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Notice of Annual and Special Meeting of Shareholders and Management Information Circular Notice of Annual and Special Meeting of Shareholders and Management Information Circular Our Annual and Special Meeting of the holders of common shares will be held at 3:00 p.m. (Local Time) on May 3rd, 2018 at the Fairmont The Queen Elizabeth. Shareholders may exercise their rights by attending the meeting or by completing a form of proxy. YOUR VOTE AS A SHAREHOLDER IS IMPORTANT. VOTE TODAY. These materials are important and require your immediate attention. If you have questions or require assistance with voting your shares, you may contact Osisko’s proxy solicitation agent: Laurel Hill Advisory Group North American Toll-Free Number: 1-877-452-7184 Collect Calls Outside North America: 416-304-0211 Email: [email protected] March 21, 2018 Dear Fellow Shareholder: Since the creation of Osisko Gold Royalties in 2014, our team has been focused on building our asset base to complement our initial cornerstone 5% net smelter return royalty on Canada’s leading gold operation, the Canadian Malartic Mine. Since then, we have completed two transformational transactions: the acquisition of Virginia Mines Inc. in 2015 and in 2017, the acquisition of 74 royalties, stream and offtake assets from Orion Mine Finance Group. After 45 months, we are proud to have built up our asset base from 7 royalties to 131 royalties, streams and offtakes, increased our annual cash flow (excluding transaction costs) by over 300% and built a rare, Canadian focused business with the highest growth amongst its peers. During that time, we have also strived to innovate on the traditional royalty business model through the creation of the Osisko Accelerator business, whereby we make early stage royalty and equity investments in a number of publicly traded development companies that are pursuing the discovery and development of new orebodies and which we anticipate will become Canada’s next generation of gold mines. Many of these companies are under the leadership of the members of our team that discovered, built and operated Canadian Malartic until its sale in 2014. With the Accelerator business, we have positioned Osisko Gold Royalties so that it benefits from returns on its equity portfolio, but also through initial royalty investments and ultimately larger streaming interests on these assets. Since mid-2014 to December 31, 2017, our asset base has increased by 1,229%, and our market capitalization by 206%. As of the end of February 2018, we have also returned $55.1 million in dividends to our shareholders and acquired 663,990 shares in the open market for cancellation, thereby returning a total of $63.3 million to our shareholders. We believe that we are well positioned to acquire further royalties and streams, and that our portfolio will generate great returns as the development and ramp up of mines on which we have royalty and streaming assets reach their full operational stage. We believe this evolution within our asset base will translate into a much higher share price. We are pleased to invite you to join us at our annual and special shareholders’ meeting, which will be held on May 3, 2018 in Montréal, Québec. At this meeting, we will provide you an update on our activities and our progress on the execution of our corporate strategy that has been approved by your Board of Directors. During the meeting, we will ask you to approve the resolutions put forward by your Board of Directors and Management, including: 1. The election of 10 candidates to our Board of Directors; 2. The appointment of PricewaterhouseCoopers LLP as the Corporation’s independent auditor for 2018; 3. The re-approval of our Employee Share Purchase Plan; 4. The approval of amendments to our Stock Option Plan to reduce the number of shares available under the plan to 5% of the Corporation’s common shares issued and outstanding; 5. The approval of the amended Restricted Share Unit Plan to allow for the settlement in common shares at the Company’s discretion to reserve 2% of common shares issued and outstanding for the plan; 6. We will also ask you to confirm our approach to our Executive Compensation Program, which has been established to attract and retain a team to execute our value creation strategy and deliver returns in a highly competitive market. Our Board of Directors has decided to reduce the size of the Board, which was expanded last year following the successful completion of the Orion Mine Finance Group transaction. Consequently, Messrs. Victor H. Bradley and Jacques Perron have decided not to stand for re-election. We are very grateful for their outstanding contribution to the growth of our Company. The management information circular provides you with background information on the matters that will be addressed at the meeting. Your participation is important to us. In the event you cannot attend, we urge you to express your support by voting on the various proposals that we will be putting forward at our annual and special meeting, using your proxy in advance of the meeting. We will also be pleased to respond to your comments or queries, which can be forwarded at any time to me directly ([email protected]) or to our Investor Relations Group ([email protected]). We thank you for your ongoing support and confidence as we continue to build shareholder value at Osisko Gold Royalties Ltd. Respectfully, Sean Roosen Chair of the Board of Directors and Chief Executive Officer 1100, avenue des Canadiens-de-Montréal, suite 300, Montréal, Québec, Canada H3B 2S2 Telephone (514) 940-0670 - Fax (514) 940-0669 www.osiskogr.com TABLE OF CONTENTS NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS ............................................................................................. 5 MANAGEMENT INFORMATION CIRCULAR ........................................................................................................................................ 6 PROXY MATTERS AND VOTING INFORMATION ............................................................................................................................... 6 VOTING SECURITIES ........................................................................................................................................................................... 8 PRINCIPAL HOLDER OF VOTING SECURITIES ................................................................................................................................. 8 INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON ................................................................................. 9 FINANCIAL STATEMENTS .................................................................................................................................................................... 9 ELECTION OF DIRECTORS ................................................................................................................................................................. 9 2017 BOARD AND COMMITTEE ATTENDANCE RECORD ............................................................................................................... 21 DIRECTOR COMPENSATION ............................................................................................................................................................. 22 RETAINER, ATTENDANCE FEES AND SHARE-BASED REMUNERATION ............................................................................. 22 DIRECTOR COMPENSATION TABLE ........................................................................................................................................ 25 STATEMENT OF EXECUTIVE COMPENSATION .............................................................................................................................. 29 COMPENSATION GOVERNANCE .............................................................................................................................................. 29 COMPENSATION DISCUSSION AND ANALYSIS ...................................................................................................................... 31 PERFORMANCE GRAPH .................................................................................................................................................................... 59 EXECUTIVE COMPENSATION ........................................................................................................................................................... 60 PENSION PLAN BENEFITS ................................................................................................................................................................ 71 TERMINATION AND CHANGE OF CONTROL BENEFITS ................................................................................................................. 71 SECURITIES OWNERSHIP ................................................................................................................................................................. 74 STATEMENT OF CORPORATE GOVERNANCE PRACTICES .......................................................................................................... 75 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS .......................................................................................... 95 INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS ................................................................. 95 LIABILITY INSURANCE ......................................................................................................................................................................
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