6 6 BUSINESS OF THE MEETING Item 1 – Financial Statements The audited consolidated financial statements of the Corporation for the year ended December 31, 2021 and the auditors’ report thereon will be placed before the shareholders at the Meeting. The audited consolidated financial statements are available from the Corporation upon requ est or they can be found on SEDAR at www.sedar.com, on EDGAR at www.sec.gov and on the Corporation’s website at www.franco-nevada.com. Item 2 – Election of Directors At the Meeting, it is proposed that ten dire ctors be elected to the board of directors of the Corporation (the “ B B o a r d ”). Each director’s term of office will expire at the next annual meeting of shareholders of the Corporation or when his or her successor is duly elected or appointed, unless his or her term ends earlier in accordance with the articles or by- laws of the Corporation, he or she resigns fr om office or becomes disqualified to act as a director of the Corporation. For further information on the director nominees, director co mpensation and our corporate governance practices, please refe r to pages 10 to 45 of this Circular. Unless the shareholder has specified in the enclosed form of proxy that the common shares represented by such proxy are to be withheld from voting in the election of directors, the persons named in the enclosed form of proxy intend to vote F O R the election of the nominees whose names are set forth below. The Board has adopted a policy on majority voting. If, with respect to any particular nominee, such nominee is not elected by a majority (50% + 1 vote) of the votes cast with respect to his or her election, then for purposes of the policy the nominee shall be considered not to have received the support of the shareholders, even though duly elected as a matter of corporate law. A pers on elected as a director who is considered under this test not to have received the support of the shareholders must immediately submit to the Board his or her resignation, to take effect upon acceptance by the Board. The Board will refer the resignation to the Compensation and ESG Committee (the “ C E S G C ”) for consideration. A nominee who tenders a resignation pursuant to the policy will not participate in any meeting of the Board or the CESGC at which the resignation is considered. The Board will prom ptly accept the resignation unless the CESGC determines that there are exceptional circumstances (for example, relating to the composition of the Board or the voting results) that should delay the acceptance of the resignation or justify rejecting it. In any event, it is expected that the resignation will be accepted (or in rare cases rejected) and the Board will promptly announce its decision in a press release within 90 days of the meeting, including reasons for rejecting the resignation, if applicable. This policy does not apply to a contested meeting.