FNV: TSX | NYSE 66 Alignment: Management & Shareholders Minimum Equity Investment With a view to aligning the interests of executive officers with those of our shareholders, each of our executive officers is required to hold a minimum equity investment in Franco-Nevada equivalent in value to a multiple of such executive officer’s then current base salary, depending on such executive officer’s level of responsibility. The requirement is to be satisfied in the form of our common shares and Restricted Share Units (“RSU”). Each executive officer has a period of three years from the date on which he/she commenced employment as an executive officer, to satisfy the minimum equity investment requirement. For the purpose of determining the value of the equity investment of an executive officer at any time, the value of common shares and RSUs held by such executive officer will be based on the current market value of the common shares held and of the RSUs. Each of our executives are in full compliance of such minimum equity investment requirements with substantial ownership stakes in our company. Clawback Our Named Executive Officers have each agreed to a clawback of their incentive compensation if our financial statements are required to be restated due to the fraudulent behaviour or other intentional misconduct of such executive officers or they are found to have engaged in intentional, egregious misconduct whether or not Franco-Nevada’s financial statements are required to be restated. In each case, they have agreed to reimburse Franco-Nevada for, or forfeit, as applicable, any entitlement to any bonus or other incentive-based or equity-based compensation received by them during the 12-month period following the issuance/filing of the financial statements required to be restated or during the 12-month period prior to when the Board became aware of the misconduct, as applicable. “The Code of Business Conduct and Ethics reflects our core values of honesty, responsibility and fairness.” Governance & Integrity (continued) Governance Annual General Meeting in 2019