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Royal Bank of Canada management proxy circular now available

TORONTO, February 2, 2009 — Royal Bank of Canada (RY on TSX and NYSE) today announced it has filed with securities regulators and is mailing to shareholders its Notice of Annual Meeting of Common Shareholders and Management Proxy Circular for 2009. The document is also available online at www.rbc.com/governance.

In connection with the release of its management proxy circular, RBC also announced that Gordon M. Nixon, President and CEO, informed the Human Resources Committee of the Board of Directors of his personal decision to forego his 2008 mid-term and long-term compensation, which represents the majority of his variable compensation for 2008. In addition, Mr. Nixon indicated he will acquire shares of RBC for a value equivalent to the short-term cash incentive payment made in December 2008. "I am proud of the accomplishments and the performance of RBC, especially relative to our global peers, but in light of the current state of global markets and the challenges faced by so many in Canada and around the world, I feel this decision is right for both me and the Bank," Mr. Nixon said.

While the Committee continues to consider Mr. Nixon's 2008 compensation to be appropriate given the Bank's absolute and relative performance last year, it accepts and respects his decision.

RBC has been one of the world's top performing banks over the past year. RBC reported earnings of over $4.5 billion in 2008, the highest among its Canadian peer group, and reported return on equity of 18%. Mr. Nixon said his decision to forego this compensation was a personal one that was unrelated to RBC's performance, which has and continues to be solid.

"I have confidence in the future performance of Canada and RBC but feel my decision is appropriate at this time," said Mr. Nixon. "I believe as the global economic performance turns around, RBC has significant opportunities given its strong businesses and relative global strength. And as its CEO and a significant shareholder, I would benefit from any recovery."

Mr. Nixon will voluntarily forfeit both the mid-term incentive compensation (Performance Deferred Share Units) and long-term incentive compensation (10-year stock options) awarded in December 2008. For the year ended October 31, 2008, Mr. Nixon was awarded Performance Deferred Share Units valued at $2.75 million, as in prior years, and stock options valued at $2.2 million, down 20% from 2007. Mr. Nixon was also awarded short -term incentive compensation of $2.4 million, down 40% from the prior year. This amount was paid to Mr. Nixon in December 2008, and he will be acquiring RBC common shares for a value equivalent to the net proceeds of this compensation.

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For further information
Jackie Braden, RBC Media Relations, 416-974-2124
Marcia Moffat, RBC Investor Relations, 416-955-7803
Bill Anderson, RBC Investor Relations, 416 955-7804

Caution Regarding Forward-Looking Statements

From time to time, we make written or oral forward-looking statements within the meaning of certain securities laws, including the "safe harbour" provisions of the United States Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities legislation. We may make forward-looking statements in this press release, in other filings with Canadian regulators or the SEC, in reports to shareholders and in other communications. Forward-looking statements include, but are not limited to, statements relating to our future performance and opportunities, and is presented for the purpose of assisting shareholders in understanding our financial performance and may not be appropriate for other purposes. Forward-looking statements are typically identified by words such as "believe," "expect," "intend" and similar expressions of future or conditional verbs such as "will," "may," or "would."

By their very nature, forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties, which give rise to the possibility that our beliefs and expectations will not prove accurate and that our assumptions may not be correct. We caution readers not to place undue reliance on these statements as a number of important factors could cause our actual results to differ materially from the expectations expressed in such forward-looking statements. These factors include the impact of the market environment, including the impact of the continuing volatility in the financial markets and lack of liquidity in the credit markets; general business and economic conditions in Canada, the United States and other countries in which we conduct business; changes in accounting standards, policies and estimates, including changes in our estimates of provisions, allowances and valuations; and the effects of changes in government fiscal, monetary and other policies. We caution that the foregoing list of important factors is not exhaustive and additional information about these and other factors can be found in our 2008 Annual Report to Shareholders. Except as required by law, we do not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by us or on our behalf.


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02/02/2009 11:33:50