TMX Group Limited (TSX:X)
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Apr 30, 2026, 12:30 PM EST
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EGM 2024

May 3, 2024

Luc Bertrand
Chair of the Board, TMX Group Limited

Good afternoon, everybody. It's almost 2:00 P.M. We'd like to start right on time if it's at all possible. All right, thank you very much. Thank you all for coming. Good afternoon again, ladies and gentlemen. My name is Luc Bertrand. I am the Chair of the Board of Directors of the TMX Group. [Foreign language] As prescribed by our bylaws, I will preside Chair of this annual and special meeting of the TMX Group.

Joining me on the podium today are John McKenzie, the Chief Executive Officer; David Arnold, the Chief Financial Officer; and Cheryl Graden, the corporation's Chief Legal Enterprise Corporate Affairs Officer and Corporate Secretary. Also joining me are most of my fellow directors, members of senior management, and our auditor, KPMG. We are delighted to welcome some of you today in person, and we also welcome those of you joining us virtually by webcast. Thank you for your interest in the affairs of our corporation and your corporation, for that matter. I am also pleased to welcome many employees of the company, most of whom are shareholders of the TMX Group. I would like to begin by acknowledging that the land on which TMX Group operates in Toronto is a traditional territory of many nations, including the [Foreign language] of the Credit, [Foreign language] people.

All these people, of course, at one time or another were here. An organization with a national footprint and operation across the country like the TMX, we are indeed very grateful for the rich Indigenous history, traditions, and contributions that they have made to Canada. I now formally call the meeting to order, and with the consent of the meeting, I request that Cheryl Graden act as secretary of the meeting and to respond to any questions during the meeting regarding procedural matters. Good to go, Cheryl?

Cheryl Graden
Chief Legal and Corporate Affairs Officer and Corporate Secretary, TMX Group Limited

Thank you.

Luc Bertrand
Chair of the Board, TMX Group Limited

Thank you. You can't proceed without making sure counsel tells you to. Our goal is to ensure that shareholders joining us virtually are able to participate fully in the meeting. Shareholders and proxy holders who have logged into the TSX Trust Web Platform with their control numbers or their meeting access numbers may ask questions during the meeting by clicking on the Ask a Question button displayed on their screens and following the instructions to submit them in writing. Our Corporate Secretary, Cheryl Graden, will receive all the questions submitted. I encourage you to submit your questions as early as possible so that we may address them at the right moment during the meeting.

We would ask that anyone present in the meeting here today who wishes to speak do so through one of the microphones that are available so that the participants who are on the internet can hear you. We would ask that questions or comments, whether submitted online or in person, be related to matters currently before the meeting, and we will do our best to respond to all your questions, of course. If there are any questions pertinent to the meeting matters that are unanswered this afternoon due to some time constraint or other, management will post answers to a representative set of such questions online. Members of the media are permitted to attend this meeting. However, they may not participate in the meeting.

Following the meeting, members of the media may reach out to Shane Quinn, who is our Vice President, Corporate Communications and Brand Reputation, or to Catherine Key, who is our Senior Manager of Corporate Communications and Media Relations, for any questions that they may have for John McKenzie or David Arnold. Pursuant to a resolution of the board, I appoint TSX Trust Company by its representative, Stephen Newden, to act as scrutineer of the meeting. The scrutineer will report on the number of voting shares represented in person or by proxy at this meeting and will compute the votes on the ballots taken. Before proceeding further, I would like to say a few words about the shareholders who have signed and delivered proxies for the meeting.

Only registered shareholders who held shares on March 6, 2024, and those persons appointed as proxies for the shareholders are entitled to vote and participate at the meeting. Any shareholder or proxy holder who is present in person and has not yet registered his or her attendance with TSX Trust Company, please do so now. Representatives of TSX Trust Company, the corporation's registrar and transfer agent, are outside the room and have a list of shareholders as of March 6, 2024. Registered shareholders and duly appointed proxy holders who have logged into the TSX Trust Web Platform with their control numbers or their meeting access numbers and who have not voted and wish to vote during the meeting may vote live throughout the meeting until voting is closed. The matters to be dealt with at this meeting include, first, the reappointment of the corporation's auditor.

Secondly, the election of directors for the coming year. Finally, the approval on an advisory basis of our approach to executive compensation. All these matters have been set out in the notice of annual and special meeting and in the management information circular made available to all shareholders well in advance of the meeting today. Before we begin the formal part of our agenda, I would like to take a few moments to reflect on the past year for the TMX. TMX delivered positive results in 2023 and made meaningful progress in advancing the company's key initiatives. In a period of significant challenges for the financial industry, as well as business and economies around the world, TMX's success reflects a diverse and resilient business model and the efficacy of a long-term global strategy.

