TMX Group Limited (X) Earnings Call Transcript & Summary

Thank you very much. Good afternooon, ladies and gentlemen. My name is Luc Bertrand, I have the pleasure of being 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 of TMX Group shareholders. Joining me on the podium are John McKenzie, Chief Executive Officer; David Arnold, the Chief Financial Officer; and Cheryl Graden, the Corporation's Chief Legal and Enterprise Corporate Affairs Officer and Corporate Secretary. Also joining us are my fellow directors, members of senior management and our auditors, 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. I am pleased to also welcome many employees of the company, most of whom are shareholders of the corporation. I'd like to begin by acknowledging that the land on which TMX operates in Toronto is the traditional territory of many nations, including the Mississaugas of Credit, the Anishinaabek, the Chippewa, the Haudenosaunee and the Wendat peoples. And as an organization with a national footprint operation across the country, we are grateful for the rich indigenous history, traditions and contributions to Canada. Now I formally call the meeting to order. And, with the consent of the meeting, request Cheryl Graden to act as Secretary of the meeting, and two, respond to any questions during the meeting regarding procedural matters. Our goal is to ensure that shareholders joining us virtually are able to participate fully in the meeting. And shareholders, 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 questions submitted. I encourage you to submit your questions as early as possible so that we may be able to address them at the right moment during this meeting. We would ask that anyone present in person at the meeting who wishes to speak, do so through 1 of the microphones that are available so that those participants through the Internet can also hear. We also 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 of your questions during the meeting. If there are questions pertinent to the meeting matters that are unanswered this afternoon due to time constraints, management will post answers to a representative to set 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, our Vice President, Corporate Communications and Brand Reputation, or Catherine Kee, Head of Media Relations, with any questions for John McKenzie or David Arnold. Pursuant to a resolution of the Board, I appoint TSX Trust Company by its representative, Steven Nguyen, 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'd 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 10, 2025 and those persons appointed as proxies for the shareholders are entitled to vote and participate at this meeting. Any shareholder or proxy holder who is present in person who 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 10, 2025. 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, of course, the voting is closed. The matter to be dealt with at this meeting include the following: the reappointment of the corporations auditors; the election of directors for the coming year; and finally, the approval on an advisory basis of our approach to executive compensation. All of these matters have been set out in the Notice of Annual Meeting and Special Meeting and in the Management Information Circular made available to all shareholders in advance of the meeting. Now before we begin the formal part of the meeting, I would like to take a few minutes to reflect on the past year for the TMX group. TMX delivered outstanding results in 2024. The company's strong performance validates TMX's long-term growth strategy to diversity and globalize and demonstrates the benefit of a diversified operating model with a powerful complementary portfolio of assets. I want to open by recognizing a recent technology achievement that serves as a compelling evidence of TMX's commitment to ensuring markets are built for success today and of course for the future. Last week, CDS launched the post-trade modernization program, replacing legacy clearing systems with world leading infrastructure. PTM represents a game-changing innovation for Canadian Capital Markets and a milestone in the evolution of TMX enabling us to deliver and to better serve existing clients and compete for global investment. Congratulations to the TMX leadership team, everyone involved in our clearing and technology teams, and the people throughout the organization for making this a reality and making this happen. I would also like to thank our clients and regulators for their partnership throughout this complex multifaceted project, which has been going on for almost, what, 7 years now. In a period marked by sustained growth, positive returns and milestone accomplishments, TMX also made important progress in our purpose-driven advocacy work. TMX is committed to clients and stakeholders across this broad financial ecosystem and to all Canadians to championing growth by promoting measures to create business -- a business environment that supports investment in Canadian companies. John and the team have been working to raise awareness amongst policymakers and key issues -- of key issues and challenges for some time and to propose workable solutions. The Board is very supportive of this ongoing effort, and we are encouraged to see some of the specific measures TMX has been pushing for months, or even years in some cases, finally becoming political priority -- political and policy priorities. Now turning back to our review for 2024. TMX continued to advance our sustainability and indigenous reconciliation efforts. In sustainability, we continued to build on our effort in 2023 to align our strategy with the needs of our clients, our business and our broader operating environment. In 2024, we advanced our strategy, further integrating sustainability objectives into business planning across the enterprise. Details on our progress are included in this year's Sustainability Report. And our indigenous reconciliation journey continues to make progress. 2024 marked the formal launch of the focus group phase of the development of TMX's reconciliation action plan with a commitment to publish this plan in 2025. Looking forward, the senior management team remains focused on ensuring our markets remain resilient, responsive and adaptive to the benefit of our broad group of shareholders and other stakeholders. I would like to thank my fellow directors for their unwavering dedication to our company. And in particular, I want to acknowledge Eric Wetlaufer and Audrey Mascarenhas, who are retiring from our Board. Thank you, Eric and Audrey, for your steadfast commitment to the TMX and to our industry and for your valuable contribution to the Board. In 2024, we welcomed Peter Rockandel to the Board, and we are also pleased to nominate [ Stephanie Kuske ] and Michael Ptasznik as new directors at today's meeting. In closing, on behalf of the entire Board, I want to recognize the effort of the senior management team led by John McKenzie and to thank the entire TMX team for delivering on their commitment to serve our markets with excellence, and more importantly, with lots of integrity. I also want to thank our clients across this crucial interconnected network of entrepreneurs and investors, participants and industry professionals for their business. And finally, I want to express my appreciation to you, the shareholders, for your ongoing confidence in the Board. 2024 was an exceptional year, and we are even more enthusiastic about the future and the strategic steps we have taken to position TMX and our markets for sustained success and sustained growth. Thank you. Now I would like to ask John to make a few remarks.

