Right. Good afternoon, ladies and gentlemen. My name is Luc Bertrand. I am the Chair of the Board of Directors of TMX Group. As prescribed by our bylaws, I will preside as chair of this annual and special meeting, I should say, of the TMX Group shareholders. Joining me on the podium are John McKenzie, the Chief Executive Officer, David Arnold, Chief Financial Officer, and Cheryl Graden, the corporation's Chief Legal & Enterprise Corporate Affairs Officer and Corporate Secretary. Also joining me are my fellow directors, members of senior management, and our auditors from KPMG. We are delighted to welcome some of you today in person. We also welcome those who are joining us virtually by webcast, and thank you for your interest in the affairs of the corporation.
I am also pleased to welcome many employees of the company, most of whom are shareholders of the corporation. I would like to begin by acknowledging that the land on which TMX Group operates in Toronto is the traditional territory of many nations, including the Mississaugas of the Credit, the Anishinaabe of Chippewa, the Haudenosaunee, and the Wendat peoples. As an organization with a national footprint in operations across the country, we are grateful for the rich indigenous history, traditions, and contributions to Canada. I formally call the meeting to order, and with the consent of the meeting request, Cheryl Graden will act as secretary of the meeting and to respond to any questions during the meeting regarding the procedural matters. Our goal is to ensure that shareholders joining us virtually are able to participate fully.
Shareholders and proxy holders who have logged in to the TSX Trust platform with their control numbers or their meeting access numbers may ask questions during the meeting by clicking on 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 questions submitted, and 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 person at the meeting who wishes to speak do so through one of the microphones that are available so that participating through 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. If there are questions pertinent to the meeting matters that are unanswered this afternoon due to time constraints, management will post answers to representatives 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, Vice President, Corporate Communications and Brand Reputation, or Catherine Kee, Head of Media Relations, with 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 representatives, Rebecca Prentice and Steven Nugent, to act as scrutineers of the meeting. The scrutineers 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 10th, 2026, and those persons appointed as proxies for shareholders are entitled to vote and participate at the meeting. If any shareholder or proxy holder who is present in person has not yet registered their attendance with TSX Trust, please do so now.
Representatives of TSX Trust Company, the corporation's registrar and transfer agents are outside the room here. The matters to be dealt with at this meeting will include the reappointment of the corporation's auditors, the election of directors for the coming year, the approval on an advisory basis of our approach to executive compensation, and the approval of our Omnibus Equity Incentive Plan resolution. All these matters have been sent out in the notice of annual and special meeting, and the Management Information Circular is made available to all shareholders and was done so in advance of this meeting. Before we proceed with the formal part of the meeting, I'd like to take a couple of minutes to reflect on a very eventful year for the TMX Group. The company delivered exceptional financial results in 2025.
TMX's adaptive business model continued to perform in the often volatile and unpredictable markets, providing world-class services to our clients across the capital markets ecosystem. The company also made considerable progress in executing a disciplined long-term global strategy. The TMX continues to evolve, diversify, and to innovate to meet the needs of modern capital markets. I want to thank our clients and our broader stakeholder community for their essential partnership, for helping to ensure our market continues to perform their important functions in generating economic growth and opportunities. In a year marked by outstanding performance and strategic progress, the company also advances sustainability efforts, including the completion of a materiality assessment and to transition from net neutral to emission reduction activities. TMX continued on its reconciliation journey as well during 2025, publishing its first Reconciliation Action Plan in establishing Indigenous procurement guidelines.
Looking forward, the global financial industry is rapidly evolving faster than at any other time in history. Whether it's the impact of AI adoption, tokenization, 24-hour trading, or predictive markets, technology is defining a new exchange landscape and setting a new pace of change. Change is not new. Like the world around us, the finance industry has evolved, reshaping and transforming many times over as new technologies have emerged over time. I have been fortunate in my career to participate in the evolution of Canada's capital markets, and TMX has long stood at the forefront of industry progress. From the first fully electronic derivatives and equities exchanges in North America, to the birthplace of exchange traded funds. We are actively pursuing multiple client-driven solutions to build on this proud history of innovation while preserving the core principles of market integrity, fairness, and transparency.
