Section 7.3, each of the parties shall pay its own legal, financial, advisory, accounting and other costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and the Amalgamation and any other costs and expenses whatsoever and howsoever incurred.

8.6 Public Announcements

Except to the extent required by Law, no public announcement or press release concerning the matters referred to in this Agreement may be made by MX or TSX without the prior consent of the other party, such consent not to be unreasonably withheld or delayed. The parties also agree to co-operate in the preparation of presentations, if any, to MX Shareholders, TSX Shareholders or analysts regarding the Amalgamation and no party shall make a statement, announcement or presentation to MX Shareholders, TSX Shareholders or analysts without the prior consent of the other party, such consent not to be unreasonably withheld or delayed.

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8.7 Governing Law

This Agreement shall be governed by and construed in accordance with the Laws of Québec and the Laws of Canada applicable therein.

8.8 Forum; Jurisdiction

The parties hereby submit to the non-exclusive jurisdiction of the competent court in the judicial district of Montréal, Québec for any dispute, disagreement, controversy or claim arising out of or in connection with the transactions contemplated by this Agreement.

8.9 Invalidity of Provisions

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

8.10 Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall be deemed to constitute one and the same instrument.

8.11 Investigation by Parties

No investigations made by or on behalf of either party or any of their respective authorized agents at any time shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation, warranty or covenant made by the other party in or pursuant to this Agreement.

8.12 Time

Time shall be of the essence of this Agreement.

8.13 Amendments

This Agreement may not be modified, amended, altered or supplemented except in the manner contemplated herein and upon the execution and delivery of a written agreement executed by all parties.

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8.14 Specific Performance and other Equitable Rights

Each of the parties recognizes and acknowledges that TSX would not have agreed to pursue the Amalgamation, and MX would not have agreed to recommend that MX Shareholders vote in favour of the Amalgamation Resolution, unless this Agreement was executed and, accordingly, acknowledges and agrees that a breach by a party of any obligation in this Agreement will cause the other party to sustain injury for which it would not have an adequate remedy at Law for money damages. Therefore, each of the parties agrees that in the event of any such breach or threatened breach, the aggrieved party shall be entitled to specific performance of such obligation and provisional interlocutory and permanent injunctive relief and other equitable remedies in addition to any other remedy to which it may be entitled, at Law or in equity, and the parties further agree to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive relief or other equitable remedies.

8.15 No Third Parties Beneficiaries

This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, other than under Sections 5.10 and 5.11 (which are intended to be for the benefit of the Persons covered thereby and may be enforced by such Persons at any time).

8.16 Waiver

No waiver, whether by conduct or otherwise, of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provisions (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided in an instrument duly executed by the parties to be bound thereby.

8.17 Confidentiality

Without limiting any of the terms of the Confidentiality Agreement, except to the extent required by Law or by legal process, each of the parties agrees that the amalgamation plans, integration plans, changes in organizational structure and reporting relationships are confidential and may not be disclosed without the express consent of the other party’s chief executive officer, other than to members of their respective board of directors, legal counsel and financial advisors.

8.18 Language

The parties expressly acknowledge that they have requested that this Agreement and all ancillary and related documents thereto be drafted in the English language only. Les parties aux présentes reconnaissent avoir exigé que la présente entente et tous les documents qui y sont accessoires soient rédigés en anglais seulement.

(Signatures on next page)

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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first written above.

TSX GROUP INC.		BOURSE DE MONTRÉAL INC.
Per:	(signed) Richard Nesbitt	Per:	(signed) Luc Bertrand
	Richard Nesbitt		Luc Bertrand
	Chief Executive Officer		President and Chief Executive Officer

SCHEDULE A

SUPPORTING MX SHAREHOLDERS

1.	Luc Bertrand
2.	Stephen Wayne Finch
3.	Jean Turmel

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SCHEDULE 1.1.10

AMALGAMATION AGREEMENT

(see attached)

AMALGAMATION AGREEMENT

AMALGAMATION AGREEMENT made as of the 10^th day of December, 2007

AMONG:	9189-7058 QUÉBEC INC., a company incorporated under the laws of the Province of Québec having its registered office in the City of Montréal, Province of Québec, herein acting and represented by Richard Nesbitt, duly authorized for all purposes hereof (hereinafter referred to as “TSX Subco”)
AND:	BOURSE DE MONTRÉAL INC./ MONTRÉAL EXCHANGE INC., a company incorporated under the laws of the Province of Québec having its registered office in the City of Montréal, Province of Québec, herein acting and represented by Luc Bertrand, duly authorized for all purposes hereof (hereinafter referred to as “MX”)
AND:	TSX GROUP INC., a company incorporated under the laws of the Province of Ontario having its registered office in the City of Toronto, Province of Ontario, herein acting and represented by Richard Nesbitt, duly authorized for all purposes hereof (hereinafter referred to as “TSX”)
AND:	9190-1983 QUÉBEC INC., a company incorporated under the laws of the Province of Québec having its registered office in the City of Montréal, Province of Québec, herein acting and represented by Richard Nesbitt, duly authorized for all purposes hereof (hereinafter referred to as “TSX Newco”)

WHEREAS TSX Subco was incorporated under Part IA of the Companies Act (Québec) by certificate and articles of incorporation dated November 26, 2007;

WHEREAS MX was incorporated under Part IA of the Companies Act (Québec) by certificate and articles of incorporation dated September 29, 2000, which has been amended by certificate of amendment dated February 24, 2006;

WHEREAS the authorized capital of TSX Subco consists of (i) an unlimited number of class A common shares, (ii) an unlimited number of class B common shares, (iii) an unlimited number of class A preferred shares, (iv) an unlimited number of class B preferred shares, (v) an unlimited number of class C preferred shares and (vi) an unlimited number of class D preferred shares, all without par value, of which one (1) class A common share has been issued and alloted and is outstanding as fully paid and non-assessable and 428,200,000 class B common shares will be issued and allotted and outstanding as fully paid and non-assessable prior to the Amalgamation (as such term is defined below);

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WHEREAS the authorized capital of MX consists of (i) an unlimited number of preferred shares issuable in series and (ii) an unlimited number of common shares, all without par value, of which 30,655,683.334 common shares have been issued and allotted and are outstanding as at the date hereof as fully paid and non-assessable;

WHEREAS TSX and MX have entered into a combination agreement dated as of the date hereof with respect to the transactions contemplated herein (the “Combination Agreement”);

WHEREAS, as contemplated in the Combination Agreement, TSX Subco and MX, availing themselves of Part IA of the Companies Act (Québec), wish to amalgamate on the terms and conditions set forth herein and in the Combination Agreement;

WHEREAS the requirements of section 123.116 of the Companies Act (Québec) will be satisfied by Amalco (as defined below);

NOW THEREFORE this Agreement witnesses that, in consideration of the respective covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE 1
INTERPRETATION

1.1 Definitions

In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the following meanings, respectively:

1.1.1	“Amalco” means Bourse de Montréal Inc./ Montréal Exchange Inc., the company resulting from the Amalgamation;
1.1.2	“Amalgamation” means the amalgamation between TSX Subco and MX under Part IA of the Companies Act giving effect to the transactions described in this Agreement;
1.1.3	“Articles of Amalgamation” means the articles confirming the Amalgamation required under the Companies Act to be filed with the Enterprise Registrar, substantially in the form attached hereto as Schedule A;
1.1.4	“Business Day” means any day on which commercial banks are generally open for business in Montréal, Québec, and Toronto, Ontario other than a Saturday, a Sunday or a day observed as a holiday in Montréal, Québec, or Toronto, Ontario under applicable Laws;
1.1.5	“Cash Alternative” has the meaning ascribed thereto in Section 5.1.1(c);
1.1.6	“Certificate of Amalgamation” means the certificate issued by the Enterprise Registrar attesting the Amalgamation pursuant to Section 123.119 of the Companies Act;

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1.1.7	“Circular” means the notice of the MX Meeting and accompanying management information circular in the French and English languages, including all schedules thereto, to be prepared and sent by MX to MX Shareholders in connection with the MX Meeting;
1.1.8	“Class A Common Shares” (individually, a “Class A Common Share”) means the class A common shares in the share capital of Amalco;
1.1.9	“Class B Common Shares” (individually, a “Class B Common Share”) means the class B common shares in the share capital of Amalco;
1.1.10	“Class C Common Shares” (individually, a “Class C Common Share”) means the class C common shares in the share capital of Amalco;
1.1.11	“Combination Agreement” has the meaning ascribed thereto in the preamble of this Agreement;
1.1.12	“Companies Act” means the Companies Act (Québec) as now in effect and as it may be amended from time to time prior to the Effective Date;
1.1.13	“Depository” means CIBC Mellon Trust Company;
1.1.14	“Effective Date” means the date shown on the Certificate of Amalgamation;
1.1.15	“Enterprise Registrar” means the enterprise registrar acting under the Companies Act;
1.1.16	“Exchange Ratio” means 0.7784 TSX Share for each MX Share;
1.1.17	“Governmental Entity” (collectively, the “Governmental Entities”) means any: (i) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign; (ii) any subdivision, agent, commission, board, or authority of any of the foregoing; or (iii) any quasi-governmental, private or self-regulatory body or organization or stock exchange exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing;
1.1.18	“Issued and Paid-up Share Capital” means the issued and paid-up share capital as determined under the Companies Act;
1.1.19	“Laws” (individually, a “Law”) means all laws, statutes, codes, ordinances, decrees, rules, regulations, by-laws, statutory rules, principles of law, published policies and guidelines, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards and terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity and the term “applicable” with respect to such Laws and in the context that refers to one or more Persons, means that such Laws apply to

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such Person or Persons or its or their business, undertaking, property or securities and emanate from a Person having legal jurisdiction over the Person or Persons or its or their business, undertaking, property or securities;

1.1.20	“Letter of Transmittal” means the form of letter of transmittal enclosed with the Circular;
1.1.21	“Maximum Cash Consideration” has the meaning ascribed thereto at Section 5.1.1(c);
1.1.22	“Maximum Share Consideration” has the meaning ascribed thereto at Section 5.1.1(c);
1.1.23	“MX Meeting” means the special meeting of MX Shareholders (including any adjournment or postponement thereof contemplated by the Combination Agreement) that is to be convened to consider and, if deemed advisable, to approve the Amalgamation;
1.1.24	“MX Shareholders” (individually, a “MX Shareholder”) means the registered or beneficial holders of the issued and outstanding MX Shares, from time to time;
1.1.25	“MX Shares” (individually, a “MX Share”) means common shares in the share capital of MX;
1.1.26	“Person” includes any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, Governmental Entity, syndicate or other entity, whether or not having legal status;
1.1.27	“Redeemable Shares” means the redeemable preferred shares in the share capital of Amalco;
1.1.28	“Remaining TSX Shares” has the meaning ascribed thereto in Section 5.1.2;
1.1.29	“Share Alternative” has the meaning ascribed thereto in Section 5.1.1(c);
1.1.30	“Tax” and “Taxes” includes any taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind whatsoever imposed by any Governmental Entity, including all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity in respect thereof, and including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, local, value-added, excise, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, health, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, countervail and antidumping, all license agreements, franchise and registration fees and all

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employment insurance, health insurance and Canada, Quebec and other Governmental Entity pension plan premiums or contributions;

1.1.31	“TSX Shares” (individually, a “TSX Share”) means common shares in the share capital of TSX; and
1.1.32	“Value” has the meaning ascribed thereto in Section 5.1.1(d).

1.2 Interpretation Not Affected by Headings, etc.

The division of this Agreement into Articles, Sections, Schedules and other portions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof. Unless otherwise indicated, all references to an “Article”, “Section” or “Schedule” followed by a number and/or a letter refer to the specified Article, Section or Schedule of this Agreement. The terms “this Agreement”, “hereof”, “herein” and “hereunder” and similar expressions refer to this Agreement (including the Schedules hereto) and not to any particular Article, Section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto.

1.3 Currency

All sums of money referred to in this Agreement are expressed in Canadian dollars.

1.4 Number, etc.

Unless the context otherwise requires, words importing the singular shall include the plural and vice versa and words importing any gender shall include all genders.

1.5 Date For Any Action

In the event that any date on which any action is required to be taken hereunder by any of the parties hereto is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

ARTICLE 2
AMALGAMATION

2.1 Amalgamation

TSX Subco and MX hereby agree to amalgamate and to continue as one company effective from the Effective Date pursuant to the provisions of Part IA of the Companies Act, on the terms and conditions set forth herein and in the Combination Agreement.

2.2 Contribution of TSX Subco and MX

2.2.1 Upon the Amalgamation, TSX Subco shall contribute to Amalco all its property and assets, subject to all its liabilities.

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2.2.2 Upon the Amalgamation, MX shall contribute to Amalco all its property and assets, subject to all its liabilities.

2.3 Rights and Obligations

From the Effective Date, Amalco will (a) possess all of the property, rights and assets of TSX Subco and MX, and (b) assume all of their obligations.

2.4 Name

The name of Amalco shall be “Bourse de Montréal Inc.” in the French language form and “Montréal Exchange Inc.” in the English language form.

2.5 Head Office

The head office of Amalco shall be situated in the Judicial District of Montréal, Province of Québec and the address of its head office shall be Tour de la Bourse, 4^th Floor, 800 Victoria Square, Montréal, H4Z 1A9, Province of Québec.

2.6 Activities

There shall be no limitations on the activities of Amalco.

2.7 Share Capital

2.7.1 The authorized share capital of Amalco shall consist of an unlimited number of (i) Class A Common Shares, without par value, (ii) Class B Common Shares, without par value, (iii) Class C Common Shares, without par value, and (iv) Redeemable Shares, without par value; and

2.7.2 The rights, privileges, conditions and restrictions attached to the Class A Common Shares, Class B Common Shares, Class C Common Shares and Redeemable Shares are described in Appendix 1 of the draft Articles of Amalgamation attached hereto as Schedule A.

2.8 Restrictions on Transfer and Other Provisions

The restrictions on transfer of shares and the other provisions attached thereto are described in Appendix 2 and Appendix 3 of the draft Articles of Amalgamation attached hereto as Schedule A.

2.9 By-Laws

The by-laws of Amalco shall be in the form attached hereto as Schedule B, subject to such changes as may be required to comply with the requirements of the Autorité des marchés financiers, which are acceptable to the parties, acting reasonably.

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ARTICLE 3
BOARD OF DIRECTORS

3.1 Board of Directors

The board of directors of Amalco shall consist of a minimum of three and a maximum of twenty-four directors. The initial board of directors of Amalco shall consist of four directors who shall be the persons whose names, occupations and addresses are set out below:

Name	Occupation	Address
Wayne C. Fox	Chair of TSX and Corporate Director	Oakville, Ontario
Richard Nesbitt	Chief Executive Officer of TSX	Toronto, Ontario
Jean Turmel	President of Perseus Capital inc.	Outremont, Québec
Luc Bertrand	President and Chief Executive Officer of MX	Baie d’Urfé, Québec

ARTICLE 4
ARTICLES OF AMALGAMATION

4.1 Subscription to class B common shares of TSX Subco and filing of the Articles of Amalgamation

Subject to the confirmation of a by-law approving this Agreement by MX Shareholders at the MX Meeting in accordance with the Companies Act and other applicable Laws and provided that the conditions specified in the Combination Agreement have been satisfied or waived and provided further that this Agreement has not otherwise been terminated, TSX Subco shall as soon as reasonably practicable thereafter complete the Amalgamation and file with the Enterprise Registrar the Articles of Amalgamation pursuant to the Companies Act and such other documents as may be required pursuant to the Companies Act.

On the Business Day preceding the filing of the Articles of Amalgamation with the Enterprise Registrar, TSX or one of its subsidiaries shall subscribe to 428,200,000 class B common shares of TSX Subco. Following such subscription, there shall be one (1) class A common share and 428,200,000 class B common shares of TSX Subco issued and outstanding as fully paid and non-assessable.

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ARTICLE 5
AMALGAMATION EVENTS

5.1 Amalgamation Events

5.1.1 On the Effective Date:

(a)	the one (1) issued and outstanding class A common share, having no par value, of TSX Subco shall be converted into one (1) issued and fully paid and non-assessable Class A Common Share, such Class A Common Share having an Issued and Paid-up Share Capital equal to the Issued and Paid-up Share Capital of the presently issued and fully paid class A common share of TSX Subco;
(b)	each issued and outstanding class B common share, having no par value, of TSX Subco shall be converted share for share into one (1) issued and fully paid and non-assessable Class B Common Share;
(c)	the MX Shares outstanding immediately prior to the Effective Date shall, at the election of each holder thereof, either be: (i) cancelled and the holder thereof shall receive in exchange such number of duly authorized, fully-paid and non-assessable TSX Shares equal to the product of the number of such MX Shares held by such holder multiplied by the Exchange Ratio (the “Share Alternative”); or (ii) converted into such number of duly authorized, fully-paid and non-assessable Redeemable Shares as is equal to the number of such MX Shares held by such holder, which Redeemable Shares shall be redeemed immediately following the Amalgamation by Amalco in consideration for $39 per share (the “Cash Alternative”), in each case subject to pro-ration as provided below; provided that: (x) no fractional TSX Shares will be issued under the Amalgamation, and any resulting fractional TSX Share shall be rounded down, to the closest whole number, and the MX Shareholder will receive the net cash proceeds of such fractional TSX Share as set forth in Section 5.1.3; (y) the maximum number of Redeemable Shares issuable to MX Shareholders under the Amalgamation will be 10,979,487 Redeemable Shares and the maximum amount of cash payable by Amalco on redemption of Redeemable Shares shall be $428,200,000 (the “Maximum Cash Consideration”); and (z) the maximum number of TSX Shares issuable to MX Shareholders under the Amalgamation will be 15,346,000 TSX Shares (the “Maximum Share Consideration”).
	Any MX Shareholder who fails to complete a Letter of Transmittal and notice of guaranteed delivery, if applicable, or who does not properly elect either the Share Alternative or the Cash Alternative in the Letter of Transmittal and notice of guaranteed delivery, if applicable, with respect to any MX Shares deposited by such MX Shareholder in connection with the Amalgamation will be deemed to have elected the Cash Alternative.

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	If the aggregate cash consideration that would otherwise be payable by Amalco to MX Shareholders upon redemption of the Redeemable Shares who elect (or are deemed to have elected) the Cash Alternative in respect of their MX Shares exceeds the Maximum Cash Consideration, the amount of cash consideration available to those MX Shareholders who have so elected (or are deemed to have elected) the Cash Alternative will be allocated pro-rata (on a per share basis) among such MX Shareholders in an amount equal to the aggregate amount of the cash sought by each such MX Shareholder upon redemption of the Redeemable Shares who so elected (or is deemed to have elected) the Cash Alternative multiplied by a fraction, the numerator of which is the Maximum Cash Consideration, and the denominator of which is the aggregate amount of cash consideration sought by those MX Shareholders upon redemption of the Redeemable Shares who elected (or are deemed to have elected) the Cash Alternative in respect of their MX Shares, and each such MX Shareholder will receive TSX Shares as consideration for any cash balance which exceeds the amount of cash so allocated to the MX Shareholder, the number of such TSX Shares being the quotient of (i) the total cash balance divided by (ii) $50.10, and, with respect to any resulting fractional TSX Share, the MX Shareholder will receive the net cash proceeds of such fractional TSX Share as set forth in Section 5.1.3.
	If the number of TSX Shares that would otherwise be issuable to MX Shareholders who elect the Share Alternative in respect of their MX Shares exceeds the Maximum Share Consideration, the number of TSX Shares available to those MX Shareholders who have so elected the Share Alternative will be allocated pro-rata (on a per share basis) among such MX Shareholders in an amount equal to the number of TSX Shares sought by each such MX Shareholder who so elected the Share Alternative multiplied by a fraction, the numerator of which is the Maximum Share Consideration and the denominator of which is the aggregate number of TSX Shares sought by those MX Shareholders who elected the Share Alternative in respect of their MX Shares in connection with the Amalgamation, rounded down to the nearest whole number, and each such MX Shareholder will receive Redeemable Shares as consideration for any balance which exceeds the number of TSX Shares allocated to the MX Shareholder (or cash in lieu of any fractional Redeemable Share that the MX Shareholder would otherwise have received pursuant to this paragraph), the number of such Redeemable Shares being the quotient of (i) the number of such balance of TSX Shares divided by (ii) the Exchange Ratio.
(d)	in consideration for the issuance by TSX of TSX Shares to MX Shareholders as provided in paragraph (c) above, Amalco shall cause TSX Newco to issue to TSX, in consideration for Amalco issuing to TSX Newco such number of Class C Common Shares as represents the value  (the “Value”) of the TSX Shares so issued to MX Shareholders, such number of class A preferred shares of TSX Newco  having a total value of $100,000,000 and such number of class A common shares of TSX Newco as represents the balance of the Value.

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5.1.2 Issued and Paid-up Share Capital

(a) the amount to be added to the Issued and Paid-up Share Capital maintained in respect of the Class C Common Shares in connection with the issuance of Class C Common Shares by Amalco under the Amalgamation under 5.1.1(d) above on the Effective Date shall be obtained by:

(i)	adding together the Issued and Paid-up Share Capital of the issued and outstanding MX Shares and the Issued and Paid-up Share Capital of the class B common shares of TSX Subco immediately prior to the Amalgamation;
(ii)	deducting from the sum obtained under subparagraph (i) above an amount equal to the aggregate of the amount added to the Issued and Paid-up Share Capital of the Redeemable Shares issued under paragraph 5.1.1(c) above, as determined in paragraph 5.1.2(c) below; and
(iii)	multiplying the difference calculated under subparagraph (i) and subparagraph (ii) above by the ratio of the number of Class C Common Shares being issued under the Amalgamation to the total number of Class B Common Shares and Class C Common Shares being issued under the Amalgamation.

(b) the amount to be added to the Issued and Paid-up Share Capital maintained in respect of the Class B Common Shares in connection with the issuance of Class B Common Shares by Amalco under the Amalgamation under 5.1.1(b) above on the Effective Date shall be obtained by:

(i)	adding together the Issued and Paid-up Share Capital of the issued and outstanding MX Shares and the Issued and Paid-up Share Capital of the class B common shares of TSX Subco immediately prior to the Amalgamation;
(ii)	deducting from the sum obtained under subparagraph (i) above an amount equal to the aggregate of the amount added to the Issued and Paid-up Share Capital of the Redeemable Shares issued under paragraph 5.1.1(c) above, as determined in paragraph 5.1.2(c) below; and
(iii)	multiplying the difference calculated under subparagraph (i) and subparagraph (ii) above by the ratio of the number of Class B Common Shares being issued under the Amalgamation to the total number of Class B Common Shares and Class C Common Shares being issued under the Amalgamation.

(c) the amount to be added to the Issued and Paid-up Share Capital maintained in respect of the Redeemable Shares in connection with the issuance of

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	Redeemable Shares under the Amalgamation under paragraph 5.1.1(c) above on the Effective Date shall be $39 per Redeemable Share.
(d)	for the purposes of the Income Tax Act (Canada) and any similar provincial enactment, the aggregate paid-up capital of Amalco shall be allocated first to the Redeemable Shares to the extent of $39 per Redeemable Share, then to the Class A Common Share to the extent of the paid-up capital of the presently issued and fully paid class A common share of TSX Subco and the balance to be allocated between the Class B Common Shares and Class C Common shares in proportion to the number of Class B Common Shares and Class C Common Shares being issued under the Amalgamation.
(e)	notwithstanding paragraph 5.1.2(c) above, if subsection 87(3) or any other provision of the Income Tax Act (Canada) would otherwise be applicable with the result that the amount of paid-up capital for the Redeemable Shares as determined for the purposes of the Income Tax Act (Canada) would be less than $39 per share, paragraph 5.1.2(c) above shall be read as if the reference therein to the amount of $39 was a reference to the amount that will result in such paid-up capital being equal to $39 per share taking into account subsection 87(3) or such other relevant provision of the Income Tax Act (Canada) and the amount that would otherwise be credited to the Issued and Paid-up Share Capital of the Class B Common Shares as determined by paragraph 5.1.2(b) above and, if necessary, the amount that would otherwise be credited to the Issued and Paid-up Share Capital of the Class C Common Shares as determined by paragraph 5.1.2(a) above, shall be reduced by the amount necessary to achieve this result.

5.1.3

In order to replace the fractional TSX Shares that would have otherwise been issued to MX Shareholders, TSX will distribute to the Depository, as agent for the MX Shareholders, such number of TSX Shares (the “Remaining TSX Shares”) as represents the sum of the fractional TSX Shares to which the MX Shareholders are otherwise entitled, rounded up to the next whole number of Remaining TSX Shares, and the Depository, as agent for the MX Shareholders, shall, as expeditiously as is commercially reasonable thereafter, sell the Remaining TSX Shares through the facilities of the Toronto Stock Exchange and pay the net proceeds of such sales, after brokerage sales commissions, to those MX Shareholders who are entitled to receive a fractional TSX Share based on their respective entitlements to Remaining TSX Shares.

5.1.4

Amalco or the Depository shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as Amalco or the Depository are required to deduct and withhold with respect to the making of such payment under any provision of federal, provincial, state, local or other Tax Law of any applicable country or jurisdiction. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity by Amalco or the Depository, such withheld amounts shall be treated for all purposes

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of this Agreement as having been paid to the MX Shareholders in respect of which such deduction and withholding was made by Amalco or the Depository.

5.2 Redemption of Redeemable Shares

Each Redeemable Share issued pursuant to this Amalgamation Agreement shall be automatically redeemed by Amalco immediately following the Amalgamation. No certificates for the Redeemable Shares shall be issued to holders.

ARTICLE 6
TERMINATION

6.1 Termination

Without prejudice to any other rights or recourses of the parties hereto and notwithstanding any other provision hereof, this Agreement shall automatically terminate, without notice, immediately upon the termination of the Combination Agreement, and be of no further force or effect.

ARTICLE 7
GENERAL

7.1 Cooperation / Further Assurances

Each of the parties hereto agrees to cooperate in good faith and to take all reasonable steps and actions after the date hereof, as are not adverse to the party requested to take any such step or action, to complete the Amalgamation and the other transactions contemplated hereby. Each party hereto shall, from time to time, and at all times hereafter, at the request of another party hereto, but without further consideration, do all such further acts and execute and deliver all such further documents and instruments as shall be reasonably required in order to fully perform, carry out or better evidence the terms and intent hereof.

7.2 Governing Law

This Agreement shall be governed by and construed in accordance with the Laws of the Province of Québec and the Laws of Canada applicable therein.

7.3 Forum; Jurisdiction

The parties hereby submit to the non-exclusive jurisdiction of the competent court in the judicial district of Montréal, Province of Québec for any dispute, disagreement, controversy or claim arising out of or in connection with the transactions contemplated by this Agreement.

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7.4 Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall be deemed to constitute one and the same instrument.

7.5 Time

Time shall be of the essence of this Agreement.

7.6 Amendments

This Agreement may not be modified, amended, altered or supplemented except in the manner contemplated herein and upon the execution and delivery of a written agreement executed by all parties.

7.7 Language

The Parties expressly acknowledge that they have requested that this Agreement and all ancillary and related documents thereto be drafted in the English language only. Les parties aux présentes reconnaissent avoir exigé que la présente entente et tous les documents qui y sont accessoires soient rédigés en anglais seulement.

(Signatures on next page)

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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first written above.

9189-7058 QUÉBEC INC.
Per:
	Richard Nesbitt
	President
BOURSE DE MONTRÉAL INC./ MONTRÉAL EXCHANGE INC.
Per:
	Luc Bertrand
	President and Chief Executive Officer
TSX GROUP INC.
Per:
	Richard Nesbitt
	Chief Executive Officer

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9190-1983 QUÉBEC INC.
Per:
	Richard Nesbitt
	President

SCHEDULE A

	Statuts de fusion
	Loi sur les compagnies (L.R.Q., c. C-38, partie IA)
	Marquer la case d’un X
	s’il s’agit d’une fusion simplifiée o

1. Nom - Inscrire le nom de la compagnie issue de la fusion et sa version s’il y a lieu.

     BOURSE DE MONTRÉAL INC.

     and its version

     MONTRÉAL EXCHANGE INC.

     Marquer la case d’un X si vous demandez un numéro matricule (compagnie à numéro) au lieu d’un nom. o

2. District judiciaire du Québec où la compagnie établit son siège - Inscrire le district judiciaire tel qu’établi dans la Loi sur la division territoriale (L.R.Q., c. D-11). Vous pouvez vous renseigner au palais de justice ou auprés de Services Québec ou à I’adresse suivante : www.justice.gouv.qc.ca/francais/recherche/district.asp.
	MONTRÉAL

3. Nombre précis ou nombres minimal		4. Date d’entrée en vigueur	Année		Mois	Jour
et maximal d’administrateurs	MINIMUM :     3     MAXIMUM :      24	si elle est postérieure à celle      du dépôt des statuts.		.

5. Décrire le capital-actions autorisé et les limites imposées - Sauf indication contraire dans les statuts, la compagnie a un capital-actions illimité et ses actions sont sans valeur nominale. (Voir la section « Description du capital-actions » dans l’information générale.)
The annexed Appendix 1 is incorporated in this form

6. Restrictions sur le transfert des actions et autres dispositions, le cas échéant
    The annexed Appendix 2 and Appendix 3 are incorporated in this form

7. Limites imposées à son activité, le cas échéant
    N/A

8. Nom et numéro d’entreprise du Québec (NEQ) de chaque compagnie qui fusionne
    Faire signer un administrateur autorisé vis-à-vis le nom de chaque compagnie.

		Numéro d’entreprise
Nom des compagnies		du Québec (NEQ)					Signature de l’administrateur autorisé
1.	BOURSE DE MONTRÉAL INC.	1   1   4	9	6   0	9   9	4   4
2.	9189-7058 QUÉBEC INC.	1   1   6	4	8   2	2   2	0   8
3.		1   1
4.		1   1

Réservé à l’administration
	Si I’espace prévu est insuffisant, joindre une annexe remplie en deux exemplaires, identifier la section correspondante et numéroter les pages s’il y a lieu.
	RETOURNER LES DEUX EXEMPLAIRES AVEC VOTRE PAIEMENT. NE PAS TÉLÉCOPIER.

Ministère du Revenu

APPENDIX 1 TO THE ARTICLES OF AMALGAMATION
OF BOURSE DE MONTRÉAL INC./ MONTRÉAL EXCHANGE INC.