I want to thank our partners across our stakeholder community for partnering with the TMX to ensure that our markets remain the best in the world and able to perform their vital function in generating economic opportunity and growth. I also want to take a moment to acknowledge a special milestone for one of the TMX's core businesses and most prominent brands, and it's also a source of great pride for me personally. In 2024, we will be marking, or we are marking, the 150th anniversary of the Montreal Exchange. TMX is intertwined with the evolution of the financial industry in the city of Montreal and Canada's capital markets. A legacy of market leadership and innovation endures as TMX continues to evolve and diversify to better serve participants and investors around the world. [Foreign language]

[Foreign language] In a year marked by solid performance and key operational highlights, TMX achieved an important milestone in advancing our growth strategy in 2023 with the acquisition of Vetafi, which is a U.S.-based indexing digital distribution analytics and thought leadership company. In addition to TMX Vetafi, it brings a leading platform in a large and growing market to TMX's information business and a team of proven talent to our employee base. I want to welcome all of the TMX Vetafi people attending in person or online this afternoon for their first annual meeting as TMX employees. 2023 was also a year of important progress in our sustainability efforts.

I have a problem with that word, sustainability. That's a problem of being bilingual. TMX's approach to sustainability recognizes, in addition to our business objectives, our responsibilities as corporate citizens. In 2023, we refined our strategy in an effort to create closer alignment between the needs of our clients and stakeholders, our business, and the broader operating environment. Our detailed strategy is included in this year's sustainability report, as well as an update to our ED&I program as we work to foster a more equitable, diverse, and inclusive workplace. Our Indigenous reconciliation journey also continues. Notably, in November, TMX Group achieved phase two of the Canadian Council for Aboriginal Business Progressive Aboriginal Relations, or the acronym is PAR, certification program.

As we look to the future, our senior management team remains focused on ensuring our markets remain vibrant, adaptive, and resilient to the benefit of our broad group of stakeholders. While an eventful and impactful period for the company, 2023 also marked my first year as TMX chair. I would like to thank my fellow directors for their help in ensuring a smooth transition and for their ongoing consult and their dedication to the company. In particular, I wish to thank Kevin Sullivan and acknowledge also Kevin's work. He is retiring from the board this year. Kevin, thank you for your work, for your steadfast commitment to the TMX Group and our stakeholder community, and for your valuable contribution to the board over the years. I want to stand up, Kevin.

In closing, on behalf of the entire board, I want to recognize the efforts of our TMX's excellent senior management team led by John McKenzie and thank all of our employees for delivering on their commitment to serve our markets with excellence and integrity. I also want to thank our clients across this powerful, interconnected network of entrepreneurs and investors, participants, and industry professionals for their patronage and for their business. Finally, I wish to express my appreciation to you, TMX shareholders and stakeholders, for your ongoing confidence in the board. We are most enthusiastic about TMX's future, how the strategic steps we took during 2023 to accelerate the company's evolution, and the investments we made in our burgeoning global information business, which will position our markets for success in the long term. Thank you. Now, I will ask John McKenzie to say a few words.

John McKenzie
CEO

Thank you, Luc.

Hello and good afternoon, everyone. I really appreciate you all being here. To those of you here in the TMX Market Center today in Toronto, those people participating in the webcast today, thank you for your attendance and your interest in today's shareholder meeting. On behalf of all of us at TMX, I want to wish everyone here and out there a fantastic spring season, which I swear was a lot more beautiful this morning when we first put our notes together for the meeting today. [Foreign language]

Now, in my comments today, I want to take you through a few of the key performance highlights from last year and provide you with a high-level update on our latest reporting period, which we released Q1 earnings just last night. I will say, as we were talking before the meeting, that this is actually our 22nd AGM as a public company. I don't believe we've done one before where we hit an all-time record stock price on the day of the meeting. Congratulations to everyone on that today. It makes it an easier meeting for us to have. TMX's 2023 was marked by a number of significant accomplishments across our business and tremendous progress in advancing our long-term growth strategy and capped off, as Luc said, with a game-changing acquisition, which we closed on the first business day of 2024. Our positive results are no accident.

Our sustained growth during 2023 and through another solid quarter of 2024 reflects the power of a global enterprise that we have built over time: deep, diverse, and resilient business model. Candidly, it all starts with our people. We have a talented and dedicated team with an always-on commitment to seeking out strategic opportunities to move at the pace of the market. Accordingly, 2023 is already shrinking in the distance behind us, and our eyes are turned towards the road ahead. 2024 is off to a very promising start. Let me turn now to TMX's performance. We reported full-year revenue last year of CAD 1.19 billion, a 7% increase from 2022, driven by double-digit growth from the global solutions, insights, and analytics, or GSIA segment, which includes TMX TradePort and TMX Data Links, as well as higher revenues from derivatives trading and clearing, excluding BOX.

In the face of persistent challenges across much of our operating environment throughout 2023, we reported four consecutive quarters of year-over-year revenue growth. Increased revenues was partially offset by the impact of lower capital-raising activity in our listings businesses, as well as decreased revenue from equity and fixed-income trading as a result of lower trading volumes on Toronto Stock Exchange, TSX Venture Exchange, and Alpha. Now, moving to some of the highlights from our business areas. Revenue from GSIA increased 16% from 2022, driven by TMX TradePort and TMX Data Links. Simply put, 2023 was simply an outstanding year for GSIA, our fastest-growing segment, and has been a driving force on our overall success. TMX TradePort's revenue grew 23% compared to 2022, or 17% in GBP.

