FNV: TSX | NYSE 65 Alignment: Directors & Shareholders Minimum Equity Investment With a view of aligning the interests of directors with those of our shareholders, each of our non-employee directors is required to hold a minimum equity investment in Franco-Nevada equivalent in value to three times their annual retainer in the form of our common shares and/or Deferred Share Units (“DSUs”) held pursuant to the DSU Plan. Each director has a period of three years from the date of his/her first election by shareholders or appointment by the Board, as applicable, to satisfy the minimum equity investment requirement. The value of the equity investment of a director at any time will be based on the current market value of the common shares, and of the DSUs under the DSU Plan. Based on the annual retainer for fiscal 2021, the minimum equity investment is C$135,000. Our directors are in full compliance of such minimum equity investment requirements with substantial ownership stakes in our company. Independence An independent Board is comprised of directors who have no direct or indirect relationships with a company that could reasonably interfere with the exercise of the directors’ independent judgement. This will avoid potential conflicts of interest and enable a board of directors to consider the best interests of its shareholders. Our Board has concluded that eight directors (Dr. Farrow, Ms. Jensen, Ms. Maki and Messrs. Albanese, Evans, Gignac, Oliphant, and Pew) are “independent” for purposes of Board membership, as provided in NI 58-101 and by NYSE corporate governance standards, and therefore all of the directors are “independent” other than Messrs. Harquail and Brink, by virtue of their positions as former CEO and President & CEO, respectively. As a matter of best practices, our Board created the position of Lead Independent Director and appointed Mr. Evans in this role to serve while Mr. Harquail is not independent. Our Board has also considered the independence of its directors more generally and whether they are “related” or “affiliated” as defined by various governance ratings agencies and confirms its view that Dr. Farrow, Ms. Jensen, Ms. Maki and Messrs. Albanese, Evans, Gignac, Oliphant, and Pew are not “related” or “affiliated” with our company in such a way as to affect their exercise of independent judgment. Governance & Integrity (continued) “With a view of aligning the interests of directors with those of our shareholders, each of our non-employee directors is required to hold a minimum equity investment in Franco-Nevada...” Board member Jennifer Maki and executive Jason O’Connell attending past Annual General Meeting Governance