DESCRIPTION OF SHARE CAPITAL

The company resulting from the amalgamation (the “Company”) between 9189-7058 Québec Inc. (“TSX Subco”) and Bourse de Montréal Inc./ Montréal Exchange Inc. (“MX”) (the “Amalgamation”) is authorized to issue an:

Unlimited number of class A common shares without par value (the “Class A Common Shares”); Unlimited number of class B common shares without par value (the “Class B Common Shares”); Unlimited number of class C common shares without par value (the “Class C Common Shares”); and Unlimited number of redeemable preferred shares without par value (the “Redeemable Shares”);

I. The Class A Common Shares, Class B Common Shares and Class C Common Shares shall have attached thereto the following rights, privileges, restrictions and conditions:

(a)	Each Class A Common Share and each Class B Common Share shall entitle the holder thereof to one (1) vote at all meetings of the shareholders of the Company (except meetings at which only holders of another specified class of shares are entitled to vote pursuant to the provisions hereof or pursuant to the provisions of the Companies Act (hereinafter referred to as the “Act”)). The holders of the Class C Common Shares shall not be entitled to receive notice of, nor to attend or vote at meetings of the shareholders of the Company (except as required by the provisions hereof or by the Act).
(b)	The holders of the Class A Common Shares shall be entitled to receive non-cumulative dividends, as and when declared by the board of directors, subject to the rights, privileges, restrictions and conditions attaching to the Redeemable Shares and to any other class of shares ranking prior to the Class A Common Shares. Any dividends paid on the Class A Common Shares, when paid in money, shall be payable only in the lawful currency of Canada.
(c)	The board of directors may, in its discretion, declare dividends on the Class A Common Shares without having to concurrently declare dividends on the Class B Common Shares or on the Class C Common Shares.
(d)	The holders of the Class B Common Shares shall be entitled to receive non-cumulative dividends, as and when declared by the board of directors, subject to the rights, privileges, restrictions and conditions attaching to the Redeemable Shares and to any other class of shares ranking prior to the Class B Common Shares. Any dividends paid on the Class B Common Shares, when paid in money, shall be

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	payable only in the lawful currency of Canada or in the lawful currency of the United States of America.
(e)	The board of directors may, in its discretion, declare dividends on the Class B Common Shares without having to concurrently declare dividends on the Class A Common Shares or on the Class C Common Shares.
(f)	The holder or holders of issued and outstanding Class B Common Shares shall have the option to convert all or part of their Class B Common Shares into Class A Common Shares, at the rate of one (1) Class A Common Share for each Class B Common Share converted.
(g)	The holder or holders of Class B Common Shares who wish to convert their shares into Class A Common Shares shall submit to the head office of the Company or the office of its transfer agent a written notice indicating the number of Class B Common Shares they wish to convert. Certificates representing Class B Common Shares submitted for conversion shall be attached to the notice which shall bear the signature of the persons mentioned in the register of securities of the Company as being the holders of the shares, or the signature of their duly authorized representatives. Upon receipt of the above-mentioned notice and certificates, the Company shall issue a certificate representing the Class A Common Shares resulting from the conversion. In the event of partial conversion of Class B Common Shares represented by the certificates tendered, the Company shall issue without charge a new certificate representing the Class B Common Shares which were not converted.
(h)	On the date of conversion, the converted Class B Common Shares shall automatically become Class A Common Shares and the Company shall modify its issued and paid-up share capital account maintained for the Class A Common Shares and the Class B Common Shares according to the provisions of the Act.
(i)	The holders of the Class C Common Shares shall be entitled to receive non-cumulative dividends, as and when declared by the board of directors, subject to the rights, privileges, restrictions and conditions attaching to the Redeemable Shares and to any other class of shares ranking prior to the Class C Common Shares. Any dividends paid on the Class C Common Shares, when paid in money, shall be payable in the currency of any country.
(j)	The board of directors may, in its discretion, declare dividends on the Class C Common Shares without having to concurrently declare dividends on the Class A Common Shares or on the Class B Common Shares.
(k)	The holders of issued and outstanding Class C Common Shares shall have the option to convert all or part of their Class C Common Shares into Class B Common

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	Shares, at the rate of one (1) Class B Common Share for each Class C Common Share converted.
(l)	The holder or holders of Class C Common Shares who wish to convert their shares into Class B Common Shares shall submit to the head office of the Company or the office of its transfer agent a written notice indicating the number of Class C Common Shares they wish to convert. Certificates representing Class C Common Shares submitted for conversion shall be attached to the notice which shall bear the signature of the persons mentioned in the register of securities of the Company as being the holders of the shares, or the signature of their duly authorized representatives. Upon receipt of the above-mentioned notice and certificates, the Company shall issue a certificate representing the Class B Common Shares resulting from the conversion. In the event of partial conversion of Class C Common Shares represented by the certificates tendered, the Company shall issue without charge a new certificate representing the Class C Common Shares which were not converted.
(m)	On the date of conversion, the converted Class C Common Shares shall automatically become Class B Common Shares and the Company shall modify its issued and paid-up share capital account maintained for the Class B Common Shares and the Class C Common Shares according to the provisions of the Act.
(n)	In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or other distribution of assets of the Company among shareholders for the purpose of winding-up its affairs, subject to the rights, privileges, restrictions and conditions attaching to the Redeemable Shares and to any other class of shares ranking prior to the Class A Common Shares, the Class B Common Shares or the Class C Common Shares, the holders of the Class A Common Shares, the holders of the Class B Common Shares and the holders of the Class C Common Shares shall be entitled to receive the remaining property of the Company; the Class A Common Shares, the Class B Common Shares and the Class C Common Shares shall rank equally on a per share basis with respect to the distribution of assets in the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other distribution of the assets of the Company among shareholders for the purpose of winding-up its affairs.

II. The Redeemable Shares shall have attached thereto the following rights, privileges, restrictions and conditions:

(a) Subject to the provisions of the Act or as otherwise expressly provided herein, the holders of the Redeemable Shares shall not be entitled to receive notice of, nor to attend or vote at meetings of the shareholders of the Company.

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(b) Subject to the provisions of the Act, the Company shall, immediately after the issuance of the Redeemable Shares to holders under the Amalgamation (the “Amalgamation Redemption Date”) and, in the case of any Redeemable Shares issued subsequent to the Amalgamation Redemption Date, immediately after the issuance of such Redeemable Shares (such time and the Amalgamation Redemption Date to be collectively referred to as the “Redemption Date”), redeem the Redeemable Shares and pay the Aggregate Redemption Amount (as hereinafter defined) in accordance with Subsection (ii), as follows:

(i)	Notice. Except as hereinafter provided or as otherwise determined by the Company, no notice of redemption or other act or formality on the part of the Company shall be required to call the Redeemable Shares for redemption.
(ii)	Delivery of Aggregate Redemption Amount. On or before the Redemption Date, the Company shall deliver or cause to be delivered to CIBC Mellon Trust Company (the “Depository”) at its principal office in the City of Montréal, $39 (the “Redemption Amount”) in respect of each Redeemable Share to be redeemed (the “Aggregate Redemption Amount”). Delivery to and receipt by the Depository of the Aggregate Redemption Amount in such a manner, shall be a full and complete discharge of the Company’s obligation to deliver the Aggregate Redemption Amount to the holders of Redeemable Shares.
(iii)	Payment of Aggregate Redemption Amount. From and after the Redemption Date, (i) the Depository shall pay and deliver or cause to be paid and delivered to the order of the respective holders of the Redeemable Shares, by way of cheque, on presentation and surrender at the principal office of the Depository in the City of Montréal of the certificate representing the common shares of the Company’s predecessor, MX, which were converted into Redeemable Shares upon the Amalgamation and the holder’s letter of transmittal or such other documents as the Company or the Depository may, in its discretion, consider acceptable, or, if such Redeemable Shares were issued subsequent to the Amalgamation, on presentation and surrender of the certificate representing such Redeemable Shares, the Aggregate Redemption Amount payable and deliverable to such holders, respectively, and (ii) the holders of Redeemable Shares shall not be entitled to exercise any of the rights of shareholders in respect thereof except to receive from the Depository the Redemption Amount therefor unless payment of the aforesaid Aggregate Redemption Amount has not been made in accordance with the foregoing provisions, in which case the rights of such shareholder will remain unaffected. Under no circumstances will interest on the Redemption Amount be payable by the Company or

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	the Depository whether as a result of any delay in paying the Redemption Amount or otherwise.
(iv)	Discharge of obligations. Immediately after the Amalgamation or the issuance of the Redeemable Shares in the event they are issued subsequent to the Amalgamation, and subject to the delivery to and receipt by the Depository of the Aggregate Redemption Amount pursuant to Subsection (ii) above, each Redeemable Share shall irrevocably be deemed to be redeemed and cancelled, the Company shall be fully and completely discharged from its obligations with respect to the payment of the Aggregate Redemption Amount to such holders of Redeemable Shares, and the rights of such holders shall be limited to receiving from the Depository the Redemption Amount payable to them on presentation and surrender of the said certificates held by them or other documents as specified above. Subject to the requirements of applicable law with respect to unclaimed property, if the Aggregate Redemption Amount has not been fully claimed in accordance with the provisions hereof within six years of the Redemption Date, the unclaimed Redemption Amount shall be forfeited to the Company.
(v)	Lost certificates. In the event any certificate which, immediately prior to the Redemption Date, represented one or more common shares of the Company’s predecessor, MX, which were converted into Redeemable Shares upon the Amalgamation and redeemed immediately after pursuant to this Subsection (b) shall have been lost, stolen or destroyed, the Depository shall, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, issue in exchange for such lost, stolen or destroyed certificate, a cheque for the Redemption Amount deliverable in accordance with such holder’s letter of transmittal. When authorizing such issuance or payment in exchange for the lost, stolen or destroyed certificate, the holder to whom cash is to be issued or delivered shall, as a condition precedent to the issuance or payment thereof, give a bond satisfactory to the Company and the Depository in connection with any claim that may be made against the Company with respect to the certificate alleged to have been lost, stolen or destroyed.

(c) In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or other distribution of the property or assets of the Company among shareholders for the purpose of winding-up its affairs, and subject to the extinguishment of the rights of holders of Redeemable Shares upon satisfaction of the Redemption Amount in respect of each Redeemable Share, the holders of the Redeemable Shares shall be entitled to receive and the Company shall pay to such holders, in preference and priority to any distribution of any property or assets of the Company to the holders of the Class A Common Shares,

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	the Class B Common Shares and the Class C Common Shares or any other shares ranking junior to the Redeemable Shares, an amount equal to the Redemption Amount for each Redeemable Share held by them respectively and no more. After payment to the holders of Redeemable Shares of the amounts so payable to them as hereinbefore provided, they shall not be entitled to share in any further distribution of the property and assets of the Company.
(d)	The amount of $39 is the amount specified in respect of each Redeemable Share for purposes of Subsection 191(4) of the Income Tax Act (Canada).
(e)	The Redeemable Shares shall not be convertible, no share having the same rank as or a higher rank than the Redeemable Shares may be created and the provisions relating to the Redeemable Shares or relating to other classes of shares may not be modified so as to confer on such shares rights or privileges that are equal to or greater than those attached to the Redeemable Shares, unless such conversion, creation or modification has been approved by written resolution signed by all holders of Redeemable Shares, or by the vote of not less than 2/3 of the Redeemable Shares represented by their holders who are present or represented at a special meeting of such holders convened for such purpose.

APPENDIX 2 TO THE ARTICLES OF AMALGAMATION
OF BOURSE DE MONTRÉAL INC./ MONTRÉAL EXCHANGE INC.

RESTRICTIONS ON TRANSFER OF SHARES AND OTHER PROVISIONS

(1)	Effective immediately after the Redemption Date, no securities of the Company, other than non-convertible debt securities, shall be transferred without the approval of the directors evidenced by a resolution duly adopted by them.
(2)	The directors may, when they deem it expedient:

(a)	borrow money upon the credit of the Company;
(b)	issue debentures or other securities of the Company, and pledge or sell the same for such sums and at such prices as may be deemed expedient;
(c)	hypothecate the immovable and movable property or otherwise affect the movable property of the Company.

(3)	Subject to the provisions of the Act, the shareholders may participate and vote at a shareholders’ meeting by any means allowing all the participants to communicate with each other.
(4)	Subject to the provisions of the Act, the annual meeting of the shareholders may be held outside Québec.
(5)	Subject to the provisions of the Act, the election of the directors may be held outside Québec.

APPENDIX 3 TO THE ARTICLES OF AMALGAMATION
OF BOURSE DE MONTRÉAL INC./ MONTRÉAL EXCHANGE INC.

CONVERSION PROVISIONS

1.	Upon the Amalgamation:
(a)	the one (1) issued and outstanding class A common share, having no par value, of TSX Subco shall be converted into one (1) issued and fully paid and non-assessable Class A Common Share, such Class A Common Share having an issued and paid-up share capital equal to the issued and paid-up share capital of the presently issued and fully paid class A common share of TSX Subco;
(b)	each issued and outstanding class B common share, having no par value, of TSX Subco shall be converted share for share into one (1) issued and fully paid and non-assessable Class B Common Share;
(c)	the common shares of MX (the “MX Shares”) outstanding immediately prior to the date shown on the certificate of amalgamation (the “Effective Date”) issued by the enterprise registrar acting under the Act attesting the Amalgamation shall, at the election of each holder thereof, either be: (i) cancelled and the holder thereof shall receive in exchange such number of duly authorized, fully-paid and non-assessable common shares of TSX (the “TSX Shares”) equal to the product of the number of such MX Shares held by such holder multiplied by a ratio (the “Exchange Ratio”) of 0.7784 TSX Share for each MX Share (the “Share Alternative”); or (ii) converted into such number of duly authorized, fully-paid and non-assessable Redeemable Shares as is equal to the number of such MX Shares held by such holder, which Redeemable Shares shall be redeemed immediately following the Amalgamation by the Company in consideration for $39 per share (the “Cash Alternative”), in each case subject to pro-ration as provided below; provided that: (x) no fractional TSX Shares will be issued under the Amalgamation, and any resulting fractional TSX Share shall be rounded down, to the closest whole number, and the shareholder of MX (the “MX Shareholder”, all the shareholders of MX being collectively referred to as the “MX Shareholders”) will receive the net cash proceeds of such fractional TSX Share as set forth in Section 3; (y) the maximum number of Redeemable Shares issuable to MX Shareholders under the Amalgamation will be 10,979,487 Redeemable Shares and the maximum amount of cash payable by the Company on redemption of Redeemable Shares shall be $428,200,000 (the “Maximum Cash Consideration”); and (z) the maximum number of TSX Shares issuable to MX Shareholders under the Amalgamation will be 15,346,000 TSX Shares (the “Maximum Share Consideration”).
	Any MX Shareholder who fails to complete a letter of transmittal and notice of guaranteed delivery, if applicable, or who does not properly elect either the

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Share Alternative or the Cash Alternative in the letter of transmittal and notice of guaranteed delivery, if applicable, with respect to any MX Shares deposited by such MX Shareholder in connection with the Amalgamation will be deemed to have elected the Cash Alternative.

If the aggregate cash consideration that would otherwise be payable by the Company to MX Shareholders upon redemption of the Redeemable Shares who elect (or are deemed to have elected) the Cash Alternative in respect of their MX Shares exceeds the Maximum Cash Consideration, the amount of cash consideration available to those MX Shareholders who have so elected (or are deemed to have elected) the Cash Alternative will be allocated pro-rata (on a per share basis) among such MX Shareholders in an amount equal to the aggregate amount of the cash sought by each such MX Shareholder upon redemption of the Redeemable Shares who so elected (or is deemed to have elected) the Cash Alternative multiplied by a fraction, the numerator of which is the Maximum Cash Consideration, and the denominator of which is the aggregate amount of cash consideration sought by those MX Shareholders upon redemption of the Redeemable Shares who elected (or are deemed to have elected) the Cash Alternative in respect of their MX Shares, and each such MX Shareholder will receive TSX Shares as consideration for any cash balance which exceeds the amount of cash so allocated to the MX Shareholder, the number of such TSX Shares being the quotient of (i) the total cash balance divided by (ii) $50.10, and, with respect to any resulting fractional TSX Share, the MX Shareholder will receive the net cash proceeds of such fractional TSX Share as set forth in Section 3.

If the number of TSX Shares that would otherwise be issuable to MX Shareholders who elect the Share Alternative in respect of their MX Shares exceeds the Maximum Share Consideration, the number of TSX Shares available to those MX Shareholders who have so elected the Share Alternative will be allocated pro-rata (on a per share basis) among such MX Shareholders in an amount equal to the number of TSX Shares sought by each such MX Shareholder who so elected the Share Alternative multiplied by a fraction, the numerator of which is the Maximum Share Consideration and the denominator of which is the aggregate number of TSX Shares sought by those MX Shareholders who elected the Share Alternative in respect of their MX Shares in connection with the Amalgamation, rounded down to the nearest whole number, and each such MX Shareholder will receive Redeemable Shares as consideration for any balance which exceeds the number of TSX Shares allocated to the MX Shareholder (or cash in lieu of any fractional Redeemable Share that the MX Shareholder would otherwise have received pursuant to this paragraph), the number of such Redeemable Shares being the quotient of (i) the number of such balance of TSX Shares divided by (ii) the Exchange Ratio.

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(d)	in consideration for the issuance by TSX of TSX Shares to MX Shareholders as provided in paragraph 1(c) above, the Company shall cause 9190-1983 Québec Inc. (“Newco”) to issue to TSX, in consideration for the Company issuing to Newco such number of Class C Common Shares as represents the value  (the “Value”) of the TSX Shares so issued to MX Shareholders, such number of class A preferred shares of Newco  having a total value of $100,000,000 and such number of class A common shares of Newco as represents the balance of the Value.
2.	Issued and paid-up share capital
(a)	the amount to be added to the issued and paid-up share capital maintained in respect of the Class C Common Shares in connection with the issuance of Class C Common Shares by the Company under the Amalgamation under 1(d) above on the Effective Date shall be obtained by:

(i)	adding together the issued and paid-up share capital of the issued and outstanding MX Shares and the issued and paid-up share capital of the class B common shares of TSX Subco immediately prior to the Amalgamation;
(ii)	deducting from the sum obtained under subparagraph (i) above an amount equal to the aggregate of the amount added to the issued and paid-up share capital of the Redeemable Shares issued under paragraph 1(c) above, as determined in paragraph 2(c) below; and
(iii)	multiplying the difference calculated under subparagraph (i) and subparagraph (ii) above by the ratio of the number of Class C Common Shares being issued under the Amalgamation to the total number of Class B Common Shares and Class C Common Shares being issued under the Amalgamation.

(b) the amount to be added to the issued and paid-up share capital maintained in respect of the Class B Common Shares in connection with the issuance of Class B Common Shares by the Company under the Amalgamation under 1(b) above on the Effective Date shall be obtained by:

(i)	adding together the issued and paid-up share capital of the issued and outstanding MX Shares and the issued and paid-up share capital of the class B common shares of TSX Subco immediately prior to the Amalgamation;
(ii)	deducting from the sum obtained under subparagraph (i) above an amount equal to the aggregate of the amount added to the issued and

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	paid-up share capital of the Redeemable Shares issued under paragraph 1(c) above, as determined in paragraph 2(c) below; and
(iii)	multiplying the difference calculated under subparagraph (i) and subparagraph (ii) above by the ratio of the number of Class B Common Shares being issued under the Amalgamation to the total number of Class B Common Shares and Class C Common Shares being issued under the Amalgamation,

(c)	the amount to be added to the issued and paid-up share capital maintained in respect of the Redeemable Shares in connection with the issuance of Redeemable Shares under the Amalgamation under paragraph 1(c) above on the Effective Date shall be $39 per Redeemable Share.
(d)	for the purposes of the Income Tax Act (Canada) and any similar provincial enactment, the aggregate paid-up capital of the Company shall be allocated first to the Redeemable Shares to the extent of $39 per Redeemable Share, then to the Class A Common Share to the extent of the paid-up capital of the presently issued and fully paid class A common Share of TSX Subco and the balance to be allocated between the Class B Common Shares and Class C Common shares in proportion to the number of Class B Common Shares and Class C Common Shares being issued under the Amalgamation.
(e)	notwithstanding paragraph 2(c) above, if subsection 87(3) or any other provision of the Income Tax Act (Canada) would otherwise be applicable with the result that the amount of paid-up capital for the Redeemable Shares as determined for the purposes of the Income Tax Act (Canada) would be less than $39 per share, paragraph 2(c) above shall be read as if the reference therein to the amount of $39 was a reference to the amount that will result in such paid-up capital being equal to $39 per share taking into account subsection 87(3) or such other relevant provision of the Income Tax Act (Canada) and the amount that would otherwise be credited to the issued and paid-up share capital of the Class B Common Shares as determined by paragraph 2(b) above and, if necessary, the amount that would otherwise be credited to the issued and paid-up share capital of the Class C Common Shares as determined by paragraph 2(a) above, shall be reduced by the amount necessary to achieve this result.
3.	In order to replace the fractional TSX Shares that would have otherwise been issued to MX Shareholders, TSX will distribute to the Depository, as agent for the MX Shareholders, such number of TSX Shares (the “Remaining TSX Shares”) as represents the sum of the fractional TSX Shares to which the MX Shareholders are otherwise entitled, rounded up to the next whole number of Remaining TSX Shares, and the Depository, as agent for the MX Shareholders, shall, as expeditiously as is commercially reasonable thereafter, sell the

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Remaining TSX Shares through the facilities of the Toronto Stock Exchange and pay the net proceeds of such sales, after brokerage sales commissions, to those MX Shareholders who are entitled to receive a fractional TSX Share based on their respective entitlements to Remaining TSX Shares.

SCHEDULE B

BOURSE DE MONTRÉAL INC.

GENERAL BY-LAWS

ARTICLE 1

DEFINITIONS

SECTION 1.1 DEFINITIONS In this by-law and all other by-laws of the Company, unless the context otherwise requires:

(a)	“Act” means the Companies Act (Quebec) (R.S.Q. 1977, c. C-38), as amended by the Act modifying the Companies Act and other statutory dispositions, S.Q. 1979, c. 31, as from time to time further amended, and every statute that may be substituted therefor and, in the case of such amendment or substitution, any reference in the by-laws of the Company to any provision of the Act shall be read as referring to the amended or substituted provisions therefor;
(b)	“approved participant” refers to a firm or other person that has entered into an agreement with the Company to access the trading facilities of its markets;
(c)	“articles” means the articles of amalgamation of the Company attached to the certificate of amalgamation dated n, as from time to time amended;
(d)	“by-laws” means these general by-laws and any other by-law of the Company from time to time in force and effect;
(e)	words importing the singular number shall include the plural and vice versa; words importing the masculine gender shall include the feminine and neuter genders and vice-versa; words importing persons shall include bodies corporate, corporations, companies, partnerships, syndicates, trusts and any number or aggregate of individuals;
(f)	the headings used in the by-laws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms of provisions; and
(g)	all terms contained in the by-laws and which are defined in the Act shall have the meanings given to such terms in the Act.

          In the case of any conflict between the Act, the unanimous shareholder agreement, if any, the articles and the by-laws of the Company, the Act shall prevail over the unanimous shareholder agreement, the articles and the by-laws, the unanimous shareholder agreement shall prevail over the articles and the by-laws and the articles shall prevail over the by-laws.

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ARTICLE 2

SHAREHOLDERS

SECTION 2.1 ANNUAL MEETINGS Subject to the Act, the annual meeting of shareholders of the Company shall be held at such place, on such date and at such time as the Board of Directors may determine from time to time, in or outside the Province of Québec. Annual meetings of shareholders may be called at any time by order of the Board of Directors, the Chairman of the Board or, provided they are directors of the Company, the President or any Vice-President.

SECTION 2.2 SPECIAL GENERAL MEETINGS Subject to the Act, special general meetings of shareholders shall be held at such place, in or outside the Province of Québec, on such date and at such time as the Board of Directors may determine from time to time or at any place where all the shareholders of the Company entitled to vote thereat are present in person or represented by proxy or at such other place as all the shareholders of the Company shall approve in writing.

          Special general meetings of shareholders may be called at any time by order of the Board of Directors, the Chairman of the Board or, provided they are directors of the Company, the President or any Vice-President.

SECTION 2.3 NOTICE OF MEETING Notice specifying the place, date, time and purpose of any meeting of shareholders shall be given to all the shareholders entitled thereto at least 15 days prior to the date fixed for the meeting. The notice may be mailed, postage prepaid, to the shareholders at their respective addresses as they appear on the books of the Company or delivered by hand or transmitted by any means of telecommunication.

          If the convening of a meeting of shareholders is a matter of urgency, notice of such meeting may be given not less than 72 hours before such meeting is to be held.

          In the case of joint holders of a share or shares, the notice of meeting shall be given to all of such joint holders but notice to one of such persons shall be sufficient notice to all of them.

          Irregularities in the notice or in the giving thereof as well as the unintentional omission to give notice to, or the non-receipt of any such notice by, any of the shareholders shall not invalidate any action taken by or at any such meeting. Furthermore, the involuntary omission of the general nature of an item of business which should have been mentioned in the notice of the meeting as being on the agenda of the meeting, does not prevent such item of business from being considered and voted upon at the meeting, unless a shareholder suffers prejudice or his interests are injured as a result. A certificate signed by the secretary or any other duly authorized officer of the Company or any registrar or transfer agent for shares of the Company, shall constitute conclusive evidence of the expedition of a notice of meeting to the shareholders and the shareholders shall be bound by such certificate.

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SECTION 2.4 CHAIRMAN The Chairman of the Board, or, in his absence, the President, if he is a director, or, in his absence, one of the Vice-Presidents who is a director of the Company (to be designated by the meeting in the event of more than one such Vice-President being present) shall preside at all meetings of shareholders.

               If all of the aforesaid officers be absent or decline to act, the persons present and entitled to vote may choose one of their number to act as chairman of the meeting. In the event of an equality of votes, the chairman of any meeting shall not be entitled to a casting vote in respect of any matter submitted to the vote of the meeting.

SECTION 2.5 QUORUM, VOTING AND ADJOURNMENTS Holders of not less than 51% of the outstanding shares of the share capital of the Company carrying voting rights at such meeting, present in person or represented by proxy; shall constitute a quorum for any meeting of shareholders of the Company.

               The acts of the holders of a majority of the shares so present or represented and carrying voting rights thereat shall be the acts of all the shareholders except as to matters on which the vote or consent of the holders of a greater number of shares is required or directed by the Act, the articles or the by-laws of the Company.

               Should a quorum not be present at any meeting of shareholders, those present in person and entitled to be counted for the purpose of forming a quorum shall have power to adjourn the meeting from time to time and from place to place without notice other than announcement at the meeting until a quorum shall be present. At any such adjourned meeting, provided a quorum is present, any business may be transacted which might have been transacted at the meeting adjourned.

SECTION 2.6 RIGHT TO VOTE At all meetings of shareholders, each shareholder present and entitled to vote thereat shall have on a show of hands one vote and, upon a poll, each shareholder present in person or represented by proxy shall be entitled to one vote for each share carrying voting rights registered in his name in the books of the Company unless, under the terms of the articles of the Company some other scale of voting is fixed, in which event such scale of voting shall be adopted. Any shareholder or proxy may demand a ballot (either before or on the declaration of the result of a vote upon a show of hands) in respect of any matter submitted to the vote of the shareholders. However, no shareholder in arrears in respect of any call may vote at a shareholders’ meeting.

               In the case of joint holders of a share or shares, any one of the joint holders present at a meeting of shareholders has the right, in the absence of the other or others, to vote in respect of such share or shares, but if more than one of such persons are present or represented by proxy and vote, they shall vote together as one on the share or shares jointly held by them.

SECTION 2.7 SCRUTINEERS The chairman at any meeting of shareholders may appoint one or more persons, who need not be shareholders, to act as scrutineer or scrutineers at the meeting.

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SECTION 2.8 ADDRESSES OF SHAREHOLDERS Every shareholder shall furnish to the Company an address to which all notices intended for such shareholder shall be given, failing which, any such notice may be given to him at any other address appearing on the books of the Company. If no address appears on the books of the Company, such notice may be sent to such address as the person sending the notice may consider to be the most likely to result in such notice promptly reaching such shareholder.

SECTION 2.9 RESOLUTION IN WRITING IN LIEU OF MEETING. A resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders.

               A copy of every such resolution shall be kept with the minutes of the meetings of shareholders.

SECTION 2.10 PARTICIPATION BY TELEPHONE. Subject to the Act, the shareholders of the Company may participate and vote at a shareholders’ meeting by any means allowing all the participants to communicate with each other.

ARTICLE 3

BOARD OF DIRECTORS

SECTION 3.1 ELECTION OF DIRECTORS AND TERM OF OFFICE Except as herein otherwise provided, each director shall be elected at an annual meeting of shareholders or at any special general meeting of shareholders called for that purpose, by a majority of the votes cast in respect of such election. It shall not be necessary that the voting for the election of directors of the Company be conducted by ballot unless voting by ballot is requested by a shareholder or proxy. Each director so elected shall hold office until the election of his successor unless he shall resign or his office become vacant by death, removal or by ceasing to be qualified to act as a director.

SECTION 3.2 ACTS OF DIRECTORS All acts done by the directors or by any person acting as a director, until their successors have been duly elected or appointed, shall, notwithstanding that it be afterwards discovered that there was some defect in the election of the directors or such person acting as aforesaid or that they or any of them were disqualified, be as valid as if the directors or such other person, as the case may be, had been duly elected and were qualified to be directors of the Company.

SECTION 3.3 POWER TO ALLOT STOCK AND GRANT OPTIONS Subject to the provisions of the articles of the Company, the shares of the Company shall be at all times under the control of the directors who may by resolution, from time to time, accept subscriptions, allot, issue, grant options in respect of or otherwise dispose of the whole, or any part of the unissued shares of the share capital of the Company on such terms and conditions, for such consideration not contrary to the Act or to the articles of the Company and at such times prescribed in such resolutions. The directors may, from time to time, make calls upon the shareholders in respect of any moneys unpaid upon their shares. Each shareholder shall pay the amount called on his shares at the time and place fixed by the directors.

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SECTION 3.4 POWER TO DECLARE DIVIDENDS The directors may from time to time as they may deem advisable, declare and pay dividends, in species or in kind, out of any funds or property available for dividends to the shareholders according to their respective rights and interest therein.

               Any dividend in specie may be paid by cheque made payable to and mailed to the address on the books of the Company of the shareholder entitled thereto and in the case of joint holders to that one of them whose name stands first in the books of the Company, and the mailing of such cheque shall constitute payment unless the cheque is not paid upon presentation.

               The directors may provide that the amount of any dividend lawfully declared shall be paid, in whole or in part, in fully paid and non-assessable shares in the capital stock of the Company.

               Before declaring a dividend or a distribution of profits of the Company, the directors may transfer such sums as they may in their discretion decide to one or several reserve funds which may be used at the discretion of the directors for all purposes for which the profits of the Company may be legally applied.

SECTION 3.5 PLACE OF MEETINGS AND NOTICES All meetings of the Board of Directors shall be held at such place, on such date and at such time as may be determined from time to time by the Board of Directors or at any place where all the directors are present.

               Any meeting of the Board of Directors may be called at any time by or on the order of the Chairman of the Board or, provided they are directors of the Company, the President or any Vice-President or by any two directors.

               Notice specifying the place, date and time of any meeting of the Board of Directors shall be given to each of the directors, at least 48 hours prior to the date fixed for such meeting. The notice may be mailed, postage prepaid, to each director at his residence or usual place of business, or delivered by hand or transmitted by any means of telecommunication.

               In any case where the convening of a meeting of directors is a matter of urgency, notice of such meeting may be given not less than 1 hour before such meeting is to be held.

               Notwithstanding any other provisions of this Section 3.5, immediately after the annual meeting of shareholders in each year, a meeting of such of the newly elected directors as are then present shall be held, provided they shall constitute a quorum, without further notice, for the election or appointment of officers of the Company and the transaction of such other business as may come before them.

               The powers of the Board of Directors may be exercised by a meeting at which a quorum is present and at which the questions shall be decided by a majority of votes cast or by resolution in writing signed by all directors who would have been entitled to vote on that resolution at a meeting of the Board of Directors. A copy of every such resolution shall be kept with the minutes of the proceedings of the board of directors.

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SECTION 3.6 CHAIRMAN The Chairman of the Board or, in his absence, the President, if he is a director, or, in his absence, one of the Vice-Presidents who is a director of the Company (to be designated by the meeting in the event of more than one such Vice-President being present) shall preside at all meetings of the directors. If all of the aforesaid officers are absent or decline to act, the directors present may choose one of their number to act as chairman of the meeting. In the event of an equality of votes, the chairman of any meeting shall be entitled to cast one vote as a director, but not a second or casting vote in respect of any matter submitted to the vote of the meeting.

SECTION 3.7 QUORUM A majority of the directors in office shall constitute a quorum.

SECTION 3.8 ADJOURNMENT Any meeting of the board of directors may be adjourned from time to time by the chairman of the meeting, with the consent of the meeting, to such time and place as he may fix. No notice of an adjourned meeting need be given to any director. Any adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a quorum is present thereat. The directors who formed a quorum at the original meeting are not required to form the quorum at the adjourned meeting. If there is no quorum present at the adjourned meeting, the original meeting shall be deemed to have terminated forthwith after its adjournment.

SECTION 3.9 VACANCIES AND RESIGNATION In the case of a vacancy occurring in the Board of Directors, the directors then in office, by the affirmative vote of a majority of said remaining directors, so long as a quorum of the Board remains in office, may from time to time and at any time fill such vacancy for the remainder of the term.

ARTICLE 4

COMMITTEES

SECTION 4.1 COMMITTEES OF THE BOARD The Board of Directors may appoint from their number one or more committees of the Board of Directors, however designated, and delegate to any such committee any of the powers of the Board of Directors except those which pertain to items which, under the Act, a committee of the Board of Directors has no authority to exercise.

SECTION 4.2 TRANSACTION OF BUSINESS The powers of a committee of the Board of Directors may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such committee may be held at such place or places designated in Section 3.5.

SECTION 4.3 ADVISORY BODIES The Board of Directors may from time to time appoint such advisory bodies as it may deem advisable.

SECTION 4.4 PROCEDURE Unless otherwise determined by the Board of Directors, each committee and advisory body shall have power to fix its quorum at not less than a majority of its members, to elect its chairman, and to regulate its procedure.

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SECTION 4.5 LIMITS ON AUTHORITY The Board of Directors may not delegate to any committee the authority to:

(a)	Submit to the shareholders any question or matter requiring the approval of the shareholders;
(b)	Fill a vacancy among the directors or in the office of auditor or appoint or remove any of the chief executive officer, however designated, the chief financial officer, however designated, the chairman or the president of the Company;
(c)	Issue securities except in the manner and on the terms authorized by the directors;
(d)	Declare dividends;
(e)	Purchase, redeem or otherwise acquire shares issued by the Company;
(f)	Approve a take-over bid circular, directors’ circular, or issuer bid circular referred to in the Securities Act (Québec);
(g)	Approve any financial statements referred to in the Securities Act (Québec); or
(h)	Adopt, amend or repeal by-laws;

ARTICLE 5

OFFICERS

SECTION 5.1 OFFICERS The directors shall elect or appoint a President, shall appoint a Secretary and may also elect or appoint as officers a Chairman of the Board, one or more Vice-Presidents, one or more Assistant-Secretaries, a Treasurer and one or more Assistant-Treasurers. Such officers shall be elected or appointed at the first meeting of the Board of Directors after each annual meeting of shareholders. There may also be appointed such other officers as the Board of Directors may from time to time deem necessary. Such officers shall respectively perform such duties; in addition to those specified in the by-laws of the Company, as shall from time to time be prescribed by the Board of Directors. The same person may hold more than one office, provided, however, that the same person shall not hold the office of President and Vice-President. None of such officers except the Chairman of the Board, need be a director of the Company.

