Osisko Gold Royalties Ltd

The Environmental and Sustainability Committee oversees environmental, social, and select governance issues, including climate change risk and reviews ESG and climate-related strategies, policies, practices, and Osisko's sustainability disclosures. [...] The Senior Executive Team collectively manages ESG performance, with additional oversight provided by the ESG Management Committee, originally established in 2022. In 2023, to enhance our sustainability initiatives, we appointed a Vice President of Sustainability and Communications, responsible for overseeing and directing initiatives that integrate ESG principles into Osisko's operations. [...] In 2023, we also established an Anti-Bribery, Anti-Corruption, and Anti-Money Laundering Policy, not in response to any specific issues, but as a matter of good practice and good governance. The implementation of the policy is overseen by the Audit and Risk Committee and addresses areas such as business expenditures, political and charitable contributions, and anti-bribery due diligence of potential investments, with mandatory training for all employees, officers, and directors. [...] The Board, particularly the Environmental and Sustainability Committee, regularly monitors potential sustainability issues, and stays informed on any emerging risks through regular updates from the Senior Executive Team.

As discussed in more detail in the Corporate Governance section, Osisko's Board bears ultimate responsibility over the Corporation's climate-related matters. The Audit and Risk Committee and the Environmental and Sustainability Committee of the Board both oversee climate-related factors and/or risks. Material ESG risks are identified by our Enterprise Risk Assessment and are escalated to the Board via the Audit and Risk Committee. The Senior Executive Team is responsible for the Corporation's day-to-day operations, including the management of financial risks, and Enterprise Risk Assessment. The Environmental and Sustainability Committee oversees environmental, sustainable, and corporate responsibility, including climate change, and reviews our Climate Change Strategy, practices, and disclosure in this area. [...] The Senior Executive Team has a shared responsibility for implementing the policies set by the Board and achieving ESG performance objectives. The ESG Management Committee provides further oversight of sustainability topics, including climate change. The Vice President, Sustainability and Communications is responsible for managing sustainability-related issues and initiatives, with support provided by the ESG Management Committee.

The Environmental and Sustainability Committee oversees environmental, social, and select governance issues, including climate change risk and reviews ESG and climate-related strategies, policies, practices, and Osisko's sustainability disclosures. [...] The Senior Executive Team collectively manages ESG performance, with additional oversight provided by the ESG Management Committee, originally established in 2022. In 2023, to enhance our sustainability initiatives, we appointed a Vice President of Sustainability and Communications, responsible for overseeing and directing initiatives that integrate ESG principles into Osisko's operations. [...] In 2023, we also established an Anti-Bribery, Anti-Corruption, and Anti-Money Laundering Policy, not in response to any specific issues, but as a matter of good practice and good governance. The implementation of the policy is overseen by the Audit and Risk Committee and addresses areas such as business expenditures, political and charitable contributions, and anti-bribery due diligence of potential investments, with mandatory training for all employees, officers, and directors. [...] The Audit and Risk Committee of the Board is responsible for risk oversight, including reviewing Osisko's Enterprise Risk Assessment ("ERA"). Our ERA is reviewed in detail on an annual basis by management and updated quarterly to assess whether the activities and developments have had an impact on the Risk Management Scorecard prepared during the annual review before being presented to the Audit and Risk Committee. [...] Osisko's Board and its Committees exercise oversight over climate change risks and opportunities through multiple avenues. As discussed in more detail in the Corporate Governance section, Osisko's Board bears ultimate responsibility over the Corporation's climate-related matters. The Audit and Risk Committee and the Environmental and Sustainability Committee of the Board both oversee climate-related factors and/or risks. Material ESG risks are identified by our Enterprise Risk Assessment and are escalated to the Board via the Audit and Risk Committee. The Senior Executive Team is responsible for the Corporation's day-to-day operations, including the management of financial risks, and Enterprise Risk Assessment. The Environmental and Sustainability Committee oversees environmental, social and certain governance matters including climate change risk and reviews our Climate Change Strategy and Policy, practices and disclosure in this area.