We continue to build on TMX TradePort's success in connecting energy traders to premier execution venues and clearinghouses across world power and natural gas markets. Our TMX TradePort growth strategy is focused on expanding the reach of that proven expertise and pursuing opportunities to support the growth and demand for quantitative and automated trading approaches in existing and new markets. Our growth momentum continued through the first quarter of 2024, with revenue increasing 21% compared to Q1 of last year, or 16% in GBP. Big wins in the quarter included existing clients expanding their usage and new clients signing on, including large European energy utilities, including 11 new trading firms.

Now, in TMX Data Links, revenue increased by 11% in 2023 as the team continued to build on its broad suite of multi-asset class data and analytic solutions and looked for ways to solve challenges and create competitive advantages for our clients. Further to our global benchmark and industry strategy, TMX played an important role in Canada's transition to a new commercial interest rate, participating in the creation and delivery of the new TermCORRA benchmark. This new transaction-based and risk-free benchmark gives industry participants complete transparency on both the data sources, CORRA futures traded on the Montreal Exchange, and the methodology used to arrive at its rates. In reporting on last night's results, TMX Data Links grew a further 4% year-over-year, largely due to higher revenue from benchmark and indices, including the new TermCORRA benchmark. Now, I mentioned earlier the game changer.

In January this year, we completed the acquisition of Vetafi, a U.S.-based indexing, digital distribution, analytics, and thought leadership company, and a leading platform in a large growing market. Now, TMX Vetafi, the business includes an index calculation engine that provides data on more than 300 global indices, a large number of international clients who stand to benefit from access to TMX content now, and advanced digital distribution capabilities to effectively amplify an ETF issuer's ability to reach a network of advisors. The addition of TMX Vetafi creates value for our clients, strengthening our ability to meet the needs of the indexing and ETF community all around the world. As we articulated back in December when we announced this deal, it fits squarely within TMX's strategic, financial, and transformational objectives, which David will talk more about in his discussion of our financial results.

Now, February marked TMX Vetafi's premier annual event, a three-day conference called Exchange. This year's edition was a major success, with close to 2,000 conference attendees from across the ETF and financial services industry. The feedback our team received was overwhelmingly positive. In addition, Exchange also provided immediate evidence as to how the addition of TMX Vetafi strengthens our connections to this important client base. The event served as a powerful networking opportunity for our various business development teams, including listings, trading, TMX Data Links. It has a whole-of-the-enterprise effect. Our experience working together from the time of TMX's initial investment in early 2023 really gave us a strong indication of the caliber of the talent and the opportunities in front of us in this newly formed team.

I hope you can hear it in the tone of my voice, the smile on my face, but we are extremely excited about the future and what this team has done as part of TMX so far. Now, as I turn towards our derivatives business and as we celebrate the 150th anniversary of the Montreal Exchange, derivatives trading and clearing revenue, excluding BOX, grew by 13% year-over-year. MX total volume grew 15% compared to 2022 in a complex macro environment with continued inflationary pressure and central bank activity. The overall MX performance highlights included higher volumes in interest rate products, ETF options, and equity options trading when compared to 2022. We have seen significant progress in recent MX product development initiatives, including exceptional growth in our three-month CRA contract.

The CRA contract surpassed VAX in volumes traded and open interest during the fourth quarter of 2023 and set a new record in the first quarter of 2024 with more than 93,000 contracts traded. It is now established as the product of reference for short-term rate management as the industry prepares for the transition from CDOR to the Canadian Overnight Repo Rate Average, or CORRA, planned for next month. In the first quarter of 2024, derivatives trading and clearing revenue, excluding BOX, did decrease by 3% year-over-year. This was really due to an unfavorable product mix with a 3% overall decrease in volumes traded. We remain encouraged, though, by the continued upward momentum in some of our key product areas. Overall liquidity remains strong.

Open interest, a key leading indicator for growth in the business, at March 31 was up 16%, higher than the same date last year. I'd like to talk a bit about capital formation. Capital formation has been an area that the marketplace has been very challenged over the last year or so. Although, 2023 revenue still was CAD 268.2 million and was a 3% increase from 2022. This really reflected higher revenue from TSX Trust. It was partially offset by the lower revenue from additional listing fees due to the decreased number of financing transactions and dollars raised on the Toronto Stock Exchange and a decrease in total financing dollars raised on TSX Venture Exchange. 2023 was an extremely challenging year for many of our listed clients and prospects here in Canada and around the world.

Those macroeconomic factors, including a high interest rate environment, the inflationary pressure, have had a negative impact on capital-raising conditions. Despite these conditions, 2023 featured some important success stories and competitive wins for our unique two-tiered ecosystem. We continue to build on its track record for facilitating growth. We had 12 companies graduate from TSX Venture to TSX during 2023, adding another CAD 4.3 billion in market capitalization to our senior market. We also welcome more than a dozen uplistings or graduations from other marketplaces to our market in 2023, adding another CAD 5.6 billion in market cap to the Toronto Stock Exchange. From the time the Toronto Stock Exchange invented the ETF prototype in 1990, we've worked closely with providers to bring unique investment opportunities to a broad retail audience in support of growth in the industry.

