Company Announcements

Royal Bank of Canada

22 September 2021

ROYAL BANK OF CANADA

(a Canadian chartered bank)

(the Issuer)

RBC COVERED BOND GUARANTOR LIMITED PARTNERSHIP

(the Guarantor LP)

NOTICE OF RESULTS OF MEETING

to the holders of the:

GBP650,000,000 Floating Rate Covered Bonds due December 8, 2022

(ISIN: XS1733227554) (Series: CB35)

 (the Series CB35 Covered Bonds or the Covered Bonds and the holders thereof, the Covered Bondholders)

On August 31, 2021, the Issuer announced an invitation to Eligible Covered Bondholders (as defined in the Consent Solicitation Memorandum) of the Series CB35 Covered Bonds described in the table below to consent to certain amendments to the terms of the Series CB35 Covered Bonds (the Consent Solicitation).  A meeting of the Series CB35 Covered Bondholders (the Meeting) was held earlier today in connection with the Consent Solicitation, and the Issuer now announces the results of the Meeting.

The full terms and conditions of the Consent Solicitation were contained in the consent solicitation memorandum dated August 31, 2021 (the Consent Solicitation Memorandum) prepared by the Issuer.  Capitalised terms used in this announcement but not defined have the meanings given to them in the Consent Solicitation Memorandum and Notice of Meeting with respect to the Series CB35 Covered Bonds dated August 31, 2021.

Results of the Meeting of the Series CB35 Covered Bondholders

The Meeting was held earlier today, and NOTICE IS HEREBY GIVEN to the Series CB35 Covered Bondholders that, at the Meeting in respect of the Series CB35 Covered Bonds, the Extraordinary Resolution was duly passed and the Eligibility Condition was satisfied, and accordingly the Amended and Restated Series CB35 Final Terms, the Supplemental Trust Deed and the Amended and Restated Series CB35 Covered Bond Swap Confirmation (the Amendment Documents) relating to the Series CB35 Covered Bonds will be executed on or prior to the Effective Date and the amendments will be effective from December 8, 2021.

Following the Pricing Time, the Issuer will announce:

a)   the LIBOR vs SONIA Interpolated Basis;

b)   the Forward Start Adjustment; and

c)   the Adjusted Margin (as defined below).

Summary of Modifications to the Conditions

Pursuant to the terms of the Extraordinary Resolution, the Series CB35 Covered Bonds will be modified so that, instead of the Interest Basis being GBP LIBOR, the Interest Basis will now become Compounded Daily SONIA:

a)   The Rate of Interest for the Series CB35 Covered Bonds from and including December 8, 2021 will continue to be a floating rate, but will be equal to the sum of Compounded Daily SONIA plus the Adjusted Margin, as specified in the Amended and Restated Series CB35 Final Terms.

b)   The adjusted Margin (the Adjusted Margin) in respect of the Series CB35 Covered Bonds will be the sum of:

a.   from and including the Interest Commencement Date to (but excluding) the Final Maturity Date, 0.23 per cent.; and

b.   from and including the Final Maturity Date to (but excluding) the Extended Due for Payment Date, 0.273 per cent.,

and in each case the LIBOR vs SONIA Interpolated Basis plus the Forward Start Adjustment.

Further information relating to the Consent Solicitation can be obtained directly from:

RBC Europe Limited

100 Bishopsgate

London

EC2N 4AA
United Kingdom

Attention: Liability Management Desk

Tel: +44 (0) 20 7029 7031

Email: liability.management@rbccm.com

Lucid Issuer Services Limited

The Shard, 32 London Bridge Street

London SE1 9SG

United Kingdom

Tel:+44 20 7704 0880

Email: rbc@lucid-is.com

Attention: Owen Morris

DISCLAIMER This announcement must be read in conjunction with the Consent Solicitation Memorandum. The distribution of this announcement and the Consent Solicitation Memorandum in certain  jurisdictions may be restricted by law, and persons into whose possession this announcement and/or the Consent Solicitation Memorandum comes are required to inform themselves about, and to observe, any such restrictions. This announcement is made by the Issuer. None of the Tabulation Agent, the Issuing and Paying Agent, the Solicitation Agent or the Bond Trustee assumes any responsibility for the contents of this announcement or the Consent Solicitation Memorandum.

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 (MAR) AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

This announcement is made by James Salem, Executive Vice-President and Treasurer, Royal Bank of Canada, on behalf of the Issuer.