[Foreign Language] Thank you, Luc, and good afternoon, everyone, here at the TMX Market Center and those of you joining virtually, and thank you for attending the meeting today and for your interest in our company. And thank you for being inside today at what is clearly one of the most beautiful days of spring so far here in Toronto. And as we start into the warmer days, I always take this with a sense of optimism and no matter what tumultuous things are happening in the world, that we have hope springs eternal and there are better days ahead. In my comments today, I really want to take you through some of the performance highlights of 2024, which has been an outstanding year for TMX, and do a bit of a deeper dive into the recent evolution of TMX as a company and how we are adapting to address the needs of our clients and shareholders all around the world. And simply put by any measure, TMX delivered in 2024. In terms of business performance, landmark achievements across the enterprise and progress against our long-term strategic initiatives. And our success, as Luc said, has continued into 2025. Last night, we were pleased to report excellent results for the first quarter. And David is going to join a little later on in the meeting to present our 2024 financial results, as well as a brief overview of Q1. Now in 2024 specifically, TMX reported 4 consecutive quarters of year-over-year profitable growth. And this is strong evidence of a balanced strength across our diverse set of assets, consistent long-term growth strategy, and most importantly, a fantastic team of employees all around the world pushing this enterprise to exciting new heights. But beyond the financial performance, candidly, a strong TMX is good for the industry. Markets worldwide in 2025 have been hit by pockets of extreme event-driven volatility, as investors have reacted to a stream of tariff announcements from the U.S. There's not a day by -- day that goes by that we're not sure what's going to happen the next day. And every component of our ecosystem, public companies across multiple sectors as well as industry professionals and all types of investors have been impacted. So now as much as ever, our ecosystem needs that strong TMX, an innovative and adaptive, responsive and resilient enterprise that's committed to solving challenges and enabling client success. And in a few minutes, I'm going to talk about how we're putting our purpose to make markets better and empower bold ideas into action in everything we do. So let me turn to some of those 2024 TMX key highlights and achievements. In another year of what has been difficult market conditions and slowed economic growth, TMX results stand as a powerful evidence of a dynamic high-performance business model that's really built to deliver in all market conditions. Our total revenue increased 22% year-over-year, driven by double-digit increases in TMX Trayport and Derivatives Trading and Clearing. And organic revenue, when you exclude the 2024 acquisitions of VettaFi, iNDEX Research and Newsfile, increased 10%. And adjusted diluted earnings per share increased 16% from 2023. And I'd like to draw your attention to a few significant business areas and highlights across the enterprise overall and let David then provide the comprehensive overview of the financial results in his remarks to follow. An outstanding year for TMX Trayport, our London-based connectivity platform for European wholesale energy markets. The revenue from this fastest-growing business area increased 22% compared to 2023. And since the acquisition in 2017, TMX Trayport's annual revenues have doubled while expanding our global presence and increasing the proportion of revenue that's derived from these recurring sources. Our core Joule network provides an essential suite of innovative tools, insights and capabilities to the global energy market ecosystem. And looking ahead, TMX Trayport is squarely focused on new opportunities to expand into additional asset classes and geographies around the world. And staying with our Global Insight business, TMX VettaFi revenue was higher by 18% in U.S. dollars compared to 2023 prior to the acquisition. And largely due to higher indexing revenue, reflecting organic growth in assets under management. And TMX VettaFi plays an extremely important part throughout the ETF product life cycle, deploying digital capabilities and expertise from ideation to design and launch and beyond. And moving forward, TMX VettaFi continues to seek out strategic opportunities to build on our offerings and expertise to better serve a growing international network of clients and partners. Now headlining TMX's 2024 success stories in our domestic market, it was really Derivatives, where we saw sustained growth, as well as successful product expansion during the year. Revenue from Derivatives, Trading and Clearing, excluding BOX increased by 17% year-over-year, including a 12% increase in MX revenue driven largely by higher activity. And during a prolonged period of policy uncertainty around interest rates, participants continue to turn to MX's suite of tailored derivative products to balance their portfolios and mitigate risk. And with that, overall volumes grew 14% year-over-year. In our Capital Formation business, I don't have to tell anyone that conditions for capital raising remain challenging all throughout the year, resulting in lower revenue from additional listing fees. But in all market conditions, our Capital Formation strategy is focused on strengthening our unique 2-tiered ecosystem, the foundation of our Canadian capital markets. And our business development team has a powerful and growing pipeline of private companies all around the world, and we are very confident that as conditions start to normalize, we can see those deals coming back to market. But importantly, we're