If you were here this morning, you would have seen Harvest ETFs open the market today with three new ETFs just recently listed on Toronto Stock Exchange. Today, we have close to 1,000 ETFs listed from 41 providers, including 114 new ETF listings in 2023, and representing more than CAD 433 billion in assets under management. This industry continues to expand. Net new fund flows in Canadian ETFs totaled CAD 38.4 billion in 2023. Really more impressive when you compare that to the outflows of CAD 57 billion from the Canadian mutual fund industry. Our TMX business model has proven resilient and resilient over time. It is largely a reflection of the intrinsic and enduring strength of Canadian markets. Canada has what it takes to be an economic powerhouse. We have rich natural resources, a highly educated workforce. We've got a healthy spirit of innovation, entrepreneurship, willingness to invest.

We need to always be creating the conditions for that sustained success. Defining the "we" is very important when we mean who is the "we." All capital market stakeholders, the financial services industry, market operators, participants, regulators, and policymakers together have a shared responsibility to all Canadians to make this country a great investment. TMX will continue to be a vocal and engaged advocate at all levels of government in this country for measures to unlock the flow of capital and create the environment that investors look for: regulatory certainty, clear globally competitive incentives for entrepreneurs, workers, and investors, and the opportunity to share in the success of great Canadian companies. We have seen some progress and evidence that our voice is beginning to be heard.

Just recently, if you look to the budget, we saw that policymakers started to understand the importance of our small-cap ecosystem with notice that they would look to expand R&D tax credits to small public companies. This is a really encouraging development and is a key recommendation that we have been working on for years with policymakers. It is a small step forward. However, at the same time, we share the concerns of many of Canada's business community and investment community around the announced increase to the capital gains tax inclusion rate, as this will add another disincentive to investing in Canada at a time where we all need to be laser-focused on attracting capital and competing for global investment flows.

We need to be collectively finding ways to incentivize risk-taking measures, which could include an expanding and proven effective mechanism, the flow-through share program, as we have suggested, rather than imposing stricter limits on rewards. Our simple ask is for the government to take a pause, to engage directly with representatives from the industry that are most affected, and to gain a better understanding of the impacts of a material tax hike and the unintended consequences, and work with us towards viable alternatives. The last piece I'd like to update you on is progress on a shareholder-led initiative that Luc spoke to a bit about in his notes. We undertook in 2021 to improve Indigenous relations and inclusion at TMX. As Luc mentioned, last year, we completed phase two of the Canadian Council for Aboriginal Business, or CCAB's, Progressive Aboriginal Relations Certificate Program.

Over the past three years, we have made important progress on our company's reconciliation journey and always stressing the need to prioritize action over words. We're here to make impact, not to make statements. In October, we were extremely proud to host the first-ever TSX Indigenous Investor Day here at this market center. For TMX, connecting entrepreneurs and growing businesses to potential investors is a fundamental core function. It's what we do every day. This event marked an especially important milestone as we were able to bring a range of decision-makers together to discuss strategies for growing indigenous-led businesses to the benefit of these businesses and investors, as well as the broader community and ultimately all Canadians.

In late 2023, we were able to demonstrate with our partners in Vetafi by building an index for PAR-certified companies like us, that companies that engage in Indigenous reconciliation actually outperform the broad market. Canada's markets have an outstanding track record for helping visionary entrepreneurs and early-stage businesses raise growth capital, enabling investors to participate in that growth. At TMX, we are committed to build on that track record, enabling more efficient access to underrepresented groups and emerging industries like this long into the future. In closing today, I do want to acknowledge the exemplary effort of our people. TMX has operated for 172 years at the center of the market here in Canada, at the heart of our nation's economy, and at the leading exchange in the exchange industry. It is a history that we wear very proudly.

As we continue to move to diversify and expand our footprint and reach new clients around the world, we continue to be driven by our purpose here: to make markets better, to empower bold ideas. My sincere thanks to all the employees for their commitment to the organization and to serving our global client base with excellence every day. It really is my privilege to get up here and come every day and to work with a team that is so passionate and talented for what we do. I'd like to extra echo one other remark from Luc. It's always fortunate for a CEO to be able to work with a board that is not only supportive and encouraging, but it builds trust, but it makes this job easier to do as well every day.

With that, Kevin, as you retire, I'll thank you not just for your participation, but for the personal mentoring, challenge, leadership along the way. My thanks to you, Kevin. Thank you very much, Luke. Thank you.

