EX-99.2 3 fnv-20250509xex99d2.htm EX-99.2 _

Exhibit 99.2

FRANCO-NEVADA CORPORATION

Report of Voting Results

This report is being filed pursuant to section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations and discloses the voting results for each matter voted upon at the annual and special meeting of shareholders of Franco-Nevada Corporation held on May 8, 2025 (the “Meeting”). The total number of shares voted was 158,511,917 or 82.31% of the total issued and outstanding shares of the Corporation.

Description of Matter

   

Outcome of Vote

Resolution to elect directors, as proposed in the management information circular for the Meeting.

Each of the ten nominees was elected to hold office until the next annual meeting of the shareholders or until his or her successor is elected or appointed. The report on ballot confirmed shareholders voted as follows:

Nominee

Votes For

% For

Votes Against

% Against

David Harquail

148,559,616

97.47%

3,861,770

2.53%

Paul Brink

152,098,450

99.79%

322,937

0.21%

Tom Albanese

148,342,137

97.32%

4,079,249

2.68%

Hugo Dryland

152,357,166

99.96%

64,224

0.04%

Derek W. Evans

137,860,506

90.45%

14,560,878

9.55%

Dr. Catharine Farrow

151,539,889

99.42%

881,498

0.58%

Maureen Jensen

151,188,943

99.19%

1,232,443

0.81%

Jennifer Maki

151,741,349

99.55%

680,037

0.45%

Daniel Malchuk

152,341,370

99.95%

80,018

0.05%

Jacques Perron

149,878,477

98.33%

2,542,910

1.67%

Resolution to appoint auditors and to authorize the directors to fix the remuneration thereof, as proposed in the management information circular for the Meeting.

PricewaterhouseCoopers LLP were reappointed to the office of auditors until the next annual meeting and the directors were authorized to fix the remuneration of the auditors. The report on ballot confirmed shareholders voted as follows: “for” 155,195,527 (97.91%) and “withheld” 3,316,389 (2.09%).

“Say-on-Pay” advisory resolution regarding the Corporation’s approach to executive compensation, as proposed in the management information circular for the Meeting.

The Corporation’s approach to executive compensation was accepted. On the advisory resolution, the report on ballot confirmed shareholders voted as follows: “for” 149,273,988 (97.94%) and “against” 3,147,394 (2.06%).

DATED as of this 9th day of May, 2025.

FRANCO-NEVADA CORPORATION

/s/ Lloyd Hong

Name: Lloyd Hong

Title: Chief Legal Officer & Corporate Secretary