SECTION 5.2 CHAIRMAN OF THE BOARD The Chairman of the Board, if any, shall preside at all meetings of directors and shareholders of the Company and he shall have such other powers and duties as the Board of Directors may determine from time to time.

SECTION 5.3 PRESIDENT The President shall be the chief executive officer of the Company and shall exercise a general control of and supervision over its affairs. He shall have such other powers and duties as the Board of Directors may determine from time to time.

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SECTION 5.4 VICE-PRESIDENT OR VICE-PRESIDENTS The Vice-President or Vice-Presidents shall have such powers and duties as may be determined by the Board of Directors from time to time. In case of the absence, disability, refusal or omission to act of the President, a Vice-President designated by the directors may exercise the powers and perform the duties of the President and, if such Vice-President exercises any of the powers or performs any of the duties of the President, the absence, disability, refusal or omission to act of the President shall be presumed.

SECTION 5.5 TREASURER AND ASSISTANT-TREASURERS The Treasurer shall have general charge of the finances of the Company. He shall render to the Board of Directors, whenever directed by the Board and as soon as possible after the close of each financial year, an account of the financial condition of the Company and of all his transactions as Treasurer. He shall have charge and custody of and be responsible for the keeping of the books of account required under the laws governing the Company. He shall perform all the acts incidental to the office of Treasurer or as may be determined by the Board of Directors from time to time.

               Assistant-Treasurers shall perform any of the duties of the Treasurer delegated to them from time to time by the Board of Directors or by the Treasurer.

SECTION 5.6 SECRETARY AND ASSISTANT-SECRETARIES The Secretary shall attend to the giving of all notices of the Company and. shall keep the records of all meetings and resolutions of the shareholders and of the Board of Directors in a book to be kept for that purpose. He shall keep in safe custody the seal of the Company, if any. He shall have charge of the books containing the names and addresses of the shareholders and directors of the Company and such other books and papers as the Board of Directors may direct. He shall perform such other duties incidental to his office or as may be required by the Board of Directors from time to time.

               Assistant-Secretaries shall perform any of the duties of the Secretary delegated to them from time to time by the Board of Directors or by the Secretary.

SECTION 5.7 SECRETARY-TREASURER Whenever the Secretary shall also be the Treasurer he may, at the option of the Board of Directors, be designated the “Secretary-Treasurer”.

SECTION 5.8 REMOVAL The Board of Directors may, subject to the law and the provisions of any contract, remove and discharge any officer of the Company at any meeting called for that purpose and may elect or appoint any other person in such officer’s stead.

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ARTICLE 6

SHARE CAPITAL

SECTION 6.1 SHARE CERTIFICATES Certificates representing shares of the share capital of the Company shall be approved by the Board of Directors. Share certificates shall bear the signatures of two directors or two officers of the Company or of one director and one officer of the Company.

SECTION 6.2 TRANSFER OF SHARES A register of transfers containing the date and particulars of all transfers of shares of the share capital of the Company shall be kept either at the head office or at such other office of the Company or at such other place in the Province of Québec as may be determined, from time to time, by resolution of the Board of Directors. One or more branch registers of transfers may be kept at any office of the Company or any other place within the Province of Québec or elsewhere as may from time to time be determined by resolution of the Board of Directors.

               The date and particulars of all transfers of shares contained in a branch register of transfers must also be entered in the register of transfers. Such register of transfers and branch registers of transfers shall be kept by the Secretary or by such other officer or officers as may be specially charged with this duty or by such agent or agents as may be appointed from time to time for that purpose by resolution of the Board of Directors.

               Registration of a transfer of shares of the capital of the Company in the register of transfers shall constitute a complete and valid transfer. Subject to any provision to the contrary contained in the Act, no transfer of shares of the capital of the Company shall be valid for any purpose until entry thereof is duly made in the register of transfers or in a branch register of transfers. The directors may refuse to register any transfer of shares belonging to any shareholder who is indebted to the Company. A share may not be transferred without the consent of the directors if its price has not been fully paid. No share shall be transferable until all calls payable thereon up to the time of transfer have been fully paid.

               Entry of the transfer of any share of the share capital of the Company may be made in the register of transfers or in a branch register of transfers regardless of where the certificate representing the share to be transferred shall have been issued.

               If the shares of the share capital of the Company to be transferred are .represented by a certificate, the transfer of such shares shall not be entered in the register of transfers or the branch register of transfers unless or until the certificate representing the shares to be transferred has been duly endorsed and surrendered for cancellation. If no certificate has been issued by the Company in respect of such share, the transfer of such shares shall not be entered in the register of transfers or the branch register of transfers unless and until a duly executed share transfer power in respect thereof has been presented for registration.

SECTION 6.3 TRANSFER AGENTS AND REGISTRARS The Board of Directors may appoint or remove from time to time transfer agents or registrars of transfers of shares of the share capital of the Company and, subject to the laws governing the Company, make regulations generally, from time to time, with reference to the transfer of the shares of the share capital of the

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Company. Upon any such appointment being made, all certificates representing shares of the share capital of the Company thereafter issued shall be countersigned by one of such transfer agents or one of such registrars of transfers and shall not be valid unless so countersigned.

SECTION 6.4 REPLACEMENT OF CERTIFICATES. Where a shareholder declares under oath to the Company or the registrar, a branch registrar, transfer agent or a branch transfer agent of the Company, that the share certificate which he held has been destroyed, stolen or lost, and describes the circumstances under which this occurred, and provides, if so required, a bond against any loss for which the Company may be held responsible with regard to the issue of a new certificate, the president, or vice-president, the secretary or the treasurer, may issue a new certificate in replacement of the one which has been destroyed, stolen or lost.

ARTICLE 7

FINANCIAL YEAR

               The financial year of the Company shall end on December 31 in each year. Such date may, however, be changed from time to time by resolution of the Board of Directors.

ARTICLE 8

CONTRACTS

               All contracts, deeds, agreements, documents, bonds, debentures and other instruments requiring execution by the Company may be signed by two directors or two officers of the Company or by one director and one officer of the Company or by such persons as the Board of Directors may otherwise authorize from time to time by resolution. Any such authorization may be general or confined to specific instances. Save as aforesaid or as otherwise provided in the by-laws of the Company, no director, officer, agent or employee shall have any power or authority to bind the Company under any contract or obligation or to pledge its credit.

               The Company may transact business with one or more of its directors or with any firm of which one or more of its directors are members or employees or with any corporation or association of which one or more of its directors are shareholders, directors, officers or employees. The director who has an interest in such transaction shall disclose it to the Company and to the other directors making a decision in respect of such transaction and shall abstain from discussing and voting on the question except if his vote is required to bind the Company in respect of such transaction.

ARTICLE 9

DECLARATIONS

               Any director or officer of the Company or any other person nominated for that purpose by any director or officer of the Company is authorized and empowered to give instructions to an attorney to appear and make answer for and on behalf and in the name of the Company to all writs, orders and interrogatories upon articulated facts issued out of any court and to declare for and on behalf and in the name of the Company any answer to writs of

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attachment by way of garnishment in which the Company is garnishee. Any director, officer or person so nominated is authorized and empowered to make all affidavits and sworn declarations in connection therewith or in connection with any and all judicial proceedings to which the Company is a party and to instruct an attorney to make demands of abandonment or petitions for winding-up or bankruptcy orders upon any debtor of the Company and to attend and vote at all meetings of creditors of the Company’s debtors and grant proxies in connection therewith. Any such director, officer or person is authorized to appoint by general or special power or powers of attorney any person or persons, including any person other than those directors, officers and persons hereinbefore mentioned, as attorney or attorneys of the Company to do any of the foregoing things.

ARTICLE 10

DIVISIONS

               The Board of Directors may cause the business and operations of the Company or any part thereof to be divided or segregated into one or more divisions upon such basis, including without limitation, character or type of businesses or operations, geographical territories, product lines or goods or services as the Board of Directors may consider appropriate in each case.

               From time to time the Board of Directors or, if authorized by the Board of Directors, the chief executive officer may authorize, upon such basis as may be considered appropriate in each case:

(a)	Sub-Division and Consolidation. The further division of the business and operations of any such division into sub-units and the consolidation of the business and operations of any such divisions and sub-units;
(b)	Name. The designation of any such division or sub-unit by, and the carrying on of the business and operations of any such division or sub-unit under, a name other than the name of the Company; provided that the Company shall set out its name in legible characters in all contracts, invoices, negotiable, instruments and orders for goods or services issued or made by or on behalf of the Company; and
(c)	Officers. The appointment of officers for any such division or sub-unit, the determination of their powers and duties, and the removal of any such officer so appointed without prejudice to such officer’s rights under any employment contract or in law, provided that any such officers shall not, as such, be officers of the Company, unless expressly designated as such.

               For greater certainty, there will be a division of the Company which focuses primarily on market regulation created to oversee the Company’s regulatory functions and operations, and such division will be subject to supervision by a special committee designated by the Board of Directors, the division being subject to the ultimate authority of the Board of Directors and of the Autorité des marchés financiers. More than 50% of the members of such committee shall be independent members based on the standards set forth in the Board of Directors Independence Standards of the Company.

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               Such division will be established on a financially separate basis from the other operations of the Company, may charge for its services, and may provide, with the prior consent of the Autorité des marchés financiers, regulatory services to other exchanges, self-regulatory organizations trading facilities and/or other persons.

ARTICLE 11

INDEMNIFICATION

(a) To the extent permitted by law, every current or former director, officer, employee or committee member of the Company and any of its subsidiaries and his or her heirs, executors, and administrators, legal representatives and estate (each, an “Indemnitee”) shall from time to time, and at all times, be indemnified and saved harmless out of the funds of the Company from and against

(i)

all costs, charges and expenses (including an amount paid to settle an action or satisfy a judgment and including legal and professional fees and out of pocket expenses of attending trials, hearings and meetings) whatsoever that such Indemnitee sustains or incurs in or about any action, suit or proceeding, whether civil, criminal or administrative, and including any investigation, inquiry or hearing, or any appeal therefrom, that is threatened, brought, commenced or prosecuted against him, or in respect of which he is compelled or requested by the Company to participate, for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him in or about the execution of the duties of his office as they relate to the Company or any of its subsidiaries, including those duties executed, whether in an official capacity or not, for or on behalf of or in relation to any body corporate or entity which he serves or served at the request of or on behalf of the Company or any of its subsidiaries; and

(ii)

all other costs, charges and expenses that he sustains or incurs in or about or in relation to the affairs of the Company and its subsidiaries or any body corporate or entity which he serves or served, whether in an official capacity or not, at the request of or on behalf of the Company or any of its subsidiaries;

except such costs, charges or expenses as are occasioned by his own wilful neglect or default.

(b) Any indemnification hereunder (unless ordered by a court) shall be made by the Company unless a determination is reasonably and promptly made by the Board of Directors by a majority vote of a quorum of disinterested directors, or (if such quorum is not obtainable or, even if obtainable, a quorum of disinterested directors so directs) by independent legal counsel in a written opinion, that, based upon the facts known to the board or counsel at the time such determination is made, such Indemnitee is not entitled to indemnification by reason of his own wilful neglect or default.

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(c)	For greater certainty, it is confirmed that, to the extent permitted by law, the Company shall indemnify all costs and expenses incurred in connection with any action, suit, or proceeding contemplated herein, regardless of whether the Indemnitee has been successful or substantially successful on the merits, and without limiting the generality of the foregoing, such Indemnitee shall be indemnified against all expenses in connection with the dismissal of such action or issue without prejudice or in connection with the settlement of such action or issue without admission of liability.
(d)	To the extent permitted by law, and subject to subsection (5), below, all costs, charges and expenses indemnified (including legal and professional fees and including out of pocket expenses for attendance at trials, hearing and meetings) shall be paid by the Company in advance of the final disposition of the matter, provided that the Indemnitee shall undertake to repay such amount in the event that it is ultimately determined, either pursuant hereto or by a court of competent jurisdiction, that such Indemnitee is not entitled to indemnification.
(e)	Any costs, charges or expenses (including legal and professional fees and out of pocket expenses of attending trials, hearings and meetings) incurred or to be incurred in any action, suit or proceeding, whether civil, criminal or administrative, including any investigation, inquiry or hearing, or any appeal therefrom, shall be paid by the Company promptly, and in any event, within ninety days after receiving the written request of the Indemnitee, unless a determination is reasonably and promptly made by the Board of Directors under subsection (2) that such Indemnitee is not entitled to indemnification or to an advancement of expenses.
(f)	Any person entitled to indemnification hereunder or otherwise shall give notice to the Company, where practical, of any action, suit or proceeding which may give rise to a demand for indemnification.
(g)	Any person entitled to and demanding indemnification, hereunder or otherwise, shall cooperate with the Company throughout the course of any action, suit or proceeding, whether civil, criminal or administrative, including any investigation, inquiry or hearing, to the fullest extent possible, including but not limited to, providing the Company with the consent and authority, to be exercised at the sole option of the Company, to take carriage of such person’s defense.
(h)	The foregoing rights of indemnification and advancement of expenses shall not affect any other rights to indemnification or be exclusive of any other rights to which any person may be entitled by law or otherwise.

ARTICLE 12

RULES AND POLICIES

               The Board of Directors or any committee appointed by it may from time to time enact, amend, repeal and re-enact such rules, policies, guidelines, decisions, rulings,

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orders, instructions and directions (collectively, the “Rules and Policies”) not inconsistent with the Securities Act (Québec) as it in its discretion may consider advisable for the regulation of the use of the facilities and products of the Company, approved participants; individuals, listed companies and other entities over which the Company has jurisdiction.

               The Board of Directors or any committee appointed by it may also issue, establish, adopt, amend, repeal and re-issue, re-establish and re-adopt interpretations, procedures and practices to supplement such Rules and Policies.

               Such Rules and Policies may represent the imposition of requirements in addition to or more stringent than those imposed under the Securities Act (Québec) or by the Autorité des marchés financiers, shall be binding on approved participants, listed companies and other entities, as applicable, and may be adopted to, among other things, enhance the credibility and reputation of the Company as a well-regulated market.

               Such Rules and Policies shall be effective without the shareholders’, approved participants’ or listed companies’ approval, except as expressly otherwise provided therein, but may be subject to prior review and approval or non-disapproval by the Autorité des marchés financiers.

               Without limiting the generality of the foregoing, Rules and Policies may deal with all matters related to market regulation, including without limitation:

(a)	the financial affairs, partnership and/or corporate arrangements, business relationships, operations, and standards of practice and business conduct applicable to approved participants (and their current and former partners, shareholders, associates, insiders, directors, officers, employees, agents and representatives) in respect of their overall equity trading operations and market activities, both through the Company’s facilities and generally;
(b)	requirements applicable to or in respect of derivative products;
(c)	requirements applicable to or in respect of the securities of listed companies;
(d)	compliance reviews, examinations and investigations, and enforcement and disciplinary matters;
(e)	trading ethics, trading rules, trading currencies, clearing and settlement and market surveillance matters;
(f)	the provision of information, cooperation and/or assistance;
(g)	the payment of fees, costs, forfeitures, penalties, fines and/or other amounts; and
(h)	hearing practices, where applicable; and
(i)	the requirements and procedures applicable to becoming an approved participant (or a partner, shareholder, associate, insider, director, officer, employee, agent or

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representative of an approved participant) or a listed company (or a partner, insider, director or officer of a listed company).

ARTICLE 13

VARIOUS

SECTION 13.1 Exchange of Information, Agreements To the extent permitted by law, the Company may provide to domestic or foreign exchanges or self-regulatory organizations or domestic or foreign securities enforcement or securities regulatory authorities information and other forms of assistance for market surveillance, investigative, enforcement and other regulatory purposes.

               The Company may enter into agreements with domestic or foreign exchanges or self-regulatory organizations or domestic or foreign securities enforcement or securities regulatory authorities providing for the exchange of information and other forms of mutual assistance for market surveillance, investigative, enforcement and other regulatory purposes.

SECTION 13.2 Approved Participant Agreements, Listed Company Agreements, etc. In the discretion of the Company, approved participants may be required to enter into an Approved Participant Agreement with the Company in order to obtain access to the Company’s facilities. Approved participants shall not by virtue thereof have any ownership or voting interest in the Company, and shall be approved participants solely by virtue of their contractual arrangements with the Company. Approved participants shall not, as such, be liable for any act, default, obligation or liability of the Company.

               In addition, in the discretion of the Company, listed companies and other Persons may be required to enter into agreements with the Company.

ENACTED on n

Witness the signatures of the President
and the Secretary of the Company.

President

Secretary

- 16 -

ARTICLE 14

BORROWING

The directors of the Company are hereby authorized, whenever they deem appropriate:

(a)	to borrow money and obtain advances upon the credit of the Company, from any bank, corporation, firm, association or person, upon such terms, covenants and conditions, at such time, in such sums, to such an extent and in such manner as the Board of Directors in its discretion may deem expedient;
(b)	to limit or increase the amount to be borrowed;
(c)	to issue or cause to be issued bonds or other evidences of indebtedness of the Company and to pledge or sell the same for such sums, upon such terms, covenants and conditions and at such prices as may be deemed expedient by the Board of Directors;
(d)	to hypothecate the property, undertaking and assets, movable or immovable, now owned or hereafter acquired, of the Company, to secure payment of any such bonds or other evidences of indebtedness, or give part only of such guarantee for such purposes;
(e)	to hypothecate or otherwise encumber the property, undertaking and assets, movable or immovable, now owned or hereafter acquired, of the Company, or give all such guarantees, to secure the payment of loans made otherwise than by the issue of bonds or other evidences of indebtedness, as well as the payment or performance of any other debt, contract and obligation of the Company;
(f)	as security for any discounts, overdrafts, loans, credits advances or other indebtedness or liability of the Company, to any bank, corporation, firm or person, and interest thereon, to hypothecate and give to any bank, corporation, firm or person any or all of the Company property, undertaking and assets, movable or immovable, now owned or hereafter acquired, and to give such security thereon as may be taken by a bank under the provisions of the Bank Act, and to renew, alter, vary or substitute such security from time to time, with authority to enter into promises to give security under the Bank Act for any indebtedness contracted or to be contracted by the Company to any bank;
(g)	to delegate to such officer(s) or director(s) of the Company as the directors may designate all or any of the foregoing powers to such extent and in such manner as the directors may determine.

               AND the powers of borrowing and giving security hereby authorized shall be deemed to be continuing powers and not to be exhausted by the first exercise thereof, but may be exercised from time to time hereafter, until the repeal of this by-law and notice thereof has been given in writing.

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ENACTED on n

Witness the signatures of the President
and the Secretary of the Company.

President

Secretary

SCHEDULE 1.1.11

AMALGAMATION BY-LAW

(see attached)

“BY-LAW 2007-1

1.	THAT the Company be and is hereby authorized to amalgamate with SubCo and to continue their existence as one company under the name of BOURSE DE MONTRÉAL INC. (and its version MONTRÉAL EXCHANGE INC.), the whole pursuant to the provisions of section 123.115 et seq of the Companies Act (Quebec) and subject to the terms and conditions set forth in the form of Combination Agreement, a copy of which is attached hereto as Exhibit A, and the form of Amalgamation Agreement by and among SubCo, the Company, TSX Group Inc. and 9190-1983 Québec Inc. (the “Amalgamation Agreement”), a copy of which is attached hereto as Exhibit B; and
2.	THAT the Company be and hereby is authorized to enter into the Amalgamation Agreement pursuant to Section 123.122 of the Companies Act (Quebec), the form of which has been reviewed by the Board of Directors and is hereby approved, with all such additions, deletions or other changes as may be deemed appropriate or necessary by the Authorized Signatory (as defined below), such execution and delivery to be conclusive evidence of the authority of such Authorized Signatory in so doing and of such Authorized Signatory’s approval of such additions, deletions or other changes to such Amalgamation Agreement; and
3.	THAT any one of the President and Chief Executive Officer, the Chief Financial Officer and the Vice-President, Legal Affairs and Secretary, acting alone, (an “Authorized Signatory”) be and each hereby is authorized and directed for and on behalf and in the name of the Company to sign, execute and deliver, in the name of and on behalf of the Company the Amalgamation Agreement, with such additions, deletions or other changes as such Authorized Signatory deems appropriate or necessary, such execution and delivery to be conclusive evidence of the authority of such Authorized Signatory in so doing and of such Authorized Signatory’s approval of such additions, deletions or other changes to such agreement; and
4.	THAT any director of the Company be and each hereby is authorized and directed for and on behalf and in the name of the Company to execute and deliver the articles of amalgamation pursuant to the Companies Act (Quebec); and
5.	THAT any director of SubCo be and is hereby authorized, for and on behalf of the Company, upon satisfaction or waiver of all the conditions specified in the Combination Agreement and provided that the Amalgamation Agreement has not otherwise been terminated, to file articles of amalgamation, amalgamating the Company with SubCo and

continuing their existence as one company under the name of BOURSE DE MONTRÉAL INC. (and its version MONTRÉAL EXCHANGE INC.), with the enterprise registrar; and

6.

THAT the Company be and hereby is, and any officer or director of the Company for and on behalf and in the name of the Company be and each hereby is, authorized and directed to do all such acts and things, and to sign and execute all such documents, instruments and agreements, and, where necessary or appropriate, cause to be filed with the appropriate governmental and regulatory authorities, all of such instruments, documents, certificates, contracts, agreements, registrations, receipts or other papers, in the name and on behalf of the Company, to incur and pay all sums of money, including the payment of all fees and expenses, and to engage persons, as any officer or director of the Company may deem necessary or advisable in order to give effect to and carry out any matters authorized by the foregoing and to implement the transactions contemplated by the Combination Agreement and the Amalgamation Agreement, subject to the further approval by the Board of all documents as may be necessary in the context of the convening and holding of the special meeting of the Company’s shareholders as contemplated in the Combination Agreement, the execution and delivery of such documents and the taking of any such action on behalf of the Company to constitute conclusive evidence of the officer’s or director’s approval thereof and such person’s authority to do so.”

SCHEDULE 1.1.12

AMALGAMATION RESOLUTION

RESOLUTION OF THE SHAREHOLDERS OF
BOURSE DE MONTRÉAL INC. / MONTRÉAL EXCHANGE INC.
(the “Company”)

WHEREAS by agreement dated December 10, 2007 (the “Combination Agreement”) between the Company and TSX Group Inc. (“TSX”), the Company agreed that it would amalgamate with 9189-7058 Québec Inc. (“SubCo”), as a result of which the Company shall become a wholly-owned subsidiary of TSX;

RESOLVED THAT the following by-law adopted by the Board of Directors of the Company on December 9, 2007, be and is hereby confirmed as By-Law No. 2007-1 of the Company:

“BY-LAW 2007-1

1.	THAT the Company be and is hereby authorized to amalgamate with SubCo and to continue their existence as one company under the name of BOURSE DE MONTRÉAL INC. (and its version MONTRÉAL EXCHANGE INC.), the whole pursuant to the provisions of section 123.115 et seq of the Companies Act (Quebec) and subject to the terms and conditions set forth in the form of Combination Agreement, a copy of which is attached hereto as Exhibit A, and the form of Amalgamation Agreement by and among SubCo, the Company, TSX Group Inc. and 9190-1983 Québec Inc. (the “Amalgamation Agreement”), a copy of which is attached hereto as Exhibit B; and
2.	THAT the Company be and hereby is authorized to enter into the Amalgamation Agreement pursuant to Section 123.122 of the Companies Act (Quebec), the form of which has been reviewed by the Board of Directors and is hereby approved, with all such additions, deletions or other changes as may be deemed appropriate or necessary by the Authorized Signatory (as defined below), such execution and delivery to be conclusive evidence of the authority of such Authorized Signatory in so doing and of such Authorized Signatory’s approval of such additions, deletions or other changes to such Amalgamation Agreement; and
3.	THAT any one of the President and Chief Executive Officer, the Chief Financial Officer and the Vice-President, Legal Affairs and Secretary, acting alone, (an “Authorized Signatory”) be and each hereby is authorized and directed for and on behalf and in the name of the Company to sign, execute and deliver, in the name of and on behalf of the Company the Amalgamation Agreement, with such additions, deletions or other changes as such Authorized Signatory deems appropriate or necessary, such execution and delivery to be conclusive evidence of the authority of such Authorized Signatory in so doing and of such Authorized Signatory’s approval of such additions, deletions or other changes to such agreement; and

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4.	THAT any director of the Company be and each hereby is authorized and directed for and on behalf and in the name of the Company to execute and deliver the articles of amalgamation pursuant to the Companies Act (Quebec); and
5.	THAT any director of SubCo be and is hereby authorized, for and on behalf of the Company, upon satisfaction or waiver of all the conditions specified in the Combination Agreement and provided that the Amalgamation Agreement has not otherwise been terminated, to file articles of amalgamation, amalgamating the Company with SubCo and continuing their existence as one company under the name of BOURSE DE MONTRÉAL INC. (and its version MONTRÉAL EXCHANGE INC.), with the enterprise registrar; and
6.	THAT the Company be and hereby is, and any officer or director of the Company for and on behalf and in the name of the Company be and each hereby is, authorized and directed to do all such acts and things, and to sign and execute all such documents, instruments and agreements, and, where necessary or appropriate, cause to be filed with the appropriate governmental and regulatory authorities, all of such instruments, documents, certificates, contracts, agreements, registrations, receipts or other papers, in the name and on behalf of the Company, to incur and pay all sums of money, including the payment of all fees and expenses, and to engage persons, as any officer or director of the Company may deem necessary or advisable in order to give effect to and carry out any matters authorized by the foregoing and to implement the transactions contemplated by the Combination Agreement and the Amalgamation Agreement, subject to the further approval by the Board of all documents as may be necessary in the context of the convening and holding of the special meeting of the Company’s shareholders as contemplated in the Combination Agreement, the execution and delivery of such documents and the taking of any such action on behalf of the Company to constitute conclusive evidence of the officer’s or director’s approval thereof and such person’s authority to do so.”

SCHEDULE 1.1.77

REGULATORY APPROVALS

1. Compliance with the Competition Act with respect to the transactions contemplated by this Agreement in any one of the following manners:

(a)	the issuance of an advance ruling certificate by the Commissioner pursuant to section 102(1) of the Competition Act with respect to the transactions contemplated by this Agreement; or
(b)	TSX and MX have given the notice required under section 114 of the Competition Act with respect to the transactions contemplated by this Agreement and the applicable waiting period under section 123 of the Competition Act has expired or been waived; or
(c)	the obligation to give the notice required under section 114 of the Competition Act has been waived pursuant to subsection 113(c) of the Competition Act,

and, in the case of (b) or (c) above, TSX has been advised in writing by the Commissioner or a person duly authorized by the Commissioner that the Commissioner has determined that grounds do not exist, at that time, for her to make an application to the Competition Tribunal under the merger provisions of the Competition Act with respect to the transactions contemplated by this Agreement, and the form of and any material terms and conditions attached to any such advice would not adversely affect TSX in the sole discretion of TSX, acting reasonably, and such advice has not been rescinded or amended.

2.	A decision of the AMF granting its approval for the necessary changes to the articles of MX to the extent necessary to permit the Amalgamation to be consummated in accordance with its terms and the terms of this Agreement and the Amalgamation Agreement.
3.	A decision of the AMF authorizing Amalco to carry on exchange activities and issuing a new recognition order (the “Amalco Recognition Order”) in replacement of the Recognition Order, as necessary to permit the Amalgamation to be consummated in accordance with the terms of this Agreement and the Amalgamation Agreement.
4.	A decision of the AMF in connection with termination of 1999 Agreement.
5.	Conditional approval of Toronto Stock Exchange to the listing of the TSX Shares issuable as contemplated hereby and any related approval of the OSC in connection therewith which may be required pursuant to Schedule A of the TSX Recognition Order.
6.	A decision of the OSC amending the exemptive relief granted to MX as necessary to permit the Amalgamation to be consummated in accordance with the terms of this Agreement and the Amalgamation Agreement.

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7. Approval by the SEC of such rule changes by Boston Stock Exchange, Inc. (“BSE”) as the SEC may deem to be required to be filed pursuant to Section 19(b) of the U.S. Securities Exchange Act of 1934, as amended, and Rule 19b-4 thereunder as a result of the transactions contemplated by this Agreement and the completion by BSE, BOX and MX and its Subsidiaries of such actions as may be necessary as a condition to the effectiveness of such approval.

SCHEDULE 3.1

REPRESENTATIONS AND WARRANTIES OF MX

3.1.1	Corporate Existence and Power. MX is a company duly incorporated, validly existing and in good standing, to the extent that such concept is recognized, under the laws of Québec and has all corporate power and authority to own its assets as now owned and to carry on its business as now conducted. MX is duly registered or otherwise authorized to do business and is in good standing, to the extent that such concept is recognized, in each jurisdiction in which the character of its properties, owned, leased, licensed or otherwise held, or the nature of its activities makes such registration necessary, and has all governmental licenses, authorizations, permits, consents and approvals required to own, lease and operate its properties and assets and to carry on its business as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on MX.
3.1.2	Corporate Authorization. The execution, delivery and performance by MX of this Agreement and the consummation by MX of the transactions contemplated hereby are within MX’s corporate powers and have been duly authorized by the Board of Directors and no other corporate proceedings on the part of MX are necessary to authorize this Agreement or the transactions contemplated hereby other than in connection with the approval by the Board of Directors of the MX Circular and the approval by MX Shareholders of the Amalgamation Resolution. This Agreement constitutes a valid and binding agreement of MX, enforceable against MX in accordance with its terms.
3.1.3	Governmental Authorization. The execution, delivery and performance by MX of this Agreement and the consummation by MX of the transactions contemplated hereby and under the Amalgamation Agreement require no consent, approval or authorization of or any action by or in respect of, or filing, recording, registering or publication with, or notification to any Governmental Entity other than (i) filings with the Enterprise Registrar under the Companies Act; (ii) the Regulatory Approvals; (iii) compliance with any applicable securities Laws, stock exchange rules and policies, including, without limitation, as set forth in the MX Disclosure Letter; and (iv) any actions or filings the absence of which would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on MX.
3.1.4	Non-Contravention. The execution, delivery and performance by MX of its obligations under this Agreement and the consummation of the transactions contemplated hereby and by the Amalgamation Agreement do not and will not, except as set out in the MX Disclosure Letter: (i) contravene, conflict with, or result in any violation or breach of any provision of the articles of incorporation or by-laws of MX or the constating documents of any of its Subsidiaries (including CAREX and BOX); (ii) assuming compliance with the matters referred to in paragraph 3.1.3 above, contravene, conflict with, or result in a violation or breach of any provision of, any applicable Law; (iii) require any notice or consent or other action by any Person under, contravene, conflict with, violate, breach or constitute a default, or an event that, with or without notice or lapse of time or both,

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	would constitute a default, under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which MX or any of its Subsidiaries (including CAREX and, to the knowledge of MX, BOX) is entitled under, or give rise to any rights of first refusal or trigger any change in control provisions or any restriction under, any provision of any Contract binding upon MX or any of its Subsidiaries (including CAREX and, to the knowledge of MX, BOX) or affecting any of their respective assets; or (iv) result in the creation or imposition of any Lien on any asset of MX or any of its Subsidiaries (including CAREX and, to the knowledge of MX, BOX), with such exceptions, in the case of each of clauses (ii) through (iv), as would not have, or be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on MX. True and complete copies of the articles of incorporation and by-laws of MX as currently in effect have been made available to TSX and MX has not taken any action to amend or succeed such documents, except as contemplated in this Agreement.
3.1.5	Capitalization. The authorized share capital of MX consists of an unlimited number of MX Shares and an unlimited number of preferred shares, issuable in series. As at the date hereof: (i) there are issued and outstanding the number of MX Shares set out in the MX Disclosure Letter and no preferred shares were issued and outstanding; (ii) an aggregate of 190,000 MX Shares are issuable upon the exercise of all outstanding MX Options. Except as disclosed in the MX Disclosure Letter and with respect to the MX Options, there are no options, warrants, conversion privileges or other rights, agreements or commitments of any character whatsoever requiring or which may require the issuance, sale or transfer by MX of any shares or other securities of MX (including MX Shares and preferred shares) or any of its Subsidiaries (including CAREX and BOX), and neither MX nor any of its Subsidiaries (including CAREX and BOX) has issued and outstanding any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any shares of MX (including MX Shares and preferred shares) or any of its Subsidiaries (including CAREX and BOX). All outstanding MX Shares have been duly authorized and validly issued, are fully paid and nonassessable, (and no such shares have been issued in violation of any preemptive or similar rights) and all MX Shares issuable upon the exercise of rights under the MX Options in accordance with their respective terms have been duly authorized and, upon issuance, will be validly issued as fully paid and non-assessable. Except as disclosed in the MX Disclosure Letter, no MX Shareholder is entitled to any pre-emptive or other similar right granted by MX or any of its Subsidiaries (including CAREX and BOX). Except as disclosed in the MX Disclosure Letter, there are no outstanding contractual or other obligations of MX or any Subsidiary to repurchase, redeem or otherwise acquire any of its securities or with respect to the voting or disposition of any outstanding securities of a Subsidiary.
3.1.6	Subsidiaries. The MX Disclosure Letter sets forth the following information with respect to each Subsidiary (including CAREX and, to the knowledge of MX, BOX) of MX: (i) its name; (ii) the number, type and principal amount, as applicable, of its outstanding equity securities and debt instruments and a list of registered and, if known, beneficial holders thereof; and (iii) its jurisdiction of organization or governance. Each Subsidiary (including CAREX and, to the knowledge of MX, BOX) of MX is a corporation, partnership, trust or limited partnership, as the case may be, duly organized, validly

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existing and in good standing under the laws of the jurisdiction of its incorporation, organization or formation, as the case may be, and has all requisite corporate, trust or partnership power and authority, as the case may be, to own, lease and operate its properties and assets and to carry on its business as now being conducted, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on MX. MX is, directly or indirectly, the registered and beneficial owner of all of the outstanding shares of capital stock or other equity interests of each of the Subsidiaries (other than MCeX, with respect to which MX owns the issued and outstanding shares as set forth in the MX Disclosure Letter), free and clear of any Encumbrances. All of the shares and other equity interests owned by MX in its Subsidiaries, CAREX or BOX are validly issued, fully paid and nonassessable (and no such shares have been issued in violation of any preemptive or similar rights). Except for the equity interests owned by MX, directly or indirectly in any Subsidiary (or CAREX or BOX) of MX, and except as set forth in the MX Disclosure Letter, neither MX nor any Subsidiary (or CAREX of MX owns, beneficially or of record, any equity interest of any kind in any other Person.

