Royal Bank of Canada - RBC

1 Royal bank of Canada Notice of Annual Meeting of Common Shareholders April 8, 2021 Management Proxy Circular YO VOT S O T T! On the cover: RBC client Kathy Cheng on the production floor of her family-owned business, Redwood Classics Apparel, a textiles and manufacturing company based in Toronto, Ontario. (Photo by Tim Fraser) Royal bank of Canada Notice of annual meeting of common shareholders When Thursday, April 8, 2021 9:30 (Eastern Time) Where Virtual-only meeting via live webcast online at 467409851 In light of COVID-19 and our commitment to the health and safety of our employees, shareholders and communities, the annual meeting of common shareholders will be held in a virtual-only format via a live webcast. For more information about how to attend, ask questions and vote at the meeting, see pages 8 to 12 of the proxy circular. Business of the meeting At the meeting, shareholders will: 1 Receive our financial statements for the year ended October 31, 2020 and the related auditor s report 2 Elect directors 3 Appoint our auditor 4 Have a say on our approach to executive compensation 5 Consider the shareholder proposals set out in Schedule A of the proxy circular that are properly introduced at the meeting, and Transact any other business that may properly come before the meeting.

2 By orderofthe boardofdirectors, Karen McCarthy Senior Vice-President, Associate General Counsel and Secretary February 9, 2021 Your vote is important! We encourage you to read the proxy circular before exercising your vote. Unless you intend to vote online 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 6, 2021. 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 virtually on Thursday, April 8, 2021, at (Eastern Time). Kathleen Taylor Serving the needs of all stakeholders No one could fully foresee the global pandemic, or its impact on health care systems and national economies. Guided by itsPurpose,RBC waspreparedtoleadthrough this period of uncertainty and disruption.

3 bank resources were rapidly mobilized to anticipate and address the needs of all our stakeholders. Billions of dollars in financial relief as well as new and extended loans were provided to clients. We supported our employees working from home and introduced heightened safety measures to protect employees who were needed to work on premises. And RBC invested millions in programs to support our most vulnerable citizens through the health and economic crisis in addition to our existing commitments to help local communities prosper. RBC remained resilient Importantly, the strength, stability and operational resilience of RBC enabled us to keep building the bank of the future. Investments in talent and technology continued to differentiate RBC in the marketplace and create even more meaningful valuefor thoseweserve in an increasingly ,customer satisfaction levels reached new heights in 2020. We are confident the strength of our diversified business model, strong balance sheet and prudent approach to risk and cost management will help the bank remain resilient and create long-term value for all our stakeholders.

4 David McKay Constant communication The strong relationship between the board and management proved vital throughout 2020. During the first critical months of the crisis, both directors and management understood the need to be agile, focusing on the key issues impacting the bank , our stakeholders and society as a whole. Robust communication, including weekly board information sessions, regular written updates and constant dialogue between board and committee chairs and management, proved valuable for directors to effectively carry out their oversight responsibility, as well as pivot quickly to seamlessly support management when the need arose. Guided by our strong values Our culture and conduct also played a key role in shaping the bank s response to the crisis. Board members and senior management championed the bank s core values and reinforced the ethical principles on which our trusted reputation and success are founded. By setting the tone from the top, the bank s response to clients faced with financial hardship was guided by empathy and understanding.

5 Our leaders and employees were also supported with resources to promote personal resiliency and physical and mental well-being. 2 Royal bank of Canada Confidence in RBC talent and teams The bank s strategic response to the pandemic reaffirmed the board s confidence in the bank s management team. Ensuring RBC has the right team and talent in place today and well into the future is a core responsibility of the board. To this end, directors actively assess the performance of senior management and review development plans for key senior executives to ensure management is able to focus on the key issues and make the right decisions for RBC in both the near and longer term. Governance leadership Good governance is not an end state at RBC. Our board continuously looks for ways to refine and improve not just what we do, but how we do it. Our approach earned RBC the Best Corporate Governance by a Cross-listed Company award at the Corporate Governance Awards in New York in 2020.

