Franco-Nevada Corporation ($FNV)

Good afternoon, ladies and gentlemen. I'd like to welcome you to the 2026 Annual and Special Meeting of the Shareholders of Franco-Nevada Corporation. My name is David Harkwell, and as Chair of the Board of Directors, I'm going to chair the formal portion of this meeting. This is my 19th year presiding over Franco-Nevada Corporation meetings, 13 is CEO and 6 is your chair. And then during this meeting, I'm going to be stepping down as Bohai and as a director. So this agenda right here is to complete the formal business of the AGM first, and then I'm going to turn it over to Tom Albanese, our new Chairman coming in. I hope you get lapped it, find out shortly. And he'll provide a few remarks, introduce our CEO, and then he will take your questions. We're not planning to do the usual thank you speeches that an outgoing Chairman hopefully gets Instead, during this meeting, instead of doing it here, you're all invited for a better party over on the sixth floor first Canadian place, at the Bank of Montreal building. And there, we're going to provide you drinks. We're going to provide you orders and I think that's going to be more convivial. You actually laugh at my jokes when I do my presentations and remarks. It's also going to be an opportunity for you to talk to me individually or the executive and management team that they're all going to be attending as well. Before we start the formal motions, I'd like to make some introductions. At the head table, Paul Brink, our CEO, President and Director; Sandip Rana, our Chief Financial Officer; and Lloyd Hong, our Chief Legal Officer; and also our Corporate Secretary. All of our directors are present this afternoon in person, and I'd like to introduce our directors and that they say their names, they briefly stand and face the camera and then face the audience and then they can sit down. So we do them in turn. And just to show there's no favors, we're doing them in alphabetical order. So Tom Albanese; Hugo Dryland Derek Evans, Dr. Catherine Farrell Maureen Jensen Jennifer Mackie. Daniel Makuch and Mr. Jacques Perron. Also here today is almost our entire management team from Canada, the U.S., Australia and Barbados. That's how we fill in our audience here. So welcome. I would ask Lloyd Hong to act as Secretary of the meeting and no Das and David Martin as representatives of Computershare to act as scrutineers. The scrutineers will report on the number of shares represented at this meeting or by proxy. Proof of service has been provided calling this meeting and has been filed. I direct that a copy of the notice and affidavit proving service thereby being next to the minutes of this meeting. I have been advised there is a quorum and request that the scrutineers report be next to the minutes of this meeting. I therefore declare that this meeting is regularly called and properly constituted for the transaction of business. And I now ask our Chief Legal Officer, Mr. Wang or Loy to provide the details on the logistics for this meeting.

Thank you, Mr. Chairman. This will be a hybrid meeting, allowing both in-person and virtual participation. If you are on the webcast, detailed instructions are displayed on how to vote. -- ask questions technical assistance, if necessary. If you're on the phone line, please note that you cannot vote . I would now ask Lumi to open the polls for voting on all of the matters of business for this meeting and keep the polls open until after all of the items have been presented, and the Chairman has asked for the polls to be closed. As the polls are all open, you are now able to cast your vote on all items of business until the Chairman closes the polls at the end of the meeting. You do not need to wait for each specific item of business to vote and are free to vote at any time. Please ensure you have voted on each item of business by the Say-on-pay advisory resolution as the polls will be closed afterwards. Moving on to questions. For those here in person who have any questions on the items of business please raise your hand at the appropriate time and a microphone will be brought to you. If you're participating on the webcast and have any questions on the items of business, please type your question or comment in the messaging section of the Lumi platform and I will read the question allowed. We will take applicable questions after each item of business. If your questions are more general in nature, we would ask that you please wait until the formal business of the meeting has been concluded, as we will have a Q&A session afterwards. After all of the matters of business have been presented and the voting has been closed, Computershare will tabulate the results, and the Chairman will report them to the meeting. Mr. Chairman, back to you.

All right, thank you. I think your script is longer than mine. So the first matter of business is to confirm receipt of the financial statements in the auditor's report the consolidated financial statements of the company and its subsidiaries for the year ended December 31, 2025. And the reports of the directors and auditors thereon have been mailed to all shareholders who requested them together with the notice of this meeting. The financial statements are also available on our website, and you can request paper copies by phone or email. The next matter of business is the election of directors. The nominees of management of the company were identified in the information circular mailed to each shareholder of the company. I introduced the directors earlier, and I had them Stan. Will someone please nominate the directors. 9 directors are required to be nominated.