3.1.7

Reporting Status and Securities Laws Matters.

3.1.7.1

MX is a “reporting issuer” and not on the list of reporting issuers in default under the applicable Canadian provincial securities Laws and is not in default of any material requirements of any securities Laws. No delisting, suspension of trading in or cease trading order with respect to any securities of MX and, to the knowledge of MX, except as set forth in the MX Disclosure Letter, no inquiry or investigation with respect to MX (formal or informal) of any Securities Authority, is in effect or ongoing or expected to be implemented or undertaken. The documents comprising the MX Public Disclosure Record did not, at the time filed with Securities Authorities, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading in light of the circumstances under which they were made. MX has timely filed with the Securities Authorities all material forms, reports, schedules, certifications, statements and other documents required to be filed by MX with the Securities Authorities since February 23, 2007, except where the failure to timely file would not reasonably be expected to have a Material Adverse Effect on MX. MX has not filed any confidential material change reports with the Securities Authorities which at the date hereof remain confidential.

3.1.7.2

MX has established and maintains disclosure controls and procedures within the meaning of Multilateral Instrument 52-109 — Certification of Disclosure in Issuers’ Annual and Interim Filings. MX’s disclosure controls and procedures are designed to provide reasonable assurance that material information relating to MX, including its consolidated subsidiaries, is made known to MX’s chief executive officer and its chief financial officer by others within those entities, particularly during the period in which MX’s filings under applicable securities Laws are being prepared. MX has established and maintains internal control

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over financial reporting within the meaning of Multilateral Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings. MX’s internal control over financial reporting has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. MX has disclosed in its most recent interim MD&A any change in MX’s internal control over financial reporting that occurred during MX’s most recent interim period that has materially affected, or is reasonably likely to materially affect, MX’s internal control over financial reporting. MX has made available to TSX copies of any written notifications it has received to date since February 23, 2007 of a (i) significant deficiency or (ii) material weakness in MX’s internal control over financial reporting.

3.1.8	Hart-Scott Rodino Antitrust Improvements Act of 1976. MX (including entities controlled by MX): (i) held no more than US$59.8 million in assets (other than investment assets, or voting or non-voting securities of another Person) located in the United States of America, based on its most recent regularly prepared balance sheet; and (ii) had aggregate sales of no more than US$59.8 million in or into the United States of America in its most recent fiscal year for which financial data are reasonably available, in each case calculated in accordance with § 802.51 of the Regulations under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended.
3.1.9	Financial Statements. The audited consolidated financial statements as at and for the year ended December 31, 2006 and unaudited consolidated interim financial statements of MX as at and for the nine-month period ended September 30, 2007 (including, in each case, any notes and schedules thereto) included in the MX Disclosure Record (collectively, the “MX Financial Statements”) fairly present, in all material respects, in conformity with GAAP applied on a consistent basis as in effect on the dates of such financial statements (except as may be indicated in the notes thereto), the consolidated financial position of MX and its consolidated Subsidiaries and their consolidated results of operations and cash flows as of the dates thereof and for the respective periods then ended (subject to year-end adjustments and the absence of footnotes in the case of any unaudited interim financial statements).
3.1.10	Absence of Certain Changes. Since December 31, 2006: (i) other than the transactions contemplated in this Agreement, the business of MX and its Subsidiaries (including CAREX and, to the knowledge of MX, BOX) has been conducted in the ordinary course of business consistent with past practice (it being understood that CAREX and MCeX are start-up enterprises); (ii) there has not been any event, change, occurrence, development or state of circumstances or facts that has had or would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on MX that has not been disclosed in the MX Disclosure Record; (iii) other than as disclosed in the MX Financial Statements, there has not been any change in the accounting policies used by MX and its Subsidiaries (including CAREX); and (iv) except in the ordinary course of business consistent with past practice or as set forth on the MX Disclosure Letter, there has not been any increase in salary, bonus or benefits to any director, officer or employee of MX.

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3.1.11 No Undisclosed Material Liabilities. Except as set forth on the MX Disclosure Letter, there are no liabilities or obligations of MX or any of its Subsidiaries (including CAREX), whether or not required by GAAP to be reflected on or reserved against in a balance sheet or in the notes thereto, other than: (i) liabilities or obligations to the extent reflected in the MX Financial Statements or in the notes thereto; (ii) liabilities or obligations incurred in the ordinary course of business since December 31, 2006; (iii) liabilities or obligations incurred in connection with the transactions contemplated hereby; and (iv) liabilities or obligations that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on MX.

3.1.12 Compliance with Laws. Except as set forth on the MX Disclosure Letter, MX and each of its Subsidiaries (including CAREX and, to the knowledge of MX, BOX) and their respective assets is, and since January 1, 2006 has been, in compliance with, and to the knowledge of MX is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (including privacy Laws), except for failures to comply, investigations or violations that have not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on MX.

3.1.13 Litigation. As at the date hereof, there are no claims, actions, suits, demands, arbitrations, charges, indictments, hearings or other civil, criminal, administrative or investigative proceedings, or other investigations or examinations known to MX (collectively, “Legal Actions”) pending against or, to the knowledge of MX, threatened against or, affecting MX or any of its Subsidiaries (including CAREX and BOX) or affecting any of their respective property or assets at law or in equity before or by any Governmental Entity, which Legal Actions would reasonably be expected to have a Material Adverse Effect on MX, other than as set forth on the MX Disclosure Letter. At the date hereof, neither MX nor any of its Subsidiaries (including CAREX and, to the knowledge of MX, BOX) nor their respective assets or properties is subject to any outstanding judgment, order, writ, injunction or decree that has had or would reasonably be expected to have a Material Adverse Effect on MX.

3.1.14 Taxes. MX and each of its Subsidiaries (including CAREX) has duly and timely filed all material Returns required to be filed by it prior to the date hereof, other than those which have been administratively waived, and all such Returns are complete and correct in all material respects. Each of them has paid, or withheld and remitted on a timely basis all Taxes which are due and payable on or before the date hereof, other than those which are being diligently contested in good faith through proper proceedings and with respect to which adequate reserves in accordance with GAAP have been provided in the MX Financial Statements. To the knowledge of MX, there is no claim, audit, action, suit, proceeding or investigation now pending or threatened against or with respect to MX or its Subsidiaries (including CAREX) in respect of any material Tax or Tax asset that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on MX. There are no currently effective material elections, agreements or waivers extending the statutory period or providing for an extension of time with respect to the assessment or reassessment of any Taxes, or of the filing of any Return or any payment of Taxes by MX and any of its Subsidiaries.

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3.1.15 Real Property. Neither MX nor any of its Subsidiaries (including CAREX and, to the knowledge of MX, BOX) owns any real or immovable property. With respect to the real or immovable property leased, subleased or occupied by MX or its Subsidiaries (including CAREX), all of which is listed in the MX Disclosure Letter (the “Leased Real Property”): (i) the lease, sublease or occupancy agreement for such property is valid, legally binding, enforceable and in full force and effect with respect to MX or its Subsidiaries (including CAREX), as the case may be, true and complete copies of which (including all related amendments, supplements, notices and ancillary agreements) have been made available by MX to TSX, and none of MX or any of its Subsidiaries (including CAREX) or, to the knowledge of MX, the landlord is in breach of or default under such lease or sublease, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of MX or its Subsidiaries (including CAREX) or permit termination, modification or acceleration by any third party thereunder; and (ii) no third party has repudiated or has the right to terminate or repudiate such lease, sublease or occupancy agreement (except for the normal exercise of remedies in connection with a default thereunder or any termination rights set forth in the lease or sublease) or any provision thereof, except in each case, for such invalidity, failures to be binding, unenforceability, ineffectiveness, breaches, defaults, terminations, modifications, accelerations, repudiations and rights to terminate or repudiate that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on MX.

3.1.16	Personal Property. MX and its Subsidiaries (including CAREX) have good and valid title to, or a valid and enforceable interest (whether a leasehold interest or otherwise) in, all personal or movable property owned or leased or otherwise held or used by them, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on MX.
3.1.17	Intellectual Property.

3.1.17.1

The MX Disclosure Letter sets forth as at the date hereof a complete and accurate list of all of the following throughout the world granted to, applied for or owned by MX and its Subsidiaries (including CAREX): (i) Patents, (ii) registered Trademarks (including Internet domain name registrations) and material unregistered Trademarks, (iii) registered Copyrights and material unregistered Copyrights and (iv) material Information Technology which are owned by MX (collectively, the “MX Owned Intellectual Property”). Such list includes, where applicable, the record owner, jurisdiction and registration and/or application number, and date issued (or filed) for each of the foregoing.

3.1.17.2

MX and its Subsidiaries (including CAREX) are the sole and exclusive owners of or have a valid right to use, free and clear of all Encumbrances, all of the Technology used in or necessary for the conduct of their business as currently conducted or contemplated to be conducted, subject to the terms of any applicable third party license agreements. The MX Owned Intellectual Property and, to the knowledge of MX, any Intellectual Property used in the

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	business of MX and its Subsidiaries (including CAREX), is subsisting, in full force and effect, and has not been cancelled, expired, or abandoned.
3.1.17.3	The MX Disclosure Letter sets forth a complete and correct list of the License Agreements.
3.1.17.4	Except as disclosed in the MX Disclosure Letter, no licenses or rights have been granted including under source code escrow agreement to access, use or distribute the source code, or to use source code to create Derivative Works, of any product currently marketed by, commercially available from, or under development by MX or any of its Subsidiaries for which MX or any of its Subsidiaries (including CAREX) possesses the source code.
3.1.17.5	To the knowledge of MX, the conduct of the business of MX and its Subsidiaries (including CAREX), as presently conducted and as proposed to be conducted, does not conflict with or result in violation of any Intellectual Property of any other Person.
3.1.17.6	Except as disclosed in the MX Disclosure Letter, to the knowledge of MX, no third party is misappropriating, infringing, diluting or violating any MX Owned Intellectual Property or Technology used by MX and its Subsidiaries (including CAREX), except misappropriations, infringements, dilutions or violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on MX, and no Legal Action or other adversarial claims have been brought or threatened against any third party by MX and its Subsidiaries (including CAREX).
3.1.17.7	Except as would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on MX, the Information Technology: (i) is free from defects that would render it inoperable or unusable as a whole; and (ii) does not contain any disabling mechanisms or protection features which are designed to disrupt or prevent the use of the Information Technology, including computer viruses, time locks or any code, instruction or device that may be used to access, modify, delete or damage any of the Information Technology.
3.1.17.8	With respect to any MX Owned Intellectual Property, including Information Technology, such MX Owned Intellectual Property was either developed (i) by employees of MX and its Subsidiaries within the scope of their employment or (ii) by independent contractors who have vested all rights in and to such Intellectual Property to MX or any of its Subsidiaries (including CAREX) pursuant to written agreements (such as by assignment or work-made-for-hire provisions). All current and former officers, employees and consultants having participated in or contributed to the development of the Technology are subject to and have agreed in writing to be bound by MX’s Code of Ethics, including the express provisions thereof relating to the confidentiality of confidential Technical Information of MX or any of its

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	Subsidiaries (including CAREX) and the Intellectual Property rights of MX in all such Technology and Technical Information and copyrighted works.
3.1.17.9	MX and its Subsidiaries (including CAREX) have established (and are operating in material compliance with) commercially reasonable disaster recovery plans, procedures and facilities, including hardware and software, and have taken commercially reasonable steps to safeguard all hardware, software and Information Technology that is material to their business and restrict unauthorized access thereto.
3.1.17.10	All of the Information Technology used in or necessary to the conduct of the business of BOX as currently conducted or contemplated to be conducted, other than Third Party Software that is otherwise available on prevailing market terms or otherwise commercially reasonable terms, is licensed from MX or one of its Subsidiaries.

3.1.18 Insurance. MX and its Subsidiaries (including CAREX) maintain policies of insurance as are listed in the MX Disclosure Letter and MX and its Subsidiaries (including CAREX), as the case may be, in compliance in all material respects with all requirements with respect thereto. MX and its Subsidiaries (including CAREX and, to the knowledge of MX, BOX) maintain insurance coverage with reputable insurers in such amounts and covering such risks as are in accordance with normal industry practice for companies engaged in businesses similar to that of MX and its Subsidiaries (including CAREX and BOX). To the knowledge of MX, there are no facts that, at the date hereof, would give rise to an obligation of MX to indemnify its directors and officers.

3.1.19 Material Contracts. All Contracts to which MX or any of its Subsidiaries (including CAREX) is a party or by which any of them is bound: (i) which involve aggregate future payments by or to any of them in excess of $500,000 in any 12-month period or which extend for a period of more than two years and are not terminable without penalty of less than $200,000; (ii) with any Governmental Entity (including licences); (iii) entered into since December 31, 2006, for the sale of securities or material assets of MX or any of its Subsidiaries (including CAREX), or for the acquisition of securities, material assets or material businesses of others (by merger, amalgamation, reorganization, arrangement or otherwise) or for the grant to any person of any preferential rights to purchase any of its material assets; (iv) which are indentures, credit agreements, security agreements, mortgages, hypothecs, guarantees, promissory notes and other Contracts relating to the borrowing of money in excess of $250,000; (v) under which MX or any if its Subsidiaries (including CAREX) has any liabilities to any (a) current director or officer of any of MX or any of its Subsidiaries (including CAREX) or any person that has served within the past two years as such or any of such Person’s immediate family members; (b) registered or beneficial owner of more than five percent of the MX Shares as the date hereof; or (c) to the knowledge of MX, any Affiliate or Associate of any Person referred to in clauses (a) or (b) (other than MX or any if its Subsidiaries (including CAREX); and (vi) which are of the type referred to above and outside the ordinary and regular course of

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	business; (collectively, “MX Material Contracts”) are listed in the MX Disclosure Letter.
	Except as would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on MX: (i) each of the MX Material Contracts and each of the BOX Material Contracts is in full force and effect, is valid, binding and enforceable against MX or its Subsidiaries (including CAREX or, to the knowledge of MX, BOX), as the case may be; (ii) except as set out in the MX Disclosure Letter no notice of termination been given thereunder; and (iii) neither MX nor any of its Subsidiaries (including CAREX and, to the knowledge of MX, BOX) is in breach or default under any MX Material Contract or BOX Material Contract or is aware of any condition that with the passage of time or the giving of notice or both would result in such a breach or default by MX or its Subsidiaries (including CAREX or, to the knowledge of MX, BOX). Neither MX nor any of its Subsidiaries has received written notice of any breach or default under any MX Material Contract by any other party thereto, except where any such violation or default would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on MX.
3.1.20	Indebtedness. The MX Disclosure Letter sets forth a true and complete summary of the outstanding consolidated Indebtedness of MX and each of its Subsidiaries (including CAREX) at the date hereof and, to the knowledge of MX, the Indebtedness of BOX at September 30, 2007.

3.1.21 Pension and Employee Benefits

3.1.21.11	The MX Disclosure Letter lists all agreements, health, welfare, supplemental unemployment benefit, bonus, profit sharing, deferred compensation, stock purchase, stock compensation, disability, pension or retirement plans and other employee or director compensation or benefit plans, policies or arrangements which are maintained by MX or any of its Subsidiaries (including CAREX and, to the knowledge of MX, BOX) for the benefit of employees and former employees (including the MX Employee Purchase Plan and the MX Stock Option Plan) (collectively, the “MX Plans”).
3.1.21.12	MX and each of its Subsidiaries (including CAREX and, to the knowledge of MX, BOX) have complied in all material respects, with the terms of all MX Plans and with all applicable Laws relating thereto.
3.1.21.13	All of the MX Plans are established and registered and, in all material respects, administered in accordance with all applicable Laws and in accordance with their terms.
3.1.21.14	All current obligations of MX or any of its Subsidiaries (including CAREX and, to the knowledge of MX, BOX) regarding the MX Plans have been satisfied except as would not reasonably be expected to have a Material

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	Adverse Effect on MX and no Taxes are due and payable under any of the MX Plans.
3.1.21.15	Each MX Plan is insured or funded as may be required by applicable Law and in good standing with such Governmental Entities as may be applicable.
3.1.21.16	To the knowledge of MX, no MX Plan is subject to any pending investigation, examination or other proceeding, action or claim initiated by any Governmental Entity, or by any other party (other than routine claims for benefits), and, to the knowledge of MX, there exists no state of facts which after notice or lapse of time or both would reasonably be expected to give rise to any such investigation, examination or other proceeding, action or claim or to affect the registration of any MX Plan required to be registered.
	Except as set out in the MX Disclosure Letter, neither the execution and delivery of this Agreement by MX nor consummation of the Amalgamation nor compliance by MX with any of the provisions hereof, shall result in any payment by MX or any of its Subsidiaries (including CAREX, and to the knowledge of MX, BOX) (including severance, unemployment compensation, bonuses or otherwise) becoming due to any director or employee of MX or any of its Subsidiaries (including CAREX and, to the knowledge of MX, BOX) or result in any increase or acceleration of contributions, liabilities or benefits, or acceleration of vesting, under any MX Plan or restriction held in connection with a MX Plan.

3.1.22 Customers. The MX Disclosure Letter sets out a list of the 10 largest customers (by two-sided volume of transactions and by value of transactions (being gross transaction revenue before any rebates or, in respect of certain contracts, licensing royalties) and ranked in descending order) of MX and its Subsidiaries for the year ended December 31, 2006 and for the ten-month period ended October 31, 2007 (the “Material Customers”). No Material Customer has, since December 31, 2006, cancelled or otherwise terminated, or threatened in writing to cancel or otherwise terminate, its relationship with MX or any Subsidiary.

3.1.23 Brokers. Except for National Bank Financial Inc. and Citigroup Global Markets Inc., no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from, or to the reimbursement of any of its expenses by, MX in connection with this Agreement or the Amalgamation. MX has made full disclosure in the MX Disclosure Letter to TSX of all fees to be paid to each of National Bank Financial Inc. and Citigroup Global Markets Inc. under the terms of the respective agreements with each of them.

SCHEDULE 3.2

REPRESENTATIONS AND WARRANTIES OF TSX

3.2.1 Corporate Existence and Power. TSX is a corporation duly incorporated, validly existing and in good standing, to the extent such concept is recognized, under the laws of Ontario and has all corporate power and authority to own its assets as now owned and to carry on its business as now conducted. TSX is duly registered or otherwise authorized to do business and is in good standing, to the extent such concept is recognized, in each jurisdiction in which the character of its properties, owned, leased, licensed or otherwise held, or the nature of its activities makes such registration necessary, and has all governmental licenses, authorizations, permits, consents and approvals required to own, lease and operate its properties and assets and to carry on its business as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on TSX.

3.2.2 Corporate Authorization. The execution, delivery and performance by TSX of this Agreement and the consummation by TSX of the transactions contemplated hereby are within TSX’s corporate powers and have been duly authorized by the board of directors of TSX and no other corporate proceedings on the part of TSX are necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement constitutes a valid and binding agreement of TSX, enforceable against TSX in accordance with its terms.

3.2.3 Governmental Authorization. The execution, delivery and performance by TSX of this Agreement and the consummation by TSX of the transactions contemplated hereby and under the Amalgamation Agreement require no consent, approval or authorization of or any action by or in respect of, or filing, recording, registering or publication with, or notification to any Governmental Entity other than (i) filings with the Enterprise Registrar under the Companies Act; (ii) the Regulatory Approvals; (iii) compliance with any applicable securities Laws, stock exchange rules and policies; and (iv) any actions or filings the absence of which would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on TSX.

3.2.4 Non-Contravention. The execution, delivery and performance by TSX of its obligations under this Agreement and the consummation of the transactions contemplated hereby and by the Amalgamation Agreement do not and will not, except as set out in the TSX Disclosure Letter: (i) contravene, conflict with, or result in any violation or breach of any provision of the articles of incorporation or by-laws of TSX or the constating documents of any of its Subsidiaries; (ii) assuming compliance with the matters referred to in paragraph 3.2.3 above, contravene, conflict with, or result in a violation or breach of any provision of, any applicable Law; (iii) require any notice or consent or other action by any Person under, contravene, conflict with, violate, breach or constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default, under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which TSX or any of its Subsidiaries

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is entitled under, or give rise to any rights of first refusal or trigger any change in control provisions or any restriction under, any provision of any Contract binding upon TSX or any of its Subsidiaries or affecting any of their respective assets; or (iv) result in the creation or imposition of any Lien on any asset of TSX or any of its Subsidiaries or give rise to any liabilities or obligations of TSX or any of its Subsidiaries, with such exceptions, in the case of each of clauses (ii) through (iv), as would not have, or be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on TSX. True and complete copies of the articles of incorporation and by-laws of TSX as currently in effect have been delivered to MX and TSX has not taken any action to amend or succeed such documents.

3.2.5

Capitalization. The authorized share capital of TSX consists of an unlimited number of TSX Shares and an unlimited number of preferred shares, issuable in series. As of the date hereof: (i) there are issued and outstanding the number of TSX Shares set out in the TSX Disclosure Letter and no preferred shares were issued and outstanding; (ii) an aggregate of 977,555 TSX Shares are issuable upon the exercise of all outstanding TSX Options. Except with respect to the TSX Options or as set out in the TSX Disclosure Letter, there are no options, warrants, conversion privileges or other rights, agreements or commitments of any character whatsoever requiring or which may require the issuance, sale or transfer by TSX of any shares or other securities of TSX (including TSX Shares and preferred shares) or any of its Subsidiaries, and neither TSX nor any of its Subsidiaries has issued and outstanding any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any shares of TSX (including TSX Shares and preferred shares) or any of its Subsidiaries. All outstanding TSX Shares have been duly authorized and validly issued, are fully paid and nonassessable, (and no such shares have been issued in violation of any preemptive or similar rights) and all TSX Shares issuable upon the exercise of rights under the TSX Options in accordance with their respective terms have been duly authorized and, upon issuance, will be validly issued as fully paid and non-assessable. No TSX Shareholder is entitled to any pre-emptive or other similar right granted by TSX or any of its Subsidiaries. There are no outstanding contractual or other obligations of TSX or any Subsidiary to repurchase, redeem or otherwise acquire any of its securities or with respect to the voting or disposition of any outstanding securities of a Subsidiary.

3.2.6 Subsidiaries. The TSX Disclosure Letter sets forth the following information with respect to each Subsidiary of TSX, other than Subsidiaries of TSX whose total assets does not exceed 10% on a combined basis of the consolidated assets of TSX: (i) its name; (ii) the number, type and principal amount, as applicable, of its outstanding equity securities and debt instruments and a list of registered and, to the knowledge of TSX, beneficial holders thereof; and (iii) its jurisdiction of organization or governance. Each Subsidiary of TSX is a corporation, partnership, trust or limited partnership, as the case may be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, organization or formation, as the case may be, and has all requisite corporate, trust or partnership power and authority, as the case may be, to own, lease and operate its properties and assets and to carry on its business as now being conducted, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not, individually or in the

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	aggregate, have or reasonably be expected to have a Material Adverse Effect on TSX. TSX is, directly or indirectly, the registered and beneficial owner of all of the outstanding shares of capital stock or other equity interests of each of the Subsidiaries, free and clear of any Encumbrances. All of such shares and other equity interests so owned by TSX are validly issued, fully paid and nonassessable (and no such shares have been issued in violation of any preemptive or similar rights). Except for the equity interests owned by TSX, directly or indirectly in any Subsidiary of TSX, and except as set forth in the TSX Disclosure Letter, neither TSX, directly or indirectly, nor any Subsidiary of TSX owns, beneficially or of record, any equity interest of any kind in any other Person.
3.2.7.	Reporting Status and Securities Laws Matters.
	3.2.7.1	TSX is a “reporting issuer” and not on the list of reporting issuers in default under the applicable Canadian provincial securities Laws and is not in default of any material requirements of any securities Laws. No delisting, suspension of trading in or cease trading order with respect to any securities of TSX and, to the knowledge of TSX, no inquiry or investigation with respect to TSX (formal or informal) of any Securities Authority, is in effect or ongoing or expected to be implemented or undertaken. The documents comprising the TSX Public Disclosure Record did not, at the time filed with Securities Authorities, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading in light of the circumstances under which they were made. TSX has timely filed with the Securities Authorities all material forms, reports, schedules, certifications, statements and other documents required to be filed by TSX with the Securities Authorities since December 31, 2006, except where the failure to timely file would not reasonably be expected to have a Material Adverse Effect on TSX. TSX has not filed any confidential material change reports with the Securities Authorities which at the date hereof remain confidential.

3.2.7.2 TSX has established and maintains disclosure controls and procedures within the meaning of Multilateral Instrument 52-109 — Certification of Disclosure in Issuers’ Annual and Interim Filings. TSX’s disclosure controls and procedures are designed to provide reasonable assurance that material information relating to TSX, including its consolidated Subsidiaries, is made known to TSX’s chief executive officer and its chief financial officer by others within those entities, particularly during the period in which TSX’s filings under applicable securities Laws are being prepared. TSX has established and maintains internal control over financial reporting within the meaning of Multilateral Instrument 52-109 — Certification of Disclosure in Issuers’ Annual and Interim Filings. TSX’s internal control over financial reporting has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. TSX has disclosed in its most recent interim MD&A any change in TSX’s internal control over financial reporting that occurred during TSX’s most recent interim period that has

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materially affected, or is reasonably likely to materially affect, TSX’s internal control over financial reporting. TSX has made available to MX copies of any written notifications it has received to date since December 31, 2006 of a (i) significant deficiency or (ii) material weakness in TSX’s internal control over financial reporting.

3.2.8	Financial Statements. The audited consolidated financial statements as at and for the year ended December 31, 2006 and unaudited consolidated interim financial statements of TSX as at and for the nine months ended September 30, 2007 (including, in each case, any notes and schedules thereto) included in the TSX Public Disclosure Record (collectively, the “TSX Financial Statements”) fairly present, in all material respects, in conformity with GAAP applied on a consistent basis as in effect on the dates of such financial statements (except as may be indicated in the notes thereto), the consolidated financial position of TSX and its consolidated Subsidiaries and their consolidated results of operations and cash flows as of the dates thereof and for the respective periods then ended (subject to year-end adjustments and the absence of footnotes in the case of any unaudited interim financial statements).
3.2.9	Absence of Certain Changes. Since December 31, 2006, (i) other than the transactions contemplated in this Agreement, the business of TSX and its Subsidiaries has been conducted in the ordinary course of business consistent with past practice; (ii) there has not been any event, change, occurrence, development or state of circumstances or facts that has had or would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on TSX that has not been disclosed in the TSX Public Disclosure Record; and (iii) there has not been any change in the accounting policies used by TSX and its Subsidiaries.
3.2.10	No Undisclosed Material Liabilities. There are no liabilities or obligations of TSX or any of its Subsidiaries, whether or not required by GAAP to be reflected on or reserved against in a balance sheet or in the notes thereto, other than: (i) liabilities or obligations to the extent reflected in the TSX Financial Statements or in the notes thereto; (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 2006; (iii) liabilities or obligations incurred in connection with the transactions contemplated hereby; and (iv) liabilities or obligations that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on TSX.
3.2.11	Compliance with Laws. TSX and each of its Subsidiaries and their respective assets is, and since January 1, 2006 has been, in compliance with, and to the knowledge of TSX is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (including privacy Laws) except for failures to comply, investigations or violations that have not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on TSX.
3.2.12	Litigation. As at the date hereof, there are no Legal Actions (such defined term being without reference to the knowledge of MX for the purposes of this Section 3.2.12) known

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	to TSX pending against or, to the knowledge of TSX, threatened against or affecting TSX or any of its Subsidiaries or affecting any of their respective property or assets at law or in equity before or by any Governmental Entity, which Legal Actions would reasonably be expected to have a Material Adverse Effect on TSX. At the date hereof, neither TSX nor any of its Subsidiaries nor their respective assets or properties is subject to any outstanding judgment, order, writ, injunction or decree that has had or would reasonably be expected to have a Material Adverse Effect on TSX.
3.2.13	Taxes. TSX and each of its Subsidiaries has duly and timely filed all material Returns required to be filed by it prior to the date hereof, other than those which have been administratively waived, and all such Returns are complete and correct in all material respects. Each of them has paid, or withheld and remitted on a timely basis all Taxes which are due and payable on or before the date hereof, other than those which are being diligently contested in good faith through proper proceedings and with respect to which adequate reserves in accordance with GAAP have been provided in the TSX Financial Statements. To the knowledge of TSX, there is no claim, audit, action, suit, proceeding or investigation now pending or threatened against or with respect to TSX or its Subsidiaries in respect of any material Tax or Tax asset that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on TSX. There are no currently effective material elections, agreements or waivers extending the statutory period or providing for an extension of time with respect to the assessment or reassessment of any Taxes, or of the filing of any Return or any payment of Taxes by TSX and any of its Subsidiaries.
3.2.14	Intellectual Property. TSX and its Subsidiaries own or possess, or can acquire on reasonable terms, adequate intellectual property rights and/or licenses (collectively, the “TSX Intellectual Property”) necessary to carry on the business now operated by them, and none of TSX or any Subsidiary has received any claim or allegation of any infringement of or conflict with asserted rights of others with respect to any TSX Intellectual Property or of, to the knowledge of TSX, any facts or circumstances which would render any TSX Intellectual Property invalid or inadequate to protect the interest of TSX or any of its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavourable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect on TSX.
3.2.15	Insurance. TSX and its Subsidiaries maintain policies of insurance as are listed in the TSX Disclosure Letter and TSX is in compliance in all material respects with all requirements with respect thereto. TSX and its Subsidiaries maintain insurance coverage with reputable insurers in such amounts and covering such risks as are in accordance with normal industry practice for companies engaged in businesses similar to that of TSX and its Subsidiaries.
3.2.16	Brokers. Except for BMO Nesbitt Burns Inc., Desjardins Securities Inc. and as set forth in the TSX Disclosure Letter, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from, or to the reimbursement of any of its expenses by, TSX in connection with this Agreement or the Amalgamation.

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3.2.17 Financing.

3.2.17.1

TSX has made adequate arrangements to ensure that the required funds are available to effect the redemption for cash of the Amalco Redeemable Shares as of the Effective Date, and such financing is not subject to any conditions precedent other than those conditions set forth in Article 6 hereof.

3.2.17.2

TSX has provided the MX with copies of each executed commitment letter and other financing documents evidencing the financing arrangements referred to in Section 3.2.17.1 (collectively, the “Financing Commitment”). The Financing Commitment is a legal, valid and binding obligation of TSX and, to the knowledge of TSX, each of the other parties thereto. The Financing Commitment has not been amended or modified prior to the date hereof and as of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn or rescinded in any respect. As of the date hereof, the Financing Commitment is in full force and effect. As of the date hereof, no event has occurred which, with or without notice or lapse of time or both, would constitute a default or breach on the part of TSX or, to the knowledge of TSX, any other parties thereto, under the Financing Commitment. TSX covenants and agrees that it shall not amend the Financing Commitment without the prior written consent of MX, which consent shall not be unreasonably withheld or delayed, and TSX will provide to MX any amendments to the Financing Commitment and documents related thereto, or any notices given in connection therewith, as promptly as possible (and in any event, within 24 hours).