6 A balanced and diverse board is critical to successful board oversight. We firmly believe that the board should reflect the diversity of our clients, employees, shareholders and communities. We are proud of the leadership role we play in promoting board gender diversity in the corporate sector in Canada . However, we recognize that we need to do more to further enhance the representation of people from other diverse groups among board members, while ensuring that the board is composed of directors whose skills and experience will enhance long-term shareholder value. This year, three of our long-standing directors are retiring. We want to acknowledge Alice Laberge, Heather Munroe-Blum and Michael McCain for their years of dedicated service as RBC directors. We also welcome the nomination of Cynthia Devine who brings outstanding skills and experience across a variety of industries to the role and is standing for election for the first time at this year s annual meeting.

7 Open dialogue with shareholders is essential On April 8, you will have an opportunity to ask questions of the leadership team and vote on important matters. Please consider the information set out in this proxy circular and vote online, by phone or by completing and sending in your proxy or voting instructions form prior to the meeting or online at the meeting. We thank you for your continued support and look forward to engaging with you at the meeting. Kathleen Taylor Chair of the Board David McKay President and Chief Executive Officer 3 Royal bank of Canada Delivery of meeting materials Notice-and-access As permitted by the Canadian Securities Administrators and pursuant to an exemption from the proxy solicitation requirement received from the Office of the Superintendent of Financial Institutions Canada , we are using notice-and-access to deliver this proxy circular to our registered and non-registered (beneficial) shareholders. We are also using notice-and-access to deliver our annual report to our non-registered (beneficial) shareholders.

8 This means that instead of receiving a paper copy of the proxy circular and the annual report (the meeting materials), you will receive a notice explaining how to access these materials online. Notice-and-access is environmentally friendly as it reduces paper and energy consumption, and it allows for faster access to meeting materials. You will also receive a form of proxy or a voting instruction form with this notice so you can vote your shares. How to access the meeting materials online The meeting materials can be found online on our website at ; the website of our transfer agent, Computershare Trust Company of Canada (Computershare), at ;SEDAR at and EDGAR at How to request a paper copy of the meeting materials You may request a paper copy of the meeting materials at no cost up to one year from the date the proxy circular is filed on SEDAR as follows: Before the meeting Non-registered (beneficial) shareholders Visit or call 1-877-907-7643 ( ) or 303-562-9305 (International) Registered shareholders Call 1-866-962-0498 ( ) or 514-982-8716 (International) After the meeting Call 1-866-964-0492 ( ) or 514-982-8714 (International) or write to To receive the meeting materials prior to the voting deadline and the date of the meeting, we must receive your request no later than 5:00 (Eastern Time) on Monday, March 22, 2021.

9 The meeting materials will then be sent to you within three business days of receiving your request. If you submit your request after the meeting, the meeting materials will be sent to you within 10 calendar days of receiving your request. Who to contact if you have questions about notice-and-access Please call Computershare at 1-866-586-7635 ( ) or 514-982-7555 (International). 4 Royal bank of Canada Sign up for eDelivery You can receive shareholder materials, including the notice, form of proxy or voting instructions form, by email. eDelivery reduces paper and energy consumption and gets the documents to you faster. Non-registered (beneficial) shareholders Go to and sign up using the control number on your voting instruction form or, after the annual meeting, contact your intermediary. Registered shareholders Go to and sign up using the control number on your proxy form or go to and click on Receive Documents Electronically . The information in this proxy circular is as of February 9, 2021.

10 All dollar amounts are in Canadian dollars, unless stated otherwise. In this circular, RBC , the bank , we and our mean Royal bank of Canada ; shares means RBC common shares; and shareholder and you mean a holder of shares, unless the context indicates otherwise. All references to websites are for your information only. The information they contain and any other websites they refer to are not part of this circular. 5 Royal bank of Canada Management proxy circular What s inside The annual meeting p. 6 Governance p. 25 Executive compensation p. 52 Additional items p. 105 Shareholder proposals p. 106 Contact information Back cover Royal bank of Canada 6 The annual meeting The annual meeting Business of the meeting 7 Voting Q&A 8 Attending the virtual meeting 10 Directors 13 The nominees 13 Skills and competencies 20 Director compensation 217 Royal bank of Canada The annual meeting Business of the meeting 1 Receive our financial statements The consolidated financial statements for the year ended October 31, 2020 are in our 2020 annual report at ; on Computershare s website at ; SEDAR at and EDGAR at 2 Elect our board of directors 12 nominees are standing for election as directors of RBC.