Mr. Chairman, my name is Borders, and I'm a shareholder of the company. I nominate Tom Albanese, Paul Brink, Hugo Driland, Derek Evans, Dr. Catherine Farrow, Maureen Jensen, Jennifer Maki, Daniel Malchuk and Jacques Perron, as directors of the company to hold office until the next Annual Meeting of Shareholders or until their successors are elected or appointed. .

Thank you, Boris. Could I get a second here. .

Mr. Chairman, I'm Milena Mohan. I'm a shareholder, and I second the nominations. .

Thank you, Nalin. Are there any questions from the floor? The webcast I declare the nominations closed. The next matter of business is the appointment of the company's auditors. Will someone please move a resolution for the appointment of auditors and to authorize the directors to fix the remuneration of such auditors.

Mr. Chairman, my name is Matt Bevin, and I'm a shareholder of the company. I move that PricewaterhouseCoopers, LLP, chartered accountants, be appointed auditors of the company until the next annual meeting at such remuneration as may be fixed with the directors of the company, directors being hereby authorized to fix such remuneration. .

Thank you, Matt. And could I get a seconder? .

Mr. Chairman, my name is Eric ranges, and I'm a shareholder of the company, and I second the motion. .

Thank you, Eric. So the next resolution is a say-on-pay advisory resolution. Since the vote is advisory, it will not be binding on the Board. However, the Board will consider the outcome of the vote as part of its ongoing review of executive compensation matters. Please note that the polls will be closed immediately after this matter of business. Will someone please move a resolution for the say-on-pay advisory resolution. .

Mr. Chairman, my name is Kevin McElligott, I'm a shareholder of the company. I move that on an advisory basis and not to diminish the role and responsibilities of the Board of Directors of the company the shareholders accept the approach to executive compensation as disclosed in the company's management information circular dated March 19, 2026. .

Thank you, Kevin. And could I get a seconder?

Mr. Chairman, my name is Christian Datcher, and I'm a shareholder of the company. I second the motion. . [Voting]

That was the final item of formal business for this meeting, and I declare the voting closed, and I would ask that the polls be closed. And do I need any pause here, Lloyd or Okay. Are there any other items of business that any shareholder and attendants would like to raise? As you know, there will be a Q&A that follows this session. Is there anything from the webcast? We've received the preliminary results and declare that each of the motions in the meeting has been carried by the votes cast, including the election of directors. I declare the persons nominated have been duly elected as directors of Franco-Nevada Corporation. And the final results of the meeting will be reported under the state by tomorrow, Congratulations, directors. And I can tell you all the numbers are in the high 90s. So that's good. Now the formal part of the meeting is concluded. And with the election of directors, Tom Malvinas has been appointed the new Chair of Franco-Nevada. So congratulations, Tom. And thank you, everybody. It's been an absolute pleasure to be part of the story for the past 19 years, and I look forward to seeing you at the reception that follows. And Paul will remind you on the details as we finish. And I now invite your new Chair of Franco-Nevada to the podium.

Thank you, David. And I've been at these AGMs since 2013. I am incredibly proud to be chairing this company. It's a great company. It's got roots that go along back. And actually, I had some stories about those routes that I wanted to spend a little bit of time on. It's the Board, the management team, the loyalty of the shareholders the banks that have been working with us, the finance community in Toronto, the legal community in Toronto, 1 of the top, what I call, mining finance cities in the world. It's a lot to be proud of here. My own roots go back with gold a long time. I was a college student up in Alaska. One was doing my graduate studies. I started Alaska plaster mining early 20 was that for a while. Through my 20s, I was the savings been my wife and I were she was the geologists up there. We were putting in to Kogenate. So now we're giving them to our grand daughters every Christmas as they get older. As a matter of fact, early in my career working for a company called Derco, which ultimately became part of Rio Tinto, we were buying mineral assets from oil and gas companies. One of the first ones was Oxi Minerals -- and we had a bunch of royalties we were trying to figure out what to do with. And we had this guy from Montreal, those coming down and wanted to buy them. And we couldn't figure out what he was doing with them, but we are happy to sell these royalties on to them, and that was my first opportunity to meet Pierre. This was -- I was -- I didn't have any gray here or there. He didn't have any gray hair. And it was great to meet him, and that was an early evolution of the U.S. mining industry. I kept up with Pierre over the years a Met David in that course of that period and in '19 in the period of that Newmont had the reins of Finco, I think that David, the leadership of David and Pierre brought it into Franco-Nevada Phase I since 2007. And David was the CEO for that and a very important growing part of the business, a huge growth in that period of time. And then I think David recognizing it's always good to refresh and turn over and get ready the next generation. He stepped into the Chairman role and Paul capably stepped into the CEO role. And as a Board member, I saw that, and I watched that with a lot of pride. A lot of pride in the organization and the team and the Board. And I'm really excited about the way ahead. I can't tell you where the price of gold is going to be in a year. I'm not going to be trying to pretend like are that it was $10,000 or at that time, remember, Dave and say, well, I don't know if I'd like to know what the world looks like a $10,000 gold. So we have a good balanced view on the board on what the world looks like, where the world is going and how do we invest the benefit of the shareholder for that along the way. And for that, I thank you, as shareholders. Thank you.