SCHEDULE 4.2

CERTAIN TERMS AND CONDITIONS OF THE AMALCO RECOGNITION ORDER
AND OF THE TSX UNDERTAKING TO THE AMF

TSX UNDERTAKING

TSX shall provide a written undertaking to the AMF containing the following provisions, or such substantially similar provisions as the TSX and the AMF may otherwise agree:

1.	TSX shall not do anything to cause Amalco to cease to be the Canadian national exchange for all derivatives trading and related products, including being the sole operator for trading of carbon and other emission credits in Canada;
2.	TSX shall cause the existing derivatives trading and related products operations of MX to remain in Montréal;
3.	TSX shall nominate every year for election to the board of directors of TSX, at every annual meeting of TSX held following the Effective Date, such number of directors who are resident of Québec as represents 25% of the total number of directors nominated for election in any such year, provided that all MX Nominees and Other Nominees shall be deemed to be residents of Québec for the purposes of this Undertaking regardless of whether or not they are residents of Québec;
4.	TSX shall cause the MX Nominees to be nominated for election to the board of directors of TSX at each of the first three annual meetings of TSX called following the Effective Date; provided that if any of the MX Nominees should resign, be ineligible or otherwise unable to serve as directors of TSX, the remaining MX Nominees shall be entitled to nominate the requisite number of replacement candidates for election (the “Other Nominees”). TSX shall only be obligated to nominate for election to the board of directors of TSX those Other Nominees who are able and eligible to serve as a director of TSX; and
5.	TSX shall cause at least one MX Nominee or Other Nominee to sit on each committee of the board of directors of TSX for a period of three years after the Effective Date.

For the purposes hereof, an MX Nominee or an Other Nominee shall be eligible to serve as a director of TSX if he or she is (i) independent from and unrelated to TSX and its Subsidiaries (other than Mr. Luc Bertrand); (ii) has no conflict of interest with TSX or its Subsidiaries; (iii) is a resident of Canada; and (iv) meets all requirements of applicable Law, including under the TSX Recognition Order.

AMALCO RECOGNITION ORDER

In order to ensure the permanence of MX’s derivatives expertise and the associated value-added employment in the derivatives and information technology sectors to remain in Montréal, the Amalco Recognition Order shall provide that:

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1.	Amalco and CDCC’s head and executive offices will remain in Montréal;
2.	the most senior executive officer of each of Amalco and CDCC will reside and work in Montréal; and
3.	Amalco will retain the name “Bourse de Montréal Inc. / Montréal Exchange Inc”.

Notwithstanding the new provisions (outlined above) to be included in the Amalco Recognition Order, the Amalco Recognition Order shall contain substantially the same terms and conditions as those set out in the Recognition Order, except that the 10 % ownership limit in respect of MX will be replaced by the restriction that no person or company and no combination of persons or companies acting jointly or in concert shall beneficially own or exercise control or direction over more than 10% of any class or series of voting shares of TSX.

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EX-3.4

exv3w4

EX-3.10

Exhibit 3.10

Notice of Annual and Special Meeting of Shareholders and
Management Information Circular
April 25, 2007

What’s Inside

Notice of Annual and Special Meeting of Shareholders of TSX Group Inc.	i
Management Information Circular	1
About This Document	1
Voting Information	2
Business of the Meeting	6
Consolidated Financial Statements	6
Election of Directors	6
Independence and Board Committees	13
Directors’ Compensation and Equity Ownership Requirements	14
Director Equity Ownership	15
Appointment of Auditor and Auditor’s Remuneration	17
Amendments to Share Option Plan	17
Disclosure of Compensation and Other Information	19
Composition of the Human Resources Committee	19
Human Resources Committee Report on Executive Compensation	19
Performance Graph	28
Compensation of Named Executive Officers	29
Securities Authorized for Issuance under Equity Compensation Plans	31
Pension Plans	32
Employment Contracts and Severance Arrangements	34
Total Compensation	34
Directors’ and Officers’ Liability Insurance	37
Indebtedness of Directors and Officers	37
Additional Items	37
Schedule A Resolution – Approve Amendments to Share Option Plan	39
Schedule B Record of Attendance by Directors in 2006	40
Schedule C Corporate Governance Practices	41
Schedule D TSX Group Inc. (The “Corporation”) Board Charter	49

Notice of Annual and Special Meeting of Shareholders of TSX Group Inc.

TSX Group Inc. (“TSX Group” or “we”) will hold our Annual and Special Meeting of shareholders (the “Meeting”) at Le Windsor, 1170 Peel Street, Salon Windsor, Montreal, Quebec, Canada on Wednesday, April 25, 2007 at 2:00 p.m. (Eastern Daylight Time).

As a holder of our common shares, we invite you to attend the Meeting for the following purposes:

1.	to consider our financial statements for the year ended December 31, 2006, and the auditor’s report on those statements;
2.	to elect our Directors;
3.	to appoint KPMG LLP as our auditor at a remuneration to be fixed by the Directors;
4.	to consider and, if deemed advisable, to approve, with or without variation, amendments to our share option plan as described in the accompanying Management Information Circular; and
5.	to transact any other business properly brought before the Meeting.

The full text of the resolution referred to in item 4 above is set out in Schedule A to our Management Information Circular.

Shareholders at the close of business on March 12, 2007 will be entitled to vote at the Meeting.

Our Management Information Circular (the “Circular”) which accompanies this notice is your guide to the business to be considered at the Meeting. You will have an opportunity to ask questions and meet with management, the Board of Directors and your fellow shareholders. At the Meeting we will also report on our 2006 financial results.

Shareholders who are unable to attend the Meeting in person are asked to complete, sign and return the enclosed proxy. We have provided instructions on how to complete and return your proxy with the enclosed proxy form and in the Circular. Our transfer agent, CIBC Mellon Trust Company, must receive your proxy no later than 5:00 p.m. (Eastern Daylight Time) on Monday, April 23, 2007, or, if the Meeting is adjourned, no later than 48 hours (excluding Saturdays, Sundays and holidays) before any adjourned Meeting. You must send your proxy to our transfer agent by either using the postage prepaid envelope provided or by mailing the proxy to CIBC Mellon Trust Company at P.O. Box 721, Agincourt, Ontario, Canada, M1S 0A1. You may also fax your proxy to CIBC Mellon Trust Company at (416) 368-2502, Attention: Proxy Department.

We have made arrangements to provide a live audio webcast of the Meeting for those shareholders who cannot attend the Meeting in person. We will post details on how you may hear the webcast on our web site at www.tsx.com and in a media release before the Meeting. However, shareholders will not be permitted to vote through the webcast facility or otherwise participate in the Meeting.

i

We have included the Circular and a form of proxy (and a pre-addressed envelope) with this Notice of Meeting and have posted them on our web site at www.tsx.com.

By Order of the Board of Directors,

Sharon C. Pel
Senior Vice President, Legal and Business Affairs
Toronto, Ontario
March 21, 2007

ii

Management Information Circular

All information is as at February 28, 2007, unless otherwise indicated.

About This Document

This Management Information Circular (the “Circular”) explains the business to be considered at the annual and special meeting of shareholders (the “Meeting”) of TSX Group Inc. (“TSX Group” or “we”) on Wednesday, April 25, 2007 at the place and for the purposes set out in the accompanying Notice of Annual and Special Meeting of Shareholders.

We are sending you this Circular in connection with management’s solicitation of your proxy for use at the Meeting and any continued meeting after an adjournment. Management will solicit proxies primarily by mail. However, our Directors, officers, employees and agents may also solicit proxies by telephone, email, facsimile, in writing or in person. We will pay all costs of such proxy solicitation.

See “Voting Information” below for an explanation of how you can vote on the matters to be considered at the Meeting, whether or not you decide to attend the Meeting.

All references to common shares issued and outstanding, common shares reserved for issuance, deferred share units, restricted share units and share options reflect the impact of the two-for-one share split which was effective on May 17, 2005.

1

Voting Information

What will I be voting on?

You will be voting on:

• The election of our Directors (see page 6);

• The appointment of KPMG LLP as our auditor (see page 17) at a remuneration to be fixed by the Directors (see page 17); and

• Approval of the amendments to our share option plan as described in the Circular (see page 17).

How will these matters be decided at the Meeting?

A simple majority of the votes cast, by proxy or in person, will constitute approval of matters voted on at the Meeting.

How many votes do I have?

Subject to the share ownership and voting restriction noted below, you will have one vote for every common share you own at the close of business on March 12, 2007, the record date for the Meeting.

To vote common shares you acquired after the record date, you must, not later than 10 days before the Meeting:

• Ask our transfer agent, CIBC Mellon Trust Company, to add your name to the voters’ list, and

• Produce properly endorsed share certificates or otherwise establish that you own the common shares.

What are the share ownership and voting restrictions?

No person or company or combination of persons or companies, acting jointly or in concert, may beneficially own or exercise control or direction over more than 10% of our common shares without the prior approval of the Ontario Securities Commission. No such person or company may exercise the right to vote more than 10% of the votes attached to our common shares.

To the knowledge of our Directors and officers, no person or company or combination of persons or companies beneficially owns, directly or indirectly, or exercises control or direction over, more than 10% of our outstanding common shares.

How many common shares are eligible to vote?

On March 12, 2007, there were 68,608,628 common shares of TSX Group outstanding and eligible to vote.

2

How do I vote?

If you are eligible to vote and your common shares are registered in your name, you can vote your common shares as follows:

• In person at the Meeting; or

• By Proxy, as explained below.

If your common shares are held in the name of a nominee (this makes you a “Non-Registered Shareholder”), please see the instructions below under the headings “How can a Non-Registered Shareholder vote by mail?” and “How can a Non-Registered Shareholder vote in person at the Meeting?”.

Can I vote by proxy?

Whether or not you attend the Meeting, you can appoint someone else to vote for you as your proxyholder. You can use the enclosed proxy form, or any other proper form of proxy, to appoint your proxyholder. The persons named in the enclosed form of proxy are our Chair of the Board and our Chief Executive Officer.

However, you can choose another person to be your proxyholder, including someone who is not one of our shareholders. You may do so by crossing out the names printed on the proxy and inserting another person’s name in the blank space provided, or by completing another proper form of proxy.

We will provide proxy materials to brokers, custodians, nominees and fiduciaries who are required to forward those materials to the beneficial owners of common shares.

How will my proxy be voted?

On the proxy form, you can indicate how you want your proxyholder to vote your common shares, or you can let your proxyholder decide for you.

If you specify on the proxy form how you want your common shares to be voted on a particular issue (by marking FOR, AGAINST or WITHHOLD, as applicable) then your proxyholder must vote your common shares accordingly.

If you do not specify on the proxy form how you want your common shares to be voted on a particular issue, then your proxyholder can vote your common shares as he or she sees fit.

Unless you provide contrary instructions, common shares represented by proxies received by management will be voted:

• FOR the election as Directors of the proposed nominees whose names are set out on the following pages;

• FOR the appointment of KPMG LLP as our auditor at a remuneration to be fixed by the Directors; and

• FOR the approval of the amendments to our share option plan as described in this Circular.

What if there are amendments or if other matters are brought before the Meeting?

The enclosed proxy form gives the persons named on it authority to use their discretion in voting on amendments, variations or additions to the matters identified in the Notice of Meeting and on all other matters that may properly come before the Meeting.

3

At the time of printing this Circular, our management is not aware of any such amendments or that any other matter is to be presented for action at the Meeting. If, however, any such amendments or other matters properly come before the Meeting, the persons named on the enclosed proxy form will vote on them using the discretion given by the proxy form.

What if I change my mind and want to revoke my proxy?

You can revoke your proxy at any time before it is acted upon. You can do this by:

• Delivering a properly executed form of proxy with a later date; or

• Stating clearly, in writing, that you want to revoke your proxy and by delivering this written statement to the attention of our Senior Vice President, Legal and Business Affairs no later than the close of business on April 24, 2007 (or, if the Meeting is adjourned, the business day before any adjourned meeting), or to the Chair of the Meeting before the start of the Meeting or any adjourned meeting; or

• In any other manner permitted by law.

Who counts the votes?

CIBC Mellon Trust Company, our Transfer Agent, counts and tabulates the proxies.

How do I contact the Transfer Agent?

By mail at:	CIBC Mellon Trust Company P.O. Box 7010, Adelaide Street Postal Station Toronto, Ontario M5C 2W9
By telephone at:	(416) 643-5500 (Toronto Area) 1 (800) 387-0825 (North America)
By fax at:	(416) 643-5501
By e-mail:	inquiries@cibcmellon.com

Is my vote confidential?

Yes, except (1) where you clearly intend to communicate your individual position to management, or (2) as necessary to comply with legal requirements.

How are proxies solicited?

Management requests that you sign and return the proxy form (in the postage-prepaid envelope provided) to ensure your votes will be counted at the Meeting. Management will solicit proxies primarily by mail. However, our Directors, officers, employees and agents may also solicit proxies by telephone, email, facsimile, in writing or in person. We will pay all costs of such proxy solicitation.

How can a Non-Registered Shareholder vote by mail?

If your common shares are not registered in your own name (making you a Non-Registered Shareholder), they will be held in the name of a nominee, which is usually a trust company, custodian, securities broker, other financial institution or a clearing agency in which the intermediary participates. Your nominee is required to seek your instructions as to how to vote your common shares. Unless you have previously informed your nominee that you do not wish to receive material relating to shareholders’ meetings, you will

4

have received this Circular in a mailing from your nominee, together with a proxy form or request for voting instructions.

Each nominee has its own signing and return instructions, which you should follow carefully to ensure your common shares will be voted. If you are a Non-Registered Shareholder who has voted by mail and want to change your mind and vote in person, contact your nominee to discuss whether this is possible and what procedure to follow.

How can a Non-Registered Shareholder vote in person at the Meeting?

Since we do not have access to the names of all of our Non-Registered Shareholders, if you attend the Meeting, we will have no record of your shareholdings or of your entitlement to vote, unless your nominee has appointed you as proxyholder. If you are a Non-Registered Shareholder and wish to vote in person at the Meeting, please insert your own name in the space provided on the proxy form or request for voting instructions sent to you by your nominee. By doing so, you are instructing your nominee to appoint you as proxyholder. Then follow the signing and return instructions provided by your nominee. Do not otherwise complete the form, as you will be voting at the Meeting.

5

Business of the Meeting

Consolidated Financial Statements

At the Meeting, you will consider our audited consolidated financial statements for the year ended December 31, 2006, and the auditor’s report on those financial statements. They are included in our 2006 Annual Report, which was mailed to those registered shareholders and beneficial shareholders who have requested it with this Circular. You may obtain additional copies of the 2006 Annual Report, in English or French, from our Investors Relations Department upon request or at the Meeting.

Election of Directors

Our articles of incorporation provide for our board of Directors (the “Board” or “Board of Directors”) to consist of a minimum of three and a maximum of twenty-four Directors. The number of Directors currently in office is fourteen. The Board has set the number of Directors to be elected at the Meeting at fourteen.

The Governance Committee of the Board annually reviews the qualifications of and recommends nominees for election to the Board for consideration and approval. The nominees are, in the opinion of the Board, well qualified to act as Directors for the coming year. Each nominee has established his or her eligibility and willingness to serve as a Director, if elected. All proposed nominees for election as Directors are currently Directors of TSX Group.

The persons named in the form of proxy are our Directors and officers who intend to vote at the Meeting for the election of the nominees to the Board whose names are set out below unless you give specific instructions on the form of proxy to withhold that vote. If, before the Meeting, any of the listed nominees becomes unable or unwilling to serve as a Director, the persons named in the form of proxy will have the discretion to vote for a properly qualified substitute. Each Director elected will hold office until our next annual meeting of shareholders or until his or her successor is elected or appointed.

Our Director Qualification Policy provides that in an uncontested election of directors, any nominee who receives a greater number of votes “withheld” than votes “for” will tender his or her resignation to the Board promptly following our annual meeting. An “uncontested election” means the number of nominees for election is the same as the number of directors to be elected to the Board. The Governance Committee will consider the resignation and recommend to the Board the action to be taken. The Board will make its decision and announce it in a press release within 90 days following the annual meeting, including the reasons for rejecting the resignation, if applicable. A Director who tenders a resignation pursuant to this policy will not participate in any meeting of the Board or the Governance Committee at which the resignation is considered.

The following pages set out the names of the fourteen proposed nominees for election as Directors, together with their municipalities of residence; their age, the year from which each has continually served as a Director of TSX Group, TSX Inc. or their predecessors; their principal occupations and their occupations for the previous five years; other directorships; TSX Group committee memberships; and the number of common shares (including deferred share units) of TSX Group beneficially owned by each proposed nominee.

A Record of Attendance by Directors at meetings of the Board and its committees held during the year ended December 31, 2006 is set out in Schedule B to this Circular.

6

Wayne C. Fox ⁽¹⁾
Chair of TSX Group
Oakville, Ontario, Canada

Common Shares: nil
Deferred Share Units: 38,109
Equity at Risk: $1,921,608⁽⁵⁾
Options: nil

2006 Total Compensation:
$266,667 Mr. Fox, 59, is the Chair of TSX Group and a Corporate Director. Until September 2005, he was Vice-Chair and Chief Risk Officer, Treasury, Balance Sheet and Risk Management, Canadian Imperial Bank of Commerce (chartered bank). In the previous five years, Mr. Fox held several increasingly senior positions in CIBC and in several CIBC affiliates. In addition, he was a member of the Steering Committee on Regulatory Capital, Institute of International Finance Inc. and on the Board of Governors of McMaster University and Junior Achievement of Central Ontario. In 2006, Mr. Fox became an accredited director through the Directors College program at McMaster University. Mr. Fox also serves on the board of CanadaHelps.org Inc. and is Governor Emeritus of Appleby College.

TSX Group Board Details:

   •   Director since April 29, 1997
   •   Member of: Governance Committee, Human Resources Committee and Public Venture Market Committee (Chair)
   •   Meets Equity Ownership Requirements
   •   Independent

Tullio Cedraschi⁽¹⁾
Montreal, Quebec, Canada

Common Shares: nil
Deferred Share Units: 12,858
Equity at Risk: $648,352⁽⁵⁾
Options: nil

2006 Total Compensation:
$113,267 Mr. Cedraschi, 68, is President and Chief Executive Officer of CN Investment Division (investment operations), a position he has held for more than five years. Mr. Cedraschi serves on the company boards of Freehold Resources Limited and Helix Investments (Canada) Inc. He is also a Governor Emeritus of McGill University and a Governor of the National Theatre School.

TSX Group Board Details:

   •   Director since September 25, 2001
   •   Member of: Governance Committee and Human Resources Committee (Chair)
   •   Meets Equity Ownership Requirements
   •   Independent

 7

Raymond Chan Calgary, Alberta, Canada Common Shares: 10,000 Deferred Share Units: 1,170 Equity at Risk: $547,496(5) Options: nil 2006 Total Compensation: $75,500		Mr. Chan, 51, has been President and Chief Executive Officer and a Director of Baytex Energy Trust (energy income trust) since September 2003 following the reorganization of Baytex Energy Ltd. Prior thereto, Mr. Chan was Senior Vice President and Chief Financial Officer and a Director of Baytex Energy Ltd. since October 1998. Mr. Chan has held senior executive positions in the Canadian oil and gas industry since 1982, including serving as chief financial officer at Tarragon Oil and Gas Limited, American Eagle Petroleums Ltd. and Gane Energy Corporation. Mr. Chan serves on the company boards of Defiant Resources Corporation, Rising Sky Energy Ltd. and the Alberta Children’s Hospital Foundation. TSX Group Board Details:    •   Director since July 26, 2006    •   Member of: Finance and Audit Committee    •   Meets Equity Ownership Requirements    •   Independent
Raymond Garneau Montreal, Quebec, Canada Common Shares: 1,000 Deferred Share Units: 11,269 Equity at Risk: $617,078(5) Options: nil 2006 Total Compensation: $111,767		Mr. Garneau, 72, is a Corporate Director. Until May 2005, he was Chairman of the Board of Industrial Alliance Insurance and Financial Services Inc. (life insurance and financial services company), a position he held since 2000, and its wholly-owned subsidiaries: The National Life Assurance Company of Canada, Industrial Alliance Pacific Insurance and Financial Services, Industrial Alliance Auto and Home Insurance and Industrial Alliance Trust Company. From 1996 to 2000, he was Chairman of the Board and CEO of Industrial Alliance Insurance and Financial Services Inc. Mr. Garneau is a director of La Foundation Jean-Louis- Lévesque and the C.D. Howe Foundation and is President of the Montreal Cancer Institute. TSX Group Board Details:   •   Director since November 25, 2003   •   Member of: Governance Committee and Human Resources Committee   •   Meets Equity Ownership Requirements   •   Independent
John A. Hagg(1) Calgary, Alberta, Canada Common Shares: 5,000 Deferred Share Units: 12,566 Equity at Risk: $877,878(5) Options: nil 2006 Total Compensation: $109,067		Mr. Hagg, 59, is a Corporate Director and an independent businessman. He serves on the board of Tristone Capital Global Inc., Global Railway Industries Ltd., The Fraser Institute and Alberta Mentor Foundation for Youth. Mr. Hagg is also Chairman of the Board of Strad Energy Services Ltd. and a member of the Advisory Board of Northern Plains Capital LLP. Prior to December, 2001 he was Chairman of Northstar Energy Corporation. TSX Group Board Details:   •   Director since May 29, 2001   •   Member of: Human Resources Committee and Public Venture Market Committee   •   Meets Equity Ownership Requirements   •   Independent

8 

Harry A. Jaako(1)(2) West Vancouver, British Columbia, Canada Common Shares: nil Deferred Share Units: 9,558 Equity at Risk: $481,953(5) Options: nil 2006 Total Compensation: $104,867		Mr. Jaako, 54, is Chairman, Co-Chief Executive Officer and Principal of Discovery Capital Corporation (venture capital company), a position he has held for more than five years. Mr. Jaako also serves on the boards of British Columbia Discovery Fund (VCC) Inc., Exceptional Technologies Fund 5 (VCC) Inc., TIR Systems Ltd., Texada Software Inc., Vigil Health Solutions Inc., Tri-Link Technologies Inc. and Paradigm Environmental Technologies Inc., as well as various subsidiaries of Discovery Capital Corporation. Mr. Jaako is also the Estonian Honourary Consul for Alberta and British Columbia. TSX Group Board Details:   •   Director since August 1, 2001   •   Member of: Finance and Audit Committee and Venture Market Committee   •   Meets Equity Ownership Requirements   •   Independent
J. Spencer Lanthier(1) Toronto, Ontario, Canada Common Shares: nil Deferred Share Units: 9,845 Equity at Risk: $496,424(5) Options: nil 2006 Total Compensation: $117,567		Mr. Lanthier, 66, is a Corporate Director who also serves on the boards of Torstar Corporation, Emergis Inc., Ellis-Don Inc., Gerdau Ameristeel Corporation, Rona Inc. and Zarlink Semiconductor Inc. Mr. Lanthier is also Chairman of the Board of Wellspring and a member of the Advisory Committee of Birch Hill Equity Partners III, LP. When he retired in 1999, Mr. Lanthier was a partner of KPMG Canada and from 1993 until 1999 he was Chairman and Chief Executive of KPMG Canada. TSX Group Board Details:   •   Director since February 8, 2000   •   Member of: Finance and Audit Committee (Chair) and Governance Committee   •   Meets Equity Ownership Requirements   •   Independent
Jean Martel(1) Montreal, Quebec, Canada Common Shares: 2,000 Deferred Share Units: 9,708 Equity at Risk: $587,216(5) Options: nil 2006 Total Compensation: $107,867		Mr. Martel, 53, is a Senior Partner of Lavery de Billy (law firm) which he joined in 1999. From 1995 to 1999 he was President and Chief Executive Officer of the Commission des valeurs mobilières du Quebec (the former Quebec Securities Commission, now L’Autorité des marchés financiers). He also serves on the board of the Business Development Bank of Canada, Market Regulation Services Inc., the Office Franco-Québécois pour la Jeunesse, and on the Supervisory Committee of the Investment Funds of the Quebec Bar. TSX Group Board Details:   •   Director since October 26, 1999   •   Member of: Finance and Audit Committee and Public Venture Market Committee   •   Meets Equity Ownership Requirements   •   Independent

 9

Owen McCreery(1) Thornhill, Ontario, Canada Common Shares: 4,000 Deferred Share Units: 8,515 Equity at Risk: $624,760(5) Options: nil 2006 Total Compensation: $102,167		Mr. McCreery, 64, is a Consultant (consulting services) and a Corporate Director. Mr. McCreery has been employed in various organizations as an accountant, a financial analyst, a portfolio manager and a partner/director. Mr. McCreery joined Beutel Goodman & Co. Ltd. in 1973 where he held various positions, including Financial Analyst/Portfolio Manager. He subsequently became President of Beutel Goodman & Co. Ltd. in 1994, a position he held until his retirement in 1999. TSX Group Board Details:   •   Director since July 9, 2002   •   Member of: Finance and Audit Committee   •   Meets Equity Ownership Requirements   •   Independent
Douglas McGregor Toronto, Ontario, Canada Common Shares: nil Deferred Share Units: 1,769 Equity at Risk: $89,200(5) Options: nil 2006 Total Compensation: $71,000		Mr. McGregor, 50, is Co-President and Managing Director, Head of Global Investment Banking and Equity Markets of RBC Capital Markets (investment dealer) a position he has held since February 2007. In the previous five years, Mr. McGregor held several increasingly senior positions in his firm. Mr. McGregor is a member of the Mount Sinai Hospital Foundation Board. TSX Group Board Details:   •   Director since July 26, 2006   •   Has five years from the date of appointment to meet the Equity Ownership Requirements   •   Non-Independent (executive officer of a Participating Organization of Toronto Stock Exchange and TSX Venture Exchange)
John P. Mulvihill(1)(3) Toronto, Ontario, Canada Common Shares: nil Deferred Share Units: 11,601 Equity at Risk: $584,969(5) Options: nil 2006 Total Compensation: $103,667		Mr. Mulvihill, 59, is Chairman, Mulvihill Capital Management Inc. (investment counsel), a position he has held for more than five years. Mr. Mulvihill serves on the board of University Health Network and is Chairman of 16 funds listed on Toronto Stock Exchange (Core Canadian Dividend, Government Strip Bond Trust, Pro-AMS U.S., Pro-AMS 100 Plus (Cdn), Pro-AMS 100 Plus (US), Pro-AMS RSP Split Share, Premium Canadian, Premium Oil & Gas, Premium 60 Plus, Premium Global Plus, Premium Canadian Bank, Premium Split Share, Premium Global Telecom, World Financial Split Corp., Top 10 Canadian Financial Trust and Top 10 Split Trust). TSX Group Board Details:   •   Director since June 12, 1996   •   Member of: Governance Committee (Chair)   •   Meets Equity Ownership Requirements   •   Independent

10 

Richard Nesbitt Toronto, Ontario, Canada Common Shares: 127,454(4) Equity at Risk: $6,321,842(5) Options: 322,429 2006 Total Compensation:                     nil(6)		Mr. Nesbitt, 51, is the Chief Executive Officer of TSX Group Inc. (holding company), a position he assumed in December 2004. From September 2001 to December 2004, Mr. Nesbitt was President, TSX Markets. From February 2000 to August 2001, Mr. Nesbitt was President, BayStreetDirect Inc. Mr. Nesbitt also serves on the boards of Market Regulation Services Inc., CanDeal.ca Inc., World Federation of Exchanges and Frontier College Foundation. Mr. Nesbitt is also a member of the Catalyst Advisory Board, Accounting Standards Oversight Committee and the Prostate Cancer Research Foundation of Canada. TSX Group Board Details:   •   Director since April 26, 2005   •   Meets Equity Ownership Requirements   •   Non-Independent (Chief Executive Officer of TSX Group)
Kathleen M. O’Neill Toronto, Ontario, Canada Common Shares: nil Deferred Share Units: 5,607 Equity at Risk: $282,727(5) 2006 Total Compensation:                $110,567		Ms. O’Neill, 53, is a Corporate Director. Prior to January 2005, she was an Executive Vice President, BMO Bank of Montreal. Prior to joining BMO Bank of Montreal in 1994, Ms. O’Neill was with PricewaterhouseCoopers for 19 years including eight years as a tax partner. Ms. O’Neill is a fellow of the Institute of Chartered Accountants of Ontario. In 2005, Ms. O’Neill became an accredited director through the ICD/Rotman School of Management Directors Education Program. She is a member of the Board of Directors of MDS Inc., Canadian Tire Bank, Finning International Inc. and the Canadian Chamber of Commerce. She is on the board of St. Joseph’s Health Centre Foundation, past Chair of the Board of St. Joseph’s Health Centre in Toronto and is active on several other non-profit boards. TSX Group Board Details:   •   Director since April 26, 2005   •   Member of: Finance and Audit Committee and Governance Committee   •   Meets Equity Ownership Requirements   •   Independent

 11

Gerri B. Sinclair
Vancouver, British Columbia, Canada

Common Shares: nil
Deferred Share Units: 4,246
Equity at Risk: $214,100⁽⁵⁾

2006 Total Compensation:
               $109,067 Ms. Sinclair, 59, is the Executive Director, Centre for Digital Media at Great Northern Way Campus (academic institution), a position she has held since November 2006. Ms. Sinclair is also a Strategic Consultant (consulting services) to government and industry, specializing in the areas of telecommunication and emerging technologies. From 2002 to 2004 she was the General Manager of MSN.ca. From 2001 to 2002, Ms. Sinclair was President of B.C. Premier’s Technology Council. Ms. Sinclair also serves on the Board of Ballard Power Systems Inc.

TSX Group Board Details:

  •   Director since April 26, 2005
  •   Member of: Human Resources Committee and Public Venture Market Committee
  •   Has five years from the date of initial election to meet the Equity Ownership Requirements
  •   Independent

(1)	On April 3, 2000, The Toronto Stock Exchange demutualized and continued under the Business Corporations Act (Ontario) as The Toronto Stock Exchange Inc. The Toronto Stock Exchange had a board of governors, which became the Board of Directors of The Toronto Stock Exchange Inc. on demutualization. The Toronto Stock Exchange Inc. was renamed TSX Inc. on July 10, 2002. On November 12, 2002, TSX Inc. completed a corporate reorganization under a court-approved plan of arrangement whereby TSX Group acquired all the outstanding common shares of TSX Inc. and became the holding company of the TSX group of companies which includes TSX Inc.
(2)	Mr. Jaako was a non-management director of Xinex Networks Inc. In 1998, Xinex’s securities were the subject of a cease trade order for a period exceeding 30 consecutive days. In addition, in 1998, Xinex had a receiver appointed to hold and dispose of its assets and, in 1999, it was adjudged bankrupt.
(3)	Mr. Mulvihill is prohibited from purchasing common shares of TSX Group by the terms of employment with his respective employer.
(4)	Includes common shares acquired up to February 28, 2007 under our Employee Share Purchase Plan and 60,810 deferred share units (DSUs) under the Deferred Share Unit Plan for officers.
(5)	Equity at Risk is determined by adding the value of common shares and DSUs owned. The value of common shares is determined with reference to the closing price for our common shares on Toronto Stock Exchange on February 28, 2007, which was $48.85. The value of DSUs is determined with reference to the fair market value of a DSU on February 28, 2007, calculated based on the weighted average trading price of our common shares on Toronto Stock Exchange for the five trading days preceding February 28, 2007, which was $50.424.
(6)	Directors who are our employees do not receive fees for serving as Directors.

12 

Independence and Board Committees

In accordance with our recognition order (“Recognition Order”) issued by the Ontario Securities Commission, the Governance Committee reviewed the relationship of each Director with TSX Group to determine which Directors are independent under Multilateral Instrument 52-110 — Audit Committees, National Policy 58-201 — Corporate Governance Guidelines, our Board of Directors Independence Standards and our Recognition Order. The following chart illustrates the independence of members of the Board and its standing committees as of December 31, 2006:

Directors	Committees (Number of Members)(1)
				Public Venture
	Finance and Audit	Governance	Human Resources	Market Committee
	Committee(3) (6)	Committee(4) (6)	Committee(4) (5)	(5)
Independent Outside Directors
Tullio Cedraschi		ü	Chair
Raymond Chan	ü
Wayne C. Fox		ü	ü	Chair
Raymond Garneau		ü	ü
John A. Hagg			ü	ü
Harry A. Jaako	ü			ü
J. Spencer Lanthier	Chair	ü
Jean Martel	ü			ü
Owen McCreery	ü
John P. Mulvihill		Chair
Kathleen M. O’Neill	ü	ü
Gerri B. Sinclair			ü	ü
Outside Director — Not Independent
Douglas McGregor(1)(2)
Management Director — Not Independent
Richard Nesbitt(1)

(1)	The Chief Executive Officer of TSX Group and all other Directors who are not otherwise members may attend all meetings of the Finance and Audit Committee, the Governance Committee, the Human Resources Committee and the Public Venture Market Committee in an ex- officio capacity, but are not entitled to vote.
(2)	Mr. McGregor is not an independent director under National Policy 58-201 — Corporate Governance Guidelines and our Recognition Order as he is an executive officer of a Participating Organization of Toronto Stock Exchange and TSX Venture Exchange.
(3)	In accordance with Multilateral Instrument 52-110 — Audit Committees all members of the Finance and Audit Committee are independent directors.
(4)	In accordance with National Policy 58-201 — Corporate Governance Guidelines all members of the Governance Committee and the Human Resources Committee are independent directors.

