Mr. Asim Imran reports

RBC RECOMMENDS SHAREHOLDERS REJECT TRC CAPITAL INVESTMENT'S BELOW-MARKET "MINI TENDER" OFFER FOR COMMON SHARES

Royal Bank of Canada has received notice of an unsolicited mini-tender offer by TRC Capital Investment Corp. to purchase up to 500,000 RBC common shares, approximately 0.036 per cent of the common shares outstanding as at Jan. 13, 2026, at a below-market price of $224.00 per share in cash.

TRC Capital Investment's unsolicited offer price of $224.00 per share is approximately 4.5 per cent lower than the $234.56 closing share price of RBC common shares on Jan. 13, 2026, the business day prior to the date of the offer.

RBC does not endorse TRC Capital Investment's unsolicited mini-tender offer, is not affiliated or associated in any way with TRC Capital Investment, and recommends shareholders reject the offer.

TRC Capital Investment has made several similar unsolicited mini-tender offers for shares of several other public companies. Mini-tender offers are designed to result in a holding of less than 5 per cent of a company's outstanding shares, thereby avoiding disclosure and procedural requirements applicable to most bids under Canadian and United States securities regulations. Both the Canadian Securities Administrators (CSA) and the U.S. Securities and Exchange Commission (SEC) recommend that investors exercise caution with mini-tender offers and have expressed serious concerns about them, including the possibility that investors might tender to such offers without understanding the offer price relative to the actual market price of their securities.

The SEC has issued "tips for investors" regarding mini-tender offers, noting that some bidders, in making the offers at below-market prices, are "hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." The SEC's advisory can be found on its website.

RBC strongly encourages brokers, dealers and other market participants to exercise caution and review the letter regarding broker-dealer mini-tender offer dissemination and disclosures on the SEC website.

RBC requests that a copy of this news release be included with any distribution of materials relating to TRC Capital Investment's mini-tender offer for RBC shares.

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