Mr. Sean Amato-Gauci reports

RBC ANNOUNCES SALE OF MONERIS TO FRANCISCO PARTNERS

Royal Bank of Canada, together with BMO Financial Group, has entered into an agreement for the sale of jointly owned Moneris Solutions Corp., a leader in Canadian commerce solutions, to Francisco Partners, a global technology investment firm, for cash consideration of approximately $2-billion, of which RBC's share is 50 per cent. Concurrent with the closing of the transaction, RBC and BMO will enter into new exclusive, long-term customer referral arrangements with Moneris.

The transaction marks the next chapter for Moneris, positioning the business to accelerate its strategy and continue delivering value to Canadian businesses. Since its creation 25 years ago, Moneris has become one of Canada's largest commerce solutions providers, helping businesses accept and manage payments at over 325,000 points of commerce. Moneris offers versatile payment options and integrated solutions customized for the Canadian market, allowing merchants to focus on running and growing their business.

With a deep history in payments and financial technology and a strong record in accelerating growth, Francisco Partners brings global experience in scaling financial technology companies and deep expertise in innovative payments and commerce offerings. Francisco Partners' complementary portfolio companies include leaders in embedded payments, omnichannel commerce gateways, as well as smart point-of-sale (POS) solutions.

With access to Francisco Partners' global platform, Moneris is expected to accelerate modernization and growth across small, medium-sized and enterprise businesses in the Canadian marketplace.

RBC and BMO will continue their long-standing relationships with Moneris through exclusive long-term customer referral arrangements, which will ensure that new and existing business clients receive the trusted support and innovative solutions they have come to expect from Moneris over many years.

"Moneris has played a central role in enabling Canadian businesses to modernize and scale by connecting them with more consumers more often through innovative payments solutions across the commerce ecosystem," said Sean Amato-Gauci, group head, commercial banking, RBC. "The trusted team, leading platforms and unwavering commitment to clients that Moneris is known for will be leveraged and amplified by Francisco Partners in this next stage of growth. We're eager to see the accelerated investment in innovation and modernized solutions Moneris will bring to our valued business clients and the Canadian market."

The transaction is expected to close by the end of the first quarter of fiscal year 2027, subject to customary closing conditions, including receipt of required regulatory approvals. RBC expects to record a gain on closing of approximately $475-million after tax ($560-million pretax), which will be treated as an adjusting item. The expected gain is based on current estimates and subject to change. The transaction is also expected to have a marginally positive impact to RBC's common equity Tier 1 (CET1) ratio (1) upon close and is not expected to have a significant impact on the bank's future run rate earnings.

RBC Capital Markets acted as financial adviser to RBC. Blake, Cassels & Graydon LLP acted as legal counsel to RBC.

(1) CET1 is calculated based on OSFI's capital adequacy requirements (CAR) guideline.

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