Last month, TMX announced another exciting step forward with the announcement transaction to expand into Australia and strengthen our domestic market to create a more comprehensive Canadian champion. A clear signal that TMX is committed to Canada, to acting with purpose to make markets better and to build our strategic presence in key international jurisdictions. TMX also made an important progress in 2025 in its advocacy work. In the early year, the company outlined specific steps the Canadian government can take in terms of workable solutions to ensure that our country is seen throughout the world as a great place to invest and to do business. The TMX board is very supportive of John and his team in this ongoing effort.
The TMX is well established as a leading public voice on behalf of the vital capital markets community we serve, and we are encouraged by the success of this program. I'd like to take the opportunity now to thank my fellow board members for their service to the board, for their valuable insights, and their commitment to governance and oversight. I want to recognize the contribution, specifically of Martine Irman, who will be retiring from our board of directors. Martine has been on the board for the last 12 years, and she has truly served in an extraordinary manner and provided a lot of insights, especially your expertise in the capital markets world was very helpful for us.
I've had the distinct pleasure of serving alongside Martine Irman during this time, and the board and the company greatly benefited from her experience and insights. In closing, on behalf of the entire board, I want to acknowledge the efforts of the excellent senior management team led by John McKenzie. I want to also extend our gratitude to the fantastic team of employees across TMX for their commitment to serving markets with the highest standards of excellence and integrity. To our growing global network of clients and entrepreneurs and investors and participants and industry professionals from around the world, thank you for your business. Finally, I want to express my appreciation to our shareholders for your ongoing confidence in the board. Now, I will ask John to make a few remarks.
Thank you, Luc, and good afternoon everyone here at the TMX Market Center and those that are joining us virtually. Thank you for attending the meeting today and for your interest in the company. [Foreign language]
Good afternoon everyone here in the TMX Market Center and those of you joining us virtually. Thank you for attending the meeting and for your interest in our company.
Given that yesterday was the only nice day of the year so far, I hope you're enjoying spring so far. This was a unique opportunity for me to reflect today, because the first time I went to an annual general meeting for TMX or what was at the time Toronto Stock Exchange, it was a very different organization. We were across the street, and if you were a member of the exchange, you were given a red rose to indicate you had the right to vote that day. I looked there from the starting point to where we have come from then and really started thinking about the remarks today, reflecting not on just that history, but on our achievements of 2025 and quite the interesting world we live in right now.
The theme that really stood out for me on reflection was just how vibrant and resilient Canada's capital market industry is and what a privilege and responsibility it is for all of us to serve our clients and stakeholders across this vital ecosystem every day. While my day-to-day focus is very much on what's next for TMX, I have a special appreciation for yesterday, or in this case, last year's news and a very unique perspective. In my 26 years in this great company, I've been very fortunate to see the most ambitious successes evolve from the primary stages of planning to execution to success.
I remember not long ago when our Post Trade Modernization program was just a concept or a bold idea, when T+1 settlement seemed like a pipe dream, or even when T+2 settlement seemed like a pipe dream, or even when T+3 was a pipe dream. Looking back through that lens gives me an even greater appreciation for the value of sticking to a clear-eyed vision and purpose, and it strengthens the conviction that we all have in our long-term strategy. What I'm going to do today is spend a few minutes really looking at the performance highlights of 2025 and then provide an update on some of the exciting initiatives that we've got underway for the future. By all means, TMX delivered excellent results in 2025.
In fact, we delivered excellent results in each quarter of 2025, with strong growth in overall revenue for the year, including 15% higher organic growth when compared to 2024, as well as record adjusted earnings per share and operating income. The success of 2025 reflects an adaptive high-performance business model and the benefits of adhering to a consistent growth strategy. The volatility, while fueled by macroeconomic forces, drove higher market activity as we work closely with our industry partners to provide essential services and solutions to help them navigate what has been an unpredictable near-term challenge. We continue to build TMX ever stronger for the future, more innovative, more global, and more essential to better serve our growing client base around the world.
