Message FNV: TSX | NYSE from our CEO Governance ESG Ratings Governance & Integrity (continued) Franco-Nevada Code of Business Conduct and Ethics Our Board has adopted a written Code of Business Conduct and Ethics (the “Code”) for our directors, officers and employees. The Code reflects our core values of honesty, responsibility and fairness and addresses the following matters: compliance with laws, rules and regulations; conflicts of interest; confidentiality; corporate opportunities; Making Responsible protection and proper use of corporate assets; competition and fair dealing; gifts and entertainment; payments to government personnel; non-discrimination, Investments anti-harassment and equal opportunity; health and safety; accuracy of company records and reporting; use of e-mail and internet services; loans to or guarantees of obligations of our personnel; and reporting of any illegal or unethical behaviour. Guiding Principles With respect to the issue of conflicts of interest in particular, our officers, directors or other insiders may hold senior positions with other entities, including entities involved in the resource industry or may otherwise be involved in transactions within the resource industry and may develop other interests outside Franco-Nevada. In the event that any such conflict of interest arises (or could potentially arise) for a director, such director will be required to disclose the conflict in a meeting of our directors and abstain from voting for or against the approval of such participation or such terms. In the event that any such conflict of interest arises (or could potentially arise) for one Operators of our officers or other insiders, such person will be required to disclose the conflict to our Chief Legal Officer and abstain from participating in any discussions related to such matter and our Board will be apprised of such conflict. In appropriate cases, we will establish a special committee of independent directors to review a matter in which several of our directors, or management, may have a conflict. Approach to If the conflict of interest involves a related party transaction (as defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions), Climate Change our CESGC is tasked to review the transaction (provided that the conflict is not required to be dealt with by a special committee of independent directors), make recommendations to the Board of Directors for the approval of such transactions, and approve any procedures or measures to be adopted in connection therewith. Any member of the CESGC who is a party to or has a potential conflict of interest in the proposed transaction, or who has a material interest in or is party to the transaction, must Contributions abstain from any vote on that transaction. Any member of the CESGC who is a non-independent director must also abstain from voting on the proposed transaction. Any decision made by any of such directors involving Franco-Nevada will be required to be made in accordance with their duties and obligations to deal honestly and in good faith with a view to the best interests of Franco-Nevada and our shareholders. Employees Although our Audit and Risk Committee has ultimate oversight over the Code, our CESGC monitors compliance with the Code and is responsible for granting any waivers from the application of the Code and reviews management’s monitoring of compliance Governance with the Code. To date, no such waivers have been granted. Under the Code, our personnel are expected to talk to supervisors, managers or other appropriate personnel, including our Chief Legal Officer, about observed illegal or unethical behaviour and when in doubt about the best course of action in a particular situation. Our Chief Legal Officer is tasked with coordinating training on the substance of the Code for all our personnel when appropriate and at least once annually. All of our personnel About this are required to co-operate in internal investigations of misconduct. In situations where such personnel prefer to place an ESG Report anonymous report in confidence, they are encouraged to use the Franco-Nevada Compliance Line, hosted by a third-party hotline provider, Navex Global EthicsPoint. Franco-Nevada Board and management team on-site in Oklahoma in 2018 Appendices 67