Luc Bertrand
Chair of the Board, TMX Group Limited

All right. Thank you, John. We now return to the business to be conducted at this meeting. All proxies will be voted as instructed by the shareholders. Only the proxy holders and registered shareholders present in person or attending this meeting virtually who have not voted or who have previously returned a proxy and now wish to change their instructions and vote differently need to complete a physical or online ballot as applicable. If you are attending this meeting in person, ballots for each matter were provided by the scrutineer to all registered shareholders and proxy holders when you registered.

If you did not receive ballots upon registration, please raise your hand, and the scrutineer will provide them to you now. We're good. To complete your ballots, if you are in favor of the motion, mark an X in the box opposite to the words "for." If you are against the motion or wish to withhold your vote on a motion, mark an X in the box opposite to the words "against" or "withhold," as the case may be. Please sign your name. If you are a proxy holder, indicate the name of the shareholder for whom you are a proxy and confirm the number of voting shares that you or your ballot represents. The ballots will be collected by the scrutineer following the last motion.

If you are attending this meeting virtually and have logged into TSX Trust web platform with a control number or a meeting access number, you may vote by clicking on the applicable voting option. Your vote will be automatically submitted to TSX Trust or our scrutineer after you click on your choice. Votes may be changed up to the time voting is closed. If you do not choose "for," "withhold," or "against" as applicable, and if you have not previously submitted a proxy, your vote will not be recorded, and you will be regarded as having abstained from voting. At this time, I ask TSX Trust officials to officially open the online polls. The result of the ballots will be tabulated by the scrutineer announced prior to the conclusion of the meeting. Unless requested, I will not repeat these voting instructions for each motion.

A simple majority of the votes cast, in person or by proxy, will constitute approval of all matters voted on at the meeting. To make the best use of time, we've asked two employees, shareholders of the corporation, Arnold' Factor and Nina Bay, to move and second all motions. I will call on them at the appropriate time. I understand a quorum is present, so I propose to commence the business of the meeting while the scrutineer prepares to report on attendance. The notice calling this meeting and the management information circular have been made available to all shareholders of the corporation entitled to vote, to the directors of the corporation, and to the corporation's auditor. The corporate secretary has filed with me proof of service of the notice of meeting, which is available for inspection.

The last annual meeting and special meeting of shareholders for the corporation was held on May 2nd, 2023. The minutes of that meeting are available for review by any shareholder. I will now request a motion that these minutes be taken as read. Cheryl, are there any online questions related to the motion that the minutes of the last annual meeting and special meeting of shareholders of the corporation be taken as read? No, we haven't received any questions. Thank you. We will now proceed with the vote. All those in favor, please signify by raising their hands. Any contrary? Cheryl, are there any objections online to the motion?

Cheryl Graden
Chief Legal and Corporate Affairs Officer and Corporate Secretary, TMX Group Limited

No. None.

Luc Bertrand
Chair of the Board, TMX Group Limited

Everybody agrees here. Great. I declare the motion carried. I will now call upon the secretary to present the scrutineer's report on attendance.

Cheryl Graden
Chief Legal and Corporate Affairs Officer and Corporate Secretary, TMX Group Limited

The scrutineer reports that there are 315 registered shareholders or proxy holders present and holding or representing 238,744,410 shares, or 86.18% of the issued and outstanding shares on March 6th, 2024, the record date for the meeting. According to the bylaws of the corporation, the quorum is present. The written report will be delivered to you at the end of the meeting.

Luc Bertrand
Chair of the Board, TMX Group Limited

Thank you. Based on the scrutineer's report, I declare a quorum to be present. I therefore declare the meeting to be regularly constituted for the transaction of business. The next item of business is to consider the audited consolidated financial statements of the corporation for the year ended December 31st, 2023, and accompanying notes together with the auditor's report and the management statement all contained in the corporation's annual report mailed to those shareholders who requested a copy prior to this meeting.

The board of directors has approved the audited consolidated financial statements, and I now place them before the meeting for consideration. David Arnold, the corporation's Chief Financial Officer, will present the highlights of the financial statements later in this meeting. Are there any questions related to the annual financial statements? No questions. No questions online either, and no questions here.

David Arnold
CFO, TMX Group Limited

Great. The first item of business is the appointment of the auditor for the current year. I will ask for a motion appointing KPMG LLP as the auditor of the corporation at the remuneration to be fixed by the board of directors until the next annual meeting of shareholders and for a seconder of this motion. I move to appoint KPMG LLP as auditor of the corporation until the next annual meeting of shareholders and authorize the board of directors to fix the remuneration of KPMG LLP.

Luc Bertrand
Chair of the Board, TMX Group Limited

Thank you, Arnold.

Nina Bai
Senior Manager, TMX Group Limited

I second the motion.

Luc Bertrand
Chair of the Board, TMX Group Limited

Thank you. Thank you, Nina. You have heard the motion. Is there any discussion? Cheryl?

Cheryl Graden
Chief Legal and Corporate Affairs Officer and Corporate Secretary, TMX Group Limited

No questions.