not going to wait for the game to come to us. We're continuing looking to raise global awareness of this unique model of TSX and TSX Venture and for strategic opportunities to leverage those expertise to expand this ecosystem. More than 50% of the companies that are in our pipeline are from outside of Canada. And while a range of sectors are all evidenced, 60% are innovation companies. These are the companies of the future. Now looking back and beyond those corporate issuers, March of this year marked an important milestone. It was the 35th anniversary of the ETF, or the exchange traded fund, which was invented right here at the Toronto Stock Exchange. Now candidly, it wasn't right here. It was across the street right there. But 2024 was a record-breaking year for TSX and the ETF franchise. Our net inflows reached $75.5 billion in '24, beating the record set in 2021 by more than 30%, and we welcomed a record 127 new ETFs to the market. Now beyond listings themselves, we continue to seek out innovative solutions to serve the need of TSX and TSX Venture issuers, as well as private companies who are not public yet. In August of last year, we acquired Newsfile, a news dissemination and regulatory filing provider. And the addition of Newsfile builds on our service offering under the new banner of TMX Corporate Solutions, enhancing our competitive position. Now before I turn the meeting back to our Chair, I want to share some of our recent history and how the execution of our strategy has enabled our current success. And admittedly, I am calling it recent history because I feel otherwise, I'm going to date myself because I've actually been here for the bulk of it. In fact, I think actually, Thursday this week is marking my 25 years in TMX since I joined this organization. And certainly not in the corner office, but deep, deep down into the finance team, which is a great place to start and learn the business from the ground up. And candidly, it does actually feel a bit like yesterday that I first came down here to join this organization. But this was a very, very different company at what was the turn of the century. The Toronto Stock Exchange was a stand-alone entity. It just demutualized. And both the domestic and international exchange landscape looked very different than what it looks like today. In 2001, the later to be named TMX Group began to take shape with the acquisition of some immensely powerful assets: TSX Venture Exchange in 2001, the leading public venture exchange in the world; then the Montreal Exchange and CDCC in 2008, Canada's Derivative Exchange and Clearing House; CDS, the Equities Clearing House, and the Alpha Exchange came in 2012; TSX Trust in 2013; Trayport in 2017; and VettaFi at the beginning of 2024. Now each of these major milestones contributed to the transformation of TMX from what was a regional operator into now a global enterprise. And that evolution continues. In January this year, we launched a new U.S. equity trading venue and built an ATS named AlphaX U.S. The Toronto Stock Exchange of 2000 was a member-owned utility, as I mentioned. One office and less than 500 employees. Today's TMX is a diverse and globally competitive business with a broad set of clients and shareholders, a publicly traded company with a growth mandate and a broad international shareholder base, ranked eighth in the world by market capitalization and now employing more than 2,000 people around the globe. Not just in Canada, but in U.K., Germany, Austria, Australia, Singapore, Israel, Brazil and the U.S. And while a lot has changed over that time frame, our fundamental commitment to serving markets with excellence remains firm, and our eyes remain forward. And our markets have proven resilient through all measure and manner of crisis over time, be they macroeconomical, geopolitical or otherwise from the credit crisis through the COVID-19 pandemic. And this year is no other. The way to prevailing uncertainty hangs over our markets due to the unpredictability of global tariffs. But as Luc mentioned, right on the heels of our federal election here in Canada, TMX is continuing to advocate on behalf of the interests of our market and of our stakeholders. So in March, we published a 6-point platform, outlining specific steps that the Canadian government can take to ensure that our country is seen throughout the world as a great place to invest and do business. And while election campaign platforms matter, promises matter, and a lot of the right things were promised, same things that we ask for, promises are just promises. And we need hold people to account to actually deliver on them. We need to see follow-through and consistency from the new federal government to commit on the measures to create this investment-friendly climate in Canada and enable Canada to compete for that investment globally. So we are strongly encouraging the federal government to incentivize companies to invest in growth and innovation, reducing capital gains taxes on investment in Canadian companies and repealing or reforming things like the Impact Assessment Act, Bill C69, which can really unlock growth potential in Canada's resource sector, increasing the confidence of both companies and investors that large projects can get done here. We have made substantial progress on this, and that push continues. Our advocacy effort is an always-on campaign, and it keeps with our history of being at the center of the country's capital markets and our responsibility to all of our stakeholders. So we're encouraged by the ongoing productive dialogue we've had with our regulators and our measures to reduce unnecessary burden and create competitive advantage for our companies. I want to thank them all because in these challenging times, they are stepping up to work with us on supporting that growth. And I want to turn