TMX GROUP INC. (the “Corporation”) FINANCE AND AUDIT COMMITTEE CHARTER 1. General The Board of Directors of the Corporation (the “Board”) has established a Finance and Audit Committee (the “Committee”) to take steps on its behalf as are necessary to assist the Board in fulfilling its oversight responsibilities regarding: (a) the integrity of the Corporation’s financial statements; (b) the internal control systems of the Corporation; (c) the external audit process; (d) the internal audit and assurance process; (e) risk management; (f) investment opportunities and the raising of funds by the Corporation; (g) the administration, financial reporting and investment activities of the pension plan(s); (h) the Corporation’s compliance with legal and regulatory requirements, and (i) any additional duties set out in this Charter or otherwise delegated to the Committee by the Board. 2. Members The Board will in each year appoint a minimum of four (4) directors as members of the Committee. All members of the Committee will be independent directors as required by law and all recognition orders and exemption orders issued in respect of the Corporation by applicable securities regulatory authorities. All members of the Committee shall be financially literate. While the Board shall determine the definition of and criteria for financial literacy, this shall, at a minimum, include the ability to read and understand a set of financial statements ...