Thank you, Tom. Good afternoon, everybody -- please hit the cautionary statements. I will make some forward-looking projections. At Franco-Nevada, we believe gold is a risk of investment that investors by gold as a hedge against market volatility. So our objective in creating our business is to provide a lower risk way to invest in the space, expose investors to the exploration optionality of the mining industry. Combine that with a strong balance sheet, a progressive dividend and that strategy has worked tremendously well. Over the 18 years that we've been public, by any measure, we've grown the business 12 to 14x, 12x on revenue, 14x on EBITDA cash flow, 12x on earnings. We have been the leading player amongst our peers over that period in terms of growth. More importantly, we've done it profitably. If you look at the return of investment that we generate -- it is -- we're the leader of the pack. The numbers I'm showing there are they return on assets the last 5 years. With the run-up we've had in gold prices, those numbers are quite stunning, looking like 20% return on assets, for the next couple of years. That profitable growth has led into industry-leading returns. The CAGR on our share price over the 18 years. This is very simple, is 18%. You can see that as ahead of any of the indexes, the NASDAQ, the S&P 500, which is roughly $12 million. Interesting, Gold Bullion itself is 9%. So our returns have been double what you could have achieved just by holding bullion itself. And those returns are well ahead of the gold industry itself. In terms of the dividend, we've increased the dividend every single year, 19 consecutive increases. Dividend yield today, getting close to 12% in U.S. dollar terms. If you bought the stock at IPO almost 16 in a terms, the CAGR on the dividend is 13% per annum of that period. So what does the growth outlook look like? What we show is our guidance for 2026, the outlook through to 2030, both with and without Cobre Panama, we're very hopeful that Cobre Panama will come back online in that period. Assuming that is the case, we'll have 40% to 50% growth in our portfolio over the next 5 years. If you look at the last chart we put on top of that the long-term options that we've got in our portfolio. We detail them here. We've got a very deep portfolio, a lot of large options that could be very meaningful -- in total, they could add 220,000 geos of annual production. They won't all produce at the same time, but that's the total potential. They have over 6 million ounces of M&I and other two have inferred. -- these assets of all the firepower that we need, so that beyond our 5-year growth, we can at a very minimum, sustain that growth for the next decade or so or if the timing works out, even grow it above those levels, just what we have in-house in the company today. What is the value of all of that? And this is probably the simplest way to look at it. If we just take the total gold inventory that we have, both M&I resources plus inferred resources, that is 100% attributable to us. So where it's a stream and we have ongoing payments, we're netting that off to say ounces that are 100% attribute -- and if you value that at today's gold price, it's $124 billion of value that underlies our company. Compare that with our market cap or our enterprise value today, it's $44 billion. So the underlying value of those ounces that we can see today is almost 3x the value of what our company is today. But that's not all. That is just the ounces we can see. And as we know in our business, the reason that we invest in royalties is because the beauty of mining is we can't see under the ground when we're mining a mine. It's only when we have mined out that full ore body that we reveal the full extent of that ore body. And I'm going to tell just 1 story to illustrate that of -- this is the why our business has worked so well. And the story is Detour. This is a deal that David had done. It's going back and out of the early 2000s. Place built the Detour mine, it was an underground mine, ran for about a decade. It wasn't a great success. They shut it down. A number of years later, they decided to sell the property. It wasn't worth very much. David did a deal with a small junior company called Palangio, who acquired the property for $2 million. Palangio didn't have the $2 million. So David provided the $2 million. The deal was 50-50 JV Bango had 50% Franco at 50%. Plange was able to buy back the 50% JV if they pay back the $2 million, and frankly, was left with a 2% royalty. They were able to do that. They paid back the $2 million, rank out a 2% royalty. Nothing happened on the property for a decade. It just sat there. Until general Panatone came along. Gerald had a vision that this could be a big open pit. He ran the drill program. He drilled up 20 million ounces on the Detour property, raise the capital to build that mine, Detour Gold built the mine. The plan was to produce 600,000 to 650,000 ounces a year. It was a good success. I couldn't imagine that could get any better. That was 7 years ago. Tony Makuch cooked on -- like saw the potential in Detour acquired the company. He drilled the property. That 20 million ounces became 30 million be. Agnico Eagle saw the potential in Dieter. They acquired Cortland Lake. They drill the property. Today, the inventory at Detour is roughly 43 million ounces. Agnico has a plan where they're going to take production on that asset to go to 1 million, maybe more ounces per year of production. If you take the resource and our 2% royalty on that and gold prices today, there's $3 billion to $4 billion of value that will accrue to us from the Detour royalty. These are the sort of assets that make our business so successful. These are the sort of deals that David has done that has made our business so successful. That is one of our greatest success stories I'll add along with the Goldstrike, which is the earlier success story that we used to tell. And there are a few of them in the portfolio that are not just 100 bags, they're more than 100 baggers. But you ask yourself, what in aggregate does the portfolio do? And this is the best example that we have. If we take when we did the IPO, all the assets that we acquired, the total reserves on the asset, just those assets at the time, it was 34 million ounces. If you take what's been produced since then and what their reserves are today, it's 3.6x as much gold as there was 18 years ago. So that's the power of the optionality, how those ounces can grow over time. So I'm going to go back, remember a couple of slides ago, I said the answers that you can see today, the total value of that $126 billion. Go forward 18 years. If history repeats itself, and we end up with 3.6x as much. That would be $440 billion. Now conveniently or coincidentally, that's 10 times what the enterprise value of our company is today. So we've had a fantastic past and the future at Franco is looking tremendously bright. With that, I would like to take -- any questions. As a reminder, for those here in person, please raise your hand and a microphone will be brought to you. If you're participating on the webcast, please type in your questions or comments in the messaging section of the Lumi platform. and Lloyd will read the question aloud. Are there any questions from the floor?