to one other really tremendous accomplishment that Luc had mentioned, and this is a landmark achievement that, as he mentioned, has been years in the making, 7 to be exact. That last week marked the successful launch of our post-trade modernization platform or program, or what we call PTM. This implementation represents a major upgrade in overhaul of CDS' foundation technology, powering all essential functions, including clearing and settlement, depository, entitlement payments end-to-end. Now this initiative is one of the larger projects we have ever undertaken, bringing a world-class end-to-end solution to the Canadian market, and it sets a new global benchmark for building agile, leading-edge capital markets clearing infrastructure. And it also stands as a really impressive feat of collaboration. So I'd like to express my sincere gratitude to our client participants, to our regulators for partnering with us on this journey. And to our technology provider, TCS Banks. Collectively, we have implemented the broadest scale system of this kind ever on a single platform in one execution. Now like any complex large-scale technology projects, we have experienced an interesting array of challenges along the way. I am told this is not atypical for large technology implementations. But when you have a long project, you have things that you didn't anticipate, like COVID-19, like the transition of T+1 along the way. And even though we went live last week, we will expect to see continued challenges, items that will flare up and areas that we will need to adjust for and improve on as we move further along towards that full deployment of our capabilities. And with that, I want to really thank our participants, not just for their partnership, but for their patience as we work through the early stages of this. While infrastructure and things like this, these headlines are not the most clickbait headlines that you get these days. But this new platform is mission-critical. It's a mission-critical system for every financial institution in Canada and every financial transaction that happens. And PTM pushes us actually to the head of the pack of our global peers. It enables further growth and will power new services like the recently introduced CCMS, or the Canadian Collateral Management System, and SGC notes. So a very special thanks to our clearing and technology teams for pushing this project across the line. Through the long time frame, late nights, the weekends, the testing, your determination on this has never wavered, and you have all of our collective thanks for that. And as we celebrate the successful implementation of this transformative platform, I want to acknowledge the partnership of my close partner, Jay Rajarathinam, who recently made the decision to move on from TMX. Jay joined us in TMX in 2016 as our Chief Information Officer, and his portfolio had grown to include both the post-trade business and then TMX Datalinx, Corporate Strategy and TMX VettaFi. And he led our technology team in supporting new projects and integration initiatives, including this integral work on PTM to create a modern and client-centric approach to resiliency. I'd like to wish him the very, very best in his future endeavors. Now during our last year Investor Day, we took a deep dive into our long-term strategy we outlined at TM2X and our plans to accelerate the growth of the enterprise. And at the end of Q1 this year, we took further steps to ensure we had the right pieces in place to enable that propulsive execution mindset, realigning the organization with expanded leadership mandates across operations and corporate functions. Peter Conroy, who's here, who we've come to known as the CEO of Trayport, has been appointed the CEO of Global Insights. An expanded mandate, Peter now will oversees both TMX Trayport, but also TMX VettaFi and TMX Datalinx. The role of CFO, David Arnold, whom you will hear from in a few moments, has also been expanded to include full oversight of our strategy and corporate development functions, in addition to leading the finance function as well as enterprise risk management, innovation and integration. And on April 1, we welcome Judy Dinn to TMX. Judy is our Chief Information Officer and the newest member of our senior management team. Judy most recently served as the CIO of the U.S. Bank TD and brings more than 20 years of experience as a technology executive in the financial service industry to her new role. And technology remains our crucial strategic enabler. Judy is responsible for the strategic leadership and guidance on all aspects of technology at TMX and helping to drive the ongoing evolution and execution of our corporate strategy. So I'm excited. I'm excited about what these leadership appointments mean and the expanded mandates mean for TMX. Judy with her track record of technology leadership and innovation, Peter's proven success in delivering for clients and leading growth from recurring revenue sources and David's opportunistic and disciplined approach to strategy. Our leadership is in great hands. So in closing, as always, I'd like to thank our people across the country here in Canada and all around the world for your essential contributions to TMX's success. Through all market conditions, our team around the world is unified in our purpose. And this shared commitment to making markets better and empowering bold ideas is our sharpest competitive edge. As Luc said, 2024 was a remarkable year for TMX in terms of both overall performance and accomplishments across the enterprise. What we are most proud of is the standard of excellence that our team has set in serving clients around the world and every day. So together, we will look forward to the opportunities and challenge ahead. And with that, Luc, let me turn the meeting back over to you. Thank you very much.