Luc Bertrand
Chair of the Board, TMX Group Limited

No questions online either. Please mark your ballots on the motion to appoint KPMG LLP. The physical ballot on the appointment of KPMG is the purple ballot. We need more time? We're good. We're okay. We're okay? Okay. Thanks. We will now proceed with the election of directors. The number of directors to be elected has been set at 11 by the board. All 11 of the recommended nominees have been approved by the board of directors and have consented to stand for election to the board. Additional information about the recommended nominees is contained in the management information circular.

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. I would ask each nominee who is present to stand when his or her name is announced. I now declare the meeting open for nominations.

Cheryl Graden
Chief Legal and Corporate Affairs Officer and Corporate Secretary, TMX Group Limited

I have the pleasure of nominating the following 11 individuals as directors of the corporation to hold office until the next annual meeting of shareholders or until their successors are duly elected or appointed. The individuals are Luc Bertrand, Pierre Garneau, Martine Irman, Mo Khan, William Linton, Audrey Mascarenhas, John McKenzie, Monique Mercier, Claude Tessier, Eric Wetlaufer, Ava Yaskiel.

Nina Bai
Senior Manager, TMX Group Limited

I second the motion.

Luc Bertrand
Chair of the Board, TMX Group Limited

Thank you. Does any shareholder or proxy holder wish to make a further nomination? Cheryl, anybody online?

Cheryl Graden
Chief Legal and Corporate Affairs Officer and Corporate Secretary, TMX Group Limited

No? No. We're good.

Luc Bertrand
Chair of the Board, TMX Group Limited

Since there are no further nominations, I declare the nominations closed. Eleven persons have been nominated as director and are eleven directors to be elected. Please mark your ballots on the election of the directors in the manner indicated at the beginning of the meeting. The physical ballot on the election of the directors is the white ballot. I presume we're good to keep moving?

John McKenzie
CEO

Yep. Great. Thank you. If there's no shareholder who requires more time to complete her ballot, we will continue with the next item of business, which is the approval on an advisory basis of our approach to executive compensation. I will now ask for a motion approving on an advisory basis our approach to executive compensation as disclosed in the management information circular. Have you heard the motion? Sorry. My apologies.

Cheryl Graden
Chief Legal and Corporate Affairs Officer and Corporate Secretary, TMX Group Limited

I move to approve on an advisory basis and not to diminish the role and responsibilities of the directors that the shareholders accept the approach to executive compensation disclosed in the management information circular.

Nina Bai
Senior Manager, TMX Group Limited

I second that motion.

Luc Bertrand
Chair of the Board, TMX Group Limited

Thank you. You have heard the motion. Is there any discussion? Again, Cheryl, online? Anybody? No questions online either. Please mark your ballots on the motion to accept the directors' approach to executive compensation. The physical ballot on the motion to accept the directors' approach to executive compensation is the blue ballot. I presume shareholders have had enough time to complete their ballots. We can continue moving. We will now proceed with the vote. If you are attending the meeting online and have not yet voted on any of the other items on the business agenda, please do so now. The online polls will be closing shortly. Yep.

The scrutineers will now collect all the ballots. The results of these ballots will be provided later in the meeting once the scrutineer has tabulated the results. I will now ask David Arnold, the corporation's Chief Financial Officer, to present the highlights in the financial statements.

David Arnold
CFO, TMX Group Limited

Ms. Sibakoo Luke, and good afternoon, everyone. We'll begin with an overview of our 2023 financial results, which once again reflected the strength of our diversified business model and our commitment to invest in the long term. In 2023, diluted earnings per share was $1.28, a decrease of 34% compared to $1.94 in the prior year. You'll recall in 2022, we recorded a gain due to the revaluation of our interest in Box Options Market LLC. When we increased our voting interest to 51.4%, thereby crossing the threshold for voting control, with a commensurate economic interest of 47.9% on January 3rd, 2022.

This accounts for almost the entire year-over-year decrease. After adjusting for the items noted in our annual report, our adjusted diluted earnings per share for 2023 was $1.46, up $0.03 or 2% when compared to $1.43 in 2022. Our 2023 income from operations was CAD 540 million, up 3% from CAD 522.8 million in the prior year, driven by a 7% increase in our revenue. Our revenue in 2023 of CAD 1.2 billion was a new high watermark for our company, driven by double-digit growth from our global solutions, insights and analytics segment, or GSIA for short, and derivatives trading and clearing excluding BOX Options Market LLC. Our revenue increase also benefited from the inclusion of two of our acquisitions, namely Wall Street Horizon and Sigma Logic, in the amount of CAD 7.5 million. Organic revenue, excluding Wall Street Horizon and Sigma Logic, grew 6% in 2023 compared with the prior year.

Turning to TMX's operating expenses, there was a 10% increase year-over-year reflecting the following: $13.4 million of costs related to our strategic investments in Vetafi, Wall Street Horizon, and Sigma Logic; $10.1 million representing higher BOX Options Market LLC regulatory and related expenses for services provided by Box Exchange LLC. There were strategic realignment costs of $5.7 million to create capacity for further investment in growth. Somewhat offsetting these increases were expenses related to AST Canada integration and our minority investment in Ventrix in 2022, totaling $13.7 million, which did not reoccur in 2023. Excluding the items I just mentioned, comparable total operating expenses increased 8% in 2023 compared with the prior year, half of which was due to inflation and foreign exchange due to the weakening of the Canadian dollar.

