Mr. Asim Imran reports

ROYAL BANK OF CANADA ANNOUNCES NVCC AT1 LIMITED RECOURSE CAPITAL NOTES ISSUE

Royal Bank of Canada has arranged an offering of $1.0-billion (U.S.) of non-viability contingent capital (NVCC) additional Tier 1 (AT1) limited recourse capital notes (LRCNs), Series 8. The securities offered are registered with the U.S. Securities and Exchange Commission (SEC).

The LRCNs will bear interest at a rate of 6.50 per cent annually, payable quarterly, for the initial period ending May 24, 2033. Thereafter, the interest rate on the LRCNs will reset every five years at a rate equal to the prevailing five-year U.S. treasury rate plus 2.450 per cent. The LRCNs will mature on May 24, 2086. The expected closing date of the offering is Jan. 30, 2026, subject to customary closing conditions.

RBC Capital Markets LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and UBS Securities LLC are the joint bookrunning managers for the offering.

Concurrently with the issuance of the LRCNs, the bank will issue NVCC non-cumulative five-year fixed rate reset first preferred shares, Series CA, to be held by Computershare Trust Company of Canada as trustee for Leo LRCN Limited Recourse Trust. In case of non-payment of interest on or principal of the LRCNs when due, the recourse of each LRCN holder will be limited to that holder's proportionate share of the limited recourse trust's assets, which will consist of preferred shares, Series, CA except in limited circumstances.

The bank may redeem the LRCNs on May 24, 2033, and on each Feb. 24, May 24, Aug. 24 and Nov. 24 thereafter, only upon the redemption by the bank of the preferred shares, Series CA, held in the limited recourse trust, in accordance with the terms of such shares and with the prior written approval of the Superintendent of Financial Institutions (Canada), in whole on not less than 10 nor more than 60 days of prior notice.

Net proceeds from this transaction will be used for general business purposes.

A registration statement relating to the offering has been filed with the SEC and is effective. The offering is being made only by means of a prospectus supplement and a base prospectus. Copies of the preliminary prospectus supplement and the base prospectus for the offering may be obtained free of charge by visiting EDGAR. Alternatively, you may obtain copies of the final prospectus supplement, when available, and the base prospectus for this offering by contacting RBC Capital Markets LLC, by calling 866-375-6829 or by e-mailing TMGUS@rbccm.com.