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Royal Bank of Canada Management Proxy Circular now available

TORONTO, February 8, 2010 — 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 2010. The document is also available online at www.rbc.com/governance.

The Circular contains information about the RBC annual meeting, scheduled to take place on Wednesday, March 3, 2010 in Toronto, including information related to the election of RBC directors, the appointment of the bank's auditors and proposals from shareholders.

The Circular also provides disclosure about changes and features of compensation programs for employees and senior executives. These programs demonstrate RBC's ongoing leadership in corporate governance, and the alignment of our compensation programs with risk management principles, shareholders' interests and best practices. The key items include:

  • A detailed description and explanation of compensation programs in 2009 for RBC President and CEO Gordon M. Nixon, RBC Chief Administration Officer and Chief Financial Officer Janice Fukakusa and three highest paid executive officers;

  • An evaluation of 2009 performance and compensation decisions for the CEO. Nixon's total direct compensation was $10.4 million in 2009. All of his variable compensation valued at $9 million was paid through deferred equity-based awards with a minimum three-year deferral period. No cash bonus was paid in 2009.

  • Charts showing share ownership requirements and actual share holdings for named executive officers. The CEO is required to hold RBC shares valued at no less than eight times his base salary. Nixon holds shares valued in excess of 38 times his salary.

  • A chart showing named executive officer compensation, including the proportion of pay at-risk and deferred performance-based pay. For all other named executive officers, between 66 per cent and 78 per cent of performance-based pay was deferred through equity based awards.

  • A new format three-year summary compensation table, which shows Nixon's compensation for 2009, 2008 and 2007. This chart includes equity awards of $4,950,000 awarded to Nixon for 2008, which he subsequently made a personal decision to forego.

  • A chart showing the change in compensation for the CEO and other named executive officers compared to the change in total shareholder returns (TSR) over the past five years. During the period, TSR grew at an annualized rate of 15.7 per cent, while compensation for the named executive officers grew by an annualized rate of 12.8 per cent, reflecting RBC's pay-for-performance philosophy.

  • A description of changes made in 2009 to compensation program design and compensation governance practices to strengthen compensation risk management.

  • An explanation of changes to senior executive compensation programs in effect for 2010.

In 2009, RBC worked with the Canadian Coalition for Good Governance (CCGG) and the Mouvement d'éducation et de défense des actionnaires to implement a non-binding advisory vote by shareholders on RBC's approach to executive compensation. As a result, the Circular includes a recommendation from the RBC Board of Directors that shareholders approve an advisory resolution that would accept the approach to executive compensation disclosed in the document.

Separately, RBC has provided on its website a summary of its approach to compensation, in line with best practice recommendations of the CCGG.

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For more information, please contact:

Josie Merenda, Investor Relations, RBC (416) 955-7803, josie.merenda@rbc.com

Gillian McArdle, Media Relations, RBC (416) 974-5506, gillian.mcardle@rbc.com


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02/08/2010 16:22:36