Now, total revenue actually increased 18% year-over-year, when you consider the acquisitions we made and reflecting strong performance across the enterprise, including double-digit revenue growth in derivatives, trading and clearing, equity trading, TMX Trayport, and TMX VettaFi. We are very encouraged by the renewed strength in our capital formation business, particularly in financing activity in the second half of the year as TSX and TSX Venture-listed companies increasingly turned to Canada's proven market ecosystem to fund their growth. Organic revenue, as I mentioned, excluding these acquisitions, increased 15% and adjusted diluted earnings per share increased 25% when compared to last year. I'm gonna take a few minutes now to share some of the business highlights from across the enterprise, and later on, David's gonna provide a more comprehensive overview of the financial results when he follows.
Now, given that we are meeting here in this fantastic market center and it's home of our market open ceremonies, I'm gonna start with the highlights closer to home. A tremendous year in 2025 for our core domestic markets. Derivatives trading and clearing revenue, excluding BOX, increased 31% compared to 2024, driven by significant year-over-year growth in activity and the success of new product initiatives. The Montréal Exchange's 2025 highlights include 80% growth in ETF options, double-digit growth in volumes across our expanded bond future offering, and record-breaking performances in our fixed income suite, specifically the 3-month CORRA Futures, CRA. The CRA broke all-time BAX daily volume records and open interest levels late last year. That sustained volatility drove higher equity higher values in the equity markets as well.
Overall revenue from equities and fixed income trading and clearing increased 12% year-over-year due to higher volumes and higher yields on premium products. Volume traded on TSX Venture, and Alpha combined to increase 27% over 2024, including a 45% gain in volume traded on the TSX Venture exchange. Now, the success of 2025 extend from our domestic venues with centuries of market tenure to fresh-faced upstarts breaking into new markets. AlphaX US, our U.S. equity trading venue, had a terrific inaugural year in terms of volume traded and participant sign-ons. The launch of AlphaX also helped us build on TMX's strong tradition of leadership in exchange technology.
The team earned 3 prestigious industry awards for Innovation in Alternative Trading Systems by The TRADE, Most Innovative Third Party Technology Vendor Trading Risk and Compliance by WatersTechnology, and the TabbFORUM 2026 NOVA Award. I'd like to turn to Global Insights. Revenue increased 16% compared to 2024, led by double-digit increases from TMX Trayport and TMX VettaFi. TMX Trayport's powerful and dynamic network plays an essential role at the heart of European energy trading.
Revenue grew 18% year over year or 12% in GBP, driven by a number of factors, primarily an increase in the number of licensees and increased adoption of analytics and other trader products. Revenue from TMX VettaFi increased 24% year over year or 21% in US dollars due to higher indexing revenue driven by organic growth in assets under indexing and recent acquisitions. In a relative newcomer among our deep and diverse set of established business areas, this team continued to execute against an opportunistic strategy in 2025 with three additional acquisitions, the Credit Suisse Bond Indices, ETF Stream, and a set of nuclear indices. Now looking beyond the respective core markets, TMX VettaFi, TMX Trayport remain in pursuit of expansion opportunities across geographies and asset classes.
The third component of our Global Insights segment, TMX Datalinx, also significantly bolstered their capabilities in 2025 with the acquisition of Verity, a leading buy-side investment research management system, data and analytics provider. This addition of Verity brings dynamic new financial data and proprietary analytics along with an expert group of professionals to our Datalinx team to enhance the services we offer to more than 5,000 clients worldwide. Now moving to capital formation, and again, this is where the theme of resiliency really rings true and loudly. You've heard me say in the past and always that we operate critical trading and clearing and settlement infrastructure. Also critical among these functions is our two-tiered capital formation platform. It is unique to Canada, and it is a great source of pride and performing extremely well.
In 2025, in a period of pronounced economic uncertainty and headline disruption, the signature strengths of public markets really shone brightly, providing stability, access to capital, and always opportunity for growth. At all times, our job one is to deliver exceptional service and to address the shifting needs of this powerful interconnected network of companies, participants, and investors. Revenue in this segment for us increased 9% year-over-year, primarily due to higher revenue from additional listing fees and the inclusion of a full year of Newsfile revenue. We saw a surge in financing activity in the second half of 2025, including a 34% increase in the number of transactions which we bill at the maximum fee threshold on TSX. Big financial deals don't capture the IPO-sized headlines.