I'm Paul Durnan from Burlington. Had a commitment to see bold last year or the year before, and I see it's not in the book this year. And -- is there some explanation on that? I always felt it was kind of difficult to think of a gold company that was around for 20 years and never produced any gold. Anyway?

Well, Seabridge has some very large assets in them, the largest being KSM, -- that's not the asset that we have a royalty on. We have a royalty on a property that is up north, called Corregos leak, also a very big property, probably 10 million ounces in resource, 11, you say. They have just spun that asset out into its own independent company, I don't exactly recall the name of the company, but I suspect it is in our book. It's just that the company name will be different. .

Okay. All right, I got another question, but I'm willing to rotation. Okay, the ring of fire, you have a commitment there. And obviously, in the popular business media, there is some question marks about it. How do you build a railway and a road on a swap things like that. And it will be a huge investment to bring it to finish, and it will be a long way off. And the question of government funding has been kicked around federal and provincial. Can you give your take on it, how will you play out in it? How is it going right now? What's your outlook? .

Sure. It's almost like we planted that question. Ringie is 1 of the bigger options that is in our portfolio. And for those of you who are not familiar, it is up in Northern Ontario. It's a huge area. Saw an exploration boom probably 15 years ago and a very short amount of time, huge discoveries were made the biggest being chromite but also nickel, copper, gold. It's tremendously prospective. But as you point out, it's a very difficult region to get access to, really for any activity to take place, you need either a railway or a road. The current owner of that property is Wilo, resources. They've been working with First Nations. They've been working with the provincial and the federal governments to advance that. The First Nations are actually the proponents to have the road built, and that is the preferred access. The environmental applications are in on the road, they should be approved in the next year or so. But in fact, construction has already begun on the role. So the section of the roads that sit on First Nations title land, they've already begun construction. So there is a session. It's been hosted by Minister Rickford. It's in the next week or two. I think it is at the Canadian Club. The title of the session is the ring of fire, no longer a question of if, just when. So you'll be able to find out more on the ring of fire. But the bottom line is it is going to hit the ring of fire in the recent Ontario provincial deal was declared a special development zone, which streamlines what permits are required for the construction of the mine on that property. So I think the title of that session is accurate. I think the ring of fire, it is not a question of is just when. And the time line that has been outlined by Waylo and the provincial government is probably the early 2030s for first production to come from the first mine to be built, which would be the Eagle nickel mine.