13

Directors’ Compensation and Equity Ownership Requirements

The following summarizes the annual compensation arrangements in effect from May 8, 2003 to April 26, 2006, for non-employee Directors:

Chair of the Board Retainer (1)
-     Cash	$	100,000	per year
-     Deferred Share Units (2)		6,000	per year
Director Retainer
-     Cash	$	20,000	per year
-     Deferred Share Units (2)		2,000	per year
Committee Chair Retainer
-     Finance and Audit Committee	$	10,000	per year
-     Other Committees	$	6,000	per year
Committee Member Retainer	$	3,000	per year
Board Meeting Attendance Fee	$	1,200	per meeting
Committee Meeting Attendance Fee	$	1,200	per meeting
Travel Fee(3)	$	1,200	per meeting

(1)	The Chair of the Board receives no additional committee or attendance fees.
(2)	A deferred share unit is a bookkeeping entry equivalent to the value of a TSX Group common share, credited to an account to be maintained for the individual Director until retirement from the Board.
(3)	Travel fees are paid to Directors whose return air travel time exceeds six hours per meeting.

On February 1, 2006, the Board, on the recommendation of the Governance Committee, amended the level of Board compensation. The following summarizes the annual compensation arrangements which are in effect from April 26, 2006, for non-employee Directors:

Chair of the Board Retainer (1)
-     Cash	$	125,000	per year
-     Deferred Share Units(2)	$	150,000	per year
Director Retainer
-     Cash	$	30,000	per year
-     Deferred Share Units (2)	$	50,000	per year
Committee Chair Retainer
-     Finance and Audit Committee	$	10,000	per year
-     Other Committees	$	6,000	per year
Committee Member Retainer	$	3,000	per year
Board Meeting Attendance Fee	$	1,500	per meeting
Committee Meeting Attendance Fee	$	1,500	per meeting
Travel Fee(3)	$	1,500	per meeting

(1)	The Chair of the Board receives no additional committee or attendance fees.
(2)	A deferred share unit (DSU) is a bookkeeping entry equivalent to the value of a TSX Group common share, credited to an account to be maintained for the individual Director until retirement from the Board. The number of DSUs (including fractional DSUs) to be credited to a Director’s DSU account is determined by dividing the dollar value of the grant by the weighted average trading price of our common shares on Toronto Stock Exchange for the five trading days preceding the date of grant.
(3)	Travel fees are paid to Directors whose return air travel time exceeds six hours per meeting.

On November 29, 2006, the Board, on the recommendation of the Governance Committee, amended the Directors minimum equity ownership requirement from $150,000 to $250,000. Effective April 25, 2007, Directors must achieve ownership of $250,000 of common shares over a five year period (including ownership of DSUs). Until the mandated level of ownership is reached, Directors must take at least 50% of their Board and Committee compensation in the form of DSUs (although Directors are free to elect a higher level of DSU participation). Each DSU has a value based on the value of one common share. We credit

14

DSUs to a Director’s DSU account by dividing the dollar value of the Director’s Board and Committee compensation by the weighted average trading price for our common shares on Toronto Stock Exchange for the five trading days before the date of payment of a Director’s retainer or attendance fee. DSUs can only be redeemed at the time a Director ceases to be a Director. We will not issue or transfer any common shares on redemption of DSUs; only cash payments will be made.

The following table reflects the fees earned by the non-executive Directors for attending Board and Committee meetings in 2006. Directors who are our employees do not receive fees for serving as Directors. We also reimburse Directors for out-of-pocket expenses incurred in connection with meetings of the Board of Directors or any committee of the Board.

																	Portion of
			Equity		Committee		Committee		Board		Committee				Total		Fees
	Board		Grant		Chairman		Member		Attendance		Attendance		Total		Fees Paid		taken in
	Retainer		(DSUs)(1)		Retainer		Retainer		Fee		Fee		Fees Paid		in Cash		DSUs
Director	($)		($)		($)		($)		($)(2)		($)(2)		($)		($)		(#)
Tullio Cedraschi		26,667		50,000		6,000		3,000		14,100		13,500		113,267		—		2,698
Raymond Chan(3)(4)		15,000		50,000		—		1,500		6,00		3,000		75,500		25,500		1,170
Wayne C. Fox (5)		116,667		150,000		—		—		—		—		266,667		—		6,115
Raymond Garneau		26,667		50,000		—		6,000		15,600		13,500		111,767		—		2,635
John A. Hagg		26,667		50,000		—		6,000		15,600		10,800		109,067		—		2,607
Harry A. Jaako		26,667		50,000		—		6,000		14,100		8,100		104,867		40,585		1,498
J. Spencer Lanthier		26,667		50,000		10,000		3,000		15,600		12,300		117,567		33,783		1,948
Jean Martel		26,667		50,000		—		6,000		15,600		9,600		107,867		28,933		1,844
Owen McCreery		26,667		50,000		—		3,000		15,600		6,900		102,167		52,167		1,142
Douglas McGregor(3)(4)		15,000		50,000		—		—		6,00		—		71,000		—		1,769
John P. Mulvihill		26,667		50,000		6,000		—		15,600		5,400		103,667		—		2,475
Kathleen M. O’Neill		26,667		50,000		—		6,000		15,600		12,300		110,567		—		2,494
Gerri B. Sinclair		26,667		50,000		—		6,000		15,600		10,800		109,067		29,533		1,743
Total		413,337		750,000		22,000		46,500		165,000		106,200		1,503,037		210,501		30,138

(1)	On April 26, 2006, the Board granted $150,000 in DSUs to the Chairman of the Board and $50,000 in DSUs to each Director.
(2)	See Schedule B on page 40 for attendance at Board and Committee meetings.
(3)	Messrs. Chan and McGregor were appointed to the Board on July 26, 2006.
(4)	In accordance with our Deferred Share Unit Plan for Non-Executive Directors, Messrs. Chan and McGregor were each granted $50,000 in DSUs on July 26, 2006, the date of their appointment to the Board.
(5)	Effective April 26, 2006, the Chair of the Board receives $125,000 of cash and $150,000 in DSUs as compensation and no additional committee or attendance fees are paid.

Director Equity Ownership

The table on page 16 shows, as at December 31, 2006, the number of common shares of TSX Group owned by each Director, the number of DSUs held by each Director, and, for those Directors who were directors in 2005 and 2006, the change from December 31, 2005 to December 31, 2006. Effective April 25, 2007 Directors must achieve ownership of $250,000 of common shares over a five year period (including ownership of DSUs).

As at December 31, 2006, all Directors were above the new minimum equity ownership level, with the exception of Mr. McGregor who was appointed to the Board on July 26, 2006 and Ms. Sinclair who was elected to the Board on April 26, 2005. Mr. McGregor will have until July 2011 and Ms. Sinclair will have until April 2010 to meet the minimum equity ownership requirements set by the Board.

15

Non-executive Directors do not receive grants of share options. The total value of common shares and DSUs is the amount each Director has at risk in TSX Group as at February 28, 2007.

										Equity at Risk
		Number of				Total Number of		Equity		Multiple of
		Common		Number		Common Shares		at Risk(1)		Annual
Directors	Year	Shares		of DSUs		and DSUs		($)		Retainer
Tullio Cedraschi	2006		—		12,858		12,858		648,352		8.1
	2005		—		10,160
	Change		—		2,698
Raymond Chan(2)	2006		10,000		1,170		11,170		547,496		6.8
Wayne C. Fox(3)	2006		—		38,109		38,109		1,921,608		7.0
	2005		—		31,994
	Change		—		6,115
Raymond Garneau	2006		—		11,269		12,269		617,078		7.7
	2005		1,000		8,634
	Change		—		2,635
John A. Hagg	2006				12,566		17,566		877,878		11.0
	2005		5,000		9,959
	Change				2,607
Harry A. Jaako	2006		—		9,558		9,558		481,953		6.0
	2005		—		8,060
	Change		—		1,498
J. Spencer Lanthier	2006		—		9,845		9,845		496,424		6.2
	2005		—		7,897
	Change		—		1,948
Jean Martel	2006		—		9,708		11,708		587,216		7.3
	2005		2,000		7,864
	Change		—		1,844
Owen McCreery	2006		—		8,515		12,515		624,760		7.8
	2005		4,000		7,373
	Change		—		1,142
Douglas McGregor(2)	2006		—		1,769		1,769		89,200		1.1
John P. Mulvihill	2006		—		11,601		11,601		584,969		7.3
	2005		—		9,126
	Change		—		2,475
Richard Nesbitt (4)(5)	2006		127,454		—		127,454		6,321,842		N/A
	2005		124,454
	Change		3,000
Kathleen M. O’Neill	2006		—		5,607		5,607		282,727		3.5
	2005		—		3,113
	Change		—		2,494
Gerri B. Sinclair	2006		—		4,246		4,246		214,100		2.7
	2005		—		2,503
	Change		—		1,743

(1)	Equity at Risk is determined by adding the value of common shares and DSUs owned. The value of common shares is determined with reference to the closing price for our common shares on Toronto Stock Exchange on February 28, 2007, which was $48.85. The value of DSUs is determined with reference to the fair market value of a DSU on February 28, 2007, calculated based on the weighted average trading price of our common shares on Toronto Stock Exchange for the five trading days preceding February 28, 2007, which was $50.424.
(2)	Messrs. Chan and McGregor were appointed to the Board on July 26, 2006.
(3)	Mr. Fox’s equity at risk multiple is calculated based on the annual retainer received as Chair of the Board. Mr. Fox’s equity at risk multiple when calculated based on the Directors’ annual retainer is 24 times.
(4)	As Chief Executive Officer of TSX Group, Mr. Nesbitt is required to achieve ownership of common shares with a value equal to three times his base salary over a three year period. We include DSUs for purposes of satisfying Mr. Nesbitt’s equity ownership requirement.
(5)	Includes common shares acquired up to February 28, 2007 under our Employee Share Purchase Plan and 60,810 DSUs under the Deferred Share Unit Plan for officers.

16

Appointment of Auditor and Auditor’s Remuneration

The Board recommends that shareholders re-appoint KPMG LLP as our auditor and authorize the Directors to fix the auditor’s remuneration. Representatives of KPMG LLP will be present at the Meeting. KPMG LLP has served as our auditor since TSX Group was formed on August 23, 2002 and as auditor of TSX Inc. and its predecessors since 1993.

The persons named in the enclosed proxy intend to vote for the re-appointment of KPMG LLP, Chartered Accountants, 199 Bay Street, Commerce Court West, Toronto, Ontario, M5L 1B2, as our auditor to hold office until the next annual meeting of shareholders and in favour of authorizing the Directors to fix the auditor’s remuneration.

The aggregate fees billed by KPMG LLP, TSX Group’s auditor, for professional services rendered in 2006 and 2005, are set out below:

	Fees billed by KPMG LLP		Fees billed by KPMG LLP
Service Rendered	in Fiscal 2006		in Fiscal 2005
Audit Fees (1)	$	459,101	$	223,575
Audit Related Fees (2)	$	52,255	$	71,181
All Other Fees (3)	$	16,150	$	16,150

(1)	For the audit of our financial statements and the pension plan for our employees and for services normally provided by the auditor in connection with statutory and regulatory filings. Audit fees for these services for the years 2006 and 2005 were $322,000 and $296,400, respectively. Differences from the amounts above are the result of the timing of actual billing for services rendered.
(2)	For assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported in (1), including review of quarterly financial statements. Fees for these services for the years 2006 and 2005 were $115,000 and $106,500, respectively. Differences from the amounts above are the result of the timing of actual billing for services rendered.
(3)	For products and services other than the fees reported in (1) and (2), including internal audit control advisory services.

Amendments to Share Option Plan

In 2002, we obtained shareholder and regulatory approval to implement our share option plan, and the Board and Toronto Stock Exchange approved a subsequent amendment in 2003. The purpose of the share option plan is to (i) support the achievement of our performance objectives; (ii) ensure that interests of key persons are aligned with our success; and (iii) provide compensation to attract, retain and motivate senior management critical to the long-term success of TSX Group. Details of the current share option plan are included under the heading “Disclosure of Compensation and Other Information — Long Term Compensation” on page 21.

On June 6, 2006, Toronto Stock Exchange published a Staff Notice updating previously issued guidance on amendment procedures for share option plans and extending the option expiry date during a blackout period.

Amendment Provisions

The share option plan currently has a general amendment provision, authorizing the Board or the Human Resources Committee to amend, suspend or terminate the share option plan, subject to any required Toronto Stock Exchange or shareholder approval. In the past Toronto Stock Exchange would determine if the proposed amendment was sufficiently material to require shareholder approval.

Effective June 30, 2007, Toronto Stock Exchange will require that any security based compensation plan, which includes a share option plan, contain specific details as to whether shareholder approval will be required for a particular type of amendment. In the absence of a detailed amendment procedure, Toronto Stock Exchange will require us to obtain shareholder approval for all amendments, including amendments considered to be of a “housekeeping” nature. The purpose of a detailed amendment procedure is to clearly

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distinguish in the share option plan the type of amendments which will require shareholder approval and those which can be made by the Board or the Human Resources Committee without shareholder approval. All amendments will continue to be subject to any required regulatory review or approval.

We propose to amend the current amendment provision in our share option plan, to set out the circumstances under which the Board or the Human Resources Committee may not, without the approval of our shareholders, make amendments to the share option plan. Shareholder approval will be required in each instance, for the following amendments to the share option plan:

(i)	to increase the number of our common shares reserved for issuance under the share option plan;
(ii)	to reduce the exercise price of an option (including a cancelling and then reissuing of an option at a reduced exercise price to the same participant);
(iii)	to expand the category of eligible persons that can participate in the share option plan;
(iv)	except as contemplated by the share option plan, to extend the term of an option granted beyond the original expiry date; and
(v)	to allow for the issuance of deferred or restricted share units or any other provision which results in participants receiving common shares while no cash consideration is received by TSX Group.

Notwithstanding the above proposed amendments shareholder approval will not be required for any adjustments that may be made to the issuable shares or the exercise of outstanding options pursuant to the section of the share option plan that provides for appropriate adjustments under certain events. Such events include share splits, share dividends, combinations or exchanges of shares, mergers, consolidations, spin-offs or other distributions (other than normal cash dividends) of our assets to shareholders, or any other alteration of our share capital affecting common shares.

The Board or the Human Resources Committee may continue to make all other amendments without shareholder approval, subject to any required regulatory review or approval, to our share option plan on matters including but not limited to, the vesting provisions applicable to any outstanding grant of options; the termination of our share option plan; adding or amending any form of financial assistance provisions to the share option plan; amendments designed to comply with applicable laws or regulatory requirements; and “housekeeping” and administrative changes.

Blackout Period Extension

As a part of our corporate governance practices, and trading policies, we have certain self-imposed periods, from time to time, where insiders and employees are restricted from trading TSX Group’s securities. These restricted trading periods are commonly referred to as the “blackout periods”. Toronto Stock Exchange’s Staff Notice acknowledges that insiders and employees of issuers should not be disadvantaged for not being permitted to exercise their options before they expire during a blackout period. As a result, Toronto Stock Exchange allows issuers to amend their share option plan to extend the expiration date of options that will expire during or soon after such blackout period for a fixed number of days after a blackout period. This amendment is subject to shareholder approval.

If the option expires during the blackout period, the proposed amendment to our share option plan will extend the expiry date of the option for ten business days after the end of the last day of the blackout period. Also, if the option expires within 10 business days after the end of the blackout period, the expiry date will be

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extended to allow for a total of 10 business days after the blackout period. For example, if the option expires four business days after the blackout period, the option’s expiry date will be extended an additional six business days.

Votes Required to Pass the Resolution

These amendments to the share option plan were approved by the Board on February 27, 2007, subject to shareholder and regulatory approvals. Toronto Stock Exchange has reviewed and conditionally approved these proposed amendments to the share option plan, subject to shareholder approval.

The resolution approving the amendments described above to our share option plan, must be approved by a simple majority of the votes cast by the shareholders present in person or represented by proxy at the Meeting, failing which these amendments to the share option plan will not be made effective. The persons named in the enclosed proxy intend to vote for approval of the amendments to our share option plan.

Disclosure of Compensation and Other Information

Composition of the Human Resources Committee

The Human Resources Committee of the Board of Directors (the “Committee”) is composed of five Directors: Tullio Cedraschi (Chair), Wayne C. Fox, Raymond Garneau, John A. Hagg, and Gerri B. Sinclair, who are all independent Directors. The Committee’s complete Charter is available on our web site at www.tsx.com.

Human Resources Committee Report on Executive Compensation

The Committee’s role is to ensure that we attract and retain a capable executive team which will enhance our growth and profitability. We believe that effective compensation principles and practices are fundamental to achieving this objective.

One of the Committee’s principal responsibilities is to review and recommend to the Board the Chief Executive Officer’s annual compensation and to review and approve the other executive officers’ annual compensation. In addition, the Committee oversees the compensation policies and programs for executive officers. The Board has final approval on the compensation philosophy, guidelines and plans for compensating executive officers.

In determining our executive compensation levels, the Committee relies on external consultants to provide competitive benchmark information and to assist in the review and design of pay programs. By using competitive pay information and assessing executive performance, the Committee is able to evaluate the appropriateness of executive compensation each year.

Principles of Executive Compensation

The Committee oversees the compensation program for our officers, including the Named Executive Officers (determined in accordance with applicable securities legislation). The objectives of the program are to:

• attract and retain executives critical to our short and long-term success;

• provide executives with compensation that is market competitive and reflects individual performance;

• focus executives on key business factors that affect shareholder value; and

• reflect the highest standards of good governance.

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The executive compensation program is designed to provide median competitive pay when corporate and individual performance meet established objectives. It is also designed to provide significant upside opportunity for superior corporate and individual performance. In developing a total compensation structure for officers, the Committee benchmarks the pay of comparable positions in companies within selected comparator groups. For this purpose, the primary sample is made up of companies in a broad cross section of industries. For the Chief Executive Officer and other corporate executives, this sample was comprised of widely held publicly traded Canadian companies with revenues between $100 million and $4 billion. Pay practices of specialized sample groups are benchmarked as a secondary reference and customized by position to reflect specialized skills, where applicable. The Committee believes that these samples are both appropriate and responsible given that there is no directly comparable group of Canadian companies (that is, stock and energy exchanges). When determining compensation for the CEO, the Committee also reviewed the compensation of CEOs of other public stock exchanges internationally.

The design of the compensation program puts a significant portion of executive pay at risk. The more senior the executive, the greater the portion of pay that is variable. For the CEO, approximately 65% of direct pay is at risk and for the other Named Executive Officers; approximately 55% of direct pay is at risk. Direct pay is defined as base salary plus annual short-term and long-term incentive compensation at target.

On December 1, 2006, TSX Group acquired Shorcan Brokers Limited (“Shorcan”), Canada’s first inter-dealer fixed income broker. The President and CEO of Shorcan was appointed to the Senior Management Team of TSX Group as Senior Vice President, Fixed Income. Shorcan’s compensation programs have not been integrated into other TSX Group compensation programs but are managed under the oversight of the Committee, through discrete compensation arrangements unique to Shorcan and its competitive market.

Base Salary

Each year, the Committee reviews the base salaries of the executive officers. The Committee adjusts base salaries, as needed, relative to the competitive market for each executive officer’s position, performance, responsibility, and contribution. Base salaries are targeted at the median of the market.

Short-Term Incentive Plan

We use a “balanced scorecard” approach to fund the annual short-term incentive plan. The scorecard provides comprehensive performance measures and indicators and enables us to evaluate performance and progress with respect to critical short-term corporate goals.

Short-term incentive plan funding is based on the balanced scorecard results. If the balanced scorecard results exceed target, the short-term incentive plan funding will be greater than target. If the balanced scorecard results are below target, the short-term incentive plan funding will be below target. If performance falls below specified thresholds on all measures, the balanced scorecard will not generate any short-term incentive plan funding.

Four categories of performance are measured in the balanced scorecard:

• financial,

• customer satisfaction,

• business process and new initiatives, and

• employee measures.

We measure performance by comparing actual results against short-term corporate performance targets established for the year. In this way, we align compensation with measured success towards achieving short-term financial performance and long-term strategic goals. We pay varying levels of bonuses for achieving

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target level of individual performance. For 2006, the target level of bonuses ranged from 35% to 60% of salary depending on the level of the officer.

The Committee approves the scorecard objectives and the results annually. For 2006, financial measures (net income, operating expense control and revenue from new initiatives) accounted for 50% of the award opportunity. The other 50% was made up of measures dealing with customers (for example, trading system availability), business process and new initiatives (such as key new product initiatives and corporate development activities), and employee specific measures. The Committee considers team and individual contribution in determining individual bonus awards.

The short-term incentive plan for Shorcan’s President and CEO is measured on key financial and market share metrics unique to Shorcan. These measures have defined thresholds below which no incentive payment will be made.

Long-Term Compensation

Our long-term incentive program is designed to motivate executive and management participants to increase their focus on shareholder value. We provide long-term incentives in the form of share options and restricted share units. Employees or officers (and those of designated subsidiaries) at or above the director-level or employees below director-level designated by the Chief Executive Officer are eligible to participate in our long-term incentive program. Employees of Shorcan do not currently participate in the long-term incentive program.

We grant eligible participants a total dollar value, based on the participants’ level of responsibility, market competitiveness and individual performance. We grant half of the total award in share options and half in performance based restricted share units.

Share Option Plan

Our share option plan has been designed to motivate participants to increase focus on shareholder value. The Committee administers the share option plan in compliance with applicable laws and the requirements of Toronto Stock Exchange on which our common shares are listed.

On February 27, 2007, the Board approved, on recommendation of the Committee, a number of amendments to the share option plan that do not require shareholder approval. These additional amendments included various minor changes to the text of the share option plan to improve its clarity and consistency. The amendments also limited the aggregate number of common shares issuable to our insiders at any time, and issued to our insiders within any one year period. Such number of common shares cannot exceed ten percent (10%) of our issued and outstanding common shares. Details of the amendments to the share option plan which require shareholder approval are included under the heading “Amendments to Share Option Plan” on page 17.

Employees or officers (and those of our designated subsidiaries) at or above the director-level are eligible to be granted share options under the option plan. We have reserved 4,491,554 common shares for issuance upon exercise of options granted under the share option plan, representing approximately 6.5% of our outstanding common shares. The exercise price of a share option will not be less than the fair market value of our common shares, being the weighted average trading price of our common shares on Toronto Stock Exchange, for the five trading days immediately preceding the effective date (such weighted average is referred to in this Circular as “fair market value”), which in this case is calculated as at the grant date. The Committee determines the vesting schedule and term of options subject to a maximum ten (10) year term.

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Employees who are granted share options are prohibited from ‘monetizing’ unvested share options. Also, we do not currently provide financial assistance to facilitate the purchase of common shares under the share option plan.

Share Option Grant History

The following table sets forth the number of share options granted, date of grant, grant price, vesting schedule and term, since the first grant in January 2003.

	Securities
	under Options		Outstanding
	Granted		Options		Exercise Price		Vesting
Grant Date	(#)		(#)		($/security)		Schedule	Term of Grant
February 9, 2007 (1)		207,471		207,471	$	53.037
November 3, 2006 (2)		4,188		4,188	$	48.391
May 5, 2006 (2)		9,670		9,670	$	47.304	33.3% on each of the first
February 10, 2006		180,404		177,772	$	49.635	three anniversaries	7 year term
May 5, 2005 (2)		6,796		5,560	$	31.113	of the date of grant (3)
February 2, 2005 (3)		100,000		100,000	$	29.636
February 2, 2005		277,686		184,386	$	29.636
March 31, 2004 (2)		27,200		16,600	$	26.447
January 28, 2004		423,600		131,234	$	22.403
July 2, 2003 (2)(4)		50,000		12,500	$	14.167	25% on each of the first
January 30, 2003 (2)(4)		40,000		18,000	$	11.102	four anniversaries	10 year term
January 2, 2003 (4)		1,450,000		247,400	$	10.529	of the date of grant
Total:		2,777,015		1,114,781

(1)	In determining the award sizes, the Committee considered the target number of options required to meet the median total direct compensation policy described above under the section “Principles of Executive Compensation” and grants made in 2006.
(2)	Additional options granted “off cycle” to employees who joined, or were promoted, outside of the annual grant process.
(3)	Award granted to Mr. Nesbitt in recognition of his appointment as CEO. The CEO appointment grant vests 100% on the third anniversary of the date of grant. This grant of 100,000 options will vest on February 2, 2008.
(4)	On December 31, 2003, we paid a special dividend of $2.50 per common share on all our outstanding common shares. To address the significant decrease in value of share options as a result of this special dividend, the Board approved special deferred bonus payments to holders of share options. For each option granted in 2003, we paid to each option holder who was employed on the applicable payment date a cash amount of $2.50 per option payable in four equal instalments ending December 2006, essentially in line with the period over which the share options vested.

As at February 28, 2007, the total number of (a) common shares issued on the exercise of options granted under the share option plan and (b) issuable under outstanding options granted under the share option plan, and the respective percentages of our issued and outstanding common shares represented by those shares, was as follows:

	Common Shares Issuable Under
Common Shares Issued	Outstanding Options
1,108,446 (1.6%)	1,114,781 (1.6%)

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Under no circumstances may any one person’s share options and all other share compensation arrangements exceed five percent (5%) of the outstanding common shares of TSX Group.

Options may not be transferred and may be exercised only while optionees remain employees. If an optionee’s employment is terminated:

(a)	Voluntarily by the optionee resigning, the optionee may exercise each option held which is exercisable as at the time of resignation, during the period ending thirty (30) days after the resignation date, after which all unexercised options held by the optionee will expire.
(b)	Without just cause, the optionee may exercise each option held which is exercisable as at the time of termination, during the period ending ninety (90) days after the termination date (which is the last date such optionee ceases to perform employment services and does not include any applicable period of statutory or common law notice or severance) after which all unexercised options held by the optionee will expire.
(c)	For just cause, each option held by the optionee will cease to be exercisable on the termination date (which is the last date such optionee ceases to perform employment services and does not include any applicable period of statutory or common law notice or severance).
(d)	As a result of retirement, the optionee may exercise each option held by the optionee which is exercisable as at the time of the termination date during the period ending thirty-six (36) months after the termination date after which all unexercised options held by the optionee will expire (which is the last date such optionee ceases to perform employment services and does not include any applicable period of statutory or common law notice or severance).
(e)	As a result of death, the optionee’s legal representatives may exercise each option held by the optionee which is exercisable as at the date of death during the period ending twelve (12) months after the date of death after which all unexercised options held by the optionee will expire.

Notwithstanding the foregoing, no option may be exercised after the expiry date.

Our share option plan does not provide for automatic accelerated vesting of share options in cases where employment is terminated, upon retirement, or if there is a change of control of TSX Group.

Under the share option plan, the Committee may, at any time, subject to any required regulatory approval or shareholder approval, and prior approval of Toronto Stock Exchange, amend, suspend or terminate the share option plan in whole or in part. The proposed amendments to our share option plan, among other things, (See “Business of the Meeting – Amendments to Share Option Plan”) revise the amending provisions in the share option plan to specify that certain types of amendments cannot be made by the Board or the Committee without shareholder approval while other types of amendments can be made by Board or the Committee.

Restricted Share Unit Plan

We originally adopted the Employees’ Restricted Share Unit Plan (“RSU Plan”) in 2002 to convert the 2001 and 2002 awards under the interim bonus plan, in lieu of a long-term compensation plan. In 2004, we amended the RSU Plan to further align management’s interest with that of our shareholders, as described below.

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Employees or officers (or those of our designated subsidiaries) at or above the director-level, or employees below the director-level designated by the Chief Executive Officer, are eligible to be granted restricted share units under the RSU Plan.

A restricted share unit is a bookkeeping entry that is credited to an account maintained for the individual entitled to the restricted share unit. The initial grant price of a restricted share unit is the closing price of one of our common shares on Toronto Stock Exchange as of the close of business on December 31, or the last trading day of the previous year.

We credit additional restricted share units, or fractional restricted share units, to an individual’s account to reflect notional equivalents of dividends paid on our common shares. In this Circular, the term “ RSU” will refer to the aggregate of restricted share units, and the additional restricted share units, or fractional restricted share units, credited to reflect the notional equivalents of dividends paid on our common shares.

RSUs vest on December 31 of the second calendar year following the year in which the RSUs were granted. Upon vesting, RSUs are redeemed as described below, and a lump sum cash payment is made to the participant.

Upon redemption, we adjust the number of RSUs by a total shareholder return performance factor (“TSR” ). TSR represents the appreciation on our common shares plus dividends paid over the term of the RSUs, and determines the degree to which the number of RSUs are adjusted. For example, if target TSR is achieved, the number of RSUs vest at 100%. If target TSR is exceeded, the number of RSUs will be adjusted upwards to a maximum of 180%. If target TSR is not achieved, the number of RSUs will be adjusted downward. In any event, 25% of the number of RSUs will be valued and paid upon redemption.

RSUs are valued using the fair market value per common share determined as at the date of redemption.

RSU Grant History

The following table sets out the number of RSUs granted, initial RSU value, vesting date, RSU minimum and maximum estimates and actual redemption value for RSUs granted since 2004.

	RSUs			Initial Value per Unit				RSU Minimum and
	Granted(1)			(closing price of common				Maximum Estimates
	Target # of		Vesting and	shares on Toronto Stock				Minimum #		Maximum #			Redemption
Year of	Units		Redemption	Exchange on applicable date)				of Units(2)		of Units(2)			value
Grant	(#)		Date			($)		(#)		(#)			($)
2007		55,120	December 31, 2009	$	46.610		December 29, 2006		13,780		99,216			—
2006(3)		56,507	December 31, 2008	$	46.830		December 30, 2005		14,127		101 ,713			—
2005		90,800	December 31, 2007	$	26.845		December 31, 2004		22,700		163 ,440			—
2004(4)		121,530	December 31, 2006	$	21.450		December 31, 2003		30,383		218,754	(5)	$	7,515,640

(1)	We credit additional RSUs, or fractional RSUs, to an individual’s account to reflect notional equivalents of dividends paid on our common shares.
(2)	The minimum (25%) and maximum (180%) number of RSUs do not include additional RSUs or fractional RSUs that would be credited to reflect notional equivalents of dividends paid during the RSU term.
(3)	In 2006, additional RSUs were granted “off cycle” to employees who joined, or were promoted, after the published date of last year’s Management Information Circular.
(4)	The 2004 RSUs vested on December 31, 2006 and were paid out based on the maximum 180% multiplier.
(5)	The actual number of units on which the 2004 payout was based was less than the 21 8,754 maximum estimate due to the forfeiture of RSUs upon employee resignation or termination prior to the vesting and redemption date.

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RSUs are not transferable or assignable other than by will or the laws of descent and distribution. If the employee has resigned or employment is terminated for cause prior to the vesting date of the RS Us, the employee forfeits all right, title and interest with respect to the RSUs. If employment has ceased prior to the vesting date for any reason other than resignation or termination for cause, the number of RSUs is pro-rated for time, and the TSR is calculated and pro-rated based on the last day of the preceding completed calendar quarter. The lump sum cash payment is equal to the performance adjusted number of RSUs multiplied by the fair market value per common share determined as at the date of termination (net of any applicable withholdings).

Our RSU plan does not provide for automatic accelerated vesting of RSUs in cases where employment is terminated, upon retirement, or if there is a change of control of TSX Group.

Under the RSU Plan, the Committee may, at any time, subject to any required regulatory approval or shareholder approval, amend, suspend or terminate the RSU Plan in whole or in part.

Equity Ownership Requirements

To further align the interests of our officers with those of our shareholders we mandate minimum equity ownership for each of our officers, including the Named Executive Officers. We require that officers achieve a level of equity ownership that is a multiple of one to three times base salary depending on seniority as follows:

Chief Executive Officer	-	three times salary
Executive Vice Presidents	-	two times salary
Senior Vice Presidents	-	two times salary
Vice Presidents	-	one times salary

We require that officers achieve the minimum level of ownership over a three-year period. We include deferred share units and additional deferred share units, or fractional deferred share units, credited to reflect notational equivalents of dividends paid on our common shares for purposes of satisfying an officer’s equity ownership requirement.

The CEO is required to pre-disclose to the public the intention to sell or purchase TSX Group common shares, including the exercise of options. The disclosure must occur two business days prior to the transaction.

The following table sets forth the equity ownership information for the Named Executive Officers as at February 28, 2007.

									Total
					Deferred Share				Equity
	Common Shares				Units				Ownership		Multiple of
Named Executive Officer	(#)		($)(1)		(#)		($)(2)		($)		Salary
Richard Nesbitt		66,644		3,255,559		60,810		3,066,283		6,321,843		11.5
Michael S. Ptasznik		9,892		483,224		22,865		1,152,945		1,636,169		5.5
John B. Cieslak		18,923		924,389		54,930		2,769,790		3,694,179		10.6
Rik Parkhill		30,300		1,480,155		19,025		959,317		2,439,472		6.5
James P. Magee(3)		—		—		—		—		—		—

(1)	The closing price for our common shares on Toronto Stock Exchange on February 2 8, 2007, was $48.85.
(2)	The fair market value of a deferred share unit on February 28, 2007, was $50.424.
(3)	Mr. Magee has until December 1, 2009 to achieve the minimum equity ownership requirements.