This is a crucial function of public markets, and positive momentum is really good for the entire ecosystem. As many of you are well aware, Toronto Stock Exchange and TSX Venture Exchange are home to almost 50% of the world's mining companies. This sector is a major component of our market. It is vital to Canada's economy, and it is a competitive edge worldwide. This sector has been thriving. Financing dollars in 2025 increased by 53% compared to 2024. The mining sector surpassed CAD 1 trillion in overall market capitalization in 2025. Of the 11 companies that we graduated up from the TSX Venture Exchange to the TSX, 10 of these were mining companies last year. Beyond the corporates, it was also still a year for Canada's ETF industry.
We welcomed 239 new exchange traded funds to the Toronto Stock Exchange in 2025, surpassing the all-time record of 127 set in the previous year. As I said in the opening my remarks, 2025 was a big year for TMX and our best year ever. The most exciting thing about the work we've done to build the high performance TMX of today is what it means for tomorrow. We supercharge our ability to thrive and compete and deliver for a growing global client base well into the future. Always, our focus is now on what comes next.
If you read the news at all, you'd see that no time in our history have we seen as many impactful trends pushing the pace of change in our environment, including AI adoption, 24-hour trading, tokenization, prediction markets, just to name a few. We are all for modernization. We have long stood at the forefront of industry progress. We introduced the first computer assisted trading system. We were the first fully electronic exchange. It should come as no surprise that TMX is actively pursuing client-driven solutions to build on this proud history of exchange industry leadership and innovations. Making markets better and empowering bold ideas is our purpose. It's our guiding our decisions. It's emboldening these steps forward. Our approach is to seek out purpose-driven innovation, measures that actually make the markets better, not just innovation for an innovation's sake.
Necessarily, our next steps are rooted in the commitment to preserving the core capital markets principles of market integrity, fairness, and transparency. We are deeply engaged now in a proposed plan to operationalize extended trading hours in Canada. This is an industry topic grabbing headlines around the world, and we've had many discussions with our clients and stakeholders to solicit their input and feedback. Quite frankly, with the largest and most competitive market in the world simply at our border, we have a responsibility to closely examine the potential impacts of transformative developments stirring in their marketplace and to ensure that Canada is ready. For Canada, it's not a single venue proposition. It's an ecosystem undertaking. Canada's markets have unique attributes that need to be taken into consideration in any such plan.
We are well along the process of scoping out a proposed extended hours model, take into account the potential impacts, the benefits, the challenges, the opportunities and risks for the industry. These important stakeholder discussions are ongoing and will be one of the number one topics next week at our annual TMX Equities Trading Conference. The tokenization of public assets is also a hot button topic right now. While this may be proving to be transformative in time, there are hurdles to clear yet in moving toward a broad market adoption, including defining the right regulatory framework and the right standardization. Tokenization is the next evolution of blockchain, and this is an area where we've been exploring potential use cases for more than 15 years, including in early stages of developing the game-changing Post Trade Modernization project that we delivered in 2025, as I mentioned earlier.
We see real promise and some near-term opportunities potentially emerging on this clearing side, including the tokenization of collateral management, which can allow collateral to move seamlessly between accounts and even different clearing houses, improving efficiency, reducing costs for our biggest clients. As we progress it, we will continue to update the market accordingly. With the future in sight, I want to close with some details around another important announcement and an initiative that Lou just spoke to earlier, and we announced a couple weeks ago, the agreement to acquire Cboe Australia and Cboe Canada. TMX is committed to investing in Canada's vast potential, as we have been for almost 175 years, led by our conviction that stronger, more efficient capital markets are good for our country's economy and good for all Canadians. This deal represents an important step forward for our markets.
The creation of a stronger Canadian champion to the benefit of our issuers and participant communities, to our employees, to our shareholders. It's a compelling opportunity that we could not pass up. This transaction is an important investment in advancing our global growth strategy by expanding our presence into Australia, a region we are well familiar with and where we see fantastic growth potential, and strengthening our domestic market to create an even more compelling, competitive, and efficient Canadian champion. We're excited for the opportunities in front of us, and most of all, we look forward to partnering with our clients to identify ways to build on these unique strengths of these ecosystems to better serve both regions and our participants that trade across them.
In closing, as always, I wanna sincerely thank Team TMX, to all of our employees around the world for your unwavering dedication to our clients, to our company, to each other, and supporting our collective success. This is an inspiring place to work every day. Of all the successes that we've spoken of here today, the unprecedented heights reached in 2025, as well as the exciting steps forward, they are always powered by our terrific people. I look forward to the work we have in front of us together to continue to deliver on that promise of TMX. With that, Luc, I'll turn the meeting back over to you. Thank you, everyone.
