A Shared Vision for the Future

TMX Group is a cornerstone of Canada's capital markets and an important catalyst for national economic activity, capital formation and foreign investment. Its progress and success have contributed to Canada's economic growth.

TMX Group and the investors in Maple - 13 of Canada's leading pension funds and financial institutions -have developed a plan that builds on our capital markets' strong foundations to create an integrated exchange and clearing group that will deliver value and tangible benefits to all users and market participants.

The opportunity before us is clear - and the benefits far-reaching:

• An integrated exchange model that incorporates the CDS clearing house and the Alpha alternative trading system will deliver cost savings and operational efficiency to all market participants. This will lead to a more efficient market, with globally competitive pricing, which will help attract new investment to Canada's markets, repatriate inter-listed company trading activity and contribute to continued growth in a highly competitive global marketplace.
• The new model is expected to attract greater investment and activity to Canada's marketplaces, which will create important economies of scale. New investment in Canada will lead to greater opportunity for Canada's public companies to raise capital for infrastructure, jobs, innovation and growth.
• Overall, TMX Group's strong competitive position in the global exchange sector, and our ability to forge new partnerships and alliances and pursue acquisitions, will be enhanced.

To realize these and other benefits, TMX Group and the investors in Maple have developed an approach that balances a clear vision for the future with the need to operate transparent and independent markets that serve the needs of all participants.

• TMX Group will continue to act in the best interests of the Canadian capital markets. Maple's name, following the transaction, will incorporate the "TMX" brand, and the new Board will have an independent chair and at least 50% independent directors as well as representation from Canada's independent dealer community. The governance structure also includes a minimum number of directors resident in Quebec as well as directors with specific expertise in derivatives and in Canada's public venture markets.
• We have made a clear commitment to open-access to all TMX Group operated markets for all Canadian market participants. We are also committed to maintaining existing regional headquarters and presence, which we intend to grow significantly, such as Montreal as the national centre for derivatives, Toronto for our equities business, Calgary for energy and Vancouver and Calgary for our venture equity business.
• There will be equitable pricing for all products and services - with all participants paying the same price for clearing, depository and settlement services provided by CDS. Importantly, all fees currently subject to regulatory review will continue to be subject to the same scrutiny and approval process. Additional definitive information on pricing policy for CDS will be made available in the weeks ahead.
• We have committed to retaining the 10% ownership limits on TMX Group, which together with the addition of standstill agreements for the bank-owned dealers, will prevent control of TMX Group by any sub-group of shareholders.
• We are committed to continuing to abide by all of the existing recognition orders, policies and decisions of all of the regulators that currently oversee TMX Group and the exchanges it operates, as well as new commitments to ensure TMX Group business and regulatory decisions are in keeping with the public interest and are not unduly influenced by any one segment of capital markets participants.

This is a unique opportunity to enhance TMX Group's global competitiveness and strengthen our financial markets.

Ours is a proposal that serves Canadian capital markets. We encourage you to learn more about our proposal and hope you will support this important and beneficial transaction.
Sincerely,

Tom Kloet
Chief Executive Officer
TMX Group

Luc Bertrand
Maple Group Acquisition Corporation