Royal Bank of Canada

1 Royal bank of Canada Notice of Annual Meeting of Common Shareholders April 7, 2022. Management Proxy Circular Caution regarding forward-looking statements From time to time, Royal bank of Canada and its subsidiaries (RBC, goals, external factors outside of RBC's reasonable control may act we, us or our) make written or oral forward-looking statements as constraints on their achievement, including varying within the meaning of certain securities laws, including the safe decarbonization efforts across economies, the need for thoughtful harbour provisions of the United States Private Securities climate policies around the world, more and better data, Litigation Reform Act of 1995 and any applicable Canadian reasonably supported methodologies, technological securities legislation.

2 We may make forward-looking statements in advancements, the evolution of consumer behaviour, the this management proxy circular (circular), in other filings with challenges of balancing interim emissions targets with an orderly Canadian regulators or the Securities and Exchange and just transition, and other significant considerations such as Commission, in other reports to shareholders, and in other legal and regulatory obligations. communications. Forward-looking statements in this circular include, but are not limited to, statements relating to our approach We note that information regarding financed emissions, is based on to managing environmental, social and governance (ESG) matters, estimated data with very limited support.

3 Given their inherent including our goals with respect to diversity and inclusion, our goal uncertainty and complexity, and the significant issues with some of of achieving net-zero emissions in our lending by 2050, our goal of the underlying data, assumptions, estimates and judgements $500 billion in sustainable financing by 2025, our commitments as believed to be reasonable at the time of preparation of this circular member of the Net-Zero Banking Alliance, and our targets with may subsequently turn out to be inaccurate. In addition, many of respect to our own absolute greenhouse gas emissions and the assumptions, estimates, standards, methodologies, metrics electricity sourcing.

4 The forward-looking information contained in and measurements upon which the forward-looking information in this circular is presented for the purpose of assisting our this circular is based continue to evolve and may differ significantly stakeholders in understanding the ways we intend to address ESG from those used by other companies and those that may be used matters, and may not be appropriate for other purposes. Forward- by us in the future. Legislative and regulatory changes, market looking statements are typically identified by words such as developments and/or changes in data availability and reliability believe , expect , expectation , aim , foresee , forecast , could materially affect the assumptions, estimates, standards, anticipate , intend , estimate , goal , plan , strive , target methodologies, metrics and measurements used by us and/or and project and similar expressions of future or conditional verbs other companies, and could materially affect the comparability of such as will , may , should , could or would.

5 The information and data across industries or companies and from one reporting period to a subsequent reporting period, as well as By their very nature, forward-looking statements require us to our ability to achieve our goals and targets. Any goals and targets make assumptions and are subject to inherent risks and discussed in this circular are aspirational and there can be no uncertainties, which give rise to the possibility that our predictions, assurance that any such goals or targets will be achieved. forecasts, projections, expectations or conclusions will not prove to be accurate, that our assumptions may not be correct and that our We caution that the foregoing list of risk factors is not exhaustive objectives, vision and goals will not be achieved.

6 We caution and other factors could also adversely affect our results. When readers not to place undue reliance on these statements as a relying on our forward-looking statements to make decisions with number of risk factors could cause our actual results to differ respect to us, investors and others should carefully consider the materially from the expectations expressed in such forward-looking foregoing factors and other uncertainties and potential events. statements. These factors many of which are beyond our control and the effects of which can be difficult to predict include: Material economic assumptions underlying the forward-looking climate-related conditions and weather events, our ability to gather statements contained in this circular are set out in the Economic, and verify data regarding environmental impacts, our ability to market and regulatory review and outlook section and for each successfully implement various initiatives throughout the company business segment under the Strategic priorities and Outlook under expected time frames, the compliance of various third headings in our 2021 annual report, as updated by the Economic, parties with our policies and procedures.

7 The legal and regulatory market and regulatory review and outlook section of our Q1 2022. environment, regulatory compliance (which could lead to us being report to shareholders. Except as required by law, we do not subject to various legal and regulatory proceedings, the potential undertake to update any forward-looking statement, whether outcome of which could include regulatory restrictions, penalties written or oral, that may be made from time to time by us or on our and fines), strategic, reputation, competitive, legal and regulatory behalf. environment and systemic risks and other risks discussed in the risk sections and Impact of COVID-19 pandemic section of our Additional information about these and other factors can be found annual report for the year ended October 31, 2021 (2021 annual in the risk sections and Impact of COVID-19 pandemic section of our report) and the Risk management section of our quarterly report 2021 annual report and in the Risk management section of our Q1.

8 For the three-month period ended January 31, 2022 (Q1 2022 report 2022 report to shareholders. to shareholders). In addition, as we work to advance our climate Royal bank of Canada Royal bank of Canada Notice of annual meeting of common shareholders When Business of the meeting Thursday, April 7, 2022 At the meeting, shareholders will: 9:30 (Eastern Time). Receive our financial statements for the year ended October 31, 2021 and the related Where auditor's report Via live webcast online: Elect directors at Appoint our auditor In person: Have a say on our approach to executive compensation Metro Toronto Convention Centre 255 Front Street West, Toronto, Ontario Consider the shareholder proposals set out North Building, Constitution Hall in Schedule A of the proxy circular that are properly introduced at the meeting, and The health and safety of our shareholders, employees, clients and communities is a top Transact any other business that may priority.

9 While we would prefer to hold an properly come before the meeting. in-person annual meeting with appropriate For more information about how to vote, attend health and safety protocols in place, we may and ask questions at the meeting, see consider holding a virtual-only meeting in the pages 8 to 12 of the proxy circular. event of changes in public health restrictions due to the unpredictable nature of the COVID-19. pandemic or potential protocols recommended by public health officials or our Chief Medical Director. Please visit our website at investorrelations in advance of the meeting for the most current information about attending the meeting. By order of the board of directors, Karen McCarthy Senior Vice-President, Associate General Counsel and Secretary February 8, 2022.

10 Your vote is important! We encourage you to read the proxy circular before exercising your vote. Unless you intend to vote at the meeting, please vote as early as possible so your RBC common shares are represented at the meeting. Computershare Trust Company of Canada , our transfer agent, must receive your vote no later than 1:00 (Eastern Time). on Tuesday, April 5, 2022. See pages 8 to 10 of the proxy circular for detailed instructions on how to vote. 1. Royal bank of Canada Fellow shareholders, We are pleased to invite you to this year's annual meeting, which will be held on Thursday, April 7, 2022, at 9:30 (Eastern Time). Focusing on what matters most to culture as well as robust capital position provide a foundation for growth today and into the future.