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 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 a scrutineer 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 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 scrutineer 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 wish to vote by clicking on the applicable voting option. Your vote will be automatically submitted to TSX Trust, our scrutineer, after you click on your choice. Votes may be changed up to the time the 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. The results of the ballots will be tabulated by the scrutineer 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 of all matters voted on at the meeting. To make the best use of time, we've asked 2 employees, shareholders of the corporation, Nicole Rosenberg and Amanda Tang, 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 scrutineers prepare the 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 directors of the corporation and to the corporation's auditors. The Corporate Secretary has filed with me proof of service of the notice of meeting, which is available for inspection. The last Annual and Special Meeting of Shareholders of the corporation was held on May 3, 2024. 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.

I move that the minutes of the last Annual and Special Meeting of Shareholders of the corporation held on May 3, 2024, 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 Meeting and Special Meeting of the shareholders of the corporation be taken as read?

No, we haven't received any questions.

We will now proceed with the vote. All those in favor, please signify by raising their hands. [Voting]

Any contrary, Cheryl, are there any online objections?

No objections.

Thank you. I declare the motion carried. I will now call upon the secretary to present the scrutineer's report on attendance.

The scrutineer reports that there are 336 registered shareholders or proxy holders present or holding or representing 241,439,942 shares or 86.84% of the issued and outstanding shares on March 10, 2025, 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, Cheryl. 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 31, 2024 in accompanying notes, together with the auditor's report and the management statement, all contained in the corporation's Annual Report mailed to shareholders who requested a copy to this meeting 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 -- relating to the annual financial statements?

We've not received any questions.

Thank you. The first item of business is to appoint the auditors for the current year. I will now ask for a nomination appointing KPMG as the auditor of the corporation at a remuneration to be established by the Board of Directors until the next annual meeting of the shareholders and for a seconder of this motion.

I move to appoint KPMG LLP as the 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.

I second the motion.

Thank you. You have heard the motion. Is there any discussion -- and Cheryl, are there any questions related -- relating to the appointment of the auditor for the current year?

No, we have not received any questions.

Thank you. Please mark your ballots on the motion to appoint KPMG. The physical ballot on the appointment of KPMG is the purple ballot. [Voting]

I don't think anyone requires more time on this. All right. Perfect. 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 directors 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 of the nominees who are present to stand when his or her name is announced. I declare the meeting open for nominations.

I have the pleasure of nominating the following 12 individuals as directors of the corporation to hold the office until the next Annual Meeting of Shareholders or until their successors are duly elected or appointed. The individuals are Luc Bertrand; [ Stephanie Kuske ], Nicolas Darveau-Garneau; Martine Irman; Moe Kermani; William Linton; John McKenzie; Monique Mercier; Michael Ptasznik, Peter Rockandel; Claude Tessier; and Ava Yaskiel.

I second the motion.

Thank you. 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?

We've received none.

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 ballots on the election of the directors in the manner indicated at the beginning of the meeting. The physical ballot on the election to the directors is the white ballot. [Voting]

Anyone need more time? Great. The next item of business is the approval on an advisory basis of our approach to executive compensation. I will ask for a motion approving, on an advisory basis, our approach to executive compensation as disclosed in the Management Information Circular.

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. 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?

No, we've not received any questions.

Please mark your ballots on the motion to accept the directors' approach to executive compensation. The physical ballot on the motion to accept the director's approach is the blue ballot. [Voting]

Anyone need more time? We're good to go. Excellent. Is there any shareholder who requires more time? We will now proceed to -- with the vote. If you are attending the meeting online and have not yet voted on any of the other items of business on the agenda, please do so now. [Voting]

The online polls will be closing. Do we have to give them more time? We're good. We're fine. We can go. The scrutineer will now collect 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.

