ACG Core Track: Capital Markets Update: From Leverage to IPO Wednesday, March 23, 8:45 – 9:30 a.m. Sponsored by William Blair & Company and BDO

From Leverage to IPO Moderator: Brett Paschke, William Blair & Company Panel: Duff Anderson, Solebury Capital Markets Timothy R. Curry, Jones Day Janis Koyanagi, Toronto Stock Exchange / TSX Venture Exchange Pam Buchanan, NASDAQ OMX Sponsored by:

Equity Capital Markets Review March 2011

Markets Have Recovered as Stability Returns Money Market AssetsInflows to Equity Funds Volatility IndexLTM Equity Index Performance Source: Equidesk, ICI Research and Fact Set. Data as of March 20, ($ in billions)(Index Value) Equity Capital Markets Review ACTIVE GRAPHS are causing excessive crashing. The originals Charts are located in an exhibit folder at the following location: S:\BOILERS\Department Wide Boilers\Equity Master Boiler\Support\2009 Equity Master Boiler - Active Graph Chart Support.pptx ($ in trillions) 1

Earnings Have Driven Market Recovery… LTM Yield RatesS&P 500 P/E Ratio ($ in billions) S&P 500 – Top Line ResultsWeekly Inflows to Equity Funds (Index Value) Source: Bloomberg, FactSet Research Systems, and Investment Company Institute (ICI) Data as of March 20, x 7.3x 16.4x 15.3x Support File - Factset Updated GMM Active Graph Updated GMM Support File – Data ed to GMM from Janet Hartmann in BIC each Wed Updated GMM Support File - BBG Updated GMM Equity Capital Markets Review 2

…Resulting in Increased IPO Activity IPOs Filed MonthlyIPO Backlog IPOs Priced AnnuallyIPOs Priced Monthly Source: Equidesk. Data as of March 20, Data does not include REITs, Closed End Funds, and SPACs. 0 0 Equity Capital Markets Review 3

IPO Pricing Environment Has Improved Source: Dealogic as of March 20, Does not include REITs or CLEFs. Average One-Day Return Offer Price Relative to Filing Range (# of Deals) 3 Equity Capital Markets Review 4

Healthcare and Technology Lead the Way IPOs Priced YTD by Primary SectorCurrent IPO Backlog by Primary Sector Business Services Consumer & Retail Financial Services Healthcare Technology Commercial & Industrial Business Services Consumer & Retail Financial Services Healthcare Technology Support File - Dealogic Updated GMM Support File - Dealogic Updated GMM Support File - Dealogic Updated GMM Commercial & Industrial Source: Dealogic as of March 20, (1) Backlog defined as IPOs initially filed or revised within the past 180 days. Equity Capital Markets Review 5

IPO Size and Structure Considerations Average Secondary Component of IPOsPercentage of Company Sold Total Offerings: Total Offerings w/ Secondary Shares: 13(11%)87(42%)133(58%)91(56%)31(44%)355(45%) By offering size: Source: EquiDesk. Excludes Closed End Funds and REITs. January 1, 2005 through December 31, Average percentage of secondary shares sold calculated as a percentage of total shares (primary and secondary) sold; secondary component percentage data only includes deals with secondary components. 0%-20% 40%-60% 20%-40% 60%-80% 80%-100% <150M 150M – 300M 300M – 750M 750M – 1.5B 1.5B – 5.0B >5.0B <150M 150M – 300M 300M – 750M 750M – 1.5B 1.5B – 5.0B >5.0B Market Cap at OfferingImplied Market Cap at Initial Filing Equity Capital Markets Review 6

IPO Company Characteristics IPOs Priced LTM ($ in millions) Source: Dealogic, excludes REITs and closed-end funds. LTM as of Note: Each category independently sorted by decile. (1) Mean EPS Estimate 60 days after pricing Equity Capital Markets Review 7

Small Cap Companies Dominate U.S. Exchanges  Less than $1 billion market cap companies are a majority of companies on U.S. Exchanges:  75% of NASDAQ  40% of the NYSE NASDAQ As of March 3, Source: CapitalIQ % of Companies % of Market Cap Equity Capital Markets Review 8

Overall Follow-On Market Overview % Marketing Type% Shelf Takedown Relative Offering Size as a % of Market ValueOffering Size vs. Liquidity Source: Dealogic and FactSet Research Systems as of March 20, All values are median for each respective period. Offer/3 and 6 Month performance for follow-ons priced less than their specified time periods are calculated from pricing to present. See Equity Boiler Updated GMM See Equity Boiler Updated GMM See Equity Boiler Updated GMM See Equity Boiler Updated GMM No support files, all from Equity boiler Equity Capital Markets Review 9

Overall Follow-On Market Overview (cont’d) Pricing Relative to Filing and Last TradePerformance Since Offering Average Secondary Share % for FOs with Selling Shareholder Component by Deal Value (1) Source: Dealogic as of March 20, All values are median for each respective period. Offer/3 and 6 Month performance for follow-ons priced less than their specified time periods are calculated from pricing to present. (1) Averages do not include FOs where secondary shares offered equals zero. Data reflects IPOs priced LTM as of above reference date. # FOs w/ Secondary Shares # of Total FOs See Equity Boiler Updated GMM See Equity Boiler Updated GMM Support File - Dealogic Updated GMM Equity Capital Markets Review 10