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Deferred Share Unit Plan

For the years 2001 and 2002, we awarded grants to executive officers and director-level employees under the interim bonus plan which we introduced in lieu of a long-term compensation plan for those years. The interim bonus plan provided eligible employees with a deferred award based on our annual financial performance. For executive officers we converted the deferred awards into deferred share units. A deferred share unit is a bookkeeping entry that is credited to an account maintained for the individual entitled to the deferred share unit. The fair market value of a deferred share unit is based on the weighted average trading price of our common shares on Toronto Stock Exchange for the five trading days before the applicable conversion date. We credit additional deferred share units or fractional deferred share units to an individual’s account to reflect notional equivalents of dividends paid on our common shares. In this Circular, the term “DSU” will refer to the aggregate of deferred share units and additional deferred share units, or fractional deferred share units, credited to reflect notional equivalents of dividends paid on our common shares.

We converted the awards for 2001 at our initial public offering share price of $9.00, and for 2002 at the share price of $10.566, the weighted average price for the five trading days before December 31, 2002. The terms governing the DSUs granted under the interim bonus plan are otherwise identical to the terms set out below. All DSUs granted under the interim bonus plan are now fully vested.

In addition, to assist our officers to meet their equity ownership requirements, we give officers the opportunity to convert all or part of their short-term incentive award to DSUs. We limit this opportunity to those officers who have not yet achieved their required level of equity ownership. Our officers converted the following short-term incentive amounts into DSUs:

	Short-term Incentive		Fair Market Value
	Elected for Deferral(1)		per DSU		Number of DSUs
Year of Deferral	($)		($)		(#)
2007	$	29,375	$	52.205		563
2006	$	275,000	$	49.126		5,598
2005	$	117,200	$	29.638		3,954
2004	$	290,000	$	24.798		11,694

(1) Represents the previous year’s short-term incentive total dollar amount elected for conversion to DSUs.

DSUs are not transferable or assignable other than by will or the laws of descent and distribution. If an employee retires or otherwise ceases to be an employee (other than for reason of death), the employee must file a notice of redemption on or before December 15 of the first calendar year which commences after the date of retirement or termination. We will then pay the employee a lump sum cash payment (net of any applicable withholdings) equal to the number of DSUs vested as of the filing date multiplied by the fair market value per common share determined as at the date of filing the notice of redemption. If an employee dies while employed (or after ceasing to hold all positions but before filing a notice of redemption), then within 90 days of the employee’s death, we must redeem all of the employee ’s DSUs and make a lump sum cash payment to or for the benefit of the legal representative of the employee. The lump sum payment will be equal to the number of DSUs as of the date of the employee’s death multiplied by the fair market value per common share determined as of the date of the employee’s death.

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Under the Deferred Share Unit Plan, the Committee may, at any time, subject to any required regulatory approval or shareholder approval, amend, suspend or terminate the Defer red Share Unit Plan in whole or in part.

Compensation of the Chief Executive Officer

The Governance Committee of the Board assesses the overall performance of the Chief Executive Officer (“CEO”) each year. The Committee conducts its review of the CEO’s contribution considering financial and non-financial components. The Committee then considers this assessment in determining the CEO’s salary and recommending the CEO’s short and long-term compensation awards to the Board of Directors.

Components	Measures
Financial Results	Deliver the financial plan and targeted long-term earnings per share growth.
Customer/Shareholder	Enhance relationships with customers and shareholders. Develop strong relationships with the investment community.
Growing the Franchise	Refine strategies for future growth through innovation and improved operations in trading, market data, listings and technology. Develop strategies for growth beyond existing operations, planning for the longer term beyond five years.
Operational Efficiency	Prioritization of new products and services, including investments and acquisitions. Maintain target availability of systems.
Leadership and Values	Demonstrate the behaviours defined by the TSX leadership criteria and corporate values as adopted by the Senior Management Team.

In assessing Mr. Nesbitt’s contribution, the Governance Committee placed the greatest consideration on the delivery of the 2006 financial plan and contribution towards the long-term annual earning per share growth rate, the results of which significantly exceeded targets. Further recognition was given to Mr. Nesbitt’s strategy for future growth through innovation and improved operations in trading , market data , listings, technology and corporate development activity. Mr. Nesbitt continued to focus on a customer-centric culture and built a disciplined and effective investor relations program.

For 2006, no adjustment was made to Mr. Nesbitt’s annual base salary of $500,000. Mr. Nesbitt’s annual base salary was adjusted to $550,000, effective January 1, 2007.

Mr. Nesbitt’s 2006 annual target short-term bonus remained at 60% of salary. Mr. Nesbitt received an annual bonus of $725,000 for 2006 performance. This amount was determined in accordance with the corporate balanced scorecard results and the Governance Committee’s assessment of the CEO’s contribution.

A long-term incentive grant for 2007 made to Mr. Nesbitt was valued at $725,000 and consists of 33,439 share options and 8,500 RSUs.

Submitted by the Human Resources Committee:

Tullio Cedraschi – Chair, Wayne C. Fox, Raymond Garneau, John A. Hagg and Gerri B. Sinclair.

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Performance Graph

This graph compares the total cumulative shareholder return for $100 invested in TSX Group common shares on November 12, 2002 with the cumulative total return, including dividend reinvestment, of the S&P/TSX Composite Index^TM for the period from November 12, 2002, the date our common shares began trading on Toronto Stock Exchange, through to and including December 31, 2006.

Performance Graph

600 500 llars ($) 400 300

Do

200 100

November December December December December December 12, 2002 31, 2002 31, 2003 31, 2004 31, 2005 31, 2006 TSX 100 106.5 245.74 314.78 562.63 575.5 S&P/TSX Composite 100 104.9 132.90 152.14 188.85 221.45 Total Return Index

S&P is a trade-mark owned by The McGraw-Hill Companies, Inc. and is used under license.

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Compensation of Named Executive Officers

The following tables present information about compensation of our Named Executive Officers (determined in accordance with applicable securities legislation). The following table sets out the total compensation awarded to, earned by, or paid to, each of the Named Executive Officers for services rendered to us by that individual in all capacities:

Summary Compensation Table

	Annual Compensation								Long-Term Compensation
									Awards				Payouts
									Securities
									Under
							Other Annual		Options/SAR		Deferred Share		LTIP		All Other
Name & Principal			Salary		Bonus		Compensation		Granted		Units		Payouts		Compensation
Position	Year		($)		($)		($)		(#)(2)		(#)(3)		($)(4)		($)(5)
Richard Nesbitt		2006		500,000		725,000		N/A		25,194		N/A		775,948		143,605
CEO (1)		2005		500,000		600,000		N/A		131,796		N/A		N/A		133,607
		2004		371,449		400,000		N/A		32,000		N/A		N/A		101,758
Michael S. Ptasznik		2006		275,000		235,000		N/A		7,762		N/A		322,708		64,131
Senior Vice President		2005		250,000		185,000		N/A		9,726		N/A		N/A		60,260
and CFO		2004		225,000		165,000		N/A		12,000		N/A		N/A		48,123
John B. Cieslak (6)		2006		350,000		325,000		N/A		16,784		N/A		714,308		123,720
Executive Vice		2005		350,000		375,000		N/A		22,070		N/A		N/A		114,737
President, Chief		2004		350,000		375,000		N/A		28,000		N/A		N/A		85,963
Information Officer and Administration Officer
Rik Parkhill		2006		350,000		400,000		N/A		16,784		N/A		322,708		48,197
President, TSX		2005		300,000		375,000		N/A		16,210		N/A		N/A		47,446
Markets		2004		275,000		250,000		N/A		12,000		N/A		N/A		37,490
James P. Magee (7)		2006		270,000		307,047		N/A		N/A		N/A		N/A		1,380
President and CEO,		2005		—		—		—		—		—		—		—
Shorcan		2004		—		—		—		—		—		—		—

(1)	Mr. Nesbitt was appointed CEO on December 2, 2004. The information presented for 2004 is the actual compensation paid. The annualized equivalent for salary was $360,000 in his capacity as President, TSX Markets, and $500,000 in his capacity of CEO, TSX Group.
(2)	See tables on page 31 for RSUs that were granted in 2006 and 2007.
(3)	We converted DSUs from deferred amounts granted under the interim bonus plan, as outlined under the “Deferred Share Unit Plan” section of this Circular. We credit notional equivalents of dividends paid on common shares during the year in the form of additional units. Aggregate holdings of DSUs as at December 31, 2006 and their value, based on the closing price of our common shares on December 29, 2006 of $46.610 are as follows: Mr. Nesbitt 60,355 units with a value of $2,813,147, Mr. Ptasznik 22,694 units with a value of $1,057,767, Mr. Cieslak 54,519 units with a value of $2,541,131, and Mr. Parkhill 18,883 units with a value of $880,137. Mr. Magee does not hold DSUs.
(4)	The 2004 RSUs vested December 31, 2006 and were paid out. The RSUs were adjusted for performance based on TSR. The number of RSUs was multiplied by the maximum multiplier of 180%.
(5)	These amounts include premiums for term life insurance maintained for the benefit of the Named Executive Officer, employer contributions to the Employee Share Purchase Plan up to February 28, 2007, cash equivalent of the paid installment of the $2.50 special dividend per common share paid to participants in the 2003 share option plan and the value of dividend DSUs credited during the year. The year-end value of the dividend equivalents for 2006 (which includes the dividend equivalents for the $2.50 special dividend per common share paid to participants in the 2003 share option plan) is as follows: Mr. Nesbitt $139,783, Mr. Ptasznik $60,309, Mr. Cieslak $119,810, and Mr. Parkhill $46,875.
(6)	On February 13, 2007, TSX Group announced that Mr. Cieslak will be stepping down from his position as Executive Vice President, Chief Information Officer and Administration Officer, effective April 30, 2007.
(7)	Mr. Magee became an executive officer of TSX Group on December 1, 2006. Shorcan’s fiscal year is December 1 – November 30. The information presented for 2006 represents his salary for the full year and 11/12ths of the bonus he received in respect of performance for the period January 1, 2006 – November 30, 2006. Mr. Magee’s bonus is based on measures specific to Shorcan. Mr. Magee does not participate in the long-term incentive program.

29

Aggregate Compensation for the Named Executive Officers

	2006	2005(2)	2004(3)
Total Aggregate NEO Compensation (1)	$5.8 million	$6.1 million	$4.4 million
As a percentage of Total Revenue	1.6%	2.1%	1.8%
As a percentage of Net Income	4.4%	5.9%	6.4%

(1)	Total aggregate compensation includes base salary, short-term incentive, the grant value of long-term incentive awards and pension service costs, where applicable. Total aggregate compensation does not include RSU LTIP Payouts for RSUs granted in 2004.
(2)	Total aggregate NEO compensation in 2005 includes the grant value of Mr. Nesbitt’s one-time CEO appointment award of share options.
(3)	Mr. Nesbitt was appointed CEO on December 2, 2004. The information presented for 2004 for Mr. Nesbitt is the actual compensation paid. The annualized equivalent for salary was $360,000 in his capacity as President, TSX Markets, and $500,000 in his capacity of CEO, TSX Group. The total aggregate amount does not include compensation paid to the previous CEO.

Share Options Granted in 2006

The following table sets out share options granted under the Share Option Plan to Named Executive Officers during the year ended December 31, 2006. The exercise price is based on the fair market value per common share determined as at the date of grant.

	Securities		% of Total				Market Value of
	under		Options				Securities Underlying
	Options		Granted				Options on the Date
	Granted		to Employees		Exercise Price		of Grant		Expiration
Name	(#)		in 2006		($/security)		($/security)		Date
Richard Nesbitt		25,194		13.0		49.635		49.680	February 9, 2013
Michael S. Ptasznik		7,762		4.0		49.635		49.680	February 9, 2013
John B. Cieslak		16,784		8.6		49.635		49.680	February 9, 2013
Rik Parkhill		16,784		8.6		49.635		49.680	February 9, 2013
James P. Magee		N/A		N/A		N/A		N/A	N/A

Options Exercised in 2006

The following table sets out the financial year-end option values for Named Executive Officers. The value of unexercised in-the-money options at December 31, 2006 is the difference between the exercise price of the options and the closing price of our common shares on Toronto Stock Exchange on December 29, 2006, which was $46.610 per common share.

									Value of unexercised
	Securities		Aggregate		Unexercised Options				in-the-money Options
	Acquired		Value		at Financial Year-End				at Financial Year-End
	on Exercise		Realized		(#)				($)
Name	(#)		($)		Exercisable		Unexercisable		Exercisable		Unexercisable
Richard Nesbitt		Nil		Nil		106,934		182,056		3,402,378		3,216,920
Michael S. Ptasznik		20,500		680,758		3,242		30,746		55,017		657,873
John B. Cieslak		36,690		1,158,014		Nil		60,830		Nil		1,197,239
Rik Parkhill		18,000		597,486		5,404		41,950		91,706		641,018
James P. Magee		N/A		N/A		N/A		N/A		N/A		N/A

30

Restricted Share Units Granted in 2006

The following table provides details on the RSU grants to the Named Executive Officers in 2006.

	Securities, Units			Estimated Future Payouts Under
	or		Performance or other	Non-Securities-Price-Based Plans(2)
	other Rights		period until	Minimum		Target		Maximum
Name	(#)(1)		maturation or payout	(#)(3)		(#)		(#)(3)
Richard Nesbitt		7,000	December 31, 2008		1,750		7,000		12,600
Michael S. Ptasznik		2,160	December 31, 2008		540		2,160		3,888
John B. Cieslak		4,670	December 31, 2008		1,168		4,670		8,406
Rik Parkhill		4,670	December 31, 2008		1,168		4,670		8,406
James P. Magee		N/A	N/A		N/A		N/A		N/A

(1)	The initial grant price of an RSU is the closing price of one of our common shares on Toronto Stock Exchange at the close of business on December 31 or the last trading day of the previous year.
(2)	As outlined under “Restricted Share Unit Plan”, upon redemption, we adjust the number of RSUs by the TSR performance factor. If target TSR is achieved the number of RSUs will vest at 100%. If target TSR is exceeded, the number of RSUs will be adjusted upwards to a maximum multiplier of 180%. If target TSR is not achieved, the number of RSUs will be adjusted downward, to a minimum multiplier of 25%.
(3)	The minimum (25%) and maximum (180%) number of RSUs do not include additional RSUs, or fractional RSUs, that would be credited to reflect notional equivalents of dividends paid during the RSU term.

Share Options and Restricted Share Units granted in 2007

The following table provides details on the share options and RSU grants that were made in 2007 to the Named Executive Officers up to and including February 28, 2007.

	Options					RSUs
	Securities		Exercise or			Target
	Under Options		Base Price			RSUs Granted		Grant Price
Name	Granted (#)		($/Security)		Expiration Date	(#)		($/RSU)
Richard Nesbitt		33,439		53.037	February 8, 2014		8,500		46.610
Michael S. Ptasznik		8,529		53.037	February 8, 2014		2,170		46.610
John B. Cieslak		13,826		53.037	February 8, 2014		3,520		46.610
Rik Parkhill		18,448		53.037	February 8, 2014		4,690		46.610
James P. Magee		N/A		N/A	N/A		N/A		N/A

Securities Authorized for Issuance under Equity Compensation Plans

The following table shows, as of December 31, 2006, compensation plans under which our equity securities are authorized to be issued from treasury both for plans previously approved by shareholders and plans not previously approved by shareholders (of which there are none).

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The numbers shown under “Equity compensation plans approved by security holders” relate to our share option plan. Please refer to the description of the share option plan under “Long-Term Compensation” in this Circular.

					Number of securities
					remaining available for
					future issuance under equity
	Number of securities to be		Weighted average		compensation plans
	issued upon exercise of		exercise price of		(excluding securities
	outstanding options		outstanding options		reflected in column (a))
Plan category	(a)		(b)		(c)
Equity compensation plans approved by security holders		1,096,650	$	25.170		3,582,268
Equity compensation plans not approved by security holders		Nil		Nil		Nil
Total		1,096,650	$	25.170		3,582,268

Pension Plans

The Named Executive Officers, with the exception of Mr. Magee, participate as non-contributory members in the defined benefit tier of our employee registered pension plan. The pension benefit under the registered pension plan will be limited to the maximum amount prescribed under the Income Tax Act (Canada). TSX Group also maintains a non-contributory supplementary retirement plan for executive officers and other members of senior management. The supplementary retirement plan provides the portion of the pension benefits that exceed the maximum permitted under the defined benefits tier of the registered pension plan. Benefits provided by the supplementary retirement plan are securely funded through a Registered Compensation Agreement.

If a Named Executive Officer, with the exception of Mr. Magee, retires on the normal retirement date, the amount of annual pension from the registered pension plan and supplementary retirement plan combined will be 2% of the average of the best three consecutive years of pensionable earnings multiplied by credited years of service, subject to a maximum annual pension of 100% of final salary (“final average earnings”). Pensionable earnings refers to base salary plus short term incentive bonus, with the amount of bonus being capped at 50% of salary for the Named Executive Officers, commencing in 2006.

All Named Executive Officers, with the exception of Mr. Magee, may take early retirement on or after the first day of the month after their 55^th birthday, in which case they will be entitled to receive a reduced pension. The amount of pension that is payable will be reduced by ¹/4% for each month between such early retirement date and the earlier of age 60 or when age plus service equals 85. All Named Executive Officers, who have not retired and are over the age of 55 may retire with full pension at the earlier of age 60 or when age plus service equals 85. The pension benefit is payable for life, with 120 monthly payments guaranteed if there is no surviving spouse or 60% continuance for a surviving spouse. In addition, Named Executive Officers, are guaranteed the greater of the commuted value of their accrued pension benefit and the amount equivalent to 10% of their pensionable earnings accumulated each year with interest while a member of the supplementary retirement plan.

The following table shows the aggregate annual retirement benefits payable under the defined benefit tier of the registered pension plan and the supplementary retirement plan upon retirement at age 65 based on the above described pension formula (exclusive of the amounts paid under the Canada Pension Plan or the Quebec Pension Plan):

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Annual Pension Payable upon Retirement at Normal Retirement Age

	Years of Service and Annual Pension Benefit Payable
Remuneration	10		15		20		25		30		35
($)	($)		($)		($)		($)		($)		($)
200,000		40,000		60,000		80,000		100,000		120,000		140,000
225,000		45,000		67,500		90,000		112,500		135,000		157,500
250,000		50,000		75,000		100,000		125,000		150,000		175,000
300,000		60,000		90,000		120,000		150,000		180,000		210,000
400,000		80,000		120,000		160,000		200,000		240,000		280,000
500,000		100,000		150,000		200,000		250,000		300,000		350,000
600,000		120,000		180,000		240,000		300,000		360,000		420,000
700,000		140,000		210,000		280,000		350,000		420,000		490,000
800,000		160,000		240,000		320,000		400,000		480,000		560,000
900,000		180,000		270,000		360,000		450,000		540,000		630,000
1,000,000		200,000		300,000		400,000		500,000		600,000		700,000
1,100,000		220,000		330,000		440,000		550,000		660,000		770,000
1,200,000		240,000		360,000		480,000		600,000		720,000		840,000

The table indicates pension levels at various credited years of service and levels of remuneration.

The respective credited years of service for pension plan purposes as of December 31, 2006, at age 60 and at normal retirement at age 65 for the Named Executive Officers, as well as the estimated benefits based on current levels of final average earnings and payable upon retirement are as follows:

	Years of Service						Projected Annual Benefit
							Age 60		Age 65
Name	December 31, 2006		Age 60		Age 65		($)		($)
Richard Nesbitt		5.3		14.1		19.1		208,311		276,894
Michael S. Ptasznik		8.2		28.7		33.7		212,552		248,927
John B. Cieslak		6.4		19.1		24.1		220,237		272,737
Rik Parkhill		5.0		14.6		19.6		137,652		182,527
James P. Magee (1)		N/A		N/A		N/A		N/A		N/A

(1) Mr. Magee does not participate in the pension plan.

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The following estimated pension service costs and accrued pension obligations under the registered pension plan and supplementary retirement plan are being provided on a voluntary basis and exceed applicable disclosure requirements:

Additional Executive Pension Disclosure(1)
			Accrued Pension Obligation at
	2006 Pension Service Cost(2)		December 31, 2006(3)
Name	($)		($)
Richard Nesbitt		160,100		887,800
Michael S. Ptasznik		72,500		635,000
John B. Cieslak		106,700		723,100
Rik Parkhill		109,700		580,800
James P. Magee		N/A		N/A

(1)	Amounts shown include pension benefits under the registered pension plan and the supplementary retirement plan and reflect the impact of the cap on bonus inclusion effective in 2006.
(2)	Pension Service Cost is the value of the projected pension earned in 2006 and has been calculated using actuarial assumptions and methods that are consistent with those used to calculate the current service cost included in the 2006 pension expense disclosed in our annual consolidated financial statements for 2006.
(3)	Accrued Pension Obligation is the value of the projected pension earned for service to December 31, 2006 and has been calculated using actuarial assumptions and methods that are consistent with those used to calculate the accrued benefit obligation in our annual consolidated financial statements for 2006.

Employment Contracts and Severance Arrangements

We have a severance arrangement with Mr. Cieslak under which we will pay him a lump sum cash payment equivalent to 2.85 times his base salary if we terminate him without cause. Mr. Cieslak is also entitled to certain benefits including life insurance benefits either for the duration of the severance period or for the earlier of the duration of the severance period or re-employment. Pension contributions and disability benefits cease on the day of termination.

We have an employment contract with Mr. Magee, with an expiry date of November 30, 2008. His base salary under the contract is $270,000 per year. In addition to bonuses linked to Shorcan’s profits and return on equity, Mr. Magee is entitled to receive a bonus of up to $200,000 depending on Shorcan’s pre-tax profits and market share. In the event that his employment is terminated for any reason other than for cause or if we elect not to offer a new agreement of equal or greater value, we will pay him a lump sum cash amount of $710,000.

Total Compensation

In establishing total compensation levels for executives and in communicating these amounts to recipients, we define current year total direct compensation as the aggregate of base salary, cash bonus, and equity incentives (that is, share option grants and RSUs). Total compensation is defined as total direct compensation plus the annual pension service cost. The following tables show 2004, 2005 and 2006 fiscal year total compensation as determined by the Committee for each Named Executive Officer.

While pension benefits are not paid or awarded on an annual basis, we also view the annual value of the Pension Plan to be an integral portion of the overall compensation program. Information on the annual pension service cost is shown in the tables below. Information on the accrued liability and annual pension available at retirement has been disclosed in the Pension Plans section above.

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Richard Nesbitt	2006			2005		2004
CEO	$			$		$
Cash
Salary(1)		500,000			500,000		371,449
Cash Bonus		725,000			600,000		400,000
Total Cash		1,225,000			1,100,000		771,449
Equity
Restricted Share Units — Granted(2)		299,940			250,600		168,000	(3)
Restricted Share Units — LTIP Payout		775,948	(3)
Share Options(4)		300,060			249,400		184,000
CEO Appointment(5)					784,500
Total Equity		1,375,948			1,284,500		352,000
Total Direct Compensation		2,600,948			2,384,500		1,123,449
Annual Pension Service Cost(6)		160,100			131,000		95,200
Total		2,761,048			2,515,500		1,218,649

(1)	Mr. Nesbitt was appointed CEO on December 2, 2004. The information presented for 2004 is the actual compensation paid. The annualized equivalent for salary was $360,000 in his capacity as President, TSX Markets, and $500,000 in his capacity of CEO.
(2)	These amounts represent the value of the RSU awards at the time of grant. The initial value of an RSU is based on the closing price of our common shares on Toronto Stock Exchange on the last trading day of the previous year. As outlined under “Restricted Share Unit Plan”, upon redemption, we adjust the number of RSUs by a TSR performance factor at the end of the RSU term. RSUs are then valued using the fair market value per common share determined as at the date of redemption.
(3)	The 2004 RSUs vested on December 31, 2006. The maximum multiplier of 180%, was applied to the number of RSUs held by Mr. Nesbitt. The redemption value on December 31, 2006 was $775,948, which includes the 2004 target grant of $168,000, and this amount was paid in January 2007.
(4)	These amounts represent the compensation value of options granted and valued using a Black Scholes value of 25% (the corresponding values for 2005 and 2004 were 26%). The share option exercise prices are as follows: 2006 options: $49.635, 2005 options: $29.636 and 2004 options: $22.403.
(5)	This amount represents the compensation value of the award granted to Mr. Nesbitt in recognition of his appointment as CEO, valued using a Black Scholes value of 26%. The share option exercise price for this award is $29.636. These options will vest on February 2,2008.
(6)	Annual Pension Service Cost is the value of the projected pension earned in a specific fiscal year and has been calculated using actuarial assumptions and methods that are consistent with those used to calculate the service cost included in the pension expense disclosed in our annual consolidated financial statements.

Michael S. Ptasznit	2006			2005		2004
Senior Vice President and CFO	$			$		$
Cash
Salary		275,000			250,000		225,000
Cash Bonus		235,000			185,000		165,000
Total Cash		510,000			435,000		390,000
Equity
Restricted Share Units(1)		92,555			73,700		69,900	(2)
Restricted Share Units — LTIP Payout		322,708	(2)
Share Options(3)		92,445			76,300		69,000
Total Equity		507,708			150,000		138,900
Total Direct Compensation		1,017,708			585,000		528,900
Annual Pension Service Cost(4)		72,500			49,500		37,800
Total		1,090,208			634,500		566,700

(1)	These amounts represent the value of the RSU awards at the time of grant. The initial value of an RSU is based on the closing price of our common shares on Toronto Stock Exchange on the last trading day of the previous year. As outlined under “Restricted Share Unit Plan”, upon redemption, we adjust the number of RSUs by a TSR performance factor at the end of the RSU term. RSUs are then valued using the fair market value per common share determined as at the date of redemption.
(2)	The 2004 RSUs vested on December 31, 2006. The maximum multiplier of 180%, was applied to the number of RSUs held by Mr. Ptasznik. The redemption value on December 31, 2006 was $322,708, which includes the 2004 target grant of $69,900, and this amount was paid in January 2007.
(3)	These amounts represent the compensation value of options granted and valued using a Black Scholes value of 25% (the corresponding values for 2005 and 2004 were 26%). The share option exercise prices are as follows: 2006 options: $49.635, 2005 options: $29.636 and 2004 options: $22.403.
(4)	Annual Pension Service Cost is the value of the projected pension earned in a specific fiscal year and has been calculated using actuarial assumptions and methods that are consistent with those used to calculate the service cost included in the pension expense disclosed in our annual consolidated financial statements.

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John B. Cieslak
Executive Vice President, Chief	2006			2005		2004
Information and Administration Officer	$			$		$
Cash
Salary		350,000			350,000		350,000
Cash Bonus		325,000			375,000		375,000
Total Cash		675,000			725,000		725,000
Equity
Restricted Share Units(1)		200,105			176,900		154,600	(2)
Restricted Share Units — LTIP Payout		714,308	(2)
Share Options(3)		199,895			173,100		161,000
Total Equity		1,114,308			350,000		315,600
Total Direct Compensation		1,789,308			1,075,000		1,040,600
Annual Pension Service Cost(4)		106,700			85,000		80,400
Total		1,896,008			1,160,000		1,121,000

(1)	These amounts represent the value of the RSU awards at the time of grant. The initial value of an RSU is based on the closing price of our common shares on Toronto Stock Exchange on the last trading day of the previous year. As outlined under “Restricted Share Unit Plan”, upon redemption, we adjust the number of RSUs by a TSR performance factor at the end of the RSU term. RSUs are then valued using the fair market value per common share determined as at the date of redemption.
(2)	The 2004 RSUs vested on December 31, 2006. The maximum multiplier of 180%, was applied to the number of RSUs held by Mr. Cieslak. The redemption value on December 31, 2006 was $714,308, which includes the 2004 target grant of $154,600, and this amount was paid in January 2007.
(3)	These amounts represent the compensation value of options granted and valued using a Black Scholes value of 25% (the corresponding values for 2005 and 2004 were 26%). The share option exercise prices are as follows: 2006 options: $49.635, 2005 options: $29.636 and 2004 options: $22.403.
(4)	Annual Pension Service Cost is the value of the projected pension earned in a specific fiscal year and has been calculated using actuarial assumptions and methods that are consistent with those used to calculate the service cost included in the pension expense disclosed in our annual consolidated financial statements.

Rik Parkhill	2006			2005		2004
President, TSX Markets	$			$		$
Cash
Salary		350,000			300,000		275,000
Cash Bonus		400,000			375,000		250,000
Total Cash		750,000			675,000		525,000
Equity
Restricted Share Units(1)		200,105			122,800		69,900(2	)
Restricted Share Units — LTIP Payout		322,708(2	)
Share Options(3)		199,895			127,200		69,000
Total Equity		722,708			250,000		138,900
Total Direct Compensation		1,472,708			925,000		663,900
Annual Pension Service Cost(4)		109,700			77,000		61,100
Total		1,582,408			1,002,000		725,000

(1)	These amounts represent the value of the RSU awards at the time of grant. The initial value of an RSU is based on the closing price of our common shares on Toronto Stock Exchange on the last trading day of the previous year. As outlined under “Restricted Share Unit Plan”, upon redemption, we adjust the number of RSUs by a TSR performance factor at the end of the RSU term. RSUs are then valued using the fair market value per common share determined as at the date of redemption.
(2)	The 2004 RSUs vested on December 31, 2006. The maximum multiplier of 180%, was applied to the number of RSUs held by Mr. Parkhill. The redemption value on December 31, 2006 was $322,708, which includes the 2004 target grant of $69,900, and this amount was paid in January 2007.
(3)	These amounts represent the compensation value of options granted and valued using a Black Scholes value of 25% (the corresponding values for 2005 and 2004 were 26%). The share option exercise prices are as follows: 2006 options: $49.635, 2005 options: $29.636 and 2004 options: $22.403.
(4)	Annual Pension Service Cost is the value of the projected pension earned in a specific fiscal year and has been calculated using actuarial assumptions and methods that are consistent with those used to calculate the service cost included in the pension expense disclosed in our annual consolidated financial statements.

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James P. Magee (1)	2006		2005	2004
President and CEO, Shorcan	$		$	$
Cash
Salary		270,000
Cash Bonus(2)		307,047
Total Cash		577,047
Equity(3)
Restricted Share Units		n/a
Restricted Share Units — LTIP Payout		n/a
Share Options		n/a
Total Equity		n/a
Total Direct Compensation		n/a
Annual Pension Service Cost(4)		n/a
Total		577,047

(1)	Mr. Magee became an executive officer of TSX Group on December 1, 2006.
(2)	Mr. Magee’s bonus is measured on key financial and market share metrics unique to Shorcan and is not based on the balanced scorecard. Shorcan’s fiscal year is December 1 to November 30. The bonus amount represents ll/12ths of his total bonus, representing performance for the period January 1, 2006 — November 30, 2006.
(3)	Mr. Magee does not participate in the long-term incentive program.
(4)	Mr. Magee does not participate in the pension plan.

Directors’ and Officers’ Liability Insurance

Directors, officers and certain of our employees are covered under Directors’ and Officers’ Liability Insurance policies. The policies include coverage for wrongful acts, claimed against Directors, officers and those employees by reason of their serving in those capacities. The aggregate limit of liability applicable to those insured Directors, officers and employees under the insurance policies is $50 million, including defence costs. If we have to indemnify our insured Directors, officers or employees, we have reimbursement coverage over a deductible of $500,000 for each loss. The premium for the Directors’ and Officers’ liability insurance was $255,016 for the May 1, 2006 to April 30, 2007 policy year.

TSX Group’s by-laws also require us to indemnify our Directors and officers, and we have entered into indemnification agreements with our Directors, officers and certain employees which indemnify them from and against liability and costs in respect of any action or suit against them in connection with the execution of their duties of office, subject to certain limitations.

Indebtedness of Directors and Officers

None of our Directors or officers was indebted to us as at December 31, 2006 or at any time during 2006.

Additional Items

Available Documentation

We are a reporting issuer under the securities acts of all of the provinces and territories of Canada and we are therefore required to file consolidated financial statements and information circulars with the various securities commissions. We will also file an annual information form with those securities commissions which will, among other things, contain all of the disclosure required by Form 52-110F1 under Multilateral Instrument 52-110 — Audit Committees. We provide additional financial information in our comparative financial statements for our most recently completed financial year and our management’s discussion and analysis, contained in our 2006 Annual Report. This Circular, annual information form, annual consolidated financial statements and the related annual management’s discussion and analysis, any interim financial statements, along with the related interim management’s discussion and analysis filed after the filing of the

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most recent annual financial statements and additional copies of the 2006 Annual Report may be found on SEDAR at www.sedar.com. You may also obtain them from our Investor Relations Department.

Finance and Audit Committee

The Finance and Audit Committee of the Board of Directors is composed entirely of independent Directors who meet the independence and financial literacy requirements set out in Multilateral Instrument 52-110- Audit Committees. The Finance and Audit Committee is composed of six Directors: J. Spencer Lanthier (Chair), Raymond Chan, Harry A. Jaako, Jean Martel, Owen McCreery and Kathleen M. O’Neill. The committee’s complete Charter is available on our web site at www.tsx.com.

