SHAREHOLDER ALIGNMENT 25 Message from our CEO 1.0% How we engage with our shareholders Key topics of interest in 2023 G&A AS % • Investor and industry conferences • Diversity and inclusion (see pages 28-30) Report Highlights 0.8% OF MARKET • Shareholder meetings, including • Climate-related risks and opportunities (see Appendix C) CAPITALIZATION say-on-pay voting • Biodiversity and nature (see pages 14-16) About Franco-Nevada 0.6% • Quarterly earnings conference calls • Scope 3 emission reporting (see pages 36-41) • Analyst days • ESG-related performance of investments (see pages 8-16) Responsible 0.4% • Investor relations correspondence • Capital allocation strategy (including commodity and jurisdiction) Capital Allocation (see page 4) • Emails, calls and meetings • Cybersecurity (see page 26) Community 0.2% • ESG considerations in executive compensation (see page 57) Contributions • Transparency and ESG reporting frameworks 0.0% (see Appendices C through E) ‘08 ‘09 ‘10 ‘11 ‘12 ‘13 ‘14 ‘15 ‘16 ‘17 ‘18 ‘19 ‘20 ‘21 ‘22 ‘23 Good Governance and Shareholder Alignment We take pride in our culture of company deferred share units. Management and Clawback The clawback policy is consistent with ownership, with management and the Board our directors are in full compliance of such Our executives have each agreed to a clawback individual clawback agreements already Corporate Governance holding over C$200 million of equity and minimum equity investment requirements of their incentive compensation if our financial entered by all of the executives. Integrity and Compliance having the lowest G&A among our peers. with substantial ownership stakes in statements are required to be restated due This shareholder alignment flows through our company. to the fraudulent behaviour or other intentional Communication and Collaboration Shareholder Alignment the entire organization with junior employees misconduct of such executive officers or they In 2010, our Board adopted a policy Cyber and Technological receiving stock option grants after having Independence are found to have engaged in intentional, entitled Board of Directors’ Engagement Security a minimum tenure at the company. An independent board is comprised of directors egregious misconduct whether or not with Shareholders on Governance Matters. who have no direct or indirect relationships Franco-Nevada’s financial statements are The policy provides that it is important to Diversity, Inclusion Minimum Equity Investments with a company that could reasonably interfere required to be restated. In each case, they have regular and constructive engagement and Well-Being Each of our executive officers is required with the exercise of the directors’ independent have agreed to reimburse Franco-Nevada for, directly with our shareholders to allow and to hold a minimum equity investment in judgement. This avoids potential conflicts or forfeit, as applicable, any entitlement to any encourage shareholders to express their Climate Action Franco-Nevada equivalent in value to a of interest and enables a board of directors bonus or other incentive-based or equity-based views on governance matters directly to multiple (currently five times for our CEO to consider the best interests of its compensation received by them during the our Board outside of our annual meetings. Transparency and and three times for our other executive shareholders. Our Board has concluded 12-month period following the issuance/filing We recognize that shareholder engagement Guiding Principles officers) of such executive officer’s then that all of our directors are “independent” of the financial statements required to be is an evolving practice in Canada and globally current base salary, depending on such other than David Harquail and Paul Brink, restated or during the 12-month period prior and our Board reviews its shareholder executive officer’s level of responsibility. by virtue of their positions as former CEO to when the Board became aware of the engagement policy annually to ensure that About this ESG Report The requirement is to be satisfied in the and current President & CEO, respectively. misconduct, as applicable. it is effective in achieving its objectives. form of our common shares and restricted The Chair and President & CEO roles are Appendices share units. Our non-employee directors are separated and, as a matter of best practices, In November 2023, the company also adopted We regularly engaged with our shareholders required to hold minimum equity investments our Board created the position of Lead a clawback policy which is compliant with during 2023. The table above describes some in Franco-Nevada equivalent in value to three Independent Director, which role is currently new Securities and Exchange Commission examples of how we engaged with, and the times their annual retainers (currently the held by Tom Albanese. requirements and which provides for key topics of interest from, shareholders minimum equity investment is C$135,000) the company to take steps to recover and the broader investment community. in the form of our common shares and/or compensation in certain circumstances.