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 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 for ballots for each matter were provided by the scrutineers to all the registered shareholders and proxy holders when you registered. If you did not receive a ballot upon registration, please raise your hand and the scrutineers will provide them to you now.
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 word "against" or "withhold" as the case may be. Please sign your name, and 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 you or your ballot represents. The ballots will be collected by the scrutineers following the last motion. If you are attending this meeting virtually and have logged into the 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 scrutineers after you click on your choice. The 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 vote, your vote will not be recorded, and you will be regarded as having abstained from voting. At this time, I ask that TSX Trust officially open the online polls. Thank you. The results of the ballots will be tabulated by the scrutineers and 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 for all matters voted at the meeting.
To make the best use of time, we've asked 2 employees of the corporation, Nicole Rosenberg and Amanda Tang, to move and second all motions. I will call on them at the appropriate time. I will now call upon the secretary to present the scrutineers' report on attendance.
The scrutineer's report that there are 343 registered shareholders or proxy holders present and holding or representing 219,897,536 shares, or 79.1% of the issued and outstanding shares on March 10th, 2026, the record date for the meeting. According to the bylaws of the corporation, a quorum is present. The written report will be delivered to you at the end of the meeting.
Thank you. Based on the scrutineer's report, I declare a quorum to be present in the meeting to be regularly constituted for the transaction of business. 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. At the last annual and special shareholders' meeting of the corporation, which was held on May sixth, 2025, the minutes of that meeting are now available for review by any shareholder. I will now request a motion that these minutes be taken as read.
I move that the minutes of the last annual and special meeting of shareholders of the corporation held on May sixth, 2025, be taken as read.
Thank you, Nicole.
I second the motion.
Thank you, Amanda. Cheryl, are there any online questions relating to the motion that the minutes of the last annual and special meeting of shareholders of the corporation be taken as read?
No, we haven't received any questions on that.
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 online objections to the motion?
No, none.
Thank you. I declare the motion carried. The next item of business to consider is, are the audited consolidated financial statements of the company for the year ended December 31st, 2025, and the 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 on that.
No questions from here. All right. The first item of business is the appointment of the auditor for the current year. I will now ask for a motion appointing KPMG LLP as the auditor for the corporation at a remuneration to be fixed by the board of directors until the next annual meeting of the shareholders, and for a seconder for 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.
Thank you, Nicole.
I second the motion.
Thank you, Amanda. You have heard the motion. Is there any discussion? Cheryl, are there any questions related to the appointment of the auditor for the current year?
No questions.
No. Thank you. Please mark your ballot on the motion to appoint KPMG LLP. All right. We're good. We will now proceed with the election of directors. The number of directors to be elected has been set at 12 by the board. All 12 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 nominees who receive 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 of the nominees who is present to stand when his or her name is announced. I now declare the meeting open for nominations.
I have the pleasure of nominating the following 12 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, Stephanie Cuskley, Nicolas Darveau-Garneau, Tamara Finch, Moe Kermani, William Linton, John McKenzie, Monique Mercier, Michael Ptasznik, Peter Rockandel, Claude Tessier, and Ava Yaskiel.
I second the motion.
Thank you, Amanda. Does any shareholder or proxy holder wish to make a further nomination? Cheryl, are there any further nominations or any questions from the online participants on the nominations?
No further nominations or questions, Luc.
Thank you. Since there are no further nominations, I declare the nominations closed. 12 persons have been nominated as directors, and there are 12 directors to be elected. Please mark your ballot on the election of directors. The next item of business 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. You have heard the motion.
Sorry.
Sorry. I'm trying to go too fast.
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.
Thank you, Nicole.
I second the motion.
Thank you, Amanda. Now, you have heard the motion. Is there any discussion? Cheryl, are there any online questions relating to the approval on an advisory basis of our approach to executive compensation as disclosed in the Management Information Circular?
Once again, no questions.
All right. Thank you. Please mark your ballot on the motion to accept the director's approach to executive compensation. The next item of business is to approve the Omnibus Equity Incentive Plan resolution. I will now ask for a motion approving the Omnibus Equity Incentive Plan resolution as disclosed in the Management Information Circular.