Thank you. Mr. Brink, I think we were all inspired by your story of Detour Gold. What other underappreciated assets might you have in your portfolio?

I'm going to hand that question to Sandy.

Sure. Good afternoon, everyone. Obviously, I could go on for quite a while. I think there's a lot of assets that are underappreciated in our portfolio. But I would say, first of all, it's just the depth of the portfolio. We have the largest royalty streaming portfolio in the industry, 441 assets 11 producing 44 advanced, but 276 exploration assets. But what's really important there is the amount of land we actually cover. So we covered 72,000 square kilometers or 17.8 million acres of land. Now to put it in perspective, that is bigger than the country of Ireland. So if the land that Franco actually covers with our royalties and streams was an independent country, we would be the 118th largest country in the world. So that is how much land optionality we provide to our shareholders. And what's happening on these lands is the amount of exploration drilling. So just from a conservative estimate, we figure there's about $600 million of drilling happening in 2026 on our land. And that's 2.5 million meters of drilling. Now what I'm pretty comfortable with is that some of that drilling will be successful. You will get resources found, new deposits found and our assets will either get longer mine lives which will increase our NAV and thus our share price. So I think that is what is truly underpeciated. But in terms of specific assets, Paul, obviously, talked about the Rinofire, which we don't think we get the full appreciation of. The other one is new persperity. It's a stream that we entered into with a company called Taseko Mines back in 2010. It's a copper gold system in British Columbia. It didn't receive its federal permit. It did get its provincial permits. But unfortunately, as I said, it didn't get its federal. And it kind of just sat on the bench for a while. But middle of last year, a deal was reached between the First Nations to CECO Mines, who is the owner and the British Columbia government to work out a structure where the first nations gets 22.5% interest in the property. So now you have, I would say, an objective that's aligned amongst all 3 parties. Obviously, it's still early to see where it goes, but we're very encouraged that everybody seems to be on the same page. And if that asset is actually developed, our commitment is $350 million for 22% of the gold. And so based on the mine plan that we had at the time, it was 300,000 ounces of gold a year that 66,000 ounces of gold to Franco under the stream agreement. So at today's gold price, you can obviously understand how valuable that is. And NAV on that today would be $1.5 billion north of that for a $350 million investment. And I'm pretty sure the value that's reflected in our share price for that asset is very minimal right now. So again, a huge option in the portfolio, along with the ring of fire but more so is just the land package that Franco actually covers and the number of assets. So as I said, I could name more, but those are the 2 largest ones for us.

We had another question from the floor I go, Christina.

What is your appetite for doing more energy deals?

We've got a good appetite for doing more energy deals. And the reason is they worked extremely well for us. Our strategy is a 1 commodity is gold, and we'll invest in it whenever we can. But gold like every other commodity is cyclical and the times were either not good deals or it's too expensive, and we've always said, give us the latitude to look around invest in some other commodities where we can get that same resource optionality, be more opportunistic in our entry points. Oil has worked extremely well. We've got some good entry points. And now at a point of time here, we are oil prices. We're trading around $60 a barrel. You have the sort of conflict, the sort of volatility in the markets that we all worry about we spiked. And so we will really are uniquely positioned in the mining industry and that we get a double benefit. So much of the mining industry over time is plagued by operating cost inflation. The biggest component of that are energy prices. And when you have higher prices like you have now, we not only are largely not exposed to that cost inflation. We have the double benefit that 6% to 10% of our portfolio is made up of oil. And we'll get that benefit. So we very much like that model, and we're open to, at the right time, adding more energy to the portfolio. I don't see any further questions. Lloyd, -- any questions on the webcast?

Nothing from the webcast.

Before we close the meeting, a reminder that we'll be releasing our Q1 results later day and a press release should cross the wire early this evening. We hope we were able to join us for our Q1 conference call, which is scheduled for 8 a.m. Toronto Time tomorrow morning. Thank you for your support of Franco-Nevada, and have a good evening. We hope you'll all join us over the road, First Canadian Place, 68th floor to celebrate David.