Thank you, Luc, and good afternoon, everyone. We'll begin with an overview of our 2024 financial results, which reflected the strength of our diversified business model and our strategic investments to accelerate long-term growth. In 2024, diluted earnings per share was $1.73, an increase of 35% compared to $1.28 in the prior year. This increase reflected a 19% increase in our income from operations, as well as a noncash gain of approximately $57.1 million related to the revaluation of our previously held minority interest in VettaFi, which was fully acquired on January 2, 2024. After adjusting for the items noted in our 2024 management's discussion and analysis, our adjusted diluted earnings per share for 2024 was $1.70, up $0.24 or 16% when compared with $1.46 in 2023. Our 2024 income from operations were $642.3 million, up 19% from $540 million in the prior year, driven by a 22% increase in our revenue, partially offset by a 25% increase in our reported operating expenses. Our revenue in 2024 of $1.46 billion was primarily driven by robust growth across all of our businesses, including a 20% increase in Derivatives Trading and Clearing, a 22% increase in TMX Trayport, as well as a 9% increase in Equity and Fixed Income Trading and Clearing. We also benefited from the inclusion of revenue from acquisitions in 2024, namely TMX VettaFi, Newsfile and iNDEX Research. Organic revenue, excluding these acquisitions, grew 10% in 2024 compared with the prior year. Turning to TMX's operating expenses, there was an increase year-over-year, mainly reflecting the following: first, almost 3/4 of our expense increase is due to the acquisitions I just mentioned. To be clear, we incurred $122.4 million of additional expenses related to the new acquisitions, and specifically, $60.6 million of operating expenses that come with these businesses. $47.2 million related to amortization of 2024 acquired intangibles as we do our purchase price accounting under IFRS. And finally, $14.6 million related to integration, contingent payments and acquisition and related expenses. Second, we incurred $7 million related to our organic build-out of AlphaX U.S. And lastly, somewhat offsetting these increases were $8.8 million of onetime costs incurred in 2023, mostly related to strategic realignment costs. Now excluding the items I just mentioned, comparable total operating expenses increased 7% in 2024 compared with the prior year, reflecting continued investment in our team and higher performance-based compensation relative to 2023, largely driven by the increase in our share price. There were also increased IT operating costs and higher legal fees, somewhat offset by lower project spend, lower severance and decreased marketing costs. Moving now to our long-term financial and 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 percent for total revenue and supported by our diversified business mix. Our high-growth businesses consist of Derivatives Trading and Clearing, TMX Trayport, TMX VettaFi, TMX Corporate Solutions, which primarily consists of TSX Trust and Newsfile. 