I move to approve the Omnibus Equity Incentive Plan resolution as disclosed in the Management Information Circular.
Thank you again.
I second the motion.
Thank you, Amanda. You have heard the motion. Is there any discussion? Cheryl, anything online related to the approval of the Omnibus Equity Incentive Plan resolution as disclosed in the Management Information Circular?
No questions on that.
Thank you. Please mark your ballot on the motion to approve the Omnibus Equity Incentive Plan resolution. 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. Is there any shareholder who requires more time to complete their ballot? Great. The scrutineers will now collect all the ballots. The results of these ballots will be provided later in the meeting once the scrutineers have tabulated the results. The online polls are now closed. I will now ask David Arnold, the corporation's Chief Financial Officer, to present the highlights in the financial statements.
Merci, Luc.
Thank you, Luc.
Good afternoon, everyone. As John mentioned, we delivered excellent financial results in 2025, reflecting strong increases in revenue, including 15% higher organic revenue compared with 2024, as well as record income from operations and adjusted earnings per share. In 2025, earnings per share was CAD 1.49, a decrease of 14% compared to CAD 1.73 in the prior year, reflecting 3 items. First, a CAD 98.2 million increase in net finance costs, largely driven by an accounting net foreign exchange loss on the translation of monetary assets and liabilities in 2025 compared with accounting net foreign exchange gains in 2024.
Second, an accounting non-cash gain of CAD 57.1 million in 2024 related to the revaluation of our previously held minority interest in Verity, which we were required to account for when we acquired the remaining shares and full control of Verity. Third, higher income tax expenses. After adjusting for the items noted in our 2025 Management's Discussion and Analysis, our adjusted diluted earnings per share for 2025 grew by 25% from 2024, an increase of CAD 0.43 to CAD 2.13.
Our 2025 income from operations was CAD 771 million, up 20% from CAD 642.3 million in the prior year, driven by an increase of 18% in our revenue, which John covered in his remarks earlier, partially offset by 16% increase in our operating expenses. Now, taking a closer look at our expenses, the year-over-year increase included: first, CAD 28.9 million of higher litigation, dispute, and related costs, including CAD 15.3 million of BOX costs related to the SEC's mandated consolidated audit trail initiative. Second, CAD 24.9 million of additional expenses related to new acquisitions, including Newsfile, iNDEX Research, Bond Indices, ETF Stream, and Verity.
Specifically, CAD 19.6 million of operating expenses that come with these businesses, CAD 3 million related to amortization of recently acquired intangibles as we do our purchase price accounting under IFRS, and CAD 2.3 million related to acquisition, integration, and related items. Third, CAD 12 million of strategic realignment costs, mainly in the first half of 2025. Excluding the three items I just mentioned, comparable total operating expenses increased by approximately 8% in 2025 compared with the prior year. Reflecting continued investments in our team, including merit increases and higher performance-based compensation relative to 2024. There were also increased IT operating costs and higher project costs related to AlphaX US, which we launched on January 22, 2025, and our Post Trade Modernization project, which went live on April 28, 2025. Moving now to slide 6.
Turning to our long-term financial and transformational objectives. As a reminder, we measure growth in terms of compound annual growth rate, or in short, CAGR. Over the long term, we continue to target double-digit growth in our adjusted earnings per share, which will be driven by strong growth, which we define as 5%+ in total revenue and our disciplined approach to cost management. Our high-growth businesses consist of derivatives trading and clearing, TMX Trayport, TMX Verity, and TMX Corporate Solutions. Recall, we define high growth as high single- to double-digit revenue growth. Capital formation, excluding TMX Corporate Solutions and TMX Datalinx, are categorized as our strong growth businesses. Finally, we expect our equity, fixed income, and trading and clearing business to grow in line with the overall market.
Over the long term, we remain committed to maintain a target dividend payout ratio in the range of 40%-50% of adjusted earnings per share, and a target debt to adjusted EBITDA ratio of 1.5 to 2.5 times, which is basically calculated on a gross basis. Our global growth strategy underpins our long-term financial objectives, supporting our focus on balanced expansion, both locally and internationally, increasing recurring revenue and growing revenue contributions from our Global Insights business. Turning now to slide 7. Taking a closer look at our 2025 financial results, how they impacted these transformational measures.
