🧾 What This Document Is

This is a 6-K filing from Franco-Nevada Corporation (FNV), a report foreign companies file with the SEC. Think of it as a current report sharing major company news with investors.

It has two big parts:

1. A shareholder letter reviewing 2025's performance and outlining the future.
2. A notice and details for the upcoming Annual Meeting on May 12, 2026, where shareholders will vote on directors, auditors, and executive pay.

👉 Why it matters: It's a direct update from management to owners. It tells you how the company did, what big decisions are coming, and signals where leadership is focused.

🏢 What The Company Does

In simple terms, Franco-Nevada is a specialized investor in mines and energy projects, but it doesn't run them itself.

It's a "royalty and streaming" company. Instead of digging itself, it provides upfront cash to mining companies. In return, Franco-Nevada gets a percentage of the future revenue (a royalty) or the right to buy a portion of the metal produced at a fixed, discounted price (a stream).

👉 Why it matters: This is a lower-risk way to invest in commodities. Franco-Nevada gets exposure to rising gold and copper prices without dealing with the high costs and operational headaches of running a mine.

🚀 Record Performance & Key Moves in 2025

2025 was a stellar year, fueled by strong production and higher gold prices.

• Record Results: Achieved record revenues, cash flows, and earnings.
• Portfolio Growth: Executed US$1.8 billion in acquisitions, adding royalties on high-quality, long-life assets like the Côté Gold mine (set to be Canada's 3rd largest) and the Arthur Gold project in Nevada.
• Financing Success: Provided key financing packages to companies like G Mining Ventures and Discovery Silver, which have since significantly outperformed their peers.
• Dividend Increase: A 16% dividend increase in January 2026, marking the 19th consecutive annual increase.

👉 Why it matters: This proves their business model works. They invest in strong projects run by good teams, and when those projects succeed, Franco-Nevada shareholders win. The consistent dividend growth is a major draw for income-focused investors.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Outstanding Track Record: Share price up 1,414% since its 2007 IPO, with ~17% annual returns, beating major indices.
• Fortress Balance Sheet: Finished 2025 with no debt and US$3.1 billion in available capital.
• Strong Outlook: Expects to generate approximately US$2.0 billion in operating cash flow in 2026 at current prices, fueling more growth.

⚠️ Key Risks & Watchpoints:

• Cobre Panamá Mine: This major asset remains shuttered. A government environmental review is due soon, and a decision is expected by summer 2026. Its restart would add ~30% to Franco-Nevada's growth outlook.
• Commodity Cycles: While benefiting now, the company's fortunes are tied to gold and copper prices, which can be volatile.
• Execution Risk: Continued success depends on finding more high-quality investment opportunities and the performance of its mining partners.

👥 Leadership Transition

A significant change is underway at the top.

• Founder Steps Down: David Harquail, a founder and CEO since the 2007 IPO, will retire and not stand for re-election at the annual meeting. He will be appointed Chair Emeritus.
• New Chair Appointed: The board intends to appoint Tom Albanese as the new independent, non-executive Chair. He is the former CEO of Rio Tinto and Vedanta Resources and has been the Lead Independent Director at Franco-Nevada.

👉 Why it matters: This is a major succession event for any company. The smooth transition to an experienced industry veteran like Albanese is designed to reassure investors of continued stability and strong governance.

📅 Key Dates & Actions for Shareholders

The Annual & Special Meeting is Tuesday, May 12, 2026, at 4:00 p.m. (Toronto time). It will be held both virtually and in-person in Toronto.

Shareholders of record as of March 17, 2026, are entitled to vote.

Items to be voted on include:

1. Election of the nine director nominees (including the new Chair, Tom Albanese).
2. Appointment of PricewaterhouseCoopers LLP as auditors.
3. An advisory vote on executive compensation ("Say-on-Pay").
4. Any other business that may come before the meeting.

👉 Why it matters: If you own FNV stock, your vote counts. The "Say-on-Pay" vote is a chance to signal approval of how executives are compensated, and the election of directors, especially the new Chair, sets the board's future direction.

🔮 What's Next: Catalysts for Growth

Management sees 2026 as another year of growth, with several potential catalysts on the horizon:

• Production Growth: Expects year-over-year growth in Gold Equivalent Ounces (GEOs) from the portfolio.
• Two Major Catalysts:
  1. A final investment decision on the Coroccohuayco project by Glencore.
  2. The restart of the Cobre Panamá mine.
• Exploration Optionality: Over US$250 million is earmarked for exploration in 2026 on Franco-Nevada's Canadian assets alone, highlighting the "optionality" in its portfolio of over 300 development and exploration-stage royalties. If gold prices stay high, this exploration spending could uncover huge new value.

👉 Why it matters: Franco-Nevada isn't just sitting on existing assets. It's positioned to benefit from new projects coming online and a surge in exploration that could lead to major discoveries, all funded by its partners.

🧠 The Analogy

Think of Franco-Nevada as the ultimate "royalty landlord" of the mining world. Instead of building and running the factory (the mine), it gives the factory owner a loan. In return, the owner pays Franco-Nevada a small percentage of everything it produces forever, or sells them a slice of the product at a huge discount. The landlord doesn't fix the pipes or manage the workers, but it gets a steady, growing income from the factory's success—and if the product (gold) becomes more valuable, the landlord's share becomes worth even more.

🧩 Final Takeaway

Franco-Nevada is a financially strong, royalty-based investor in precious metals, celebrating a founder's retirement while positioning itself for the next growth chapter. Its record 2025 performance, robust balance sheet, and pipeline of catalysts (like a potential mine restart) make it a compelling, lower-risk play on rising gold prices, but its future success now hinges on new leadership and key government decisions.