14 7 th in Market Capitalization Canadian Markets… TSX & TSXV Global Leaders 8 th in Equity Financing *S&P is a trademark owned by Standard & Poor’s Financial Services LLC As at December

15 Global Exchange Leader for New Listings in 2010 TSX/TSXVLSE/AIM NYSE/AMEX Euronext (US) NasdaqASX Hong Kong Exchanges Number of Issuers Listed 3,6702,9662,3172,7781,9991,413 Quoted Market Value (US$ Billions) 2, , ,394.13,889.41,454.52,711.3 New Listings Equity Capital Raised (US$ Billions) * Value Traded (US$ Billions) 1,383.62, , ,659.21,062.61,496.4 Broad Stock Market Indexes (%Change over Dec ) 14.5%11.0%10.8%16.9%-0.7%7.2% *NASDAQ Information does not include secondary financings Source: Exchange Websites, World Federation of Exchanges, (TMX analysis of public information)

16 Listed Issuers Span the Spectrum Market Capitalization Distribution of Listed Issuers Source: Capital IQ, TSX and TSXV Market Intelligence Group As at March for the US Exchanges and as at February for TSX and TSXV

17 Average amount raised during IPO (2010) U.S. markets: US $252.9 million TSX: US $89.9 million TSX Venture:US $6.6 million Source: Hoovers IPO Central Canadian equity marketplace is ideal for small to mid-cap IPOs Total IPOs in Canada and U.S.

18 Access to Capital *TSX Venture Exchange commenced operations on November Toronto Stock Exchange and TSX Venture Exchange Total Financings (C$Billions) 1999 – 2010

19 TMX Group Serves Companies at all Stages of Growth Market Capitalization Toronto Stock Exchange and TSX Venture Exchange Unique feeder system 491 graduates + 97 M&A* *From January 1, 2000 – December 31, Toronto Stock Exchange issuer base: 1,516 issuers, ~$2.2 trillion market cap TSX Venture Exchange issuer base (excludes NEX): 2,154 issuers, ~$71.5 billion market cap As at December 31, Issuers 612 Issuers 476 Issuers 1847 Issuers Issuers

20 International Companies Choose to List on TSX and TSXV Total International Listings as at December 31, 2010 = 318 TSX = 176 listings, QMV=$180.5 B TSXV = 142 listings, QMV= $6.6 B Total International Listings as at December 31, 2010 = 318 TSX = 176 listings, QMV=$180.5 B TSXV = 142 listings, QMV= $6.6 B TSX and TSXV International Listings by Country/Region TSX and TSXV International Listings by Sector Other includes Bermuda, BVI, British West Indies, Cayman Islands, Channel Islands, Dubai, Guernsey, Israel, Trinidad

21 U.S. Based Companies by Numbers & Sector 155 US Companies TSX (80) TSXV (75) $95B Market Cap $3.0B Raised Through 122 Financings in New US Companies Listed in 2010 Total U.S. Listings as at February = 155 TSX = 80 listings, QMV=$92.4B TSXV = 75 listings, QMV= $2.8B Total U.S. Listings as at February = 155 TSX = 80 listings, QMV=$92.4B TSXV = 75 listings, QMV= $2.8B

$255 M raised $151 M raised $223 M raised $707 M raised $1.8 B raised $2.8 B raised U.S. Based Listed Company Financings *Companies that are headquartered in the US TSX Venture Exchange is a global benchmark of excellence for junior public equities and along with Toronto Stock Exchange forms a first-rate tiered system for the growth of emerging public companies.

23 International Investment Community Trades on Toronto Stock Exchange 25 International Brokers including: Barclays Capital Citigroup CSFB Deutsche Bank Goldman Sachs HSBC JP Morgan Macquarie Capital Markets Merrill Lynch Morgan Stanley Raymond James Thomas Weisel State Street UBS 80 Canadian Brokers including: BMO Nesbitt Burns Canaccord Genuity CIBC World Markets GMP Securities RBC Capital Markets Scotia Capital Markets TD Securities National Bank Financial ~40% of daily trading originates from International brokers Volume CAGR 9% Transactions CAGR 29% Toronto Stock Exchange Volume and Transactions ( )

24 performers companies with annual returns greater than 50% , TSX & TSX Venture 24

Coming Up Next… ACG Core Track (Elizabeth G) 10:00 – 11:00 a.m. The Sell Side Process: Tactics for a Changing Game 11:15 a.m. – Noon Lower Middle Market Update 2:00 – 3:00 p.m. Strategies for Add-On Acquisitions Noon – 1:45 p.m. Lunch & Keynote with General Stanley McChrystal (Ret) Sponsored by Fifth Street Capital (Elizabeth Ballroom)