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, our Equity Fixed Income Trading and Clearing business 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 remain our target dividend payout ratio range of 40% to 50% and our adjusted debt-to-EBITDA ratio range of 1.5x to 2.5x, which is calculated on a gross basis. Our long-term financial objectives, underpinned by our strategy, supports our continued desire to expand globally, increase recurring revenue and 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 2/3 is recurring revenue, greater than half is from outside of Canada and more than half is from our Global Insights segment. So taking a closer look at our transformational objectives on the next slide, we made positive progress on all 3 of our transformational objectives in 2024. Recurring revenue as a percentage of total revenue was 55%, up 2% from 2023, driven by inorganic growth. Our revenue outside of Canada was 50%, up 9% from a year ago. And for the first time, we met the low end of our transformational objective for global revenue. And finally, Global Insights revenue as a percentage of total revenue grew 6% to 41%, driven primarily by inorganic growth. 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. Can I go to the next slide, please. Okay. There we go. Thank you. So 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. So at the end of 2024, we held over $433 million in cash and cash equivalents as well as marketable securities, which was over $198 million in excess of the approximately $235 million we target to retain for regulatory and related requirements. Our second priority is to invest in our business to accelerate our long-term global growth strategy, as evidenced by the $73.7 million we spent in 2024 on organic investments, including the build-out of AlphaX U.S. Third, in returning value to our shareholders by declaring and paying dividends. In 2024, we returned over $208 million to our shareholders, which translates to $0.75 per common share. Our fourth priority is to deliver on our deleveraging plan. During 2024, we made progress to delever our company following the acquisition of TMX VettaFi. And as of December 31, our debt to adjusted EBITDA ratio was 2.7x, which is slightly above our long-term target leverage ratio of 1.5x to 2.5x on a gross basis. Of note, though, our leverage net of excess cash was 2.4x at the end of 2024. Now as a reminder, our target gross leverage ratio of 1.5x to 2.5x is through normal course operations and business cycles. And as stated on prior occasions, we are comfortable operating outside the range for a period of time, specifically on the heels of acquisitions, as we have continued to demonstrate a disciplined approach to return within the target range in the past. Our fifth priority is to manage the trade-off between investing in acquisitions to accelerate our growth strategy and/or repurchase shares to offset the impact of earnings per share dilution of stock options that may be exercised during the year, and secondarily, to return additional capital to our shareholders. So during 2024, we invested over $1.1 billion in strategic acquisitions that will help accelerate our strategy. TMX VettaFi was our largest investment in 2024, and our buyback program was not renewed in 2024 as we focused on deleveraging plans following the TMX VettaFi acquisition. As we continue to deliver on this plan and reduce our leverage within our target range, we will reevaluate the potential reinstatement of our share buyback program. Our final objective is to ensure an appropriate and strong credit rating. And specifically, in our case, to maintain our AA low credit rating under normal course operations. On March 3, Morningstar DBRS revised all credit rating trends on TMX Group to stable from negative as a result of the progress we made in deleveraging following the acquisition of TMX VettaFi in January of 2024. Thank you, and I'll now turn it back to Luc.

