OVERVIEW OF THE BUSINESS

TSX Group Inc. (“TSX Group”), including its consolidated subsidiaries, owns and operates Canada’s two national stock exchanges, Toronto Stock Exchange and TSX Venture Exchange, providing venues for capital formation and liquidity. The total market capitalization of the 3,630 issuers listed on TSX Group’s equity exchanges at December 31, 2004 was almost $1.6 trillion, making the combined equity exchanges operated by TSX Group the third largest in North America and the eighth largest in the world. The total value of securities traded in 2004 on TSX Group’s equity exchanges was over $844 billion. TSX Group’s success is dependent upon balancing the needs of issuers, intermediaries and investors to provide efficient, quality marketplaces.

On March 1, 2004, TSX Group expanded into energy products through its acquisition of NGX Canada Inc., which operates a North American exchange for the trading and clearing of natural gas and electricity contracts. From that date to December 31, 2004, 6.4 million terajoules in natural gas and electricity contracts were traded on Natural Gas Exchange (“NGX”).

TSX Group’s vision is to demonstrate Canadian leadership in global markets, providing the global financial community with access to Canada’s equity capital and energy markets.