The Finance and Audit Committee assists the Board of Directors in fulfilling its responsibilities to oversee and supervise financial, audit and accounting matters. The committee supervises the adequacy of our internal controls and financial reporting practices and procedures and the quality and integrity of our audited and unaudited financial statements, including through discussions with our external auditors. The committee reviews our business plan and operating and capital budgets and management’s reports on pension plan oversight. The committee is responsible for ensuring efficient and effective assessment of risk management throughout TSX Group.

Corporate Governance

Under National Instrument 58-101 — Disclosure of Corporate Governance Practices, we are required to disclose information relating to our corporate governance practices. Our disclosure is set out in Schedule C to this Circular and an overview of our corporate governance practices is contained under the heading “Statement of Corporate Governance Practices” in our 2006 Annual Report.

The Charter of the Board of Directors, which includes the principal responsibilities of the Chair of the Board and the Chief Executive Officer is attached as Schedule D to this Circular. The charter for each Committee of the Board is available on our web site at www.tsx.com under the Investor Relations tab. The Code of Conduct for Directors of TSX Group and the Code of Conduct for Employees of TSX Group are also available in the same location and on SEDAR at www.sedar.com.

Board of Directors’ Approval

The Board of Directors has approved the contents and sending of this Management Information Circular to the shareholders.

Sharon C. Pel
Senior Vice President, Legal and Business Affairs
Toronto, Ontario
March 21, 2007

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SCHEDULE A
RESOLUTION — APPROVE AMENDMENTS TO SHARE OPTION PLAN

BE IT RESOLVED that:

1. The amendments to the share option plan as proposed at the meeting and as more particularly described under the heading “Amendments to Share Option Plan”, are hereby approved.

2. Any director or officer of the Corporation be and is hereby authorized and directed to execute and deliver for and in name of and on behalf of the Corporation, whether under its corporate seal or not, all such other certificates, instruments, agreements, documents and notices and to do all such other acts and things as in such person’s opinion as may be necessary or desirable for the purpose of giving effect to this resolution.

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SCHEDULE B
RECORD OF ATTENDANCE BY DIRECTORS IN 2006

The Board is expected to attend all regularly scheduled Board and committee meetings and, where practicable, all special meetings, and be, in all cases fully prepared for those meetings.

	Board Meetings
Director	Attended(1)			Standing Committee Meetings Attended
Tullio Cedraschi	10 of 11	91	%	4 of 4 Governance Committee	100	%
				6 of 6 Human Resources Committee (Chair)	100	%
Raymond Chan(2)	4 of 4	100	%	2 of 2 Finance and Audit Committee	100	%
Wayne C. Fox	11 of 11	100	%	4 of 4 Governance Committee	100	%
				6 of 6 Human Resources Committee	100	%
				1 of 1 Public Venture Market Committee (Chair)	100	%
Raymond Garneau	11 of 11	100	%	4 of 4 Governance Committee	100	%
				6 of 6 Human Resources Committee	100	%
John A. Hagg	11 of 11	100	%	6 of 6 Human Resources Committee	100	%
				2 of 2 Public Venture Market Committee	100	%
Harry A. Jaako	10 of 11	91	%	4 of 5 Finance and Audit Committee	80	%
				2 of 2 Public Venture Market Committee	100	%
J. Spencer Lanthier	11 of 11	100	%	5 of 5 Finance and Audit Committee (Chair)	100	%
				4 of 4 Governance Committee	100	%
Jean Martel	11 of 11	100	%	5 of 5 Finance and Audit Committee	100	%
				2 of 2 Public Venture Market Committee	100	%
Owen McCreery	11 of 11	100	%	5 of 5 Finance and Audit Committee	100	%
Douglas McGregor(2)	4 of 4	100	%	n/a	n/a
John P. Mulvihill	11 of 11	100	%	4 of 4 Governance Committee (Chair)	100	%
Richard Nesbitt	11 of 11	100	%	n/a	n/a
Kathleen M. O’Neill	11 of 11	100	%	5 of 5 Finance and Audit Committee	100	%
				4 of 4 Governance Committee	100	%
Gerri B. Sinclair	11 of 11	100	%	6 of 6 Human Resources Committee	100	%
				2 of 2 Public Venture Market Committee	100	%

Summary of Board and Standing Committee Meetings Held in 2006

Board(1)	11
Finance and Audit Committee	5
Governance Committee	4
Human Resources Committee	6
Public Venture Market Committee	2
Total Numbers of Meetings Held	28

(1)	Includes one all-day Board strategy session and one special meeting of the Board.
(2)	Messrs. Chan and McGregor were appointed to the Board on July 26, 2006.

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SCHEDULE C
CORPORATE GOVERNANCE PRACTICES

We believe that adopting and maintaining appropriate governance practices is fundamental to a well-run company, to the execution of its chosen strategies and to its successful business and financial performance. Our 2006 Annual Report contains an overview of our corporate governance practices. Our corporate governance practices are aligned with National Instrument 58-101 - Disclosure of Corporate Governance Practices (the “National Instrument”) and National Policy 58-201 — Corporate Governance Guidelines.

Board of Directors

1.	(a) Disclose the identity of directors who are independent.
	Of our nominees for the Board, (12 out of 14 or approximately 86%) are both independent under the National Instrument, TSX Group’s recognition order issued by the Ontario Securities Commission (the “Recognition Order”) and under our Board of Directors Independence Standards. Our independent nominees for election to the Board are: Tullio Cedraschi, Raymond Chan, Wayne C. Fox, Raymond Garneau, John A. Hagg, Harry A. Jaako, J. Spencer Lanthier, Jean Martel, Owen McCreery, John P. Mulvihill, Kathleen M. O’Neill and Gerri B. Sinclair.
	(b)  Disclose the identity of directors who are not independent, and describe the basis for that determination.
	A Director is not independent under the Recognition Order and our Board of Directors Independence Standards if the Director has a material relationship with TSX Group. A “material relationship” is a relationship, which could, in the view of the Board, be reasonably expected to interfere with the exercise of a Director’s independent judgment and includes indirect material relationships. A Director who is an employee, associate (within the meaning of the Securities Act (Ontario), or executive officer of a Participating Organization or Member of Toronto Stock Exchange or TSX Venture Exchange (collectively, “POs”) is considered to have a material relationship with TSX Group. A PO is a registered broker dealer which is permitted access to the facilities of Toronto Stock Exchange or TSX Venture Exchange for the purpose of trading securities listed on those exchanges. The Board has determined that a non-independent Director under the Recognition Order and our Board of Directors Independence Standards is to be considered a non-independent Director under the National Instrument. The Recognition Order requires that at least 50% of TSX Group’s Directors be independent. Our Board of Directors Independence Standards can be found on our web site at www.tsx.com.
	Two nominees for election to the Board, Messrs. McGregor and Nesbitt, are not independent Directors under the National Instrument and the Recognition Order. Mr. McGregor is an executive officer of a PO of Toronto Stock Exchange and TSX Venture Exchange and Mr. Nesbitt is the Chief Executive Officer of TSX Group.
	The Governance Committee at least on an annual basis reviews the relationship of each Director with TSX Group to determine which Directors are independent under the National Instrument, the Recognition Order and our Board of Directors Independence Standards. Such review is also undertaken each time a Director is appointed between annual shareholders meetings. The Governance Committee advises the Board of its findings, for consideration by the Board. To assist the Governance Committee and the Board with their determinations, all Directors annually complete a detailed questionnaire about their business relationships and shareholdings, and advise us during the course of the year of any material changes to their responses.

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(c) Disclose whether or not a majority of directors are independent. If a majority of directors are not independent, describe what the board of directors (the board) does to facilitate its exercise of independent judgement in carrying out its responsibilities.

Of the nominees for the Board, (12 out of 14 or approximately 86%) are independent under the National Instrument, TSX Group’s Recognition Order and our Board of Directors Independence Standards.

(d) If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, identify both the director and the other issuer.

Certain of TSX Group’s Directors are Directors of other reporting issuers. Please refer to the Directors’ personal information beginning on page seven of this Circular for directorships of other reporting issuers for each Director.

(e) Disclose whether or not the independent directors hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. If the independent directors hold such meetings, disclose the number of meetings held since the beginning of the issuer’s most recently completed financial year. If the independent directors do not hold such meetings, describe what the board does to facilitate open and candid discussion among its independent directors.

The independent Directors hold regularly scheduled meetings at which non-independent Directors and management are not present. During 2006, the Board and its Committees held 20 meetings of solely independent Directors as follows:

Board	8
Finance and Audit	5
Governance	2
Human Resources	5
Public Venture Market	0

(f) Disclose whether or not the chair of the board is an independent director. If the board has a chair or lead director who is an independent director, disclose the identity of the independent chair or lead director, and describe his or her role and responsibilities. If the board has neither a chair that is independent, nor a lead director that is independent describe what the board does to provide leadership for its independent directors.

Wayne C. Fox is the Chair of the Board and an independent Director. The Chair of the Board reports to the Board and shareholders and provides leadership to the Board in matters relating to the effective execution of all Board responsibilities and works with the CEO and senior management to ensure that the organization fulfills its responsibilities to stakeholders including shareholders, employees, customers, governments and the public. His responsibilities are set out in the Board’s Charter which is attached hereto as Schedule D and can also be found on our web site at www.tsx.com.

(g) Disclose the attendance record of each director for all board meetings held since the beginning of the issuer’s most recently completed financial year.

	Please refer to Schedule B — Record of Attendance by Directors in 2006 on page 40 of this Circular.
2.	Disclose the text of the board’s written mandate. If the board does not have a written mandate, describe how the board delineates its role and responsibilities.
	The text of the Board’s Charter is attached hereto as Schedule D and can also be found on our web site at www.tsx.com and is reviewed at least annually.

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3. (a) Disclose whether or not the board has developed written position descriptions for the chair and the chair of each board committee. If the board has not developed written position descriptions for the chair and/or the chair of each board committee, briefly describe how the board delineates the role and responsibilities of each such position.

The Board has developed written position descriptions for the Chair of the Board and the chair of each Board committee. The descriptions are set out in their respective charters. The Board Charter is attached hereto as Schedule D. The complete charters of the Board, the Finance and Audit Committee, the Governance Committee, the Human Resources Committee, and the Public Venture Market Committee can be found on our web site at www.tsx.com and are reviewed at least annually.

(b) Disclose whether or not the board and CEO have developed a written position for the CEO. If the board and CEO have not developed such a position description, briefly describe how the board delineates the role and responsibilities of the CEO.

The Board’s Charter sets out the role and responsibilities of the Board, the Chair and the CEO. The Board and CEO review such role and responsibilities on an annual basis. The Board Charter is attached hereto as Schedule D and can also be found on our web site at www.tsx.com.

The Governance Committee conducts an annual review of the performance of the CEO, as measured against corporate and personal objectives established at the beginning of the year jointly by the Governance Committee and CEO and approved by the Board. The results of this annual review are communicated to the Board which then makes an evaluation of the overall performance of TSX Group and the CEO. The evaluation is used by the Human Resources Committee in making its recommendation to the Board concerning the CEO’s annual compensation.

Orientation and Continuing Education

4. (a) Briefly describe what measures the board takes to orient new directors regarding:

(i)	the role of the board, its committees and its directors; and
(ii)	the nature and operation of the issuer’s business.

The Governance Committee oversees and makes recommendations to the Board regarding the orientation of new Directors. TSX Group maintains orientation and ongoing education programs for Directors, (including new Directors) and regularly reviews these programs. TSX Group provides new Directors with a Directors’ Manual, which serves as a corporate reference, as well as with orientation materials describing its business, strategy, objectives and initiatives, so new Directors understand the nature and operation of our businesses and the role of the Board and its committees, as well as the contribution individual Directors are expected to make. New Directors also attend at our offices to meet with TSX Group’s executive officers, including the CEO and CFO, to discuss the business functions, initiatives, values and strategies of TSX Group and the contribution individual Directors are expected to make. To assist a new Director the Governance Committee assigns a Board member as a mentor to the new Director.

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(b) Briefly describe what measures, if any, the board takes to provide continuing education for its directors. If the board does not provide continuing education, describe how the board ensures that its directors maintain the skill and knowledge necessary for them to meet their obligations as directors.

Directors receive a comprehensive package of information prior to each Board and committee meeting and prior to each strategic planning session. As well, each committee delivers a report to the full Board on its work after each committee meeting. Also, all Directors are invited to attend all committee meetings regardless of whether they are sitting members of a committee. Presentations on different aspects of our business are regularly made to the Board. We also provide the Board with a variety of materials and presentations on an ad hoc basis, to keep them informed about internal developments as well as developments in, or which affect, our industry, the environment in which we operate, continuous disclosure obligations, accounting issues and best practices in corporate governance. All of these materials and other corporate materials are also accessible by Directors on a permanent, secure intranet.

Directors, with the approval of the Chair, may seek additional professional development education at the expense of TSX Group. As well, all Directors are members at our expense of the Institute of Corporate Directors (“ICD”) where Directors have access to ICD events and publications which provide an additional source of relevant information.

Ethical Business Conduct

5. (a) Disclose whether or not the board has adopted a written code for the directors, officers and employees. If the board has adopted a written code:

(i)	disclose how a person or company may obtain a copy of the code;
(ii)	describe how the board monitors compliance with its code, or if the board does not monitor compliance, explain whether and how the board satisfies itself regarding compliance with its code; and
(iii)	provide a cross-reference to any material change report filed since the beginning of the issuer’s most recently completed financial year that pertains to any conduct of a director or executive officer that constitutes a departure from the code.

The Board has approved a Board Code of Conduct for the Directors and an Employee Code of Conduct for officers and employees of TSX Group and its subsidiaries, both of which provide guidance on ethical issues and establish mechanisms to report unethical conduct. The Codes of Conduct may be found on our web site at www.tsx.com and may be found on SEDAR at www.sedar.com. The Finance and Audit Committee also reviews with management that appropriate procedures exist for the receipt, retention and treatment of complaints received by TSX Group regarding accounting controls or auditing matters, the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters, or any violation of the Codes of Conduct, and for the protection from retaliation of those who report such complaints in good faith.

The Governance Committee monitors compliance by members of the Board with our Board Code of Conduct and authorizes any waiver granted in connection with this code, and oversees the appropriate disclosure of any such waiver. The Governance Committee also reviews the Board Code of Conduct at least annually. The Governance Committee has not granted any waivers in connection with the code.

The Finance and Audit Committee ensures that adequate and effective systems are in place to enforce compliance with our Employee Code of Conduct. The Human Resources Committee reviews the Employee Code of Conduct at least annually.

Each year, every Director, officer and employee must sign an acknowledgement that he or she has read, understood and complied with the Code of Conduct applicable to him or her. For 2006 each employee was required to successfully complete a test on the Employee Code of Conduct before being permitted to sign the acknowledgement.

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No material change reports have been filed by TSX Group since the beginning of the most recently completed financial year that pertains to any conduct of a Director or executive officer that constitutes a departure from either Code of Conduct.

(b) Describe any steps the board takes to ensure directors exercise independent judgement in considering transactions and agreements in respect of which a director or executive officer has a material interest.

Through the annual Director’s Questionnaire, Directors are asked to identify if a conflict of interest currently exists or could potentially exist between him or her and TSX Group or any of its subsidiaries or affiliates. This response allows the Board and management to identify conflicts of interest situations in advance. The Board takes appropriate measures to ensure the exercise of independent judgment in considering transactions and agreements in respect of which a Director or executive officer may have a material interest. Where appropriate, Directors remove themselves from portions of Board or committee meetings in accordance with the Board Code of Conduct and the Business Corporations Act (Ontario), or ad hoc special committees are constituted, in each case to allow independent discussion of matters in issue. The Board Code of Conduct and corporate and securities legislation require disclosure of conflicts by individual Directors.

(c) Describe any other steps the board takes to encourage and promote a culture of ethical business conduct.

Each Director is responsible for understanding the roles and responsibilities of the Board as a whole and of a Director as set out in the Board Charter and in the Board’s Code of Conduct.

The Board satisfies itself, to the extent feasible, as to the integrity of the CEO, other executive officers and individual Directors and that the CEO, other executive officers and individual Directors create a culture of integrity throughout TSX Group. We are also required under our Recognition Order to take reasonable steps to ensure that each officer or Director of TSX Group is a fit and proper person and the past conduct of each officer or Director affords reasonable grounds for belief that the officer or Director will perform his or her duties with integrity. Each officer and Director of TSX Group is required to complete a personal information form and consent to searches being conducted in order that his or her personal information can be verified for TSX Group by third parties.

In this manner the Board encourages and ensures that a culture of ethical business conduct is maintained.

Nomination of Directors

6. (a) Describe the process by which the board identifies new candidates for board nomination.

The Board has constituted a Governance Committee that is responsible for governance issues, including making recommendations to the Board with respect to nominees to the Board.

The Governance Committee reviews on an ongoing basis the composition of the Board, including the current strengths, skills and experiences on the Board and our strategic direction. The Governance Committee identifies any gaps in the Board’s composition and seeks to fill those gaps. Qualities such as integrity, good character and high regard in his or her community or professional field will always be a basic criteria for Board members. The Governance Committee will also consider independence, professional or board expertise, capital market experience, public venture market experience, energy market experience and regulated company experience. As well, representation from geographic regions relevant to TSX Group’s strategic priorities is taken into consideration. The objective is to ensure the Board’s composition provides the best mix of skills and experience to guide the strategies and business operations of TSX Group. In certain circumstances, the Governance Committee may retain outside consultants to conduct searches for appropriate nominees. In addition, the Governance Committee maintains a list of potential Director candidates for its consideration which is reviewed annually.

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Prospective nominees to the Board are made aware of their duties, responsibilities and time commitment expectations as a Director.

The complete charter of the Governance Committee is set out on our web site at www.tsx.com.

(b) Disclose whether or not the board has a nominating committee composed entirely of independent directors. If the board does not have a nominating committee composed of entirely of independent directors, describe what steps the board takes to encourage an objective nomination process.

The Governance Committee acts as the nominating committee of the Board, and is composed entirely of independent Directors.

(c) If the board has a nominating committee, describe the responsibilities, powers and operation of the nominating committee.

Our Governance Committee, which acts as our nominating committee, is responsible for providing the Board with recommendations relating to corporate governance in general, including (i) all matters relating to the stewardship role of the Board in respect of the management of TSX Group, (ii) Board size and composition, including the nominee selection process and orientation of new Directors, (iii) Board compensation, and (iv) such procedures as may be necessary to allow the Board to function independently of management and non-independent Directors.

See the charter of the Governance Committee set out in our web site at www.tsx.com for a complete description of the responsibilities, powers and operation of the Governance Committee.

Compensation

7. (a) Describe the process by which the board determines the compensation for the issuer’s directors and officers.

The Governance Committee at least annually reviews and makes recommendations to the Board for its consideration on compensation levels for the Directors. To assist in making such recommendations the Governance Committee relies on external consultants to provide relevant benchmarks. On February 1, 2006, the Board, on the recommendation of the Governance Committee, amended the Board’s compensation to take effect on April 26, 2006. The Board’s current compensation is detailed on page 14 of this Circular.

On November 29, 2006, the Board, on the recommendation of the Governance Committee, amended the Directors minimum equity ownership requirement from $150,000 to $250,000 to take effect on April 25, 2007. Directors must achieve ownership of $250,000 of common shares (including ownership of DSUs) over a five year period. Until the mandated level of ownership is reached, Directors must take at least 50% of their Board and Committee compensation in the form of DSUs (although Directors are free to elect a higher level of DSU participation).

The Human Resources Committee reviews and makes recommendations to the Board regarding the annual compensation of our CEO and reviews and approves the annual compensation for our officers. In addition, the Human Resources Committee is responsible for overseeing the compensation policies and programs for our executive officers. The Board has the final approval on the compensation philosophy, guidelines and plans for compensation of executive officers.

In determining compensation for our executive officers, the Human Resources Committee relies on external consultants to provide relevant benchmark information and to assist in the review and design of pay programs.

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(b) Disclose whether or not the board has a compensation committee composed entirely of independent directors. If the board does not have a compensation committee composed entirely of independent directors, describe what steps the board takes to ensure an objective process for determining such compensation.

The Human Resources Committee acts as the compensation committee of the Board, and is composed entirely of independent Directors.

(c) If the board has a compensation committee, describe the responsibilities, powers and operation of the compensation committee.

One of the principal responsibilities of the Human Resources Committee is to review and make recommendations to the Board regarding the annual compensation of our CEO and to review and approve the annual compensation of our other executive officers. The Human Resources Committee is also responsible for overseeing the compensation policies and programs for executive officers and reviewing and recommending to the Board for its approval any employee incentive or share plan. In addition, the Human Resources Committee reviews senior management succession plans. The Committee also reviews executive compensation disclosure before it is publicly disclosed.

The Board has the final approval on the compensation philosophy, guidelines and plans for compensation of executive officers.

The complete charter of the Human Resources Committee is set out on our web site at www.tsx.com.

(d) If a compensation consultant or advisor has, at any time since the beginning of the issuer’s most recently completed financial year, been retained to assist in determining compensation for any of the issuer’s directors and officers, disclose the identity of the consultant or advisor and briefly summarize the mandate for which they have been retained. If the consultant or advisor has been retained to perform any other work for the issuer, state that fact and briefly describe the nature of the work.

The Human Resources Committee retained the services of Towers Perrin to provide the Human Resources Committee with advice and information on executive compensation. Fees paid to Towers Perrin for executive compensation were approximately $46,180.

The Chair of the Human Resources Committee pre-approves any other consulting work or services that Towers Perrin performs for TSX Group. Fees paid for other consulting work or services for TSX Group were approximately $9,500.

Mercer Human Resource Consulting (Mercer) provides TSX Group with pension related services. Total fees paid to Mercer for consulting and administrative services related to pension were approximately $252,080.

The Governance Committee retained the services of Watson Wyatt & Company to provide the Governance Committee with advice and information in determining Board compensation. Fees paid to Watson Wyatt & Company were approximately $8,585.

The Governance Committee retained the services of Paradigm Leadership Consultants, Inc. (Paradigm) to conduct searches for appropriate nominees to replace Mr. Brown who retired from the Board in 2006. Fees paid to Paradigm were approximately $20,597.

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Other Board Committees

8. If the board has standing committees other than the audit, compensation and nominating committees, identify the committees and describe their function.

TSX Group has in total four standing Board committees: the Finance and Audit Committee, the Governance Committee, the Human Resources Committee, and the Public Venture Market Committee. The charters of each of these committees are available on our web site at www.tsx.com.

The Public Venture Market Committee’s function is to advise and make recommendations to the Board with respect to all policy issues and matters that are likely to have a significant impact on the public venture capital market in Canada and the role of TSX Group and/or TSX Venture Exchange Inc. with respect to such markets.

Assessments

9. Disclose whether or not the board, its committees and individual directors are regularly assessed with respect to their effectiveness and contribution. If assessments are regularly conducted, describe the process used for assessments. If assessments are not regularly conducted, describe how the board satisfies itself that the board, its committees, and its individual directors are performing effectively.

The Governance Committee is responsible for making an annual assessment of the overall performance of the Board, its committees and all of the individual Directors. This evaluation is conducted internally by written self-assessment and peer questionnaires and through formal interviews of each Director (other than the Chair) by the Chair of the Board and of the Chair by the chair of the Governance Committee. The Chair will share peer feedback with each Director as appropriate. The Chair will discuss the results of the individual evaluations with the Chair of the Governance Committee and report summary findings to both the Governance Committee and to the full Board. The results of the assessments are reviewed by the Governance Committee and changes, as required, are then implemented to improve Board performance and effectiveness.

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SCHEDULE D
TSX GROUP INC.
(THE “CORPORATION”)
BOARD CHARTER

1. General

The primary responsibility of the Board of Directors of the Corporation (the “Board”) is to provide governance and stewardship to the Corporation.

The Board will appoint a competent executive management team to run the day-to-day operations of the Corporation and will oversee and supervise the management of the business of the Corporation by that team. The Board will oversee the Corporation’s systems of corporate governance and financial reporting and controls to ensure that the Corporation reports adequate and fair financial information to shareholders and engages in ethical and legal corporate conduct.

The Board will carry out its mandate directly and through the following committees of the Board (and such other committees as it appoints from time to time): the Finance and Audit Committee, the Human Resources Committee, the Governance Committee and the Public Venture Market Committee.

2. Appointment and Supervision of Management

The Board will:

• Appoint the Chief Executive Officer (“CEO”) and other senior officers comprising the senior management team (“SMT”), provide them with advice and counsel and monitor the performance of the CEO against a set of mutually agreed corporate objectives directed at maximizing shareholder value and approve CEO compensation.

• Establish a process to adequately provide for management succession.

• Establish boundaries between the Board and management responsibilities and establish limits of authority delegated to management.

• Satisfy itself, to the extent feasible, as to the integrity of the CEO and other senior officers and that the CEO and other senior officers create a culture of integrity throughout the Corporation.

• Review and consider for approval all material amendments or departures proposed by management from established strategy, capital and operating budgets or matters of policy.

3. Strategic Planning, Risk Management

The Board will:

• Maintain a strategic planning process and review and approve annually a corporate strategic plan and vision which takes into account, among other things, the opportunities and risks of the business on a long-term and short-term basis.

• Review and approve management’s strategic and operational plans to ensure they are consistent with the corporate vision.

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• Monitor the Corporation’s performance against both short-term and long-term strategic plans and annual performance objectives.

• Confirm that a management system is in place to identify the principal risks to the Corporation and its business and that appropriate procedures are in place to monitor and mitigate those risks.

• Confirm that management processes are in place to address and comply with applicable regulatory, corporate, securities and other compliance matters.

• Confirm that processes are in place to comply with the Corporation’s by-laws, Codes of Conduct, all recognition orders and exemption orders issued in respect of the Corporation by applicable securities regulatory authorities, and all other significant policies and procedures.

4. Financial Reporting and Management

The Board will:

• Approve the Corporation’s financial statements and review and oversee the Corporation’s compliance with applicable audit, accounting and financial reporting requirements.

• Approve annual operating and capital budgets.

• Confirm the integrity of the Corporation’s internal control and management information systems.

• Review operating and financial performance results relative to established strategy, budgets and objectives.

• Review and assess the adequacy of the Finance and Audit Committee Charter on an annual basis.

5. Shareholder Communication

The Board will:

• Confirm that management has established a system for effective corporate communications including processes for consistent, transparent, regular and timely public disclosure.

• Approve the adoption of a disclosure policy relating to, among other matters, the confidentiality of the Corporation’s business information.

• Report annually to shareholders on the Board’s stewardship for the previous year.

• Determine appropriate criteria against which to evaluate corporate performance against shareholder expectations and confirm that the Corporation has a system in place to receive feedback from shareholders.

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6. Corporate Governance

The Board will:

• Establish an appropriate system of corporate governance including practices to permit the Board to function independently of management and non-independent directors.

• Establish committees and approve their respective charters and the limits of authority delegated to each committee.

• Determine Board member qualifications.

• Establish appropriate processes for the regular evaluation of the effectiveness of the Board, its chair, all the committees of the Board and their respective chairs, and all the members of the Board and its committees.

• Review on an annual basis whether any two or more Board members sit on the board of another corporation (other than any of the Corporation’s subsidiaries) and whether the composition of the Board needs to be changed to eliminate these interlocks.

• Approve the nomination of directors.

• Review the adequacy and form of directors’ compensation to ensure it realistically reflects the responsibilities and risks involved in being a director.

• Arrange for non-management and independent directors to meet regularly, and in no case less frequently than quarterly, without management or non-independent directors present.

• Establish a minimum attendance expectation for Board members in respect of Board and committee meetings, keeping in mind the principle that the Board believes that all directors should attend all meetings of the Board and each committee on which he or she sits, and review in advance all the applicable materials for such meetings.

7. Codes of Conduct

The Board will:

• Adopt a Board Code of Conduct and an Employee Code of Conduct (collectively, the “Codes of Conduct”) and monitor compliance with those codes.

• Approve any waivers and ensure disclosure of any waivers of the Codes of Conduct in the Corporation’s annual report or management information circular.

8. The Chair of the Board

The Chair of the Board reports to the Board and shareholders and provides leadership to the Board in matters relating to the effective execution of all Board responsibilities and works with the CEO and SMT to ensure that the organization fulfills its responsibilities to stakeholders including shareholders, employees, customers, governments and the public. The Chair of the Board will be a director other than the CEO.

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The Chair of the Board will:

• Provide effective leadership so that the Board can function independently of management by ensuring that the Board meets regularly without management and non-independent directors, and that the Board may engage outside advisors as required subject to any approvals determined by the Board.

• Establish procedures to govern the Board’s work including:

o o	together with the corporate secretary, scheduling meetings of the Board and its committees; chairing all meetings of the Board;
o	encouraging full participation, stimulating debate, facilitating consensus and ensuring clarity regarding decision-making;
o	developing the agenda for Board meetings with input from other Board members and management;
o	together with the corporate secretary, ensuring proper and timely information is delivered to the Board;
o	ensuring that the Board has appropriate administrative support; and
o	addressing complaints, questions and concerns regarding Board matters.

• Ensure the Board fully exercises its responsibilities and duties and complies with applicable governance and other policies.

• Meet or communicate regularly with the CEO regarding corporate governance matters, corporate performance and feedback from Board members.

• Act as a liaison between the Board and management.

• Serve as advisor to the CEO and other officers.

• Together with the Board’s Governance Committee, establish appropriate committee structures, including the assignment of Board members and the appointment of committee chairs.

• Ensure that adequate orientation and ongoing training programs are in place for Board members.

• Together with the Board’s Governance Committee, establish performance criteria for the Board and for individual Board members and co-ordinate the evaluation of performance and reporting against these criteria.

• Work with the Board or appropriate Board committee to establish performance criteria for the CEO and to facilitate the evaluation of the CEO’s performance.

• Work with the Board’s Governance Committee to establish and manage a succession program for the CEO’s position.

• Oversee matters relating to shareholder relations and chair meetings of the shareholders.

• Work with the CEO to represent the Corporation to external stakeholders including shareholders, the investment community, governments and communities.

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The Chair of the Board’s performance will be measured against the following key metrics:

• The effectiveness with which the Board functions, including satisfaction of Board members regarding the functioning of the Board.

• The extent to which the Corporation carries out its responsibilities to shareholders, employees, customers, governments, and the public.

• The quality of communications between the Board and management, including satisfaction of members of management and Board members regarding this communication.

9. The Chief Executive Officer

The CEO is accountable to the Board for achieving corporate goals and objectives within specified limitations and in accordance with the CEO’s performance objectives determined annually by the Board.

The CEO will:

• Provide worldwide vision and leadership for the Corporation.

• Develop and recommend corporate strategies, and business and financial plans for the approval of the Board.

• Execute the corporate strategy to achieve profitable growth and maximize shareholder value for the Corporation’s shareholders.

• Manage the business operations in accordance with the strategic direction approved by the Board and within operational policies as determined by the Board, including, as applicable:

o Protecting the core business of the Corporation,

o Extending the Corporation’s pre-eminent position in the Canadian exchange space, and

o Examining selective opportunities to expand outside Canada.

• Challenge management to set and achieve viable annual and long-term strategic and financial goals.

• Monitor the performance of management against a set of initially agreed corporate objectives directed at maximizing shareholder value.

• Recommend appropriate rewards and incentives for management.

• Report information from management to the Board in a manner and time so that the Board may effectively monitor and evaluate corporate (operational and financial) performance against stated objectives and within executive limitations.

• Report to the Board on relevant trends, anticipated media and analyst coverage, material external or internal changes, and any changes in the assumptions upon which any Board decision or approval has previously been made.

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• Advise the Board if, in the CEO’s opinion, the Board is not in compliance with its own policies, or legal and/or regulatory requirements.

• Provide the Board with all information and access that the Board may require in order to make fully-informed decisions.

• Report in a timely manner any actual or anticipated non-compliance with any Board approved policy or decision.

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EX-4.1

EXHIBIT 4.1

Independent Auditors’ Consent

The Board of Directors
TSX Group Inc.

     We consent to the use of our audit report dated January 29, 2007 on the consolidated balance sheets of TSX Group Inc. as at December 31, 2006 and 2005, and the consolidated statements of income, changes in shareholders’equity and cash flows for the years then ended incorporated by reference in the Registration Statement on Form F-8 of TSX Group Inc. dated January 14, 2008 and to the reference to our firm under the heading “Interests of Experts” included therein.

/s/  KPMG LLP
Chartered Accountants, Licensed Public Accountants

Toronto, Canada
January 14, 2008

EX-4.2

EXHIBIT 4.2

Independent Auditors’ Consent

The Board of Directors
Bourse de Montréal Inc.

     We consent to the use of our audit report dated January 24, 2007, except as to note 25, which is as of March 23, 2007, on the consolidated balance sheets of Bourse de Montréal Inc. as at December 31, 2006 and 2005, and the consolidated statements of earnings, retained earnings and cash flows for each of the years in the three-year period ended December 31, 2006 incorporated by reference in the Registration Statement on Form F-8 of TSX Group Inc. dated January 14, 2008.

/s/  KPMG LLP
Chartered Accountants

Montréal, Canada
January 14, 2008