An anonymous director reports

ROYAL BANK OF CANADA ANNOUNCES CONVERSION PRIVILEGES OF NVCC NON-CUMULATIVE 5-YEAR RATE RESET FIRST PREFERRED SHARES SERIES BO

Royal Bank of Canada does not intend to exercise its right to redeem all, or any part, of the currently outstanding non-viability contingent capital (NVCC) non-cumulative five-year rate reset first preferred shares, Series BO, on Feb. 24, 2024. There are currently 14 million Series BO shares outstanding.

Subject to certain conditions set out in the prospectus supplement dated Oct. 29, 2018, relating to the issuance of the Series BO shares, the holders of the Series BO shares have the right to convert all or part of their Series BO shares, on a one-for-one basis, into NVCC non-cumulative floating rate first preferred shares, Series BP, on Feb. 24, 2024. On such date, holders who do not exercise their right to convert their Series BO shares into Series BP shares will continue to hold their Series BO shares. The conversion will occur on Feb. 26, being the first business day following the conversion date of Feb. 24, as identified in the prospectus, which falls on a Saturday. The foregoing conversion rights are subject to the following:

1. If Royal Bank of Canada determines that there would be less than one million Series BP shares outstanding after taking into account all shares tendered for conversion on Feb. 24, 2024, then holders of Series BO shares will not be entitled to convert their shares into Series BP shares; and
2. Alternatively, if Royal Bank of Canada determines that there would remain outstanding less than one million Series BO shares after Feb. 24, 2024, then all remaining Series BO shares will automatically be converted into Series BP shares on a one-for-one basis on Feb. 24, 2024.

In either case, Royal Bank of Canada will give written notice to that effect to holders of Series BO shares no later than Feb. 17, 2024.

The dividend rate applicable for the Series BO shares for the five-year period from and including Feb. 24, 2024, to, but excluding, Feb. 24, 2029, and the dividend rate applicable to the Series BP shares for the three-month period from and including Feb. 24, 2024, to, but excluding, May 24, 2024, will be determined and announced by way of a press release on Jan. 25, 2024.

Beneficial owners of Series BO shares who wish to exercise their conversion rights should instruct their broker or other nominee to exercise such rights during the conversion period, which runs from Jan. 25, 2024, until 5 p.m. (ET) on Feb. 9, 2024.