The other half of the increase was primarily due to investments in our human capital, primarily the addition of new and expanded roles, along with the higher performance-based compensation relative to 2022 on the heels of an improved performance scorecard when compared to 2022. Turning now to our capital allocation priorities, our first and foremost objective is to maintain sufficient capital to sustain our operations and to meet regulatory and related requirements. At the end of 2023, we held approximately CAD 420 million in cash and cash equivalents, as well as marketable securities, which was CAD 245 million in excess of the CAD 175 million we target to retain for regulatory and related requirements. Our second priority is to invest in our businesses to accelerate our long-term global growth strategy, as evidenced by the CAD 65.2 million spent in 2023 on premises, equipment, and related assets.

Third is returning value to our shareholders by declaring and paying dividends. In 2023, we returned almost CAD 197 million to shareholders, which translates to CAD 0.71 per common share. Our fourth priority is to offset the earnings per share dilution of stock options that may be exercised during the year. More importantly, though, to return additional capital to our shareholders. We do this by repurchasing shares for cancellation under a share buyback program. In 2023, we repurchased 2.8 million shares for approximately CAD 80 million, which brings our return to shareholders, including dividends, to a total of CAD 277 million for the year. Our fifth priority is to manage the trade-off between investing in acquisitions to accelerate our growth strategy and/or debt repayment in order to manage our total leverage ratio.

During 2023, we invested about CAD 245 million in acquiring a combination of both majority and minority stakes in businesses that will help accelerate our strategy. In addition, during 2023, we made progress to delever our company. As of December 31, our debt-to-adjusted EBITDA ratio was 1.7 times, which was well within our long-term target leverage ratio of 1.5-2.5 times on a gross basis. Of note, our leverage net of excess cash was 1.3 times, and we do not provide a target range on a net basis at this time. As a reminder, our target gross leverage ratio of 1.5-2.5 times is through normal course operations and business cycles.

As stated on prior occasions, we are comfortable operating outside of the range for a period of time, particularly on the heels of acquisitions, as we have continued to demonstrate a disciplined approach to return within the target range in the past. Recall, we did so after the Maple transaction, and we did it yet again when we acquired TMX TradePort. We plan to do it yet again following the TMX Vetafi transaction we closed on January 2nd of this year. I will speak to that shortly. Our final objective is to ensure an appropriate and strong credit rating, and specifically in our case, to maintain our AA credit rating under normal course operations, which is driven in part by the successful execution of our priorities I mentioned a few moments ago.

Now, as I just mentioned, earlier this year, we completed our transaction to acquire TMX Vetafi. Total consideration paid to complete this transaction was $879.3 million U.S. dollars, and the transaction was primarily funded with debt. Now, following this transaction, our leverage ratio increased to 3.6 times. As I mentioned, when we announced the transaction in early December of 2023, sorry, in early December of 2023, we have a robust deleveraging plan to return to our target range within two years. We remain confident in our ability to do so based on a proven track record to generate sufficient cash flow. As of March 31st, we held close to CAD 468 million in cash and marketable securities, which was CAD 293 million in excess of the cash we target to hold for regulatory purposes. Now, net of excess cash, our leverage ratio was 3.2 times.

Last night, our board approved a quarterly dividend of CAD 0.19 per common share payable on May 31 to shareholders of record as of May 17. We did not repurchase shares in the first quarter of 2024 and did not renew our share buyback program, as our focus is to execute on our deleveraging plan in the short term. As anticipated, our credit rating remains AA low, but now with a negative trend as we focus on executing on our deleveraging plan. Moving to our long-term financial and transformative or transformational objectives, we measure growth in terms of compound annual growth rate or CAGR for short. We continue to target double-digit growth in our adjusted earnings per share over the long term, which will be driven by strong growth, which we define as 5% plus for total revenue. This is supported by our diversified business mix.

Our high-growth businesses consist of TSX Trust, derivatives trading and clearing, TMX TradePort, and new for this year, TMX Vetafi. Recall, we define high growth as high single to double-digit revenue growth. Capital formation, excluding TSX Trust and TMX Data Links, are classified as our strong growth businesses, which we define as 5% plus in revenue growth. Finally, our equity and fixed income trading and clearing businesses, which should grow in line with the overall market and hence are classified within our market growth classification. Now, over the long term, we continue to maintain our target dividend payout ratio of 40%-50% and our adjusted debt-to-EBITDA ratio range of 1.5-2.5 times, which once again is calculated on a gross basis.

Luc Bertrand
Chair of the Board, TMX Group Limited

Our long-term financial objectives, underpinned by our strategy, support our continued desire to increase our global footprint and recurring revenue as we accelerate our growth as an information business. As a reminder, our long-term transformational objectives, as depicted on this slide, are to grow our revenue such that greater than two-thirds is recurring revenue, greater than half is from outside of Canada, and more than half is from our global solutions, insights, and analytics segment. Turning now to slide six, we made meaningful progress on our transformational objectives in 2023. Recurring revenue as a percentage of total revenue was 53%, up 4%, and for the first time, we crossed over the 50% threshold as we march on towards our two-thirds goal. Our revenue outside of Canada was 41%, up 1% from a year ago.