Our revenue outside of Canada was 51%, up 1% from last year, reflecting organic growth across the enterprise, excluding recent acquisitions. Recurring revenue as a percentage of total revenue was 53%, a decrease of 2% from 2024, driven by growth in transactional businesses, reflecting strong equities trading and derivatives trading volumes, as well as growth in financing activity in capital formation. As I've said on a number of occasions, investing in our core trading businesses continues to be a priority, and when trading volumes are robust, they can outpace our recurring revenue growth. Global Insights revenue as a percentage of total revenue was unchanged from 2024, despite high growth in many of the Global Insights businesses. As I noted earlier, the robust trading and transactional revenue growth offset that, holding the percentage steady at 41%.
Turning 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 2025, we held about CAD 513 million in cash equivalents, and marketable securities, which was approximately CAD 273 million in excess of the approximately CAD 240 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. In 2025, we invested over CAD 69 million in organic growth, including investments into TMX Trayport, expansion of our co-location services, and the opening of our new U.S. office in December.
Third is returning value to our shareholders through dividends in 2025, where we returned CAD 233 million to shareholders, which equates to CAD 0.84 per common share. Our fourth priority is to maintain a long-term target leverage ratio of 1.5 to 2.5 times on a gross basis. In 2025, we continued to execute on our deleveraging plans, and as of December 31st, 2025, our debt to adjusted EBITDA ratio was 2.2 times on a gross basis or 1.9 times net of excess cash, well within our target range.
Our fifth priority is to balance between investing in acquisitions to accelerate our growth strategy and our share repurchases programs to both offset the impact of earnings per share dilution from the exercising of stock options and also to return additional capital to our shareholders. In 2025, we invested over CAD 132 million to enhance capabilities in our high and strong growth businesses, including the acquisitions of Bond Indices, ETF Stream, nuclear sector indices, and Verity. As I noted earlier, in 2025, we were focused on our deleveraging plans, and as such, we did not have a share repurchase program. We launched a new Normal Course Issuer Bid program in February 2026 to repurchase approximately 1% of our common shares outstanding.
Our final objective is to maintain an appropriate and strong credit rating, specifically in our case, to maintain our AA low credit rating under normal course operations. Thank you, and I will now turn it back to Luc.
Thank you, David. I have received the report on the ballots from the scrutineers, and I will ask Cheryl to read the report.
The scrutineers report that the shareholders present in person, virtually, or represented by proxy, have voted as follows. On the appointment of KPMG as auditor at a remuneration to be fixed by the board, for 99.05%, withhold 0.95%. On the election of directors, the average vote total for the 12 nominees set out in the circular, for is 98.57%, withheld is 1.43%. In the interest of time, I will not 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 95.42%, against 4.58%. Last, on the approval of the Omnibus Equity Incentive Plan resolution as set out in the circular, for, 94.57%, against, 5.43%.
Thank you, Cheryl. As chair, I adopt the report of the scrutineers. Based on these results, I declare that KPMG LLP has been appointed as auditor of the corporation at a remuneration to be fixed by the board of directors. I also declare that Monsieur Bertrand, Davro Darveau-Garneau, Kermani, Linton, McKenzie, Ptasznik, Rockandel, and Tessier, as well as Madame Cuskley, Finch, Mercier, and Yaskiel, have been duly elected as directors of the corporation to hold office until the next annual meeting of shareholders, or until the director resigns, becomes ineligible for or unable to serve, or until his or her successor is elected or appointed.
I also declare that on an advisory basis, the shareholders have accepted our approach to executive compensation. Finally, I also declare that the shareholders have approved the Omnibus Equity Incentive Plan resolution. This concludes the formal part of the business of the meeting. I would like to call for a motion for the termination of the meeting.
I move to terminate the meeting.
Thank you, Nicole.
I second the motion.
Thank you, Amanda. I declare that 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 and 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 3 minutes. Are there any questions from shareholders or proxy holders who are attending the meeting virtually?
No.
Thank you. Any questions from the floor? No? All right. As there are no further questions, I will now conclude the formal portion of today's meeting. Thank you for your attendance.