Thank you, David. So I have received the report on the ballots from the scrutineer and will ask that Cheryl Graden read the report.

The scrutineer reports 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 is 99.31%; Withhold is 0.69%. On the election of directors, the average vote total for the 12 nominees set out in the circular: For, 98.33%; Withhold, 1.67%. 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 is set out in the circular, For is 95.53%, Against is 4.47%.

Thank you, Cheryl. As Chair, I adopt the report of the scrutineer. And based on these results, I declare that KPMG has been appointed as auditor of the corporation at a remuneration to be fixed by the Board of Directors. I also declare that Mr. Bertrand, Darveau-Garneau, Kermani, Linton, McKenzie, Ptasznik, Rockandel and Tessier and Madam [ Kuske ], Irman, Mercier and Yaskiel have been duly elected as directors of the corporation to hold the office until the next Annual Meeting of Shareholders or until the directors -- a director resigns, becomes unable to serve or until his or her successor is elected or appointed. Finally, I also declared that on an advisory basis, the shareholders have accepted our approach to executive compensation. This concludes the business part of the meeting. I would like to call on 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. So I declare that the formal part of the 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 question or comment to approximately 3 minutes.

All right. So are there any questions from shareholders or proxy holders who are attending the meeting virtually? Guess not. Okay. As there are...

We might have a question.

Oh, there is. I'm sorry. Oh, my apologies. Go ahead.

So I'm [ Algina ]. I'm a shareholder from.

You got to come closer.

Sorry, sorry. So I'm [ Algina ]. I'm a shareholder from Toronto. Just thank you, David, for the information on capital allocation and the financial and transformation objectives. Just wondering if you have any additional insights you can share on how capital allocation might change given the current geopolitical environment?

So I'll start and maybe John will add. Our capital allocation principles are kind of agnostic to the geopolitical environment. But it is a consideration. We continue to focus on our North American expansion, which includes the United States. We continue to focus on geographic expansion in other geographies, too, right? So in our Trayport business, as Japan is busy deregulating in the power markets, that's an opportunity for us too. So the short answer to your question is it is a consideration, but it isn't the single guiding point for the strategy. John?

And thank you. It's a really thoughtful question, especially at the times right now. We have collectively, with the shareholder support, built a very resilient business model. It's very balanced and much more balanced than we would have been even 5 or 10 years ago. So when you've got geopolitical impacts and challenge in the marketplace like we have today, there are actually parts of the franchise that are strengthened by that and parts that are challenged. And you'll see that in the results for the first quarter of the company, where our trading activity through our derivatives platform, our equities platform are actually very strong. Our data revenues remain very strong, and we see challenges on the capital raising side of the business. You can expect that going forward. Now the positive is that the capital raising market has been challenged for a while. I know it's a strange thing to say it's positive, that's been challenging, but we've been already in a low. So the opportunity going forward as things stabilize, that is something that can come back and have strength that can come back into the business. So that's the plus in the TMX business model today that is very balanced, and we can actually see growth and strength even in very disruptive market conditions like we have right now.

Thank you for your question. Cheryl, any questions from shareholders who are attending virtually?

No.

No questions. Okay. Any further questions? As there are no further questions, I will now conclude the informal portion of today's meeting. Thank you very much for coming and attending. Appreciate it. Have a nice day. Thank you.