Osisko's due diligence process may also include engagement with local community leaders, regional or federal government authorities, other key stakeholders, and our mining partner's management team, as well as site visits to the project by Osisko and third-party consultants. We have also elevated the oversight of our ESG due diligence and separately present these issues to the Environmental and Sustainability Committee of our Board. Both before and after making an investment, ESG issues are continuously monitored and any new or heightened risks are highlighted to the Environmental and Sustainability Committee as part of its mandate. [...] When making new investments, Osisko will also look to include certain provisions in its royalty and stream agreements ("Agreements") providing for access to information from our mining partners as well as to mitigate risks, including ESG risks. These provisions may include, but are not limited to: Operating Covenants: Our Agreements typically contain certain operating covenants designed to ensure that our mining partners are conducting their operations in accordance with applicable law and international best practices, including certain ESG standards. We may also ask our mining partners to confirm their compliance with these covenants on a regular basis. Reporting Obligations: Our Agreements typically contain reporting obligations including the delivery of monthly and annual reports, updated mineral reserve and resource estimates, updated mine plans, detailed production forecasts, compliance with certain third-party standards and other documentation. Additionally, our mining partners are typically obliged to report any material adverse Audit & Inspection Rights: Our Agreements typically contain rights for Osisko to audit the books and records of our mining partners, as well as rights to access and inspect the operations in which we have an investment. These provisions allow us to confirm our mining partners are in full compliance with our Agreements, including required ESG standards. We endeavour to visit the operations in which we have an investment at least once every three years, and more frequently for our key investments. Transfer Restrictions: Our Agreements may contain certain restrictions on the sale or transfer of the operation. Our mining partners may be required to obtain Osisko's consent prior to the transfer, or may set out certain conditions in which such transfer is permissible. Such restrictions are intended to ensure we continue to be partnered with prudent and capable third-party mining companies, including mining companies with acceptable ESG standards and track records. Termination Rights & Remedies: Our Agreements typically contain rights for Osisko to terminate the agreement in certain circumstances and recover specific remedies. We also may have security arrangements in place to secure our investment in the operation and enable us to exert influence over our mining partners in the event of insolvency or bankruptcy. These provisions act to provide us with flexibility and control to exit unsuitable.

The Board adopted a Lobbying Policy to provide a framework to such employees who are authorized to act on behalf of the Corporation to communicate with public officials. They are therefore held accountable for conducting activities in a transparent and ethical manner and complying with the Lobbying Policy. [...] In November 2023, the Board adopted a Lobbying Policy to provide to provide a framework to such employees who are authorized to act on behalf of the Corporation to communicate with public officials. They are therefore held accountable for conducting activities in a transparent and ethical manner and complying with the Lobbying Policy. [...] The purpose of this Lobbying Policy is to facilitate the Corporation's and its In-house representatives' compliance with lobbying laws everywhere the Corporation operates, and to enable the accurate, complete and timely tracking of the Corporation's or its in-house representatives' trackable contact with public officials.

The Board adopted a Lobbying Policy to provide a framework to such employees who are authorized to act on behalf of the Corporation to communicate with public officials. They are therefore held accountable for conducting activities in a transparent and ethical manner and complying with the Lobbying Policy. [...] The purpose of this Lobbying Policy is to facilitate the Corporation's and its In-house representatives' compliance with lobbying laws everywhere the Corporation operates, and to enable the accurate, complete and timely tracking of the Corporation's or its in-house representatives' trackable contact with public officials. [...] A copy of the Lobbying Policy is available on the Corporation's website at: https://osiskogr.com/en/governance-2/policies/.

As discussed in more detail in the Corporate Governance section, Osisko's Board bears ultimate responsibility over the Corporation's climate-related matters. The Audit and Risk Committee and the Environmental and Sustainability Committee of the Board both oversee climate-related factors and/or risks. Material ESG risks are identified by our Enterprise Risk Assessment and are escalated to the Board via the Audit and Risk Committee. The Senior Executive Team is responsible for the Corporation's day-to-day operations, including the management of financial risks, and Enterprise Risk Assessment. The Environmental and Sustainability Committee oversees environmental, sustainable, and corporate responsibility, including climate change, and reviews our Climate Change Strategy, practices, and disclosure in this area. [...] The Senior Executive Team has a shared responsibility for implementing the policies set by the Board and achieving ESG performance objectives. The ESG Management Committee provides further oversight of sustainability topics, including climate change. The Vice President, Sustainability and Communications is responsible for managing sustainability-related issues and initiatives, with support provided by the ESG Management Committee.