Global solutions, insights, and analytics revenue as a percentage of total revenue was up 3%- 35%. Turning now to the first quarter of 2024, we continue to make headway on all three objectives in the first quarter of 2024. Recurring revenue as a percentage of total revenue increased by 2%- 55% this quarter, primarily driven by the addition of TMX Vetafi. Our revenue outside of Canada was 50% in the first quarter, a 9% increase from 2023, 6% of which is from the inclusion of TMX Vetafi, and 3% is from organic growth. We have, for the first time, met the low end of our transformational objective for global revenue.

Global solutions, insights, and analytics revenue as a percentage of total revenue was up 9% from 2023 to 44%, which is a 7% increase on the heels of the addition of TMX Vetafi, and 2% is from organic growth. Thank you, and I'll now turn it back to you, Luke.

Thank you, David. I have received the report on the ballots from the scrutineer. Sorry. I will now ask the scrutineer. Yes. I will ask Cheryl to read the scrutineer's report. My apologies, I got mixed up in my notes.

Cheryl Graden
Chief Legal and Corporate Affairs Officer and Corporate Secretary, TMX Group Limited

The scrutineer reports that the shareholders present in person, virtually, or represented by proxy have voted as follows. On the appointment of KPMG, for is 99.47%, withheld is 0.53%. On the election of directors, the average vote total for the 11 nominees set out in the circular, for is 99.24%, withheld is 0.76%. In the interest of time, I won't read the results for each of the directors. I do, however, confirm that no director received a greater number of withheld votes than votes in favor of that director. On the acceptance of the approach to executive compensation as set out in the circular, for is 94.41%, against is 5.59%.

Luc Bertrand
Chair of the Board, TMX Group Limited

All right. Thank you, Cheryl. As Chair, I adopt the report of the scrutineer. Based on these results, I declare that KPMG has been appointed as auditor of the corporation at a remuneration to be established by the board of directors. I also declare that the following individuals have been elected to the board: Yaskiel, Mercier, Mascarenhas, Irman, Wetlaufer, Tessier, McKenzie, Linton, Khan, Derian, Garneau, and Bertrand. These individuals have been duly elected to hold office until the next annual meeting of shareholders or until the director's resignation, becomes ineligible or unable to serve, or until his or her successor is elected or appointed. Finally, I also declare that on an advisory basis, the shareholders have accepted our approach to executive compensation. This concludes the business of the meeting. I would like to call for a motion for the termination of the meeting.

Cheryl Graden
Chief Legal and Corporate Affairs Officer and Corporate Secretary, TMX Group Limited

I move to terminate the meeting.

Nina Bai
Senior Manager, TMX Group Limited

I second that motion.

Luc Bertrand
Chair of the Board, TMX Group Limited

Thank you, Arnold. Thank you, Nina. I declare the formal part of this meeting is now terminated. If there are any questions from shareholders or proxy holders who are present at the meeting, please approach one of the microphones set out in the aisle, wait for the microphone to be turned on, and then start by identifying yourself. To ensure that all shareholders or proxy holders have an opportunity to participate, please limit your questions or comments to approximately three minutes. Sir.

Hi, I'm Paul Derian from Burlington. I'd like you to break down by percentages how much of your business is all Canadian. Now, some of it is U.K. and some of it is other countries. Let's divide things down: Canada and the rest.

Last, David, to address that.

David Arnold
CFO, TMX Group Limited

Sure. Is this my call? Okay, perfect. The primary locations of the business in Canada are Toronto, Montreal, Vancouver, and Calgary.

That's what percent of that is of the total?

Would you want it by personnel, headcount, revenue? What would be the appropriate measure?

Well, sales.

Okay. As I covered, right now, as of the end of the first quarter, 50% of our revenue is from Canada and 50% is outside of Canada.

Yeah. Okay. What countries are we talking about? U.K. and U.S.?

U.K. and U.S. account for the vast majority of that. We obviously have some clients based in Europe that we would bill out of, and we have an office in Vienna and Singapore.

Okay.

As well as Bremen and Germany.

All right. Thank you very much.

Luc Bertrand
Chair of the Board, TMX Group Limited

You're welcome. Thank you. Any other questions from proxy holders or anyone attending the meeting virtually? Cheryl, no questions from?

Cheryl Graden
Chief Legal and Corporate Affairs Officer and Corporate Secretary, TMX Group Limited

No, I'm hearing no questions.

Luc Bertrand
Chair of the Board, TMX Group Limited

No? No questions? All right. If there are no other questions, and this afternoon, due to time constraint, management will post answers if anybody has a question or a further question, then you can ask it online. I will now ask to conclude the formal portion of today's meeting. Thank you very much for your.

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