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 9, 2017 (the “Meeting”). The total number of shares voted was 92,014,253 or 51.55% of the total issued and outstanding shares of the Corporation.
Description of Matter |
| Outcome of Vote | ||||
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Resolution to elect directors, as proposed in the management information circular for the Meeting. |
| Each of the nine nominees was elected to hold office until the next annual meeting of the shareholders or until his or her successor is elected or appointed. This vote was conducted by a show of hands. The report on proxies indicated: | ||||
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| Nominee | Votes For | % For | Votes | % |
| Pierre Lassonde | 81,938,822 | 97.33% | 2,245,884 | 2.67% | |
| David Harquail | 83,993,055 | 99.77% | 191,651 | 0.23% | |
| Tom Albanese | 83,308,321 | 98.96% | 876,385 | 1.04% | |
| Derek W. Evans | 84,000,366 | 99.78% | 184,340 | 0.22% | |
| Graham Farquharson | 83,578,810 | 99.28% | 605,896 | 0.72% | |
| Dr. Catharine Farrow | 83,622,349 | 99.33% | 562,357 | 0.67% | |
| Louis Gignac | 83,671,419 | 99.39% | 513,287 | 0.61% | |
| Randall Oliphant | 82,680,963 | 98.21% | 1,503,743 | 1.79% | |
| The Hon. David R. Peterson | 81,970,991 | 97.37% | 2,213,715 | 2.63% | |
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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. This vote was conducted by a show of hands. The report on proxies indicated “for” 91,791,939 (99.77%) and “withheld” 215,958 (0.23%). | ||||
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“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. This advisory vote was conducted by a show of hands. The report on proxies indicated “for” 75,402,453 (89.57%) and “against” 8,782,247 (10.43%). | ||||
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| DATED as of this 10th day of May, 2017. |
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| FRANCO-NEVADA CORPORATION |
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| /s/ Lloyd Hong |
| Name: Lloyd Hong |
| Title: Chief Legal Officer & Corporate Secretary |