Royal Bank of Canada - rbc.com

1 Royal bank of Canada Notice of Annual Meeting of Common Shareholders April 6, 2018. Management Proxy Circular YOUR VOTE IS IMPORTANT! Royal bank of Canada Notice of Annual Meeting of Common Shareholders When: Where: Friday, April 6, 2018 at Metro Toronto Convention Centre 9:30 (Eastern Time) North Building, John Bassett Theatre 255 Front Street West, Toronto, Ontario Business of the meeting At the meeting, shareholders will be asked to: (1) Receive our financial statements for the year ended October 31, 2017 and related auditor's report;. (2) Elect directors;. (3) Appoint our auditor;. (4) Have your say on our approach to executive compensation; and (5) Transact any other business which may properly come before the meeting.

2 By order of the Board of Directors, Karen McCarthy Vice-President, Associate General Counsel and Secretary February 8, 2018. Your vote is very important! You are encouraged to vote as early as possible so that your shares will be represented at the meeting. Please complete, sign and return your proxy or voting instruction form to vote your shares. Detailed voting instructions for registered and non-registered shareholders may be found starting on page 5 of this Circular. Your vote must be received by Computershare Trust Company of Canada , our transfer agent, no later than 5:00 (Eastern Time) on Wednesday, April 4, 2018. If you plan on attending the meeting and require any special arrangements for hearing or access, please contact the Secretary of the bank using the contact information at the back of this Circular.

3 1 | Royal bank of Canada Dear fellow shareholders, It is our pleasure to invite you to attend the Annual Meeting of Common Shareholders at the Metro Toronto Convention Centre in Toronto, Ontario on Friday, April 6, 2018 at 9:30 Overseeing strategy and managing risk In a world of change and technological disruption, RBC continued in 2017 to execute on its key strategies and its plans to build a digitally-enabled relationship bank across its many businesses and to selectively expand operations in our core markets. Your board closely engaged with management on strategic matters, challenged their assumptions and oversaw RBC's strategic direction, providing guidance on how RBC can position itself for continued success.

4 Sound risk management, effective enterprise-wide frameworks and a robust risk culture are also critical to facilitating positive outcomes for all of our stakeholders, and the board assesses all of these as it engages with management on how to realize sustainable growth within RBC's risk appetite. We remain committed to our purpose of helping clients thrive and communities prosper and to realizing our vision of being among the world's most trusted and successful financial institutions. You will find a detailed review of our strategic objectives, risk management framework and financial results in our 2017 Annual Report. Talent for the future One of the board's core responsibilities is to oversee the management of RBC's senior talent and compensation frameworks.

5 Our Human Resources Committee supports the board in its oversight of these matters by working with management to build and execute strategies that develop strong talent pipelines. This approach facilitates effective succession planning and positions RBC to attract and retain the executive talent needed to compete and succeed in an evolving marketplace. We also work closely with management to align our approach to executive compensation designs and outcomes with shareholder interests and RBC's culture of integrity, striking an appropriate balance between risk and reward. Our report on executive compensation, beginning on page 42, describes our approach in more detail.

6 Royal bank of Canada | 2. Good governance is good for business Effective governance is a dynamic, ongoing pursuit that is a central pillar to our success as stewards of RBC. We work together with management to ensure our practices are responsive to market trends, regulatory expectations and best practices, and to foster a respectful environment that champions open discussion. This year's Circular shares our governance activities for the past year, including a refreshed approach to director onboarding. You will also read about our commitment to diversity, including gender and non-gender diversity, in our director recruitment and succession planning, and our tailored continuing education programming for directors.

7 We are proud to note that, in 2017, our approach to governance was recognized both at home and abroad with the Best Overall Corporate Governance at the Excellence in Governance Awards in Toronto and with the Best Overall Corporate Governance . International at the Corporate Governance Awards in New York. Engaging with our shareholders An open and transparent dialogue with our shareholders and other stakeholders has always been a priority at RBC. This year was an illustration of how important those relationships are as your board undertook a thoughtful and measured approach to introducing proxy access following last year's annual meeting. Meetings with stakeholders and consultations with regulators and legal experts guided us in the development of a proxy access policy which provides a new mechanism for qualifying shareholders to submit director nominations to be included in our Circular and form of proxy.

8 This year's annual meeting will provide you with an opportunity to ask questions of the leadership team and vote on important matters for RBC. Please consider the information set out in this Circular and vote, in person, online, by phone or by completing and sending in your proxy or voting instruction form. Finally, we were deeply saddened at the passing of our esteemed board colleague, Rick George. Rick was an exemplary member of our board and one of Canada 's most highly regarded business leaders. We wish again to extend our sincere condolences to Rick's family. We thank you for your continued support and look forward to seeing you at the annual meeting in Toronto.

9 Sincerely, Kathleen Taylor David McKay Chair of the Board President and Chief Executive Officer 3 | Royal bank of Canada Management Proxy Circular WHAT'S INSIDE. Business of the meeting 4 Statement of corporate governance Receive our financial statements 4 practices 27. 2017 Report on executive compensation 42. Elect our Board of Directors 4. Letter to shareholders 42. Appoint our auditor 4. Compensation discussion and analysis 46. Have your say on our approach to executive compensation 4 Summary compensation table 82. Voting information 5 Indebtedness of directors and executive officers 94. RBC Governance at a glance 8. Additional items 95. Director nominees 9.

10 Directors' and officers' liability insurance 95. Directors' compensation 18. Directors' approval 95. Board committee reports 21. Schedule A': Shareholder proposals 96. The information in this Circular is as of February 8, 2018 and all dollar amounts are in Canadian dollars, unless stated otherwise. References to RBC', the bank ', we' and our' mean Royal bank of Canada ; shares' means common shares of the bank ; 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. Where can I find additional information about RBC?