Mr. Peter Conroy reports

TMX GROUP LIMITED ANNOUNCES AGREEMENT TO ACQUIRE RAFI INDICES FROM RESEARCH AFFILIATES

TMX Group Ltd. has signed an agreement to acquire RAFI Indices LLC from Research Affiliates Global Holdings LLC, a global index provider and investment adviser, for $490-million (U.S.) ($683-million (1)) in total consideration. The acquisition will significantly expand equity portfolio coverage of TMX VettaFi, a differentiated index provider with modern distribution solutions and TMX Group subsidiary.

Transaction highlights:

• RAFI Indices' pro forma run rate revenue was approximately $49-million (U.S.) ($68-million (1)) at March 31, 2026, and adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) were approximately $38-million (U.S.) ($53-million (1)) (2);
• Implied total valuation of $393-million (U.S.) ($547-million (1)) net of expected tax benefit with a net present value of approximately $97-million (U.S.) ($135-million (1)), primarily representing amortizable acquired goodwill and intangibles;
• The transaction will more than triple TMX VettaFi assets under indexing (AUI) from approximately $81-billion (U.S.) to $263-billion (U.S.) (3);
• Expected to be accretive to adjusted earnings per share (4) within the first 12 months of closing, excluding synergies. Revenue growth is expected to be in line with TMX VettaFi's high growth (high-single-to-double-digit growth) over the long term;
• Will accelerate TMX's key transformational measures, increasing recurring revenue, revenue outside Canada and revenue from Global Insights;
• Transaction is expected to be financed with debt and pro forma leverage ratio, including the previously announced and pending Cboe Australia and Cboe Canada transaction, is expected to be approximately 2.7 times five after closing, with plans to return to target leverage range one-year postclose.

"RAFI Indices brings a legacy of deep research and pioneering methodologies that align with TMX VettaFi's commitment to providing innovative and data-driven investment solutions," said Peter Conroy, chief executive officer, Global Insights, TMX Group. "By combining RAFI Indices' world-class intellectual property with our modern "index factory" technology and distribution platform, we are expanding the tool kit available to our partners to include some of the most respected fundamental strategies in the industry."

RAFI Indices is an index company founded by Research Affiliates. It specializes in constructing, publishing and licensing indices that reflect a deep, academically rigorous understanding of the fundamental factors driving capital market returns. The company is renowned for its innovative approach, offering over 90 indices that cater to a diverse range of investment needs worldwide.

"Today, we begin an exciting new chapter in the RAFI story. Our simple idea of creating an index strategy that selects and weights using fundamental measures of size, rather than price or market value, advanced the state of the art for equity investing," said Rob Arnott, founding partner and board chair of Research Affiliates. "With TMX VettaFi's resources and our shared vision, they will be properly equipped to take RAFI, and our newer strategies in cap-weighted core and growth investing, to new levels of global success."

Completion of this transaction is anticipated to close by the end of Q3 (third quarter) 2026, subject to regulatory approval and customary closing conditions.

TD Securities served as financial adviser and WilmerHale LLP acted as legal counsel to TMX Group. Ardea Partners LP served as financial adviser, and Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal adviser to Research Affiliates. National Bank of Canada and Toronto-Dominion Bank are providing new committed credit facilities to TMX Group.

(1) Based on U.S.-dollar/Canadian-dollar exchange rate of 1.3930 at June 10, 2026. Actual amounts in Canadian dollars subject to change.

(2) Pro forma run rate revenue and pro forma run rate adjusted EBITDA are compilations of financial information provided by Research Affiliates management as of March 31, 2026. The financial information is unaudited and may not be prepared in accordance with IFRS (international financial reporting standards) for public companies.

(3) TMX VettaFi AUI as of March 31, 2026. RAFI Indices AUI is based on information provided by Research Affiliates management as of March 31, 2026.

(4) Adjusted EPS (earnings per share) excludes the impact of acquisition, integration and related items, strategic realignment expenses, litigation, dispute and related items, and (gain)/loss on fair value revaluation or sale of subsidiary/investment/other.

(5) Pro forma debt/adjusted EBITDA based on pro forma debt as of March 31, 2026, assuming Cboe Australia, Cboe Canada and RAFI Indices are 100 per cent financed by debt and close simultaneously, divided by pro forma adjusted EBITDA for TMX stand-alone March, 2026, LTM (last 12 months), plus 2025 adjusted EBITDA for Cboe Australia, Cboe Canada and pro forma run rate adjusted EBITDA as at March 31, 2026, for RAFI Indices. Debt is defined as term loans, commercial paper plus debentures. Adjusted EBITDA is a non-GAAP (generally accepted accounting principles) measure, and debt/adjusted EBITDA is a non-GAAP ratio and does not have standardized meaning prescribed by GAAP, and therefore these measures are unlikely to be comparable with similar measures presented by other companies.

Teleconference/audio webcast

TMX Group will host a teleconference/audio webcast to discuss the transaction.

Time:  8 a.m. ET to 9 a.m. ET on Friday, June 12, 2026

Participants may access the conference call via a webcast link.

The audio webcast of the conference call and investor presentation will also be available on TMX Group's website under investor relations.

Alternatively, participants may join the live call by dialling 1-833-752-4317 or 1-647-846-2266.

An audio replay of the conference call will be available at 1-855-669-9658 or 1-412-317-0088, access code 6148097.

About TMX Group Ltd.

TMX Group operates global markets, and builds digital communities and analytic solutions that facilitate the financing, growth and success of businesses, traders and investors. TMX Group's key operations include Toronto Stock Exchange, TSX Venture Exchange, TSX Alpha Exchange, The Canadian Depository for Securities, Montreal Exchange, Canadian Derivatives Clearing Corp., TSX Trust, TMX Trayport, TMX Datalinx, TMX VettaFi and TMX Newsfile, which provide listing markets, trading markets, clearing facilities, depository services, technology solutions, data products and other services to the global financial community. TMX Group is headquartered in Toronto and operates offices across North America (Montreal, Calgary, Vancouver and New York), as well as in key international markets, including London, Singapore and Vienna.

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